INVESTORS RESEARCH FUND INC, 485APOS, 1999-01-22

INVESTORS RESEARCH FUND INC
485APOS, 1999-01-22

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 69 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 69

INVESTORS RESEARCH FUND, INC.
(Exact Name of Registrant as Specified in Charter)

3757 State Street, Suite 204, Santa Barbara, California 93105
(Address of Principal Executive Offices)

Registrant's Telephone Number: (805) 569-3253

Hugh J. Haferkamp, Esq., 3757 State Street, Suite 204, Santa Barbara, CA 93105
- -------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Copies To:
Hugh J. Haferkamp
President
Investors Research Fund, Inc.
11800 Baccarat Lane, N.E.
Albuquerque, NM 87111-7600

Approximate Date of Proposed Public Offering: January 30, 1999

It is proposed that this filing will become effective
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on January 30, 1999 pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

Title of Securities Being Registered: Common Stock

PART A - PROSPECTUS
PART B - STATEMENT OF ADDITIONAL INFORMATION
PART B - FINANCIAL STATEMENTS SUPPLEMENT
PART C - OTHER INFORMATION - EXHIBIT LIST - Page 58

END OF FISCAL YEAR: September 30, 1998

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

FOR INVESTMENT COMPANIES

PART A

PROSPECTUS

INVESTORS RESEARCH FUND, INC.

This Prospectus Sets Forth Information That
A Prospective Investor Should Know Before Investing.

PROSPECTUS

January 30, 1999

Please Read And Retain This Prospectus for Future Reference

LIKE ALL OTHER MUTUAL FUND SHARES, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR COMPLETENESS OF THIS
PROSPECTUS. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.

WHAT IS INVESTORS RESEARCH FUND, INC.?

Investors Research Fund, Inc. is a diversified management investment company
of the open-end type, commonly known as a mutual fund. The Fund's principal
investment objective is to provide continuous management of money over the long
term and under all market conditions with primary emphasis on investments in
common stocks or short term cash equivalents. It is called an open-end invest-
ment company because it continuously offers and sells shares of its stock to
the public and it has a legal duty, upon demand of the shareholder, to take
back the shares held by the shareholder and pay the shareholder the net asset
value of the shares. This "open endedness" characterizes a type of investment
company commonly called a mutual fund, and this prospectus describes INVESTORS
RESEARCH FUND, INC. The Fund's investment adviser is Fox Asset Management ,
Inc.
3

TABLE OF CONTENTS

Page

5 Overview of the Fund

5,14 Investment Objectives and Strategy

6 Determining if this Fund
is Right for You

7 Principal Risks

7,8 Past Performance

9 Fees and Expenses of the Fund

11 Financial Highlights

11 Management's Discussion of Fund Performance

12 Who is Responsible for Your
Investors Research Fund Account

13 How We Manage the Fund

18 Once You Invest in the Fund

22 How to Open an Account

23 How to Buy and Sell Shares

26 Taxation of Income

28 Plan of Distribution

________________________

Investors Research Fund, Inc.

INVESTORS RESEARCH FUND

INVESTMENT OBJECTIVES AND STRATEGY

Investors Research Fund's investment objective is to provide continuous manage-
ment of money over the long term and under all market conditions. That reflects
in the double purpose of making the shareholder's money grow during rising
stock markets and defending the shareholder's capital during falling stock
markets. Our interest is growth of your capital through the value style of
investing. The Fund invests primarily in common stock of mid- and large
capitalization U.S. companies. While the definition of what constitutes mid-
and large- capitalization changes over time, we typically invest in companies
whose stock market capitalizations are consistent with the annual Russell
reconstitution of its classification of stock market capitalizations, or
currently more than $1.4 billion to qualify as a mid-size company. We do not
normally invest in small-capitalization companies.

Fox is a value style investment manager which utilizes disciplined fundamental
research to identify low P/E candidates who meet specific cash flow and other
quantitative requirements. We then add a qualitative assessment of each
company's management. When evaluating the management team of a company, we are
trying to assess whether or not top management has a clear vision of where the
company should be heading - and most importantly - whether it has the ability,
innovative talent and determination to reach its goals. This process allows
identification of appropriate candidates for a well-diversified, low risk
portfolio. Our portfolio profile consists of companies with materially lower
P/E ratios and significantly higher yield from dividends than the market
average.

Cash flow from operations (a primary focus at Fox) defines a company's ability
to maintain and increase its current capacity and efficiency, to invest in its
future acquisitions or R & D), to pay interest and principal on debt, buy back
shares, and perhaps most importantly, to increase dividends to investors.
Companies included in Fox's portfolios historically increase cash flow at a
solid rate. Both the amount of cash flow per share and the uses of the cash
flow are critical. Their current cashflow is also high relative to current
price (a low price to cash flow ratio).

DETERMINING IF THIS FUND IS RIGHT FOR YOU

YOU SHOULD CONSIDER INVESTING IN THIS FUND IF:

* You are seeking long-term growth of capital.

* You are more comfortable with established, well-known companies.

* You are investing for a longer-term horizon.

YOU SHOULD NOT INVEST IN THIS FUND IF:

* You are concerned about the short-term price swings that can characterize
equity investing.

* You prefer a speculative approach to equity investing.

PRINCIPAL RISKS

If you buy shares of Investors Research Fund, you may lose some or all of the
money that you invest. This section describes what we think are the two most
significant factors that can cause the Fund's performance to suffer.

* MARKET RISK. The market value of shares of common stock can change rapidly
and unpredictably as a result of political or economic events having little
or nothing to do with the issuer.

* COMPANY RISK. The price of a common stock varies with the success and
failure of its issuer. As a result, the success of the companies in which
the Fund invests largely determines the Fund's performance.

An investment in Investors Research Fund is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.

You can find more detailed information about the risks of the Fund's particular
investments in the section called "HOW WE MANAGE THE FUND."

PAST PERFORMANCE

The bar chart and the table below provide an indication of the risks of invest-
ing in Investors Research Fund by showing changes in the Fund's performance
from year to year over a 10-year period and by showing how the Fund's average
annual returns for one, five and ten years compare to those of the S & P 500*,
a widely recognized unmanaged index of stock performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future.

*UNANNUALIZED.

INVESTORS RESEARCH FUND
TOTAL RETURN OVER THE LAST 10-YEAR PERIOD

[bar chart]

TOTAL RETURN BAR CHART

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total Return 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
-1.2% 21.7% -1.8% 42.3% -9.9% 6.6% -3.5% 16.6% 16.3% 21.2% 6.4%
</TABLE>

The chart does not reflect any sales charges. Total return would have been
less if it reflected those charges.

Best Quarter: 7/1/89 - 9/30/89 Increase of 22.9%

Worst Quarter: 1/1/92 - 3/3/92 Decrease of 11.05%

1998 Calendar Year: Increase of 6.4%

INVESTORS RESEARCH FUND AVERAGE ANNUAL TOTAL RETURNS AND THOSE OF THE STANDARD
& POOR'S 500 STOCK INDEX

[line graph]

Past One Year Past 5 Years Past 10 Years Life of Fund
<S> <C> <C> <C> <C>
IRF 2.45% 10.21% 10.25% 11.07%
SP 500 26.67% 21.51% 16.9% 8.14%*

</TABLE>

*available only from 1/31/62
Past performance does not predict future performance.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and
hold shares of Investors Research Fund.

FEES YOU MAY PAY AS AN INVESTORS RESEARCH FUND SHAREHOLDER
(Fees Paid Directly from Your Investment)

<TABLE>
<S> <C>
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering 3.75%
price).3.75%

Maximum Deferred Sales Charge (Load) (as a
percentage of initial investment) None

Maximum Sales Charge (Load) Imposed on
Reinvested Dividends and Other Distributions None
(as a percentage of the amount distributed)

Redemption Fee (as a percentage of amount
redeemed) None*

Exchange Fee Not Applicable

Maximum Account Fee This Type of Charge is Not Applicable
Except on Retirement Accounts for which
UMB Bank is Custodian.**
</TABLE>

*There may be a redemption charge of 1% imposed on shares redeemed within
one year of original purchase if the shareholder paid no load because he
was a member of a qualifying organization.

**On retirement accounts there is an annual maintenance fee of $19 on accounts
for which UMB Bank is Custodian.

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
FOR FISCAL YEAR ENDED SEPTEMBER 30, 1998

<TABLE>

<S> <C>
Management Fees 0.5%
Distribution and Service Fees Up to 0.5%
Other Expenses 0.85%
Total Annual Fund Operating Expenses 1.85%

</TABLE>

EXPENSE EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

The first example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. Both examples below also assume that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. Although
your actual costs may be higher or lower, based on these assumptions, your
costs would be:

<TABLE>
<CAPTION>
If you redeem your shares in... 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
$562 $954 $1,370 $2,525
</TABLE>

<TABLE>
<CAPTION>
If you still hold your shares after* 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
$562 $954 $1,370 $2,525

</TABLE>
*INVESTORS RESEARCH FUND DOES NOT MAKE A REDEMPTION CHARGE IN ANY CASE WHERE A
SALES LOAD WAS PAID.

FINANCIAL HIGHLIGHTS

These tables are designed to show you the financial performance of Investors
Research Fund for the past five years. Some of the information reflects
financial results for a single Fund share. The total returns represent the
rate that an investor would have earned (or lost) money on an investment in
the Fund. It assumes that all dividends and capital gains have been reinvested.

Timpson Garcia, CPAs, of Oakland, California have audited the information for
fiscal year 1998. Timpson Garcia's report, along with the Fund's financial
statements, is included in the annual report, which is available by request.

INVESTORS RESEARCH FUND

Year Ended September 30,

<S> <C> <C> <C> <C> <C>
1998 1997 1996 1995 1994
NET ASSET VALUE, BEGINNING OF PERIOD $4.76 $4.33 $4.10 $4.62 $5.18
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income $0.04 $0.09 $0.26 $0.07 $0.06
Net Realized and Unrealized Gains (Losses) ($0.40) $1.11 $0.33 $0.25 ($0.15)
Total from Investment Operations ($0.36) $1.20 $0.59 $0.32 ($0.09)
DIVIDENDS AND DISTRIBUTIONS
Dividends from Net Investment Income ($0.08) ($0.28) ($0.07) ($0.50) ($0.05)
Distributions from Realized Gains ($1.00) ($0.49) ($0.29) ($0.34) ($0.42)
Total Dividends and Distributions ($1.08) ($0.77) ($0.36) ($0.84) ($0.47)
NET ASSET VALUE, END OF PERIOD $3.32 $4.76 $4.33 $4.10 $4.62
TOTAL RETURN(1) (9.6%) 30.4% 14.7% 7.7% (1.8%)
RATIOS/SUPLEMENTAL DATA
Net Assets, End of Period (000,000 ommitted) $24 $33 $30 $32 $36
Ratio of Expenses to Average Net Assets 1.85% 1.77% 1.76% 1.60% 1.47%
Ratio of Net Investment Income to Average
Net Assets 0.91% 1.94% 6.67% 1.52% 1.39%
Portfolio Turnover Rate(2)(3) 260.95% 294.81% 669.79% 248.44% 234.77%

</TABLE>

(1) Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends and distributions reinvested
in additional shares on the reinvestment date, and redemption at the net asset
value calculated on the last business day of the fiscal period. Sales charges
are not reflected in the total returns.

(2) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.

(3) The Fund changed investment advisers on June 22, 1998. Future turnover is
expected to be on the order of 35%.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

The factors which materially affected the Fund's performance during the 1997-98
fiscal year, including the relevant market conditions and the investment
strategies and techniques used by the Fund's advisers, are discussed in the
Fund's annual report to shareholders dated September 30, 1998. A copy of that
report will be provided without charge to each person to whom our prospectus
has been delivered upon request. Please call toll-free 1-800-292-6775.

OUR CODE OF ETHICS

We allow the directors, officers and employees of
Investors Research Fund and its affiliates to buy and
sell securities for their own personal accounts.
However, in order to do so they must agree to a number
of restrictions listed in our company's Code of
Ethics.

WHO IS RESPONSIBLE FOR YOUR INVESTORS RESEARCH FUND ACCOUNT

A number of entities provide services to Investors Research Fund. This section
shows how the Fund is organized, the entities that perform these services, and
how these entities are compensated. Additional information on the organization
of the Fund is provided in the Fund's Statement of Additional Information. For
information on how to receive that document, see the back cover of this
prospectus.

INVESTMENT ADVISER

Fox Asset Management, Inc.
44 Sycamore Avenue
Little Silver, NJ 07739

* Provides investment advice and management for the Fund's portfolio.

* Assists in administration and record keeping for the Fund.

* Annual Adviser Fee (based on average net assets): 0.5%, paid quarterly on
month end figures.

TRANSFER AGENT AND SHAREHOLDER RECORDS AND DIVIDEND
DISBURSING AGENT

ND Resources, Inc.
P.O. Box 759
(1 North Main)
Minot, ND 58702-0759

* Maintains records of the shareholders.

* Issues and cancels certificates for Fund shares.

* Supervises dividend payments.

DISTRIBUTOR AND PRINCIPAL UNDERWRITER

ND Capital, Inc.
1 North Main
Minot, ND 58703-3189

* Oversees purchases of shares and promotional activities for the Fund.

* Serves as distributor for the Fund.

CUSTODIAN

UMB Bank
United Missouri Bank)
928 Grand Avenue
Kansas City, MO 64141

* Holds the assets of the Fund, including corporate shares owned by the Fund.

* Serves as custodian of the shares of the Fund owned by participants in the
Fund's retirement plan programs.

BOARD OF DIRECTORS

The Fund's Board of Directors has general supervisory responsibilities of the
Fund and supervises the dutiesof the various service providers of the Fund.

HOW WE MANAGE THE FUND

OPERATIONS OF THE INVESTMENT ADVISER

Fox Asset Management, Inc. is a New Jersey corporation incorporated in 1985.
Its founder and incorporator was J. Peter Skirkanich. Fox is an investment
adviser registered as such with the Securities and Exchange Commission under
the Investment Advisers Act of 1940. Mr. Skirkanich is the principal share-
holder. He also is President of Fox and a managing director of the company.
The senior Portfolio Managers and key personnel also are shareholders in Fox.

Fox has been the investment adviser of the Fund since June 22, 1998 and
received $34,505 for services to September 30, 1998. For the period from
October 1, 1997 to June 22, 1998, Lakeview Securities Corporation, 333 West
Wacker Drive, Chicago, Illinois, was investment adviser to the Fund and
received $113,452 for those services.

In the past, Fox has provided investment management to institutional clients
and large private investors. They have now expanded their services to include
Investors Research Fund, which is the first equity mutual fund Fox has managed.

Management of the Fund's portfolio is accomplished by Fox's Investment
Committee chaired by Mr. Skirkanich. Other members of the Investment Committee
are James P. O'Mealia, George C. Pierides, John R. Sampson and Caroline R.
Benjamin. Mr. Pierides has been with Fox since 1995. The others (except Mr.
Skirkanich) joined the company in 1998 following a reorganization designed to
eliminate marketing responsibilities for members of the Investment Committee.
All of the persons on the Investment Committee have had at least 10 years of
experience in managing investment portfolios; some have had more than 18 years
of such experience. That experience has been with such well-known companies as
Smith Barney Asset Management, Republic National Bank, New York Life Insurance,
Dreman Value Management, Atalanta-Sosnoff Capital, and others.

WHAT WE INVEST IN AND WHY

Investors Research Fund's investment objective is growth of capital. In
keeping with the Fund's investment philosophy, our portfolio manager selects
common stocks that offer the potential for capital growth over the long-term.
The Fund invests primarily in common stock of mid- and large-cap U.S. companies,
but we may also invest in foreign companies which have American Depository
Receipts (ADRs) traded on U.S. markets.

COMMON STOCK

WHAT IT IS. Common stock represents ownership of a company.

WHY WE BUY THEM. Investors Research Fund buys common stock to take an owner-
ship position in companies with growth potential, and then holds that position
long enough to realize the benefits of growth.

The Fund may also invest in ADRs primarily as a way of providing additional
opportunities to invest in quality overlooked growth companies. Investment in
ADRs can also offer the Fund the potential for economic diversification.

RISKS. Factors that influence the value of a share of common stock are
primarily general market and economic conditions, and the financial condition
and performance of the issuer.

MARKET RISK. The market value of shares of common stock can change rapidly
and unpredictably as a result of political or economic events having little
or nothing to do with the issuer. Also, general changes in investors'
perceptions can cause periodic up-and-down movements in the general market,
which can cause reactionary movements in the individual stocks without
regard to their individual merits.

COMPANY RISK. The price of a common stock varies with the success and
failures of its issuer. As a result, the success of the companies in which
the Fund invests largely determines the Fund's performance. Investing in
small-capitalization companies carries greater risk than investing in stock
of larger companies. Small companies often have less predictable earnings
and the market for their stocks may not be as well developed. We do not
invest in small-capitalization companies (those with less than $1.4 billion
capitalization).

HOW WE SELECT THEM. The Fund's investment philosophy stresses a back-to-basics
fundamental approach: we use extensive research to buy stocks of growing
companies at value prices and hold them for the long-term. Fox continuously
monitors a universe of about 6,000 companies to select 75 to 100 qualifying
companies for purchase consideration. Fox then selects 35 to 45 stock issues
representing 15 to 20 industries to serve as the Fund's portfolio. Over the

years, Fox Asset Management has developed a list of characteristics that we
believe foster sustainable long-term growth, minimize risk and enhance the
potential for superior long-term returns. While very few companies have all of
these characteristics, we search for companies that demonstrate several of the
characteristics that are listed in the following chart.

What We Look for in a Company

1. Especially competent management personnel.

2. High operating cash flow per share. These are cash flows that arise from
normal operations, as opposed to cash arising from sales of assets. Cash
flow is not the same as accounting net income, which can be influenced by
methods of inventory valuations and depreciation techniques.

3. Consistent operating cash flow growth.

4. Dividend payments materially above the market average for that type of
stock.

5. Consistent growth in the dividends paid on the company's stock.

6. The ability of the company to sustain its dividend payout rate.

7. Low stock price relative to earnings per share. That is the ratio of the
market price for each share of stock divided by the earnings of the company
per each share of stock. This is known as the P/E ratio-the price/earnings
ratio.

8. High per share working capital. Working capital is a company's investment
in short-term assets-such as cash, marketable securities, inventory, and
accounts receivable. Such assets can quickly be converted to cash if manage-
ment desires to do so.

9. A low debt to equity ratio. This is the relationship of the total debt
owed by the company relative to the total ownership interests of the company.
It indicates how much of the company's financing has been supplied by creditors
and how much by the company's owners.

10. A favorable stock price relative to the value of the company's assets.

SHORT-TERM INVESTMENTS

WHAT THEY ARE. Short-term investments are fixed-income securities (such as
U.S. government securities or bonds) that will only be outstanding for one year
or less after Investors Research buys them.

HOW WE PICK THEM. Most of the Fund's short-term investments are high-grade
money market and U.S. Treasury instruments. The Fund may also hold cash in
interest-bearing bank deposits.

WHY WE BUY THEM. The Fund uses short-term investments to earn interest and
maintain flexibility while we evaluate long-term opportunities and administer
the needs of the Fund. We also may use short-term investments for temporary
defensive purposes; in the event our portfolio manager anticipates a decline in
the stock market, we may reduce our risk by investing in short-term securities
until market conditions improve. Short-term investments will not appreciate in
value as common stocks do when the market advances, making it more difficult
for the Fund to achieve its investment objective of growth of capital.

RISKS. Short-term investments do not present a lot of risk; issuers are
generally stable, and the time period between the security's purchase and the
payoff date is relatively short, offering little chance for conditions
affecting those types of investments to seriously deteriorate.

OTHER SECURITIES AND INVESTMENT STRATEGIES

There are other securities which the Fund may invest in, and investment
strategies which the Fund may employ, but they are not principal investment
strategies. These securities and investment strategies are discussed in the
Statement of Additional Information.

ADDITIONAL RISKS FOR THE FUND:
YEAR 2000 AND EURO CONVERSION

Like all financial service providers, the Adviser, Distributor, and third
parties providing investment advisory, administrative, transfer agent,
custodial and other services utilize systems that may be affected by Year 2000
transition issues (many computer software systems in use today cannot
distinguish the year 2000 from the year 1900 because of the way dates are
encoded and calculated) and/or by Euro Conversion issues (accurate pricing of
some of the Company's assets might depend upon accurate valuation of securities
denominated in foreign currencies. On January 1, 1999, eleven of the fifteen
member states of the European Union converted to a common currency, the
"euro").

Difficulties with Year 2000 or Euro Conversion issues could have a negative
impact on handling securities trades, payments of interest and dividends,
pricing and account services. Although, at this time, there can be no
assurance that there will be no adverse impact on the Fund, our Service
Providers have advised the Fund that they have been actively working on
necessary changes to their computer systems to prepare for the Year 2000 and
the Euro Conversion and expect that their systems, and those of other parties
they deal with, will be adapted in time for these events. In addition, there
can be no assurance that the companies in which the Fund invests will not
experience difficulties with Year 2000 or Euro Conversion issues which may
negatively affect the market value of those companies.

THE FUND'S Y2K COMPLIANCE

The Fund has upgraded its computer systems in Santa Barbara so that they are
now compliant with the requirements for meeting the Year 2000 demands. We have
been informed by our adviser, our distributor, and our transfer agent and
shareholder servicing agent that they, also, are Year 2000 compliant. The
Fund's other service providers, such as UMB Bank, have assured us that they
will be compliant during early 1999. Under the circumstances, all facilities
directly serving the Fund either are now compliant or will be compliant by
mid-1999.

HOW WE MANAGE RISK

Risks are inherent in all investments. Investing in a mutual fund, even the
most conservative, involves risk, including the risk that you may receive
little or no return on your investment or even that you may lose part or all of
your investment. Investors Research Fund has several strategies to minimize
the risk assumed when we invest.

STRATEGIES WE USE TO MINIMIZE RISK

1. WE PURCHASE HIGH-QUALITY GROWTH COMPANIES. Our focus on high-quality
growth companies reduces the likelihood that your investment will be tied
up in a failing company. A high-quality growth company is one that has
achieved a dominant or growing market share, and is led by first class
management.

2. WE USE A CONSERVATIVE VALUATION STRATEGY. Once we find companies that meet
our business criteria, we determine how much to pay for their shares. We
follow a price discipline that tells us how much we can reasonably pay for a
stock. While no system can prevent all losses, this conservative approach
helps us avoid the calamitous losses that occur in bear markets.

3. WE HAVE A LONG-TERM VISION. We get to know the managers of the companies
we invest in and understand their goals. We view temporary setbacks as buying
opportunities: when other managers sell stocks in response to bad news, we
evaluate the issuer's long-term prospects.

4. WE DO NOT USE MARKET TIMING. We do not base our decisions to buy and sell
securities on whether we believe the stock market will rise or fall(known as
market timing). However, we can raise the level of cash in the Fund when stock
prices get too high and it becomes difficult to purchase quality undervalued
growth companies.

5. WE MAY MAKE TEMPORARY DEFENSIVE INVESTMENTS. From time to time, Investors
Research Fund may take temporary defensive positions in response to adverse
market, economic or political conditions. An example would be temporary
ownership of U.S. Treasury instruments.

ONCE YOU INVEST IN THE FUND

This section describes: how your investment is valued, how you earn money
on your investment, and how the government may tax these earnings.

HOW YOUR SHARES ARE VALUED

Investors are entitled to buy and sell shares on any business day. The share
price of your investment will change from time to time because it will depend
on the total value of the Fund's investments.

Each business day, we determine the value of Fund shares by adding up the total
value of investments plus other assets (such as cash), subtracting liabilities,
and dividing the result by the total number of shares outstanding. This share
figure is known as the net asset value (NAV).

Net asset value for the Fund is determined each day the Fund is open for
business. A business day is defined as any day the New York Stock Exchange is
open for trading. We calculate net asset value at the close of the Exchange on
which the asset is traded.

The net asset value of your shares is published daily in the business section
of most major newspapers.

HOW SECURITIES IN THE PORTFOLIO ARE VALUED

We use current market valuations to value the securities in Investors Research
Fund:

* Securities that trade on an organized exchange are valued at the last
published sales price on the exchange. If no sales are recorded, the
securities are valued at the average of the closing bid and asked prices on
the exchange.

* Over-the-counter securities are valued at the average of closing bid and
asked prices.

* Debt securities maturing in 60 days or less are usually valued at amortized
(gradually reduced) cost.

* Longer-term debt securities may be valued by an independent pricing service.

* Securities with unavailable market quotations and other assets are valued
at "fair value"-which is determined or directed by the Board of Directors.

If any of the Fund's securities are traded in markets that close at different
times, events affecting portfolio values that occur between the time that their
prices are determined at market close and the time the Fund's shares are priced
will generally not be reflected in the Fund's share price.

HOW WE PAY OUT INCOME
There are two ways you can receive payments from Investors Research Fund:

* DIVIDENDS. Distributions to shareholders of net investment income and
short-term capital gains on investments.

* CAPITAL GAINS. Profits received by the Fund from the sale of securities
held for the long-term period, which are then distributed to shareholders.

Investors Research Fund usually pays dividends once a year. Dividends are
declared and distributed in December and capital gains, if any, are also
distributed in December. Unless you choose otherwise, the Fund automatically
reinvests your dividends and capital gains in additional Fund shares.

You can request to have your dividends and capital gains paid to you by check,
deposited directly into your bank account, paid to a third party, or sent to an
address other than your address of record.

You will receive a statement each year detailing the amount of all dividends
and capital gains paid to you during the previous year. To ensure that these
distributions are reported properly to the U.S. Treasury, you must certify on
your Application Form (or on a Form W-9) that your Taxpayer Identification
Number (TIN) is correct and you are not subject to backup withholding (which
means that you are paying back taxes for failing to report all interest and
dividends).

If you fail to report a correct Taxpayer I.D. Number, under-reported dividend
or interest income, or are already subject to backup withholding, the Fund is
required by law to withhold a portion of any distributions you may receive and
send it to the U.S. Treasury.

HOW YOUR DIVIDENDS AND CAPITAL GAINS ARE TAXED

* If Investors Research Fund pays dividends, they are taxable to shareholders
as ordinary income. Dividends include both net investment income and short-
term capital gains.

* If Investors Research Fund pays net capital gains, they generally will be
taxed as a long-term capital-gain distribution.

These payments may be taxed at different rates, depending on the length of time
the Fund holds its assets. More information is provided in the instructions
that come with your tax return.

Investment earnings (dividends and capital gains) are taxable in the year in
which they were declared, not paid--whether they are received in cash or
reinvested in shares.

Also, keep in mind that when you sell or exchange shares of the Fund, it may
result in a taxable gain or loss unless you are in a tax deferred retirement
plan.

We recommend that you consult with a tax adviser about any dividends and
capital gains you may receive from Investors Research Fund.

HOW TO PUT YOUR DIVIDENDS AND CAPITAL GAINS BACK TO WORK

You can have all dividends and capital gains automatically invested in
Investors Research Fund. Shares are purchased at the Fund's net asset value
on the dividend payment date. You can withdraw from the program with 60 days
notice.

DISTRIBUTION AND SERVICE FEES. The Fund has adopted a plan under SEC Rule
12b-1 that allows the Fund to pay distribution and other fees for the
distribution of its shares and for services provided to shareholders. Asset

charges may be up to 0.5% of average annual net assets, as determined by the
periodic decisions of the Board of Directors. Because these fees are paid out
of the Fund's assets on an on-going basis, over time these fees will increase
the cost of your investment.

SALES CHARGES

Sales Charge Sales Charge
(percentage of (percentage of net
Amount of Purchase offering price) amount invested)
<S> <C> <C>
Under $25,000 3.75% 3.90%
$25,000 to less than $50,000 3.00% 3.09%
$50,000 to less than $100,000 2.50% 2.56%
$100,000 to less than $250,000 2.00% 2.04%
$250,000 to less than $500,000 1.50% 1.52%
$500,000 to less than $1,000,000 1.00% 1.01%
$1,000,000 or more 0.00% 0.00%

</TABLE>

*You pay no front-end charge on purchases of $1 million or more, but if you
sell those shares within the first year, you may pay a redemption charge of
1.0%.

As the chart above shows, the sales charge gets smaller as your purchase amount
increases. There are several ways you may combine purchases to qualify for a
lower sales charge.

YOU CAN COMBINE PURCHASES OF SHARES

* WITH OTHER FAMILY MEMEBERS. If shares are purchased by yourself, your
spouse and any children under the age of 21, all the shares purchased at one
time may be counted as a single purchase for purposes of the sales charges.
You must identify the accounts that you would like linked in order to take
advantage of this privilege. Please contact ND Resources to initiate this
privilege.

* WITH CERTAIN GROUPS. If you buy shares through a qualifying group organized
for a purpose other than to buy mutual fund shares, the purchases may be
treated as a single purchase.

* THROUGH EMPLOYEE BENEFIT PLANS. If you buy shares through trusteed or
fiduciary accounts and Individual Retirement Accounts (IRAs) of a single
employer, the purchases may be treated as a single purchase.

* UNDER A STATEMENT OF INTENTION. If you enter a Statement of Intention and
agree to buy shares of $25,000 or more over a 13-month period, all of the
shares you buy during that period will be counted as a single purchase. Before
entering a Statement of Intention, please read the terms and conditions in the
Statement of Additional Information. Under a Statement of Intention, you agree
to permit our service provider, ND Resources, Inc., to hold Fund shares on a
restricted basis to guarantee payment of any sales charges that may be due if
you ultimately invest less than you agreed to invest over the covered 13-month
period.

FRONT-END SALES CHARGE WAIVERS

We will not make a sales charge on purchases of shares for:

* Shareholders making purchases with dividends or capital gains that are
automatically reinvested.

* Purchases by directors, officers and employees of Investors Research Fund,
its investment adviser or its affiliates, its shareholder services provider and
principal underwriter or their affiliates, and their immediate families.

* Wrap accounts offered by securities firms, fee-based investment advisers or
financial planners. Wrap accounts are investment programs offered by persons
who place a client's funds with one or more investment advisers and charge a
fee for their services.

* Persons who are affiliated with clients of Fox Asset Management, Inc. and
persons sponsored to the Fund by Fox. This privilege will also apply to
immediate family members of persons meeting the above stated employee status
requirements and to any trust, pension, profit sharing or other benefit plan
for such persons.

HOW TO OPEN AN ACCOUNT
You can open an account if you invest at least:

* $500 for a non-retirement plan account.

* $250 for a retirement plan account.

EXCEPTIONS: (1) The $500 minimum does not apply to custodial accounts
established for the benefit of minors, and (2) the $500 minimum does not
apply to accounts established under a periodic investment accumulation plan
when the investor agrees to invest at least $500 under the plan.

THREE WAYS YOU CAN OPEN AN ACCOUNT

1 BY MAIL. Fill out the Application Form included in this prospectus
and mail it to our service provider, ND Resources, Inc. Both you
and your dealer must sign the form if you employ a dealer. Include
a check made payable to Investors Research Fund, Inc., or in the case
of a retirement account, the custodian or trustee. All purchases by
check should be in U.S. dollars, and Investors Research Fund will not
accept third-party checks.

2 BY DEALER. You may have your dealer order and pay for the shares.
In this case, you must pay your dealer directly. Your dealer will
then order the shares from our distributor, ND Capital, Inc. Please
note that your dealer may charge a service fee or commission for
buying these shares.

3 BY WIRE You may wire federal funds directly to our shareholder
service provider, ND Resources, Inc. Before you wire an initial
investment, you must call ND Resources, Inc., our transfer agent, to
inform them that you will be buying. After the initial wire
purchase is made, you will need to fill out a Plan Adoption
Agreement or Application Form and return it to ND Resources, Inc.
to ensure that the purchase is credited properly, follow these
wire instructions:

ATTN: MUTUAL FUND SERVICES
ND RESOURCES, INC.
1 NORTH MAIN
MINOT, ND 58703

INVESTORS RESEARCH FUND, Inc.

Shareholder Name: ________________________________________

Federal Routing Number: __________________________________

Shareholder Account Number: ______________________________

DDA Number: ______________________________________________

Generally, the Fund does not issue share certificates for purchases. You can
receive certificates if you are a shareholder who is not participating in the
Automatic Withdrawals Plan. If you are eligible and wish to receive
certificates, you must make the request at the time of purchase.

RETIREMENT PLAN ACCOUNTS

You can invest in Investors Research Fund using any of these types of
retirement plan accounts:

* Deductible IRAs

* Non-deductible IRAs

* Roth IRAs

* Educational IRAs

* Simple IRAs

* Profit-Sharing Plans

* Money-Purchase Plans

* Simplified Employee Pension Plans

* 403(b) Plans

UMB Bank acts as custodian for the retirement plans and the participant is
charged a maintenance fee of $19 each year (per account number). These fees
are automatically deducted from each account, unless you elect to pay the fee
directly. To open a retirement plan account, you must fill out a special
application form. You can request this form by calling ND Resources, Inc.

HOW TO BUY AND SELL (REDEEM) SHARES

Once you have opened an account with Investors Research Fund, you can add to
your initial purchase. This section provides an overview of the types of
transactions you can perform as a shareholder of Investors Research Fund.
This includes how to initiate these transactions, and the charges that you may
incur (if any) when buying or selling shares.

THREE WAYS TO BUY AND SELL SHARES

1 BY TELEPHONE. Call 1-800-292-6775. You can speak directly with an
Investors Research Fund representative during our business hours or
use our telephone answering system any time, day or night.

2 BY MAIL. Send the request to our service provider, ND Resources, Inc.

Regular Mail Overnight Mail
------------ --------------
ND Resources, Inc. ND Resources, Inc.
P.O. Box 759 1 North Main
Minot, ND 58702-0759 Minot, ND 58703-3189
Tel. (800) 292-6775

3 BY DEALER. Contact a dealer, who will then make the transaction
through ND Resources, Inc., our Shareholder Services Provider. Please
note that your dealer may charge a service fee or commission for each
transaction.

Normally, the Fund does not issue share certificates for purchases.
Each time you add to or withdraw from your account, you will receive
a statement showing the details of the transaction-along with any
other transactions you made during the current year.

WHEN YOUR TRANSACTIONS ARE PROCESSED.

The per-share price for purchases or sales made through our Shareholder
Services Provider, ND Resources, Inc., will be determined on the same day at
the asset value calculated that day if the order is received before 4 p.m.
Eastern Time. If ND Resources, Inc. requires additional documents to complete
the purchase or sale, the transaction price will be determined at the close of
business on the day all required documents are received.

For your transaction to be counted on the day you place your order with your
broker-dealer or other financial institution, they must:

* Receive your order before 4 p.m. Eastern Time.

* Promptly transmit the order to ND Resources, Inc.

BUYING MORE SHARES

You can buy more shares at any time by mail through a dealer. There is no
minimum purchase amount after an account has been opened.

When you purchase shares by mail, make a check payable to Investors Research
Fund, Inc. for the amount of purchase and send the check to our service
provider, ND Resources, Inc. If you have the purchase form from your most
recent statement, include it with the check stating the name of the Fund and
the shares you wish to buy. If you know your account number, include it on the
check.

When you buy shares through a dealer, you may be charged a service fee or
commission for performing the transaction.

MAKING AUTOMATIC INVESTMENTS

The Automated Clearing House system is used by most banks for electronic
transfers of money into and out of your bank account--and is regulated by the
Federal Reserve.

An easy way to increase your investments in Investors Research Fund is to sign
up for the Automatic Investment Plan. Under this plan, you arrange for a set
amount of money to be taken from your bank account and invested in Fund shares.
The minimum amount you can invest each month is $25. The account minimums of
$500 for non-retirement accounts and $250 for retirement accounts will be
waived if you meet the minimum requirement within a year.

Purchases can be processed electronically on any day of the month if the
institution that services your bank account is a member of the Automated
Clearing House system. After each automatic investment, you will receive a
transaction confirmation, and the debit should show on your next bank
statement. To sign up for the Automatic Investment Plan, fill out the
appropriate section of the Application Form. You can stop automatic
investments at any time by calling ND Resources.

SELLING SHARES

You may sell back all or part of your shares to Investors Research Fund (known
as a redemption) at any time, at net asset value minus any sales charges that
may be due. You can sell the shares by telephone facsimile, by mail, or through
a dealer.

When you sell shares by mail, indicate the number of shares or dollar amount
you wish to redeem and send the request to our service provider, ND Resources,
Inc. If more than one person owns the shares you wish to sell, all owners must
sign a request.

When you sell shares through a dealer, you may be charged a service fee or
commission for performing the transaction.

Redemption proceeds are usually paid to you in cash within seven (7) days after
ND Resources receives your proper sale request. If any of the shares redeemed
were purchased within the last 15 days, payment to you will be delayed until
your purchase check has cleared.

WHAT YOU NEED TO KNOW BEFORE YOU SELL YOUR SHARES

* You will always receive cash for sales that total less than $250,000 or 1%
of the Fund's net asset value during any 90-day period. Any sales above the
cash limit may be paid in securities and would mean you would have to pay
brokerage fees.

* Ordinarily, you only need a signature guarantee on a share certificate,
stock power, or redemption request for sales of more than $50,000. However,
if you have made any changes to the Application Form since your account was
opened, or if your address of record has changed in the last 30 days, you
may need a signature for all sales.

* If a certificate was issued for the shares you wish to sell, the certificate
must be signed by the owner(s) and sent to ND Resources along with the
redemption request.

* A sale (redemption) may produce a gain or loss. Gains may be subject to tax.

SIGNATURE GUARANTEE A written confirmation from an eligible guarantor
institution, such as a securities broker-dealer or a commercial bank, that the
signature(s) on the account is(are) valid. Unfortunately, no other form of
signature verification can be accepted. Shareholders' signatures may be
guaranteed by municipal and government securities dealers and brokers, national
and registered securities exchanges and associations, savings associations, and

most credit unions as well as banks, trust companies and securities brokers.
The Fund's transfer agent determines the acceptability of specific guarantor
institutions and the form of signature guarantee presented.

STOCK POWER. A letter signed by the owner of the shares giving ND Resources,
Inc. permission to transfer ownership of the shares to another person or group.

SPECIAL SALE SITUATIONS

* The Securities and Exchange Commission can suspend payment of redemptions
under certain emergency circumstances if the New York Stock Exchange is
closed for reasons other than customary closings and holidays.

* Investors Research Fund may make sales payments in securities if the Fund's
Board of Directors decides that making cash payments would harm the Fund.

SPECIAL NOTE: When you make a sale or withdrawal, a redemption charge may
be imposed if:

* You buy $1 million or more of shares qualifying for waiver of the load and
sell them within one year of purchase or you had the load waived because you
are a member of a qualifying organization.

IF YOU DECIDE TO BUY BACK SHARES YOU SOLD

If you decide to buy back some or all of the shares you sold in this Fund
within nine (9) months of sale and notify us in writing, you can take advantage
of the SUBSEQUENT-REPURCHASE PRIVILEGE With this privilege, which you can use
only once, you will not be charged a sales charge on the repurchase, and any
deferred sales charge you paid on the original sale will be returned to your
account. You must send a letter exercising this privilege to our service
provider, ND Resources, Inc., along with a payment for the repurchased shares.

TAXATION OF INCOME TO SHAREHOLDERS

The Fund intends to make distributions that may be taxed to shareholders as
ordinary income or capital gains. Capital gains may be taxable at different
rates, depending on the length of time the Fund holds its assets. The Fund
expects that its distributions will, in the future, consist primarily of
capital gains.

Ordinary Investment Income. The fund has complied with Sub-Chapter M of the
Internal Revenue Code in every year and intends to comply with provisions of
the Federal Internal Revenue Code, and to distribute annually on or about the
last business day of December substantially all of its net ordinary investment
income, if any. This policy will relieve the Fund of income tax liability on
such income under said Code;. The Fund also intends to meet the distribution
requirements imposed by the Code to avoid the imposition of excise tax. The
distribution will be made in additional shares of the Fund unless the share-
holder has notified the transfer agent that he prefers to receive cash.

Capital Gains. If net gains are realized from the sale of assets during any
year, the policy of the Directors is to distribute them. If a distribution is
made, it will be made in additional shares of the Fund unless the shareholder
has notified the transfer agent that he prefers cash, and will be made but once
annually on or about the last business day of December. If these gains are not
distributed, the Fund will pay the Federal Income Tax assessed thereon, if any,
and advise each shareholder of the amount of the tax credit to which he will
then be personally entitled.

Net gain on sale of portfolio securities when realized and distributed, whether
paid in cash or additional shares, is taxable. If the net asset value of
shares were reduced below a shareholder's cost by distribution of gain realized
on sale of securities, such distribution would be a return of investment though
taxable as
stated above.

To the extent that a regulated investment company distributes the excess of its
net gain over its net loss, such gain is not taxable to the company, but is
taxable to the shareholder, irrespective of how long the shareholder may have
held his shares.

IF YOU ACCOUNT FALLS BELOW $500

If your account balance falls below $500, we may sell your remaining shares in
Investors Research Fund at net asset value. We will first notify you by mail,
giving you at least 60 days notice that an INVOLUNTARY REDEMPTION may take
place. If you can increase your account balance to above $500 during the
notice period, the involuntary redemption will be canceled.

MAKING AUTOMATIC WITHDRAWLS

If you hold at least $5,000 in your account, you can sell a set dollar amount
each month or quarter. When you participate in this program, known as the
Automatic Withdrawals Plan, you will receive the payment around the 25th day of
the month. Shares will be sold at the net asset value effective on the 15th
day of the month (or effective on the closest business day) to make up the
amount of each month's payment. Note that because withdrawals are considered
redemptions, they may produce a gain or loss. If you purchase additional
shares at the same time that you make a withdrawal, you may have to pay taxes
and a sales load. Gains may be subject to tax. To sign up for the Automatic
Withdrawals Plan, fill out the appropriate section of the Application form.

You may stop automatic withdrawals at any time without charge or penalty by
calling ND Resources.

WIRING SALE PROCEEDS TO YOUR BANK ACCOUNT

If you are an investor with a non-retirement account, you can have your sale
proceeds electronically transferred to a commercial bank account. This is
known as an ELECTRONIC WIRE PRIVILEGE. To sign up for this option, simply fill
out the appropriate section of the Application Form. There is a charge by ND
Resources for wire service, and receiving banks may also charge for this
service. Payment by Automated Clearing House will usually arrive at your bank
two banking days after your call. Payment by wire is usually credited to your
bank account on the next business day after you call. While ND Resources will
also accept electronic wire sales by telephone, fax or dealer, you still need
to fill out and submit the information under the Electronic Wire Privilege
section of the Application Form.

TRANSACTIONS BY TELEPHONE

A benefit of investing through Investors Research Fund is that you can use our
telephone system to sell shares. If you do not wish to have this option
activated for your account, mark the box in the appropriate section of the
Application Form.

When you call ND Resources or ND Capital, you can perform a transaction with
Investors Research Fund in two ways:

* Speak directly with a representative during business hours (8 a.m. to
5:00 p.m. Central Time).

* Utilizing a telephone, you can use the automated telephone answering system
24 hours a day, seven days a week.

PLAN OF DISTRIBUTION UNDER RULE 12b-1:

On March 30, 1993, the Fund adopted a plan of distribution pursuant to the
SEC's Rule 12b-1. The plan became effective April 1, 1993. During Fiscal
1998, the Fund expended $55,557 pursuant to this plan. The plan authorizes the
Fund to make certain payments to broker-dealers who have engaged in the
marketing and distribution of the Fund's shares and who are available to
provide services to the Fund's shareholders. The payments are made quarterly
and are based on the value of shares held by Fund shareholders for whom the
registered representative is broker of record. Until May 13, 1997, all of the
payments represented compensation to underwriters, dealers and sales personnel
for services to shareholders of the Fund. No director or other interested
person of the Fund has any direct or indirect financial interest in the
operation of the plan or its related agreements.

On May 13, 1997, the Board of Directors amended the plan to re-allocate any
portion of the original plan's 25 basis points not required for payments to
broker-dealers to expenditures for distribution. Also, on August 12, 1997, the
Fund's shareholders approved an amendment to the plan increasing the maximum
expenditure under the plan to 50 basis points (minus the amounts required for
service payments pursuant to the original plan). Any expenditures for
distribution have to be approved in advance by the Fund's directors.

In fiscal 1998, the Fund paid service fees of $54,557 to various qualifying
brokers under the 12b-1 Plan. An additional $1,000 was paid for advertising.
The Fund does not pay for printing and mailing of prospectuses to persons other
than current shareholders.

The fund believes that the existence of the Plan has enhanced the service level
to Fund shareholders. There are no unreimbursed expenses carried over to
future years.

SHAREHOLDER/DEALER SERVICES PROSPECTUS
ND Resources, Inc. Application
1 North Main
Minot, ND 58703
1-800-292-6775

INVESTMENT ADVISER
Fox Asset Management, Inc.
44 Sycamore Avenue
Little Silver, NJ 07739
1-800-457-2159

January 30, 1999

Other Fund Documents
For more information about Investors Research
Fund, request a free copy of the Statement of
Additional Information or the Annual and
Semi-Annual Reports. The STATEMENT OF
ADDITIONAL INFORMATION provides more detailed
information about the Fund and its management and
operations. The ANNUAL REPORT discusses the market
conditions and investment strategies that significantly
affected Fund performance during the last year. The
SEMI-ANNUAL REPORT updates information provided
in the Annual Report for the next six months.

Investors Research Fund's Statement of Additional
Information and Annual Report have been filed
with the Securities and Exchange Commission, are
incorporated by reference and are legally a part
of this prospectus.

WHERE YOU CAN GET THESE DOCUMENTS:
* BY TELEPHONE. Call Investors Research Fund
toll-free at 1-800-292-6775, Monday-Friday,
8 a.m. to 5 p.m. Central Time. You may also
call this number for shareholder inquiries.

* FROM THE SEC. The SEC's Public Reference
Room in Washington, DC. For more information
call 1-800-SEC-0330.
Additional copies of this information (LOGO)
can be obtained, for a duplicating fee, INVESTORS
by writing the Public Reference Section RESEARCH
of the SEC, Washington, DC, 20549-6009. FUND
INCORPORATED
* BY MAIL Specify the document you are
requesting when writing to us.

ND Resources, Inc.
1 North Main
Minot, ND 58703

Investment Company Act File No. 811-861
DISTRIBUTOR/UNDERWRITER
ND Capital, Inc.
1 North Main
Minot, ND 58703
1-877-473-8631

__________________________________
Dealer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

FOR INVESTMENT COMPANIES

PART B

STATEMENT OF ADDITIONAL INFORMATION

INVESTORS RESEARCH FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

January 30, 1999

Investors Research Fund, Inc.
3757 State Street, Suite 204
Santa Barbara, California 93105
(800) 473-8731

TABLE OF CONTENTS

Topic Page

What Is Investors Research Fund, Inc.? 32

Investment Strategies and Risks 32

Temporary Defensive Positions 32

Portfolio Turnover 32

The Management of the Fund 32

Investment Restrictions 34

Portfolio Transactions 34

Directors Compensation Table 35

Investment Advisory and Other Services 36
(including Custodian, Auditors, etc.)

Determining the Price of Fund Shares 37

Reduction of Sales Charges 38

Brokerage Transactions 38

Risk in Fund Investments 39

Waiver of Sales Load for Certain Investors 39

Distribution of Fund Shares 40

Taxation of the Fund 40

Performance Data 40

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus dated January 30, 1999. The Prospectus may
be obtained from the Fund by calling the toll-free number below.

The Fund's audited financial statements are included in the Annual Report to
Shareholders dated September 30, 1998. The Annual Report and the Semi-Annual
Report dated March 31, 1998 are expressly incorporated herein by reference.
Those reports are available without charge upon request to the Fund. You can
make such a request by writing to the fund or calling toll-free 1-800-292-6775.

31
WHAT IS INVESTORS RESEARCH FUND, INC.?

Investors Research Fund, Inc. is a diversified management investment company of
the open-end type, commonly known as a mutual fund. It is a corporation
organized in 1959 under the laws of Delaware; it commenced operations on March
3, 1959.

INVESTMENT STRATEGIES AND RISKS

Our investment adviser, Fox Asset Management, Inc., utilizes the investment
style known as value investing. That style involves identification of stocks
which Fox concludes have been undervalued by the general market. Successful
value investing relies on incisive judgments about a company's management, its
products or services and its markets, and its management's ability to apply
good judgment in carrying out its plans.

All of the foregoing depends on the accumulation of accurate and truthful
information about the company under examination in order to correctly evaluate
that company's prospects and true value. There is always the risk that the
information compiled by Fox may not be accurate and that Fox's evaluation of
the company may be totally different from that of the market. However, on the
whole, the judgment of Fox's Investment Committee has been reasonably accurate
and it has successfully assessed many companies and their managements over the
years of Fox's life.

TEMPORARY DEFENSIVE POSITIONS

Although the Fund believes that reasonably full investment in the market is
the best long-run strategy, on occasion it may utilize defensive investments.
Those investments will almost always be U.S. Treasury instruments or, perhaps
on occasion, money market funds.

PORTFOLIO TURNOVER

On January 1, 1994, Lakeview Securities Corporation became the investment
adviser to the Fund. It developed that their management techniques resulted in
substantially greater turnover than the Fund had experienced under prior
advisers. In fact, it had more than doubled the turnover rates we had
previously experienced. On June 22, 1998, the Fund changed advisers and
employed Fox Asset Management as adviser.

Fox has informed the Fund that their portfolio management style calls for
significantly lower turnover of portfolio stocks. Fox has stated that, in the
future, we can expect a portfolio turnover rate of approximately 35%. That
rate, if effected, will significantly reduce portfolio management expenses by
reducing at least the brokerage commissions generated by high turnover. It
should also have a beneficial effect on the taxes payable by shareholders by
securing more long-term capital gains and fewer short-term capital gains,
although, as always, investment performance considerations will override other
factors in the management of the portfolio.

THE MANAGEMENT OF THE FUND

Under Delaware law, the business and affairs of Investors Research Fund are to
be managed by, or under the direction of, the Board of Directors.

OFFICERS AND DIRECTORS OF THE FUND

The names and addresses of the officers and directors of the Fund are set forth
below, together with their principal business affiliations and occupations for
the past five years, mailing address, and number of shares owned on September
30, 1998:

Hugh J. Haferkamp,* President and Director, is an attorney-at-law in private
practice in the Santa Barbara area. Has been legal counsel to Investors
Research Fund, Inc. for approximately 19 years.
11800 Baccarat Lane, NE, Albuquerque, NM 87111-7600
(1,114 shares)

Michael A. Marshall,* Vice-President, Director and Member of the Executive
Committee**, is a former Senior Vice-President of Prudential California Realty
and is engaged in real estate investment and property management, M-P Marshall
& Co.
23 Princeton Trail, Coto De Caza, CA 92679
(4,531 shares)

James A. Corradi,* Secretary-Treasurer, Director and Member of the Executive
Committee,** Retired business executive, former General Manager of Hope Ranch
Park Homes Association, and former Board President of Cook College at Rutgers
University.
5014 Whitney Court, Santa Barbara, CA 93111
(770 shares)

Gertrude B. Calden, Director and Honorary Member of the Executive Committee,**
is Emeritus Director, Foundation for Santa Barbara City College and has served
under three Presidents on the National Advisory Council on Adult Education.
227 East Anapamu Street, Santa Barbara, CA 93101
(23,297 shares)

Richard Chernick, Director, is a Retired Partner of the Los Angeles Law Firm
of Gibson, Dunn & Crutcher, is currently active in arbitration and mediation
of disputes in the Los Angeles area.
3055 Wilshire Boulevard, Seventh Floor, Los Angeles, CA 90010-1108
(10,021 shares)

Fredric J. French, Director, is President of Merrimac Advisors Company, a
private investment manager; formerly President and Senior Portfolio
Strategist of The Arms Companies since November, 1992.
6201 Uptown Boulevard, NE, Albuquerque, NM 87110
(818 shares)

Harry P. Gelles, Director and Member of the Executive Committee,** is a private
investment banker. He previously was employed in investment banking activities
with Cruttendon Company, Irvine, CA, and with Chelsea Management Company, Los
Angeles. He is currently a director of Chelsea Management.
1114 State Street, Suite 236, Santa Barbara, CA 93101
(3,741 shares)

Leonard S. Jarrott, Director, and Member of the Executive Committee,** is a
Real Estate Investment Advisor and independent Real Estate Broker in Santa
Barbara, CA.
2725 Vernon Road, Santa Barbara, CA 93105
(1,199 shares)

William J. Nasif, Director, is a Certified Public Accountant and Partner of
Nasif, Hicks, Harris & Co., Certified Public Accountants of Santa Barbara, CA.
1111 Garden Street, Santa Barbara, CA 93101

Mark Schniepp, Director, is Director of the Economics Forecast Project at the
University of California, Santa Barbara, CA.
944 Randolph Road, Santa Barbara, CA 93111

Dan B. Secord, Director, is in private practice of obstetrics and gynecology
since 1969. Staff, Santa Barbara Cottage Hospital in Santa Barbara, CA and
currently on the Credentials Committee of the medical staff. Member, Santa
Barbara City Council.
2329 Oak Park Lane, Santa Barbara, CA 93105

Mark L. Sills, Director, is an independent business consultant in private
practice.
3751 Lincolnwood Drive, Santa Barbara, CA 93110
(25,806 shares)

All directors are paid by the Fund except directors employed by the adviser.

*Are "interested persons" as defined in Section 2(a) (19) of the Investment
Company Act of 1940, as amended.

**The Board of Directors has established an Executive Committee whose function
is to take action between the regular meetings of the Board. The Committee has
all of the powers and authority of the full Board in the management of the
business of the Fund except the power to declare dividends and to adopt, amend
or rescind By-Laws.

On September 30, 1998, the officers and directors and their families
collectively owned 71,297 shares of the Fund with a value of approximately
$236,706. The amount of shares owned by the directors and officers as a group
is approximately 1% of Fund shares outstanding.

The Board of Directors oversees and controls all operations of the Fund
including: Recommending and monitoring the Investment Adviser; determining
that the investment policies of the Fund are carried out; the employment and
termination of all employees, consultants, agents and service providers; and
declaration of dividends.

The Board of Directors also monitors and controls custodial shareholder record
keeping expenses, audit, accounting and legal fees. Directors fees are set
directly by the Board of Directors. Taxes, postage and regulatory fees of the
Securities and Exchange Commission and state regulatory bodies are determined
unilaterally by government agencies.

The Board of Directors has also established an Audit Committee. That
committee's functions are to supervise and oversee audits by the Fund's
independent accountants, review the auditor's audit plans and procedures, and
to review the auditor's recommendations concerning the Fund's accounting
records, procedures and internal controls. Messrs. Corradi, Nasif and Schniepp
currently comprise the Audit Committee.

INVESTMENT RESTRICTIONS
(WHAT THE FUND MAY NOT DO)

1. May not purchase any securities on margin. May not lend money or
securities. It may, however, purchase notes, bonds, certificates of deposit
or evidences of indebtedness of a type commonly distributed by financial
institutions.
2. May not issue any senior securities other than notes to evidence bank
borrowing.
3. May not sell any securities short, or distribute or underwrite securities
of others.
4. May not purchase the securities of any company which has not been in
continuous operation for three years or more.
5. May not invest more than 5% of the value of its gross assets in securities
of any one issuer, other than those of the U.S. Government.
6. May not own more than 10% of the outstanding voting, or any other class of,
securities of a single issuer.
7. May not purchase and sell commodities and commodity contracts, or real
estate.
8. May not purchase the securities of any other mutual fund.
9. May not invest in any companies for the purpose of exercising control
or management.
10. May not own the securities of any company in which any officer or director
of this Fund has a substantial financial interest.
11. May not trade in securities with directors and officers of this Fund.
12. May not invest in restricted equity securities, commonly known as "letter
stock," warrants, oil, gas and other mineral leases, and illiquid securities
and also may not invest or engage in arbitrage transactions or in puts, calls,
straddles or spreads.
13. The Fund may not issue any shares for any consideration other than cash.
14. May not invest more than 25% of its net assets in any one industry or
industry group.
15. The general policy is that the Fund may not borrow except in an emergency.

None of the restrictions set forth above, except number 15, may be changed
without the approval of the holders of the lesser of (1) 67% of the eligible
votes, if the holders of more than 50% of the eligible votes are represented or
(2) more than 50% of the eligible votes.

In addition to the foregoing restrictions, the Fund is subject to certain other
non-fundamental policies which may be changed without shareholder approval.

PORTFOLIO TRANSACTIONS

Fox Asset Management, Inc. (the "Adviser") makes investment decisions and
arranges for the placement of buy and sell orders and the execution of
portfolio transactions for the Fund, subject to review by the Board of
Directors. In this regard, the Adviser will seek to obtain the most favorable
price and execution for the transaction given the size and risk involved.
In placing executions and paying brokerage commissions, the Adviser considers
the financial responsibility and reputation of the broker or dealer, the range
and quality of the services made available to the Fund and the professional
services rendered, including execution, clearance procedures, wire service
quotations and ability to provide supplemental performance, statistical and
other research information for consideration, analysis and evaluation by the
Adviser's staff. In accordance with this policy, brokerage transactions may
not be executed solely on the basis of the lowest commission rate available for
a particular transaction. Research services provided to the Adviser by or
through brokers who effect portfolio transactions for the Fund may be used in
servicing other accounts managed by the Adviser and likewise research services

provided by brokers used for transactions of other accounts may be utilized by
the Adviser in performing services for the Fund. Subject to the requirements
of best execution, the placement of orders by securities firms for shares of
the Fund may be taken into account as a factor in the placement of portfolio
transactions.

On occasions when the Adviser deems the purchase or sale of a security to be in
the best interests of the Fund as well as other fiduciary accounts, the
Adviser may aggregate the securities to be sold or purchased for the Fund with
those to be sold or purchased for other accounts in order to obtain the best
net price and most favorable execution. In such event, the allocation will be
made by the Adviser or in the manner considered to be most equitable and
consistent with its fiduciary obligations to all such fiduciary accounts,
including the Fund. In some instances, this procedure could adversely affect
the Fund but the Fund deems that any disadvantage in the procedure would be
outweighed by the increased selection available and the increased opportunity
to engage in volume transactions.

The Adviser believes that research from brokers and dealers is desirable,
although not essential, in carrying out its functions, in that such outside
research supplements the efforts of the Adviser by corroborating data and
enabling the Adviser to consider the views, information and analyses of other
research staffs. Such views, information and analyses include such matters as
communicating with persons having special expertise on certain companies,
industries, areas of the economy and/or securities prices, obtaining written
materials on these or other areas which might affect the economy and/or
securities prices, obtaining quotations on securities prices and obtaining
information on the activities of other institutional investors. The Adviser
researches at its own expense, each security included in, or being considered
for inclusion in, the Fund's portfolio. As any particular research obtained by
the Adviser may be useful to the Fund, the Board of Directors or its Committee
on Brokerage, in considering the reasonableness of the commissions paid by the
Fund, will not attempt to allocate, or require the Adviser to allocate, the
relative costs or benefits of research.

During the last three fiscal years ended September 30, 1998, 1997 and 1996, the
Fund paid brokerage commissions of $196,818, $257,905 and $424,531,
respectively.

DIRECTORS' COMPENSATION SCHEDULE

Total
Aggregate Compensation
Name, Position Compensation As Director
- ------------------------------------------------------------------------------
Hugh J. Haferkamp $24,350 $2,750
President, Director
Michael A. Marshall $ 2,750 $2,750
Vice President, Director
James A. Corradi $ 2,750 $2,750
Secretary-Treasurer, Director
Gertrude B. Calden $ 2,750 $2,750
Director
Richard Chernick $ 1,750 $1,750
Director
Fredric J. French $ 1,500 $1,500
Director
Harry P. Gelles $ 2,750 $2,750
Director
Leonard S. Jarrott $ 2,000 $2,000
Director
William J. Nasif $ 2,250 $2,250
Director
Mark Schniepp $ 2,750 $2,750
Director
Dan B. Secord $ 1,500 $1,500
Director
Mark L. Sills $ 2,250 $2,250
Director

INVESTMENT ADVISORY SERVICES

Fox Asset Management, Inc. serves as investment adviser for the Fund pursuant
to an investment advisory agreement (the "Advisory Agreement") adopted in
accordance with the requirements of the Investment Company Act of 1940.
Pursuant to the Advisory Agreement, the Adviser, subject to the general
supervision of the Fund's Board of Directors, provides management and
investment advice, and furnishes statistical , executive and clerical
personnel, bookkeeping, office space, and equipment necessary to carry out its
investment advisory functions and such corporate managerial duties as are
requested by the Board of Directors of the Fund. The Fund bears all expenses
other than those specifically assumed by the Adviser under the Advisory
Agreement, including preparation of its tax returns, financial reports to
regulatory authorities, dividend determinations and transaction and accounting
matters related to its custodian bank, transfer agency, custodial and
shareholder services, and qualifications of its shares under federal and state
securities laws.

For the Adviser's services, the Fund pays the Adviser a quarterly fee of 0.125%
at the annual rate of 0.50% based on average daily net assets, as follows: At
the end of each quarter, the net asset value on the last day of each month of
that quarter is determined. Those three numbers are averaged and the result is
multiplied by 0.125%. The maximum annual advisory fee is 0.5% based on the
foregoing calculations for the one-year period.

The aggregate advisory fees paid by the Fund to the Advisers for the fiscal
years ended September 30, 1998, 1997 and 1996 were $147,957; $150,169 and
$145,654, respectively.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

There are no persons who qualify as control persons and there are no persons
who own beneficially 5 percent or more of the Fund's outstanding equity
securities.

INVESTMENT ADVISORY AND OTHER SERVICES

(a) The Fund's investment adviser is Fox Asset Management, Inc., a New Jersey
corporation organized in 1985. Its principal office is at 44 Sycamore
Avenue, Little Silver, NJ. The principal shareholder of Fox is J. Peter
Skirkanich, who serves as President and Chief Investment Officer of Fox.
Mr. Skirkanich owns the substantial majority of the shares of Fox Asset
Management, Inc. and qualifies as a controlling person of the adviser.

Fox became adviser to the Fund effective June 22, 1998 and has served
continuously since then. The Fund paid Fox $34,315.39 for its services
between June 22, 1998 and September 30, 1998.

Lakeview Securities Corporation served as the Fund's adviser from January
1, 1994 to June 21, 1998. Lakeview received $113,452 for its services
during fiscal 1997-98, $150,169 during 1996-97, and $145,654 during
1995-96.

Lakeview paid the rent on the Fund's headquarters office during the period
it was adviser. Fox does not make that rent payment. There are no expense
limitations imposed expressly on Fox by the advisory agreement since
federal law has eliminated such limitations by the states.

Fox provides continuous investment management services for the Fund's
portfolio of investments, including the stocks, bonds and cash. Fox is
obligated to have available at all times all qualified personnel,
equipment, office space and supplies, and research services necessary to
competently manage the portfolio of the Fund. The investment services
include buy and sell decisions, industry and sector weightings,
liquidations for disbursements, continuous investment of incoming funds,
and performance calculations.

(b) The principal underwriter for the Fund is ND Capital, Inc., 1 North Main,
Minot, ND 58703. ND Capital provides and maintains its own personnel,
offices and any other equipment necessary for its services in marketing
and distribution of Fund shares. ND Capital does not pay any fees,
expenses or costs of the Fund. ND Capital re-allows 3% of the selling
price of the Fund's shares as a commission to dealers.

(c) The Fund has contracted with the Santa Barbara public accounting firm of
Bartlett, Pringle & Wolf for certain accounting functions required for
Fund operations. Their services include semi-monthly trial balances,
tracking of dividends and distributions receivable by the Fund,
calculation of dividend and distributions to be paid by the Fund, and
similar activities. The Fund paid Bartlett, Pringle & Wolf $33,965 in
1997-98; $38,796 in 1996-97; and $45,305 in 1995-96.

In accordance with the provisions of the Investment Company Act, the Advisory
Agreement will terminate automatically upon assignment and is subject to
cancellation without penalty upon 60 days' written notice by the Fund's Board
of Directors, the vote of the holders of a majority of the Fund's outstanding
shares or the Adviser. The continuance of the Agreement must be approved at
least annually by the Fund's Board of Directors or by the vote of holders of a
majority of the outstanding shares of the Fund. In addition, any new agreement
or the continuation of the existing agreement must be approved by a majority of
directors who are not parties to the agreement or interested persons of any
such party.

The Adviser has adopted a Code of Ethics which regulates the personal
securities transactions of the Adviser's investment personnel and other
employees and affiliates with access to information regarding securities
transactions of the Fund. The Code of Ethics requires investment personnel
to disclose personal securities holdings upon commencement of employment and
all subsequent trading activity to the Adviser's Compliance Officer.
Investment personnel are prohibited from engaging in any securities transac-
tions, including the purchase of securities in a private offering, without the
prior consent of the Compliance Officer. Additionally, such personnel are
prohibited from purchasing securities in an initial public offering and are
prohibited from trading in any securities (i) for which the Fund has a pending
buy or sell order, (ii) which the Fund is considering buying or selling, or
(iii) which the Fund purchased or sold within seven calendar days.

CUSTODIAN

The Custodian of the Fund's assets is UMB Bank, 928 Grand Avenue, Kansas City,
MO 64141. The Custodian maintains all of the instruments representing the
investments of the Fund and all cash. The Custodian delivers securities
against payment upon sale and pays for securities against delivery upon
purchase. The Custodian also remits Fund assets in payment of Fund expenses
pursuant to instructions of officers or resolutions of the Board of Directors.

The Fund has contracted with UMB Bank, 928 Grand Avenue, Kansas City, MO to
serve as custodian of Fund shares held in retirement accounts established
through the Fund. The charges by UMB Bank for its services in this respect are
paid by the shareholder for whose benefit the retirement account was
established. That contract became effective December 14, 1998.

AUDITORS

The Fund's auditors are Timpson-Garcia, CPAs, 1610 Harrison Street, Oakland, CA
94612. The audit includes examination of annual financial statements furnished
to shareholders and filed with the Securities and Exchange Commission,
consultation on financial accounting and reporting matters, and meeting with
the Audit Committee of the Board of Directors. In addition, the auditors
review federal and state income tax returns and related forms.

SHAREHOLDER SERVICES PROVIDER

The Fund has also contracted with ND Resources, Inc., 1 North Main, Minot, ND
58703 to act as its Shareholder Services Provider. ND Resources will prepare
and maintain the bookkeeping records for shareholder accounts. The contract
for ND Resources' services became effective December 14, 1998. Compensation
for those services is basically on a per account basis.

TRANSFER AND DIVIDEND PAYING AGENT

The Fund's transfer agent and dividend-paying agent is ND Resources, Inc., 1
North Main, Minot, ND.

DETERMINING THE PRICE OF SHARES

The fund does not price its shares or accept orders for purchases or redemp-
tions on days when the New York Stock Exchange is closed. Such days currently
can include New Year's Day, Martin Luther King, Jr. Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

Certain brokers and certain designated intermediaries on their behalf may
accept purchase and redemption orders. The Fund will be deemed to have
received such an order when the broker or the designee has accepted the order.
Customer orders are priced at the net asset value next computed after such
acceptance. Such order may be transmitted to the Fund or its agents several
hours after the time of the acceptance and pricing.

REDUCTION OF SALES CHARGE

There are a number of ways to reduce the sales charge imposed on the purchase
of the Fund's shares, as described below. These reductions are based upon the
fact that there is less sales effort and expense involved in respect to
purchases by affiliated persons and purchases made in large quantities.

FAMILY OR GROUP PURCHASES. Certain purchases made by or for more than one
person may be considered to constitute a single purchase, including
(i) purchases for family members, including spouses and children under 21,
(ii) purchases by trust or other fiduciary accounts and purchases by Individual
Retirement Accounts for employees of a single employer and (iii) purchases made
by an organized group of 200 or more persons, whether incorporated or not, if
the group has a purpose other than buying shares of mutual funds and has
sponsored Investors Research Fund as an investment vehicle for its members. For
further information on group purchase reductions, contact the Adviser or your
dealer.

STATEMENTS OF INTENTION. Another way to reduce the sales charge is by signing
a Statement of Intention. A Statement is included in the Application Form
included in the Prospectus. Please read it carefully before completing it.

If you enter into a Statement of Intention you (or any "single purchaser" ) may
state that you intend to invest at least $25,000 in the Fund's shares over a
13-month period. The amount you say you intend to invest may include shares
which you already own, valued at the offering price, at the end of the period
covered by the Statement. A Statement may be backdated up to 90 days to
include purchases made during that period, but the total period covered by the
Statement may not exceed 13 months.

Shares having a value of 5% of the amount you state you intend to invest will
be held on a restricted basis to make sure that any additional sales charges
are paid.

No additional sales charge will be payable if you invest the amount you have
indicated. Each purchase under a Statement will be made as if you were buying
at one time the total amount indicated. For example, if you indicate that you
intend to invest $25,000, you will pay a sales charge of 3% on each purchase.

If you buy additional amounts during the period to qualify for an even lower
sales charge, you will be charged such lower charge. For example, if you
indicate that you intend to invest $25,000 and actually invest $50,000, you
will, by retroactive adjustment, pay a sales charge of 2.5%.

If during the 13-month period you invest less than the amount you have
indicated, you will pay an additional sales charge. For example, if you state
that you intend to invest $25,000 and actually invest only $20,000, you will,
by retroactive adjustment, pay a sales charge of 3.75%. The sales charge you
actually pay will be the same as if you had purchased the shares in a single
purchase.

A Statement does not bind you to buy, nor does it bind the Adviser to sell, the
shares covered by the Statement.

RIGHTS OF ACCUMULATION. Another way to reduce the sales charge is under a
right of accumulation. This means that the larger purchase entitled to a lower
sales charge need not be in dollars invested at one time. The larger purchases
that you (or any "single purchaser") make at any one time can be determined by
adding to the amount of a current purchase the value of Fund shares (at
offering price) already owned by you.

For example, if you owned $100,000 worth (at offering price) of Fund shares and
invest $5,000 in additional shares, the sales charge on that $5,000 investment
would be 2%, not 2.5%.

If you claim this right of accumulation, you or your dealer must so notify the
Distributor (or ND Resources, if the investment is mailed to ND Resources) when
the purchase is made. Enough information must be given to verify that you are
entitled to such right.

BROKERAGE TRANSACTIONS

Discretion as to broker selection for purchase and sale of portfolio securities
has been granted to Fox by the Fund. Fox's exercise of that discretion is
subject to review and supervision by the Fund's Board of Directors. Fox has
informed the Fund that its selection of brokers to effect portfolio transac-
tions is based solely on "best execution" considerations. Fox aggregates
purchases and sales of securities for the Fund with other clients' purchases
and sales for those clients who have not directed Fox to use specific brokers.
Fox contacts several brokers before selecting one or more to effect the
transaction and determines which of the brokers can best handle that particular
order.

Fox is constantly in contact, and doing business, with broker-dealers and is
quite familiar with conditions in that industry and with the securities markets
in general. Consequently, Fox is in an excellent position to determine what is
"best execution" in the market place at any particular time. Fox may also give
consideration to the fact that research information has been provided to it by
certain brokers, but not to weight that service so as to allow for broker
selection on a basis other than best execution.

With respect to "best execution," that term does not necessarily denote the
lowest commission rate available for a particular transaction. In placing
orders and paying commissions, Fox considers the financial responsibility and
reputation of the broker-dealer, the range and quality of the services that are
made available to the Fund by the broker, including execution, clearance
procedures, wire service quotations, and the ability to provide supplemental
performance and support information to Fox's investment personnel. Subject to
the requirement of best execution, the sale of shares of Investors Research
Fund may be taken into account as a factor in placing portfolio transactions.

THE RISK IN FUND INVESTMENTS

Every investment carries some market risk. The Fund's investments in stocks
are subject to changes in their value from a number of factors, such as
changes in general stock and bond market movements and the change in value
of particular stocks or bonds because of an event affecting the issuer.
Changes in interest rates also can affect stock and bond prices. These
changes can affect the value of the Fund's investments and the price per share
of the shares of the Fund. The Fund's net asset value per share will usually
fluctuate with the changes in the market prices of its portfolio shares, which
fluctuation can occur almost daily when the markets are open.

However, a primary objective of Investors Research Fund, in addition to share-
holder return, is the preservation of each shareholder's capital. Therefore,
we maintain a portfolio which usually consists of stocks which present a
substantially lower level of risk than that of the stock market in general.

Part of the Fund's investment approach is to move some of the portfolio into
Treasury bills ("cash") when it appears that there may be a significant down-
ward movement in the type of stocks in which the Fund investments. Although
this entails a higher turnover, over time the value of that approach in
preserving capital has been proven.

Shares of the Fund are not deposits or obligations of, or guaranteed or
endorsed by, any financial institution, and are not insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.
Shares of the Fund involve investment risk, including possible loss of
principal, and they may be worth more or less than their original cost when
redeemed.

WAIVER OF SALES LOAD FOR CERTAIN INVESTORS

Shares are sold at net asset value and without sales commission to the
directors (including retired directors with long service), officers of the
Fund, its Investment Adviser and Principal Underwriter and broker-dealers who
maintain selling agreements with the Underwriter, or the bona fide employees
or sales representatives of any of the foregoing who have acted as such for not
less than 90 days, and to their family members or to any trust, pension, profit
sharing or other benefit plan for such persons, upon written assurance that the
shares are being purchased for investment purposes and will not be resold
except through redemption or repurchase by or on behalf of the Fund.

The Fund has agreed to waive the sales load on shares purchased by investors
who have employed fee based investment advisers to assist them. This waiver
applies to persons who are clients of financial institution trust departments,
fee based financial advisers, and holders of "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 manage-
ment investment companies or separate accounts of insurance companies.

The Board of Directors has also approved a program under which members of
qualified organizations are able to invest at net asset value on the basis of
broker cooperation. The arrangement applies when the following requirements
are met: (1) the individual is a member of an organization which has at least
200 members, (2) that organization has sponsored Investors Research Fund, Inc.
as an investment vehicle for its members, and (3) the selling broker has agreed
to waive any commission on the transactions of members of that organization
investing in the Fund through that broker. ND Capital, Inc., the Fund's under-
writer, has agreed to waive its usual underwriting retention for investors
meeting the above requirements.

In connection with such shares, the Fund may impose a redemption fee of 1% on
the shares redeemed within one year of 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. 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. Finally, shares will be sold at net asset value to persons who are
affiliated with clients of Fox Asset Management, Inc. and to persons sponsored
to the Fund by Fox.

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

DISTRIBUTION OF FUND SHARES

ND Capital, Inc. ("the Distributor"), acts as principal underwriter of the
Fund's shares on a continuing basis pursuant to a Distributing Agreement.
Pursuant to the Distributing Agreement, the Distributor pays for all expenses
in connection with the preparation, printing and distribution of advertising
and sales literature for use in offering the Fund's shares to the public,
including reports to shareholders to the extent they are used as sales
literature. The Distributor also pays for the preparation and printing of
prospectuses other than those forwarded to existing shareholders. The
continuance and assignment provisions of the Distributing Agreement are the
same as those of the Advisory Agreement.

During the Fund's fiscal years ended September 30, 1998, 1997, and 1996 the
previous Distributor Diversified Securities, Inc. received total sales charges
(which the Fund does not pay) on the sale of Fund shares of $4,483, $2,298 and
$2,945, respectively.

In addition, the Fund has adopted a distribution plan with respect to its
shares pursuant to Rule 12b-1 under the Investment Company Act (the "Distribu-
tion Plan"). Payments under the Distribution Plan are limited to a maximum
annual rate of 0.50% of the average daily net asset value of the shares.

The Distribution Plan continues annually so long as it is approved in the
manner provided by Rule 12b-1 or unless earlier terminated by vote of the
majority of the Fund's Independent Directors or a majority of the Fund's
outstanding shares. The Distributor is required to furnish quarterly written
reports to the Board of Directors detailing the amounts expended under the
Distribution Plan. The Distribution Plan may be amended provided that all such
amendments comply with the applicable requirements then in effect under Rule
12b-1. Presently, Rule 12b-1 requires, among other procedures, that it be
continued only if a majority of the Independent Directors approve continuation
at least annually and that amendments materially increasing the amount to be
spent for distribution be approved by the Independent Directors and the
shareholders. As long as the Distribution Plan is in effect, the Fund must
commit the selection and nomination of candidates for new Independent Directors
to the sole discretion of the existing Independent Directors.

TAXATION OF THE FUND

Investors Research Fund is qualified as a regulated investment company under
subchapter M of the Internal Revenue Code and has elected to be so taxed. As
long as the Fund qualifies as a RIC, essentially all of the income and capital
gains are passed out to the shareholders and the Fund is not taxed on them.
If there were to be a failure of qualification, the Fund itself would be taxed
on the undistributed income and capital gains, creating a form of double
taxation. The Fund intends to continue qualification as a RIC.

PERFORMANCE DATA

The average annual total return (as defined below) with respect to the Fund's
shares for each of the periods indicated below is as follows:

One year ended December 31, 1998 ................. 2.45%
Five years ended December 31, 1998 ............... 10.21%
Ten years ended December 31, 1998 ................ 10.25%

Average annual return measures both the net investment income generated by, and
the effect of any realized or unrealized appreciation or depreciation of, the
underlying investments in the Fund's portfolio. Average annual total return
is calculated in accordance with the standardized method prescribed by the
Securities and Exchange Commission by determining the average annual compounded
rates of return over the periods indicated, that would equate the initial
amount invested to the ending redeemable value, according to the following
formula:

P(1-T)n = ERV
Where: P = hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the period
of a hypothetical $1,000 payment made at the
beginning of such period.

This calculation (i) assumes all dividends and distributions are reinvested at
net asset value on the appropriate reinvestment dates and (ii) deducts (a) the
maximum front-end or applicable contingent deferred sales charge from the
hypothetical initial $1,000 investment, and (b) all recurring fees, such as
advisory fees, charged as expenses to al shareholder accounts.

Total return is the cumulative rate of investment growth which assumes that
income dividends and capital gains are reinvested. It is determined by
assuming a hypothetical investment at the net asset value at the beginning of
the period, adding in the reinvestment of all income dividends and capital
gains, calculating the ending value of the investment at the net asset value
as of the end of the specified time period, subtracting the amount of the
original investment. This calculated amount is then expressed as a percentage
by multiplying by 100.

The total return (as defined above) for the Fund's shares for each of the
periods indicated below is as follows:

One-year ended December 31. 1998 ................... 6.44%

Five years ended December 31, 1998 .................. 68.89%

Ten years ended December 31, 1998 .................. 126.67%

In advertising and sales literature the Fund may publish various statistics
describing its investment portfolio such as the Fund's average Price to Book
and Price to Earnings ratios, beta, alpha, R-squared, standard deviation, etc.

In reports or other communications to shareholders and in advertising material,
the Fund may compare its performance to recognized averages and indices of
performance such as the Consumer Price Index, the Dow Jones Industrial Average,
the Standard & Poor's 500 Stock Index and to the performance of mutual fund
indexes as reported by Lipper Analytical Services, Inc. ("Lipper") or CDA
Investment Technologies, Ind. ("CDA"), two widely recognized independent mutual
fund reporting services. Lipper and CDA performance calculations include
reinvestment of all capital gain and income dividends for the periods covered
by the calculations. The Consumer Price Index is generally considered to be a
measure of inflation. The Dow Jones Industrial Average and the Standard &
Poor's 500 Stock Index are unmanaged indices of common stocks which are
considered to be generally representative of the United States stock market.
The market prices and yields of these stocks will fluctuate.

The Fund may also use evaluations of the Fund published by nationally recog-
nized ranking services and by financial publications. Any given performance
comparison should not be considered representative of the Fund's performance
for any future period.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

FOR INVESTMENT COMPANIES

PART B

FINANCIAL REPORTS

SEPTEMBER 30, 1998

INVESTORS RESEARCH FUND, INC.

Item 22 - Financial Statements

(a) Statements and Schedules - Specified by Regulation S-X
Page
<S> <C>
1. Independent Auditor's Report 44
2. Statement of Assets and Liabilities as of September 30, 1998 45
3. Statement of Operations - including Realized and Unrealized Capital Gains or (Losses) on 46
Investments for the Fiscal Year Ended September 30, 1998
4. Statements of Changes in Net Assets for the Two Fiscal Years Ended September 30, 1997 and 1998 47
5. Notes to Financial Statements 48
6. Securities in the Fund - Schedule of Investments in Securities of Unaffiliated Issuers 52
7. Selected Per Share Data and Ratios (Financial Highlights) 55
8. Statements of Operations for the Fiscal Years Ended September 30, 1997 and 1998 56

</TABLE>

INDEPENDENT AUDITOR'S REPORT

To the Shareholders and
Board of Directors
Investors Research Fund, Inc.

We have audited the accompanying statement of assets and liabilities of
INVESTORS RESEARCH FUND, INC., including the securities in the Fund, as of
September 30, 1998, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
confirmation of securities owned as of September 30, 1998, by correspondence
with the custodian. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
INVESTORS RESEARCH FUND, INC. as of September 30, 1998, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the five years in the period then ended, in conformity with generally
accepted accounting principles.

TIMPSON GARCIA

Oakland, California
October 16, 1998

INVESTORS RESEARCH FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

September 30, 1998

A S S E T S

Investments in securities, at market
(cost $26,957,568) (Note 1) $ 23,597,725
Cash 240,210

Receivables - dividends from common stocks 22,713
- interest 2,451
Other assets 22,102
----------
$ 23,885,201

L I A B I L I T I E S

Accrued expenses (Note 2) 82,210
----------
Net assets at September 30, 1998 $ 23,802,991
==========
Net assets value per share on 7,166,640
shares outstanding (Note 3) $3.321

Maximum offering price per share
(100/96.25 of $3.321) $3.450

See Notes to Financial Statements.

INVESTORS RESEARCH FUND, INC.

STATEMENT OF OPERATIONS

Year Ended September 30, 1998

Investment income:
Dividends $ 720,775
Interest 102,194
Other 770
-------
Total investment income $ 823,739

Expenses:
Investment advisory fee (Note 2) $ 147,957
Legal, accounting and auditing 78,225
Transfer agent fee 48,099
12b-1:
Service fees $ 54,557
Distribution fees 1,000 55,557
-------
Custodian fee 14,903
Consulting fees 20,363
Salaries - officer 21,600
Salaries - other 31,415
Directors' fees 25,750
Office 25,218
Insurance 24,607
Taxes 16,283
Registration fees 14,830
Notices to investors 12,004
Board meeting 7,312
Edgar filing 5,189
Miscellaneous 2,100

Total expenses 551,412
--------
Net investment income $ 272,327

Realized and unrealized gain on investments:
Net realized gain $ 1,928,784
Change in unrealized (depreciation) of
Investments during the year (4,740,347)
-----------
Net (loss) on investments (2,811,563)
----------

Net decrease in net assets resulting from operations $ (2,539,236)
===========
See Notes to Financial Statements.

<TABLE>
<CAPTION>
INVESTORS RESEARCH FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS

Years Ended September 30, 1998 and 1997

<S> <C> <C>
1998 1997
---- ----
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income $ 272,327 $ 612,711
Net realized gain on investments 1,928,784 7,324,197
Net change in unrealized appreciation
(depreciation) of investments (4,740,347) 473,705
---------- ---------
Net increase (decrease) in net assets
resulting from operations $(2,539,236) $8,410,613
---------- ---------
Distributions paid to shareholders:
From net investment income $ (525,264) $(1,994,015)
From net realized gain on investments (6,713,944) (2,914,330)
---------- ----------
Total distributions to shareholders $(7,239,208) $(4,908,345)
---------- ----------
Fund share transactions:
Proceeds from sale of Fund shares $ 334,851 $ 405,679
Proceeds from reinvestment of distributions from net
Investment income and net realized gain on investments 6,434,548 4,383,443
Cost of shares redeemed from shareholders (6,559,652) (5,361,830)
---------- ----------
Net increase (decrease) in net assets due
to fund share transactions $ 209,747 $ (572,708)
---------- ----------
Total increase (decrease) in net assets $(9,568,697) $ 2,929,560

NET ASSETS:
Beginning of year 33,371,688 30,442,128
---------- ----------
End of year $23,802,991 $33,371,688
========== ==========
NET ASSETS CONSIST OF:
Fund shares at par $ 7,166,640 7,013,271
Paid in capital 19,476,058 19,419,681
Undistributed net investment income 519,631 772,567
Undistributed net realized gain
on sale of investment securities 505 4,785,665
Unrealized appreciation (depreciation) of
investment securities (3,359,843) 1,380,504
---------- ---------
$23,802,991 $33,371,688
=========== ===========
</TABLE>
See Notes to Financial Statements.

INVESTORS RESEARCH FUND, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1. Significant Accounting Policies

Investors Research Fund is registered under the Investment Company Act of 1940,
as amended, as a diversified, open-end management investment company. The Fund
is incorporated in the State of Delaware.

Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets,
liabilities, revenues and expenses.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of their financial statements. The
policies are in conformity with generally accepted accounting principles for
investment companies.

Security valuations:

A security listed or traded on an exchange is valued at its last sales price
on the exchange where the security is principally traded. Each security
reported on the NASDAQ National Market System is valued at the last sales
price on the valuation date. Short-term obligations (U.S. Treasury Bills)
are valued at amortized cost which approximates market value.

Security transactions and related investment income:

Security transactions are accounted for on the date the securities are
purchased or sold (trade date). Realized gains or losses on security
transactions are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income is recorded on the ex-
dividend date.

Distributions to shareholders:

Dividends to shareholders are recorded on the ex-dividend date. Net
investment income and net realized gains from security transactions are
generally distributed at December 31 of each calendar year. See Note 5.

Income taxes:

The Fund's policy is to comply with the requirements of the Internal Revenue
Code that are applicable to regulated investment companies and to distribute
all its taxable income to its shareholders. Therefore, no provision for
federal income taxes is recorded in the financial statements.

Note 2. Affiliated Party Transactions

Investment advisory fee:

Lakeview Securities Corporation and its sub-adviser, Merrimac Advisors Company:

The Fund had entered into an investment advisory agreement with Lakeview
Securities Corporation (Adviser). Under the terms of the investment advisory
agreement, the Fund pays an advisory fee to the Adviser at the annual rate of
one-half of one percent (0.5%) of the Fund's average daily net assets,
payable quarterly. This agreement requires the Adviser to reduce its fees
or, if necessary, make payments to the Fund to the extent required to satisfy
any expense limitations imposed by the securities laws or regulations there-
under of any state in which the Fund's shares are qualified for sale. There
were no excess expenses absorbed by the Adviser during the year.

Mr. Robert P. Moseson was a director of the Fund and Mr. Fredric J. French is
a director of the Fund. Mr. Moseson is President and a Director of Lakeview
Securities Corporation. Mr. French was President of the Arms Companies
Division of Lakeview Securities Corporation until March 25, 1997 when, due to
a reorganization, Mr. French resigned from the Arms Companies and was
employed by Merrimac Advisors Company (a New Mexico corporation) of which he
is the sole shareholder. Merrimac Advisors Company provided investment
advisory services to the Fund under a Sub-Advisory Agreement with Lakeview
Securities Corporation dated January 20, 1997, and ratified by the Fund's
shareholders on March 25, 1997. The Fund did not directly compensate
Merrimac Advisors Company.

The Fund did not directly compensate directors affiliated with the Adviser
(Lakeview Securities Corporation) or the Sub-Adviser (Merrimac Advisors
Company).

The Fund terminated the advisory agreement with Lakeview Securities
Corporation and its sub-adviser, Merrimac Advisors Company effective June 21,
1998. Mr. Robert P. Moseson did not run for re-election to the Board of
Directors.

Fox Asset Management, Inc.:

The Fund entered into an investment advisory agreement with Fox Asset
Management, Inc. (Fox) in February 1998, with an effective date of June 22,
1998. Under the terms of the agreement, in consideration of the advisory
services to be rendered by Fox, the Fund will pay Fox a quarterly fee equal
to 0.125% of the net assets of the Fund calculated as an average of the net
assets of the Fund as of the close of each month of the Fund's fiscal year;
said fee not to exceed 0.5% annually of the average net assets of the Fund
calculated as at the close of each month of the Fund?s fiscal year.

Mr. Van Whisnand, representing Fox Asset Management was elected to the Board
of Directors at the annual shareholders meeting of April 22, 1998. The fund
does not directly compensate directors affiliated with the investment
advisers. Effective September 15, 1998, Mr. Whisnand resigned as a director
of the Fund due to his termination of employment with Fox Asset Management.

Legal fees:

Mr. Hugh J. Haferkamp is a member of the Board of Directors and President of
the Fund. Mr. Haferkamp is legal counsel to the Fund and has been paid legal
fees in addition to drawing a salary as the Fund's President and receiving
director's fees for attending Board meetings.

Computer consulting fees:

Mr. Mark Sills is a member of the Board of Directors of the Fund. Mr. Sills
is the Fund's computer consultant and has received compensation for computer
consulting and for director's fees for attending Board meetings.

Recap of fees:
Payable at
Total September 30
Expense 1998
-------- ---------
<S> <C> <C>
Lakeview Securities - investment advisory fees $ 113,452 $ 0
Fox Asset Management, Inc. - investment advisory fees 34,505 31,222
Mr. Hugh J. Haferkamp - legal fees 14,408 2,000
Mr. Mark Sills - consulting fees and computer 8,600 0

</TABLE>

NOTES TO FINANCIAL STATEMENTS

Note 3. Capital Stock (Fund Shares)

At September 30, 1998, there were 20,000,000 shares of $1.00 par value capital
stock authorized. Transactions in Fund shares for the years ended September
30, 1998 and 1997 were as follows:
1998 1997
---- ----
Shares sold 86,333 95,506

Shares issued to shareholders in reinvestment
of net investment income and net realized gains 1,768,705 1,111,42
Shares redeemed (1,701,669) (1,226,107)
--------- ---------

Net increase (decrease) 153,369 (19,180)

Balance:
Beginning of year 7,013,271 7,032,451
--------- ---------
End of year 7,166,640 7,013,271
========= =========

Note 4. Appreciation (Depreciation) of Investments

At September 30, 1998, the net unrealized (depreciation) for stocks was as
follows:

Aggregate gross unrealized appreciation
for all investments in which there is an
excess of value over tax cost $ 872,058

Aggregate gross unrealized (depreciation)
for all investments in which there is an
excess of tax cost over value (4,231,901)
-----------
Net unrealized (depreciation) - stocks $(3,359,843)
===========

The cost basis used above is the same as that used for financial statement
purposes.

Note 5. Distribution of Income

The Fund's Board of Directors declared dividends on November 6, 1997. The
exact amount of the distributions were determined on December 30, 1997 and
consisted of the following per share: $0.078 aggregating $525,264 from net
investment income, $0.988 aggregating $6,653,337 from short-term investment
transactions, and $0.009 aggregating $60,607 from long-term investment
transactions were declared.

The distributions were paid on December 31, 1997 to shareholders of record on
December 29, 1997. These distributions represent net investment income and
net realized short-term gains for the calendar year ended December 31, 1997
and net realized long-term gains for the year November 1, 1996 through October
31, 1997.

Note 6. Primary Difference Between Net Investment Income and Realized Gains
per Financial Statements and Actual Distributions to Shareholders

The primary difference between net investment income and realized gains per
financial statements and actual distributions to shareholders is due to the
fact that the financial statements are reported on the October 1 through
September 30 fiscal year and the distributions are based on the calendar year
for net investment income and short term net realized gain on investments
(ordinary income) and on the November 1 through October 31 fiscal year for
long-term net realized gain on investments (capital gains). The distribution
periods follow income tax laws and regulations.

Note 7. Lease Commitments

Under a lease expiring April 14, 2000, the Fund is committed to pay minimum
lease payments of $678 per month for the rent for its present office space.
The minimum monthly rent is subject to consumer price index adjustments each
April 1 for the duration of the lease. In addition to the minimum monthly
payments, the lease requires monthly payments of increases in building
operating expenses effective January 1, 1998. Building operating expenses are
adjusted annually each January 1 by the lessor.

Future minimum annual lease commitments are as follows:

Years ending September 30:

1999 $ 8,136
2000 4,407
-------
Total $ 12,453
=======

From October 1, 1997 to June 21, 1998 the rent was indirectly paid by the
Fund's investment adviser (Lakeview Securities Corporation) by decreasing the
amount due to the investment adviser. Effective June 22, 1998, the Fund has
recorded the payment as an expense. Rental expense of $2,218 is included in
office expenses.

Note 8. Purchases and Sales of Securities

Purchases and sales of securities (other than United States Government
Obligations) from unaffiliated issuers aggregated $67,655,056 and $74,018,431,
respectively. Purchases and sales, including redemptions, of U.S. Treasury
Bills totaled $7,405,264 and $7,405,264, respectively.

INVESTORS RESEARCH FUND, INC.

SECURITIES IN THE FUND

September 30, 1998

Number of
Shares or Quoted
Principal Market
Amount Common Stocks Value
- ------ ------------- -----
AUTO & AUTO PARTS ( 4.81%)
18,000 Dana Corp. $ 671,625
15,700 Genuine Parts Co. 471,981

BANKING (6.88%)
2,500 Citicorp 232,500
10,000 First Union Corp. 511,875
10,000 Keycorp 288,750
12,000 Union Planters Corp 603,000

CHEMICAL (9.20%)
10,000 Air Prod & Chemical 297,500
12,000 Du Pont 675,000
26,600 Hercules Inc 799,663
15,000 Rohm & Haas Co. 417,187

COMPUTER/PERIPHERAL (14.47%)
10,000 3COM * 300,625
15,000 Applied Materials * 378,750
12,000 Computer Associates 444,000
15,000 Hewlett Packard 794,062
12,000 Intel Corp. 1,029,000
20,000 KLA-Tencor * 497,500

DRUGS (4.76%)
15,000 Amgen * 1,133,437

ELECTRONICS (8.80%)
18,000 AMP Inc. 643,500
10,000 Raychem Corp. 243,750
5,500 Raytheon Co Cl A 284,969
16,000 TRW 710,000
5,600 Thomas & Betts Corp. 213,150

(continued)
See Notes to Financial Statements.
52

Number of
Shares or Quoted
Principal Market
Amount Common Stocks Value
- ------ ------------- -----
ENERGY/OIL (4.23%)
11,300 Kerr McGee Corp. $ 514,150
6,500 Mobil Corp. 493,594

ENERGY/NON-OIL (1.23%)
5,000 Columbia Energy Group 293,125

ENERGY/OILFIELD SERVICES (2.64%)
20,000 Baker Hughes Inc. 420,000
10,000 Tidewater Inc. 207,500

FOOD (5.72%)
20,600 ConAgra 554,913
7,800 General Mills 546,000
12,500 Universal Foods Corp. 260,938

FOOD WHOLESALERS/RETAILERS (3.38%)
25,000 American Stores 804,688

HOUSEHOLD PRODUCTS (2.33%)
13,700 Kimberly-Clark 554,850

INDUSTRIAL PRODUCTS (6.35%)
10,000 Ingersoll-Rand 379,375
20,000 Kennametal 538,750
20,000 Parker-Hannifin 593,750

INSURANCE (3.56%)
10,000 Everest Reinsurance 372,500
10,000 Hartford Fin Grp. 474,375

METALS (1.49%)
5,000 ALCOA 355,000

PAPER-PACKAGING/CONTAINERS (2.25%)
20,000 Crown Cork & Seal 535,000

RETAIL (1.89%)
10,000 J C Penney 449,375

(Continued)
See Notes to Financial Statements.
53

Number of
Shares or Quoted
Principal Market
Amount Common Stocks Value
- ------ ------------- -----
RUBBER PRODUCTS/TIRES (2.16%)
10,000 Goodyear $ 515,000

TELECOMMUNICATIONS (9.56%)
9,100 Frontier Corp 249,112
30,000 Hong Kong Tele ADR 573,750
15,000 SBC Communications 665,625
15,000 U S West Communic Grp 787,500

TRANSPORTATION (3.43%)
10,000 CNF Transportation 291,250
12,500 CSX 525,781
----------

Total common stock (99.14%)
(cost $26,957,568) $ 23,597,725

Add: Excess of cash and other assets
Over payables (0.86%) 205,266
-----------

Net assets (100.0%) $ 23,802,991
===========

* Non-income producing.

See Notes to Financial Statements.

INVESTORS RESEARCH FUND, INC.
FINANCIAL HIGHLIGHTS
Years Ended September 30,
<S> <C> <C> <C> <C> <C>
Per Share Data 1998 1997 1996 1995 1994
(for one share outstanding throughout each year) (2) (1)
Net asset value, beginning of year $ 4.76 $ 4.33 $ 4.10 $ 4.62 $ 5.18
----- ----- ----- ----- -----
Income from investment operations:
Net investment income $ 0.04 $ 0.09 $ 0.26 $ 0.07 $ 0.06
Net realized and unrealized gains (losses)
on securities (0.40) 1.11 0.33 0.25 (0.15)
----- ----- ------ ------ ------
Total from investment operations $(0.36) $1.20 $0.59 $0.32 $(0.09)
----- ----- ------ ------ ------
Less distribution to shareholders:
Dividends from net investment income $(0.08) $(0.28) $(0.07) $(0.50) $(0.05)
Distributions from capital gains (1.00) (0.49) (0.29) (0.34) (0.42)
----- ----- ------ ------ ------
Total distributions $(1.08) $(0.77) $(0.36) $0.84) $(0.47)
----- ----- ------ ------ ------
Net asset value, end of year $ 3.32 $ 4.76 $ 4.33 $ 4.10 $ 4.62
===== ===== ====== ====== =====
Total return (3) (9.6)% 30.4% 14.7% 7.7% (1.8)%
===== ===== ====== ====== ======
Ratios and Supplemental Data
Net assets, end of year (in millions) $24 $33 $30 $32 $36

Ratios to average net assets:
Expenses 1.85% 1.77% 1.76% 1.60% 1.47%
Net investment income 0.91% 1.94% 6.67% 1.52% 1.39%

Portfolio turnover rate 260.95% 294.81% 669.79% 248.44% 234.77%
Average commission paid per share for
portfolio transactions $0.0538 $0.0582 $0.0339 (4) (4)

</TABLE>

(1) Fund changed investment advisers on January 1, 1994.
(2) Fund changed investment advisers on June 22, 1998.
(3) Sales loads are not reflected in total return.
(4) Information not available.

INVESTORS RESEARCH FUND, INC.
STATEMENT OF OPERATIONS
Years Ended September 30, 1998 and 1997

1998 1997
---- ----
Investment Income:
Dividends $ 720,775 $ 837,342
Interest 102,194 323,107
Other 770 12,158
----------- -----------
Total investment income $ 823,739 $ 1,172,607
----------- -----------
Expenses:
Investment advisory fee $ 147,957 $ 150,169
Legal, accounting and auditing 78,225 108,007
Transfer agent's fee 48,099 46,123
12b-1: service fees 54,557 56,327
distribution fees 1,000 20,184
Custodian's fee 14,903 17,389
Consulting fee 20,363 0
Salaries officer 21,600 14,363
Salaries other 31,415 29,905
Insurance 24,607 25,806
Taxes 16,283 15,887
Notices to investors 12,004 38,078
Directors' fees 25,750 16,250
Registration fees 14,830 18,873
Miscellaneous 2,100 2,535
Office 25,218 0
Board meetings 7,312 0
Edgar filing 5,189 0
----------- -----------
Total expenses $ 551,412 $ 559,896
----------- -----------
Net investment income $ 272,327 $ 612,711
----------- -----------
Realized and unrealized gain on investments:
Net realized gain 1,928,784 7,324,197

Net increase (decrease) in unrealized appreciation
of investments during the year (4,740,347) 473,705
----------- -----------
Net gain (loss) on investments $ (2,811,563) $ 7,797,902
----------- -----------
Net increase (decrease) in net assets
resulting from operations $ (2,539,236) $ 8,410,613
=========== ===========
56

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

FOR INVESTMENT COMPANIES

PART C

OTHER INFORMATION

INVESTORS RESEARCH FUND, INC.

PART C: Other Information

Item 23 Exhibits

(a) The charter presently in effect is the same as that originally filed
except that Article IV has been amended to authorize up to 20,000,000 shares
and a new Article XVI has been added to modify director's liability pursuant
to Section 102(b)(7) of the Delaware General Corporation Law. The charter and
the referenced amendments were previously filed as EX-99.B1.

(b) The bylaws presently in effect are the same as those originally filed
except that Article III, Section 1 was amended in February, 1988 to authorize
the Board of Directors to fix the location of the annual meeting and Article
III, Section 2 was amended concurrently to change the date of the annual
meeting to the last Tuesday in March. See also Item 25 below re an Amendment
to Article IV of the bylaws. The bylaws and the referenced amendments were
previously filed as EX-99.B2.

(d) An investment advisory contract has been made with Fox Asset Management,
Inc. The contract became effective on June 22, 1998 and Fox is now acting as
the Fund's investment adviser. A copy of the new investment advisory contract
is filed herewith as EX-99.B5.

(e) The underwriting contract between the Fund and Diversified Securities,
Inc. was terminated effective November 30, 1998. Effective December 1, 1998,
ND Capital, Inc. became the Fund's principal underwriter. The new underwriting
contract is filed herewith as EX-99.B6.

(f) Not applicable.

(g) The Fund's custodial agreement is with the UMB Bank, formerly known as
United Missouri Bank, Kansas City, Missouri. A copy of that custodial agree-
ment was filed as EX-99.B8.

(h) Effective December 12, 1998, UMB Bank became custodian of retirement plan
assets on retirement plans established through the Fund. A copy of the
custodial agreement is filed herewith as EX-99.B8.

(i) Counsel's opinion and consent were previously filed as EX-99.B10.

(j) Not applicable.

(k) Financial Statements Included in the Registration Statement - But Omitted
From the Statementof Additional Information - None

(l) Not applicable.

(m) The Fund adopted a plan pursuant to Rule 12b-1 during fiscal 1993.
Copies of the effective documents were previously filed as EX-99.B15. The
Plan was amended twice during fiscal 1997. The amendments to the Plan and the
Dealer and Broker Servicing Agreement were previously filed as EX-99.B15.

(n) See Part C Appendix.

(o) Not applicable.

Item 24 Persons Controlled By or Under Common Control With Registrant

A. Persons controlled by Investors Research Fund, Inc.:
None

B. Persons under common control with the Fund:
None

Item 25 Indemnification

A. The Fund was incorporated under the laws of the State of Delaware.
Therefore, Section 145 of the Delaware Corporation law would be applicable
with respect to indemnification of the officers, directors, employees and
agents of the Fund.

B. On July 13, 1982, the Fund amended its bylaws to provide for indemnifica-
tion of certain officers, directors and other parties with respect to
certain types of liabilities, claims and expenses. The amendment to
Article IV is set forth at page A-6 of the Appendix to Post- Effective
Amendment No. 53. This bylaw will be implemented in accordance with the
requirements of the Securities and Exchange Commission release Number
IC-11330, September 2, 1980.

C. The Fund has purchased a policy of directors and officers liability
insurance in accordance with the authorization set forth in subparagraph
(e) of Article IV, Section 16 of the bylaws.

Item 26 Business and Other Connections of Investment Adviser

A. Prior to becoming employed by Fox, Mr. James P. O'Mealia was President of
Sunnymeath Asset Management, Inc, a company which managed equity and fixed
income investment partnerships.

B. Prior to becoming employed by Fox, Mr. John R. Sampson served as a
consultant employed by Pharos Management Company, One Exchange Place,
Jersey City, NJ. He also served as a principal in the investment manage-
ment firm of Principia Partners, LLC, Harborside Financial Center, Jersey
City, NJ.

C. Prior to becoming employed by Fox, Ms. Caroline R. Benjamin was employed as
a Portfolio Manager and Analyst by Smith Barney Asset Management, 388
Greenwich Street, New York, NY.

Item 27 Principal Underwriters

A. The Fund's principal underwriter, ND Capital, Inc., currently serves as the
principal underwriter for the ND Tax-Free Fund, Inc.; the Montana Tax-Free
Fund, Inc.; the South Dakota Tax-Free Fund, Inc.; and the Integrity Fund of
Funds, Inc.

B. Name and Principal Positions and Offices Offices with
Business Address with Underwriter Registrant
---------------- ---------------- ----------
Robert E. Walstad President and Treasurer None
1 North Main
Minot, ND 58703

Peter Quist Vice President and Secretary None
1 North Main
Minot, ND 58703

C. During 1998, the Fund's former underwriter, Diversified Securities, Inc.,
received $4,483 in net underwritingcommissions in connection with the sale
of the Fund's shares and $14,514 in brokerage commissions in connection
with the Fund's portfolio transactions. ND Capital, Inc. did not receive
any such payments in 1998.

Item 28 Location of Accounts and Records

Records required by 17 C.F.R. Chap. 230.31a-1(b)

A. Current Operating Accounts and Records of the Fund.

(1) At Investors Research Fund Headquarters, 3757 State Street, Suite
204, Santa Barbara, CA 93105. Also, some of these records are stored
at U-Haul Storage, 4101 State Street, Santa Barbara, CA 93110.

(a) Records required by subparagraphs (4), (5), (6), (9), (10)
and (11)

(2) At Bartlett, Pringle & Wolf, Certified Public Accountants, 1123
Chapala Street, Santa Barbara, CA 93101 Records required by subpara-
graphs (1), (2) and (8) except those maintained by UMB Bank and ND
Resources, Inc. (see infra)

(3) At UMB Bank, 928 Grand Avenue, Kansas City, MO 64141

(a) Records required by subparagraph (1) relating to receipts and
deliveries of portfolio securities and receipts and disbursements
of cash.

(b) Records required by subparagraph (2) relating to portfolio
securities in transfer and in physical possession.

(c) Records required by subparagraph (2) relating to each broker-
dealer, bank or other person effecting portfolio transactions.

(4) At ND Resources, Inc., 1 North Main, Minot, ND 58703

(a) Records required by subparagraph (1) relating to receipts and
deliveries of Fund shares.

(b) Records required by subparagraph (2) relating to Fund shares in
transfer and in physical possession.

(5) At Fox Asset Management, Inc, 44 Sycamore Avenue, Little Silver, NJ
07739

(a) All records required by subparagraphs (9) and (10) relating to
allocations of orders for the purchase and sale of portfolio
securities and the persons authorizing the purchase or sale of
portfolio securities.

B. Records of the Fund retained on a Temporary basis.

(1) All records are retained at their current records location for two
years.

C. Records of the Fund retained on a Permanent basis.

(1) At Investors Research Fund Headquarters, 3757 State Street, Suite 204,
Santa Barbara, CA 93105 and U-Haul Storage, 4101 State Street, Santa
Barbara, 93110

(a) All records requiring permanent retention except those listed
below.

(2) At Data Retrieval Services, 7201 East 64th Court, Kansas City, MO
64133.

(a) All records which were maintained on a current basis by DST
Systems, Inc. are stored at this location permanently.

(3) At Bank of America, Records Storage Center-South, Orange 4049, 5200
East La Palma, Anaheim, CA 92807

(a) Records required by subparagraph (12) relating to receipts and
deliveries of portfolio securities.

(b) Records required by subparagraph (2) relating to portfolio
securities in transfer and in physical possession.

(c) Records required by subparagraph (2) relating to each broker-
dealer, bank or other person effecting portfolio transactions.

Item 29 Management Services

None

Item 30 Undertakings

Not applicable.

Undertakings

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or regula-
tion of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

Pursuant to 17 CFR 230.484 and with respect to the indemnification
provisions described in Item 25 on page 59 of this registration statement,
insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification 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 of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection 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 of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Signature

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to rule 485(a) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment No. 69 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Barbara and State of California on the 22nd
of January, 1999.

INVESTORS RESEARCH FUND, INC.

By: /Hugh J. Haferkamp/
Hugh J. Haferkamp
President

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

FOR INVESTMENT COMPANIES

PART C

APPENDIX

INVESTORS RESEARCH, INC.

February 10, 1998

Fox Asset Management, Inc.
44 Sycamore Avenue
Little Silver, New Jersey 07739-1220

INVESTMENT ADVISORY AGREEMENT

Investors Research Fund, Inc. (the "Fund") is an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"). The Fund is engaged in the business of investing
and reinvesting its assets in securities of the type, and in accordance
with the limitations, specified in the Prospectus, Application and Statement of
Additional Information dated January 30, 1998, which is a part of its
effective Registration Statement filed with the U.S. Securities and Exchange
Commission, all in such manner and to such extent as may from time-to-time
be authorized by the board of directors of the Fund. The Fund hereby retains
you as investment adviser for the consideration and upon the terms and
conditions hereinafter set forth:

1. The Fund employs you to manage the investment and reinvestment of its
assets and, without limiting the generality of the foregoing, to supervise the
investment affairs of the Fund, to make reviews of its investments, and to
effect investment changes whenever such changes appear to be desirable. In
addition, you are to perform all statistical, research and analysis services
necessary to the performance of your duties as investment adviser. Such
services shall be rendered directly to the Fund.

2. It is understood that you will from time-to-time employ or associate
with yourself such persons as you believe to be particularly fitted to assist
you in the execution of your duties hereunder, the cost of performance of
such duties to be borne and paid by you. You will provide adequate and
suitable office space for the performance of your duties hereunder. You will
provide to the Fund in writing, promptly following request, such information
regarding itself and the Fund's investments as shall be necessary for the
preparation of periodic reports to the Fund's stockholders and such other
documents and papers as may be required to comply with applicable laws and the
rules, regulations and other requirements of the Securities and Exchange
Commission or other federal, state or local governmental agencies. You agree
to permit inspection by officers and directors of the Fund, upon reasonable
notice and at reasonable times, of all records, books, correspondence, stock-

holder lists, and other papers and documents maintained or prepared by you in
connection with the Fund's business and affairs. Furthermore, you agree to
maintain, preserve and make available all such records in accordance and
compliance with Section 31 of the Act, Section 204 of the Investment Advisers
Act of 1940 (as amended) and all governmental regulations and requirements, as
applicable to you in your capacity as investment adviser to the Fund.

3. You will make decisions with respect to all purchases and sales of
securities for or on account of the Fund. To carry out such decisions, you
are hereby authorized, as the Fund's agent and attorney-in-fact, for the Fund's
account, at the Fund's investment risk, and in the Fund's name, to place
orders for the investment and reinvestment of its assets. In all purchases,
sales and other transactions in securities for the Fund, you are authorized to
exercise full discretion and act for the Fund in the same manner and with the
same force and effect as the officers and directors might or could do with
respect to such purchase, sales or other transactions, as well as with respect
to all other things necessary or incidental to the furtherance or conduct of
such purchases, sales or other transactions. In this regard, however, it is
understood that you will not be making purchases and sales of securities on
behalf of the Fund in your capacity as a broker-dealer. Notwithstanding the
foregoing, all procedures for making changes in the Fund's portfolio of
securities, including procedures for the placing and confirmation of orders
with brokers and dealers, shall at all times be and remain under the direction
and control of the Fund's board of directors and officers. You will, however,
maintain such records and perform such duties in connection with the Fund's
portfolio of securities as may be reasonably requested by the Fund, and as may
be required by applicable governmental laws and regulations.

4. The Fund shall provide you with all information under its control which
may be reasonably required for the performance of your duties hereunder, and
agrees to advise you promptly of any changes in the Fund's policies which may
affect any of your obligations hereunder. Except as otherwise specifically
provided hereinabove, you shall have no obligation to provide supervisory or
administrative services in connection with the general business and affairs of
the Fund, it being expressly agreed and understood that the Fund shall employ
other persons to maintain its own books and records, prepare and file with the
Securities and Exchange Commission and applicable governmental and quasi-
governmental authorities periodic reports and amendments to the Fund's

Registration Statement, prepare notices of stockholders' meetings, declarations
of dividends and other communications from the Fund to its stockholders, and to
operate and conduct the general business and administrative affairs of the
Fund. If, however, you or your affiliates shall render any such services at
the request of the officers or directors of the Fund, the Fund will pay to you
or such of your affiliates the fully burdened cost of such personnel for
rendering such services to the Fund at such rates as shall from time-to-time
be agreed upon between you and the Fund.

5. You will report to the board of directors of the Fund at each regularly
scheduled meeting thereof all changes in the Fund's portfolio since the prior
report, and will furnish to the Fund from time-to-time such information as you
may believe appropriate concerning the Fund's portfolio, whether concerning the
individual companies whose securities are included in the Fund's portfolio, the
industries in which they are engaged, or the conditions prevailing in the
economy generally. You will also furnish to the Fund such statistical and
analytical information with respect to securities in its portfolio as you may
believe appropriate or as the board of directors may reasonably request. In
making purchases and sales of securities, you will bear in mind the policies
set from time-to-time by the board of directors of the Fund as well as the
limitations imposed in the Fund's Registration Statement, the Act, and the
Internal Revenue Code of 1986, as amended, in respect of regulated investment
companies.

6. All expenses and charges incident to the operation of the Fund, include-
ing, but not limited to, (a) payment of the fees payable to you under Paragraph
7, (b) custody, transfer and dividend disbursing expenses, (c) directors' fees
and officers' compensation, (d) legal and auditing expenses, (e) clerical,
accounting and other office costs of the Fund, (f) the cost of personnel
providing services to the Fund, as provided in Paragraph 4, (g) costs
of printing the Fund's prospectus and reports to the stockholders, (h) costs of
maintenance of the Fund's corporate existence and qualifications to do
business, (i) interest and bank charges, taxes, brokerage fees and commissions,
(j) costs of stationery and supplies, (k) expenses and fees relating to
registration and filing with the Securities and Exchange Commission and state
regulatory authorities, and (l) such promotional expenses as may be contem-
plated by an effective plan pursuant to Rule 12b-1 under the Act, providing,
however, that payment by the Fund of such promotional expenses shall be in an

amount, and in accordance with the procedures, set forth in such plan, and
excepting those expenses to be paid by you as an incidence of the investment
advisory services to be performed by you hereunder, shall be borne and paid by
the Fund either directly or by way of reimbursement to you for any such
expenses you have advanced pursuant to agreement with the Fund.

7. In consideration of the services to be rendered by you, the Fund agrees
to pay to you a quarterly fee equal to 0.125% of the net assets of the Fund
calculated as an average of the net assets of the Fund as of the close of each
month of the Fund's fiscal year; said fee not to exceed 0.5% annually of the
average net assets of the Fund calculated as at the close of each month of the
Fund's fiscal year. The value of the Fund's assets shall be determined in
accordance with Section 2(a)(41) of the Act as of the last business day of each
month.

8. We shall expect of you, and you will give us the benefit of your best
judgment and effort in rendering services to the Fund. The Fund agrees as an
inducement to your undertaking these services that neither you, nor your
officers, directors, shareholders, employees or agents, or any affiliates of
the foregoing shall be liable for any mistake of judgment, or opinion relating
to portfolio and investment matters of the Fund, except for lack of good faith,
provided that nothing herein shall be deemed to protect, or purport to protect,
you against any liability to the Fund or its stockholders to which you would
otherwise be subject by reason of willful misfeasance, bad faith or negligence
in the performance of your obligations and duties hereunder, or by reason of
your reckless disregard of your obligations and duties hereunder.

9. The Fund hereby continuously represents that (a) the shares of the Fund
have been and will continue to be offered and sold in compliance with all
applicable federal and state securities laws including, without limitation, the
Act, the Securities Act of 1933, as amended and the Securities Exchange Act of
1934, as amended, (b) the Fund is, and at all times during the term of this
Agreement will be, an open-end diversified management investment company duly
registered and in good standing under all applicable federal and state laws,
including, without limitation, the Act, (c) the Registration Statement and
prospectus pursuant to which the shares of the Fund have been and will be
offered and sold will not contain any untrue statement of material facts or
omit to state a material fact required to be stated therein or necessary to

make the statements made therein not misleading, provided, however, that this
clause (d) shall not apply to statements in or omissionsfrom such Registration
Statement or prospectus made in reliance upon and in conformity with informa-
tion furnished to the Fund in writing by you which is incorporated accurately
into such Registration Statement or prospectus, and (e) this Agreement has
been approved by the board of directors of the Fund, including a majority of
the directors who are not interested persons thereof. The Fund agrees to
indemnify, defend and hold you, and your officers, directors, shareholders, and
employees, and their respective affiliates, harmless from and against any and
all loss, cost, damage, liability and expense (including, without limitation,
reasonable attorneys' fees and costs) which you or any of them may suffer,
sustain or incur as a result of the Fund's breach of the foregoing.

10. You are to have no authority to make, and agree not to make, any
representation on behalf of the Fund. You will not give advice or make
recommendations concerning the Fund to any of your other clients except in your
capacity as investment counsel for such other clients and not on behalf of the
Fund. All powers of control over the Fund's investments shall at all times be
and remain in the Fund's directors and officers.

11. This Agreement shall become effective as of the date of approval of
this Agreement by the vote of a majority of the outstanding voting securities
of the Fund or upon termination of the current advisory agreement, whichever is
later, and shall continue in effect until the first anniversary of such date,
and thereafter for successive twelve-month periods (computed from each
anniversary date), provided that such continuance is specifically approved at
least annually by the board of directors of the Fund or by vote of a majority
of the outstanding voting securities (as defined in Section 2(a)(42) of the
Act) of the Fund, and, in either case, by a majority of the board of directors
who are not parties to this Agreement or interested persons (as defined in
Section 2(a)(19) of the Act) of any such party (other than as an officer or
director of the Fund); provided, further, however, that if the continuation
of the Agreement is not approved, you may continue to render to the Fund the
services described herein in a manner and to the extent permitted by the Act
and the rules and regulations thereunder. This Agreement may be terminated,
without the payment of any penalty, by a vote of a majority of the outstanding
voting securities (as defined in the Act) of the Fund, or by a vote of a

majority of the board of directors on sixty (60) days' written notice to you,
or by you on sixty (60) days' written notice to the Fund. The Fund hereby
agrees to promptly call a meeting of the stockholders of the Fund to consider
and vote upon the approval of this Agreement; and to prepare and prosecute any
amendments to the Registration Statement necessitated by this Agreement. If,
within ninety (90) days after the date hereof, this Agreement shall not have
been approved by the holders of a majority of the shares of the Fund, you will
be entitled to terminate this Agreement upon notice to the Fund and will be
entitled to any Fees earned by you as provided in Paragraph 7.

12. The Fund represents that the investment advisory contract with its
past adviser will be terminated, without payment of any penalty, by the board
of directors of the Fund effective within sixty (60) days of notice of
termination.

However, it is recognized that this contract must be approved by the
Fund's shareholders pursuant to Section 15 of the Investment Company Act of
1940 before it can become effective. The Fund will proceed promptly to solicit
such approval upon signature of this agreement by Fox Asset Management, Inc.
("Fox").

13. This Agreement may not be transferred, assigned, sold, or in any
manner hypothecated or pledged by you, and this Agreement shall terminate auto-
matically in the event of any such transfer, assignment, sale, hypothecation or
a pledge by you. The terms, "transfer", "assignment" and "sale" as used in
this paragraph shall have the meanings ascribed to them by governing law and
interpretations thereof contained in rules or regulations promulgated by the
Securities and Exchange Commission thereunder. You may assign this Agreement
in a transaction in which you rely bona fide upon Rule 2a-6 under the Act upon
notice to the Fund.

14. In the event this Agreement is terminated for any reason and no
subsequent agreement is entered into between you and the Fund, all fees and all
other monies due to you hereunder shall be prorated as of the effective date
of termination and paid within five (5) business days thereafter. Upon such
termination, or within a reasonable time thereafter, you shall make available
to the Fund all books, records, correspondence, stockholders' lists and other
papers and documents pertaining to the Fund which are in your possession or
control. In the event that the Fund shall request that copies of any relevant
records be delivered to it, the Fund shall pay for the copying of those

records. In this regard, it is understood that it is your present practice to
retain permanently all of your records without any destruction of such records.
You agree to notify the Fund immediately of any change in that policy. The
Fund hereby agrees that, during the term of the Agreement and for a period of
one (1) year following the termination of this Agreement, it will not employ,
solicit for employment, or engage or solicit for engagement, directly or
indirectly, any person employed by you or any of your affiliates at any time
within one (1) year preceding the proposed date of employment or engagement
(or any firm with whom such a person is an associated person) without your
express written consent.

15. Except to the extent necessary to enable you to perform your
obligations hereunder, nothing herein shall be deemed to limit or restrict your
right, or the right of any of your officers, directors, shareholders, or
employees, or any affiliates thereof, to engage in any other business or to
devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, firm, individual, trust or association.

16. The Fund acknowledges and agrees that you may obtain from broker-
dealers approved by the board of directors of the Fund supplemental research,
market and statistical information for use with respect to the Fund. The term
"research, market and statistical information" includes, without limitation,
advice as to the value of securities, the advisability of investing, purchasing
and selling securities, and the availability of securities or purchasers or
sellers of securities, and furnishing analyses and reports concerning issues,
industries, securities, economic factors and trends, portfolio strategy and
performance of accounts. The Fund understands that such information will be in
addition to and not in lieu of the services required to be performed by you
under this Agreement and that your expenses will not necessarily be reduced as
a result of the receipt of such information. The Fund also acknowledges that
such information may be useful to you and your affiliates in providing
services to clients other than the Fund and that not all such information
will at all times be used by you in connection with the Fund. Finally, the
Fund acknowledges that information provided to you and your affiliates by
brokers and dealers through whom other clients of yours effect securities
transactions may be useful to you in providing services to the Fund.
Accordingly, the Fund understands that investment decisions for the Fund may

not, at all times, be made independently from those of other accounts managed
by you and your affiliates. In furtherance of the foregoing, the Fund agrees
that, when the same securities are purchased for or sold by the Fund and any
such other accounts you shall allocate such purchases and sales in a manner
deemed by you to be fair and equitable to all of the accounts, including the
Fund, and, subject to your obtaining the best price and execution for your
clients (which shall not necessarily mean the lowest commission available),
brokers and dealers providing research, market and statistical information may
be engaged to effect transactions on behalf of the Fund.

17. Fox makes the following representations on both a present and continu-
ing basis:

A. Fox currently has a Code of Ethics meeting the requirements of 17
CFR 270.17j-1. Fox is currently enforcing that code and will continue to
maintain and enforce the code in accordance with both its letter and spirit.

B. Fox will be in compliance with all requirements to have its record-
keeping and administrative systems capable of handling the Year 2000 demands
at the time such capability is required. Upon meeting such requirements, Fox
will provide written certification to the Fund that it has the requisite
capability in place.

C. Fox has competent emergency procedures in place to assure continu-
ing competent management of the Fund's portfolio in the event of an emergency.

D. Fox will provide a prompt report to the Fund of any development
which does or might affect its ability to service the Fund in accordance with
this agreement, including any developments which may be covered under Section
9 of the Investment Company Act, as amended, or Rule 206(4)-4 under the
Investment Advisers Act.

18. The Fund agrees that it will nominate to its shareholders for election
as directors of the Fund two (2) qualified persons recommended by Fox as
qualified and desirable to serve in such positions. In this respect, Fox
agrees that said persons will abstain from votes taken with respect to
selection, tenure and employment of the Fund's investment adviser.

19. All notices and communications to be made hereunder shall be in
writing and shall be delivered to the Fund or to you, as the case may be,
by U.S. certified mail, return receipt requested, postage prepaid, by
commercial courier or by personal delivery, in each case to the address set
forth in this Agreement or to such other person or address as shall be
identified by written notice as provided herein. Any notice or communication
sent by mail as aforesaid, shall be deemed delivered three (3) business days
after deposit in the U.S. mail; any notice sent personally or by commercial
courier shall be deemed delivered upon confirmation of receipt at such address.

20. This Agreement shall be governed by and construed in accordance with
the laws of the State of California. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.

If the foregoing is satisfactory to you, please indicate your acceptance
by signing below.

Very truly yours,

INVESTORS RESEARCH FUND, INC.

By: /Hugh J. Haferkamp/

Title: /President/

ACCEPTED THIS 11 DAY OF February, 1998

FOX ASSET MANAGEMENT, INC.

By: /J. Peter Skirkanich/

Title: /President/

DISTRIBUTION AGREEMENT

This Distribution Agreement, dated this 5 day of October, 1998, between
INVESTORS RESEARCH FUND, INC., a Delaware corporation (hereinafter called the
"Fund"), and ND Capital, Inc., a North Dakota corporation (hereinafter called
the "Distributor"), is made with reference to the following facts:
The Fund is an investment company registered under the Investment Company
Act of 1940.
The Distributor is a registered broker-dealer.
The parties hereto agree as follows:
1. The Distributor shall be the exclusive agent of the Fund to offer for
sale Shares of the Fund, commencing on the effective date of this Agreement,
as hereinafter set forth, and continuing so long thereafter as this Agreement
shall be in effect. Distributor shall have the sole responsibility for
the offering for sale of Shares through dealers, but such sales shall be
consummated directly between the Fund and the Dealer's customers in the manner
requested of the Fund by the Dealer through the Distributor. The Distributor
will not purchase Shares from the Fund for resale and will not repurchase
Shares. The Distributor will take requests for redemption and repurchases from
Dealers and submit such requests to the Fund for execution. The Fund shall not
offer Shares for sale for its own account or for the account of others, or
authorize others than Distributor to offer or sell Shares for the Fund's
account so long as this Agreement shall remain in effect except as follows:
(a) The Fund may at any time issue Shares as a stock dividend or as a
stock split or as a dividend payable in cash or stock at the option of the
shareholder.
(b) The Fund may at any time issue or grant to holders of its outstanding
Shares rights to purchase Shares at no less than the net asset value of
outstanding Shares, and may issue Sharesupon exercise of such rights, provided,
however, that all such rights are granted equally to all shareholders of the
same class.

(c) The Fund may at any time issue Shares to any other corporation,
association, trust, partnership or individual, or its, their, or his securities
holders in connection with a plan of merger, consolidation, or reorganization
to which the Fund is a party or in connection with the acquisition of all or
substantially all the property and assets of such other corporation,
association, trust, partnership or individual.
(d) The Fund may at any time sell its Shares at net asset value and
without sales commission to its directors, officers or partners of the Fund,
its Investment Adviser and Distributor or the bona fide, full-time employees or
sales representatives of any of the foregoing who have acted as such for not
less than ninety (90) days or to any trust, pension, profit-sharing or other
benefit plan for such persons, upon written assurance that the Shares are being
purchased for investment purposes and will not be resold except through
redemption or repurchase by or on behalf of the Fund.
2. Distributor shall devote its best efforts to effect the sale of Shares of
the Fund and to such other activities as are contemplated by this Agreement.
It shall use its best efforts to effect such sales in those States in which the
Shares may be eligible or qualified for sale. This obligation shall be
continuous during the existence of this Agreement.
3. The Fund shall retain the right to direct the execution of orders for its
portfolio transactions with such brokers and eligible dealers as the Fund in
its sole and exclusive discretion shall from time to time determine.
Distributor agrees to mail to each of the Fund's directors within ten (10) days
after the end of each calendar quarter a written report tabulating the
following for such quarter: the total sales of the Shares of the Fund; the ten
(10) brokers or eligible dealers who sold the greatest number of such shares
for said quarter, giving both the number of shares and the dollar volume
thereof for each such broker or eligible dealer; and such other pertinent
information as may be agreed upon from time to time between the Fund and
Distributor.

4. The Fund agrees that it will make available for offering and sale through
Distributor its unissued Shares registered with the Securities and Exchange
Commission at the public offering price per Share based on asset value as
determined in the manner set forth in the then current Prospectus. If required,
the Fund will make available proper certificates for Shares ordered by the
Distributor for delivery against payment. The Fund may, however, withhold
Shares from sale temporarily or permanently, at any time if, in the opinion of
counsel for the Fund, such offering or sale would be contrary to law, or its
Board of Directors determine that such offering or sale is inadvisable in the
interests of the Fund. The Fund will give prompt notice to Distributor of any
determination to withhold its Shares from sale, and will indemnify Distributor
against any loss suffered by Distribution as the result of a good-faith
acceptance by Distributor of an order for sale of Shares of the Fund in
accordance with Paragraph 8 hereof, and prior to receipt by Distributor of such
notice.
5. The Shares offered and sold through Distributor for the Fund's account
under this Agreement shall be offered and sold only at the then current public
offering price, provided that Distributor may employ the services of subagents,
or may offer Shares for sale for the Fund's account to other dealers, and may
allow such other dealers such commissions and may extend such concessions or
discounts as are set forth in the then current Registration Statement and
Prospectus filed with the Securities and Exchange Commission. No commission
shall be allowed and no discounts or concessions shall be extended by
Distributor, however, unless Distributor shall obtain a written agreement from
each Dealer, running to Distributor and the Fund to the effect that Dealer is a
member of the National Association of Securities Dealers, and will comply with
the provisions of Rule 2830 of the Conduct Rules of that Association, and will
not offer for sale or sell Shares of the Fund at less than the public offering
price set forth in the then current Registration Statement and Prospectus.

6. The public offering price of Shares shall at all times be the public
offering price based on net asset value in the manner set forth in the then
current Registration Statement and the Prospectus included therein filed by the
Fund with the Securities and Exchange Commission to register the Shares so
offered. Until further notice from Fund to Distributor, the public offering
price will be determined by the Board of Directors of the Fund, at the time and
in the manner set forth in the Prospectus.
7. Distributor shall not, without the consent of the Fund, offer for sale
any Shares of the Fund other than Shares made available by the Fund under this
Agreement.
8. All orders for the purchase of Shares offered by Distributor for the
account of the Fund shall be accepted at the time received by Distributor, and
at the offering price unless rejected by Distributor or by the Fund.
Distributor may not receive such orders subject to acceptance or otherwise
delay their execution. The Fund shall be promptly advised of all such orders
received, and, if required, shall make available proper certificates for the
Shares ordered for delivery against payment of the purchase price. When
required, certificates shall be delivered by the Fund only against receipt of
the purchase price, subject to deduction for the commissions of Distributor and
Dealer as provided in Paragraph 9 of this Agreement. The provisions of
Paragraph 8 shall not operate to impair the right of the Fund to withhold
Shares from sale under the provisions of Paragraph 4 of this Agreement, and
Distributor or the Fund may reject any order, provided that the Fund will
indemnify Distributor against any loss suffered by Distributor as the result of
any order accepted in good faith by Distributor which is rejected by the Fund,
unless Distributor shall have received, prior to acceptance of such order,
notice from the Fund that such order will be rejected, or that the Fund has
determined to withhold Shares from sale.

9. As compensation for its services as selling agent under this Agreement,
Distributor and the Dealer shall receive a commission in an amount equal to
3.75% of the public offering price referred to in Paragraph 6 of this Agreement
in single transactions involving less than $25,000.00, reduced in single
transactions involving more than $25,000.00, as follows:

Distributor's Share Dealer's Share
Sales Commission of Sales Commission of Sales Commission
Amount of As Percentage of As Percentage of As Percentage Of
Purchase Offering Price Offering Price Offering Price
- -------- -------------- -------------- --------------
<S> <C> <C> <C>
Less than $25,000 3.75% 0.56% 3.19%
$25,000to <$50,000 3.00% 0.45% 2.55%
$50,000 to <$100,000 2.50% 0.38% 2.12%
$100,000 to <$250,000 2.00% 0.30% 1.70%
$250,000 to <$500,000 1.50% 0.23% 1.27%
$500,000 to <$1,000,000 1.00% 0.15% 0.85%
$1,000,000 or more 0.00% 0.00% 0.00%

</TABLE>
A single transaction for the purpose of the Agreement shall be as defined
in the then current Registration Statement and Prospectus filed with the
Securities Exchange Commission.
10. The Fund agrees to use its best efforts to achieve eligibility and
maintain the eligibility of an appropriate number of its Shares for sale under
the laws regulating the sale of securities in such States as shall be mutually
agreed upon by the Distributor and the Fund. Any such qualification may be
terminated or withdrawn by the Fund at any time in its discretion.
11. The Fund agrees to furnish Distributor a proper form of Prospectus for
use in offering the Shares under this Agreement, with such revisions thereof
and additions thereto as may be necessary from time to time during the period
of this Agreement in order that such form of Prospectus may be suitable and
lawful for use in connection with an offering of Shares in interstate commerce,
and in States in which Shares are qualified for offering.
12. Insofar as they are used in connection with the sale and distribution of
the Shares, Distributor shall pay all costs and expenses incurred in the
preparation, printing and distribution of material required or used in the

sale, promotion, underwriting and distribution of the Shares, including but
not limited to all costs of printing and distribution only of prospectuses,
reports to shareholders and other similar material used in connection with
sales. Distributor shall also pay all other expenses in connection with the
offering for sale of Shares to be made by it under this Agreement, including
the fees and expenses of its counsel and expenses of obtaining proper licenses
and authorizations to act as a dealer or salesman of securities in the State of
California and other States in which it may elect to make such offerings as a
dealer or salesman. The cost of carrying plan accounts for the Fund's share-
holders will be borne by the Fund. Distributor agrees to pay for all costs and
expenses incurred in the preparation, printing, distribution and where
necessary, filing with appropriate Federal and State agencies, of all sales and
advertising material and all printed forms and data required or actually used
in connection with the sale and distribution of the Shares, whether contracts,
order blanks, confirmation forms or otherwise, but Distributor will not be
responsible for expenses or costs in connection with the %qualification or
registrtion of the Shares. Distributor will not be liable or responsible for
the preparation and distribution of proxy statements.
13. Distributor agrees to submit to appropriate Federal and State agencies,
including the National Association of Securities Dealers; all sales materials
and forms prior to their use which are to be used in the sale, promotion,
underwriting and distribution of Shares, in compliance with such rules as such
agencies, including the National Association of Securities Dealers, shall
promulgate, and shall be solely responsible for any such material prepared by
Distributor which may be found not to be in compliance. Distributor will
inform the Fund what material is being used, and will send copies of all such
material to the Fund for its files.
14. The Fund agrees that all registration statements from time to time filed
by it with the Securities and Exchange Commission will, to the best of its
ability, contain all statements which are required to be stated therein, that
all Prospectuses will contain all statements required to be contained therein,

and will conform with the requirements of the Securities Act of 1933 as
amended, and the Investment Company Act of 1940 as amended, and the rules and
regulations thereunder; that no part of any registration statement or of any
application for qualification of said Shares under State securities laws will
include, at the time when it or they become effective, any untrue statement of
a material fact, or omit to state a material fact required to be stated there-
under, or necessary to make the statements therein not misleading, and that no
Prospectus will include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein not
misleading. Distributor agrees that it will not in offering Shares for sale
use any Prospectus or advertising or sales material not approved in writing by
the Fund, or make any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements, in the light of the
circumstances under which they are made, not misleading. The agreements and
warranties of the Fund contained in this Paragraph 14 are made for the benefit
of and shall extend in favor of each Dealer to whom sales are made through the
Distributor, but only upon the condition that the Dealer will not, in the
offering of Shares for sale, use any Prospectus or advertising or sales
material not approved in writing by the Fund and/or make any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements, in the light of the circumstances under which they are made,
not misleading.
15. The Fund will immediately advise Distributor, confirming such advice in
writing, in the event of the issuance by the Securities and Exchange Commission
of any stop order suspending the effectiveness of any registration statement or
prospectus, or the initiation of any proceedings for that purpose. The Fund
further agrees that if during the term of this Agreement the Securities and
Exchange Commission issues any such stop order it will make every reasonable
effort to obtain a lifting of such order at the earliest possible moment.

16. This Agreement shall continue in effect until midnight, March 31, 1999,
and from year to year thereafter, but only so long as such continuance is
specifically approved at least annually in accordance with the provisions of
Section 15 of the Investment Company Act of 1940, as amended. Notwithstanding
the foregoing, this Agreement may be sooner terminated without payment of
penalty as follows:
(a) Upon either party giving to the other party at least sixty (60) days'
written notice of an intent to terminate, except as presented in paragraphs 18
and 19 of this Agreement;
(b) Upon the giving of at least five (5) days' written notice by either
party to the other party, fixing an earlier termination date, upon the
happening of any of the following events:
(i) The issuance by the Securities and Exchange Commission of a stop
order suspending the effectiveness of any Registration Statement covering the
Shares to be offered for the account of the Fund.
(ii) The institution of court proceedings by the Securities and
Exchange Commission or any other authority empowered to regulate the sale of
securities to prevent the offering or sale of Shares to be offered by
Distributor for the account of the Fund under this Agreement.
(iii) The institution by the National Association of Securities Dealers
or disciplinary proceedings against Distributor of proceedings to suspend or
cancel the membership of Distributor in that organization.
17. The books and records of Distributor insofar as they relate to sales of
the Fund's Shares shall be open to inspection during business hours by the
officers and authorized representatives of the Fund, and the books and records
of the Fund relating to the determination of the offering price of Shares shall
be open to inspection during business hours by the officers and authorized
representatives of Distributor.

18. This Agreement shall not be assignable by either party hereto, and in the
event of assignment shall automatically be terminated forthwith. Transfer of
voting control of Distributor shall constitute an assignment for purposes of
this Paragraph 18.
19. In the event that any provision of this Agreement is now or in the future
in violation of the Investment Act of 1940, as now or amended and in effect, or
any present or future rule or regulation at any time placed in effect there-
under by the Securities and Exchange Commission or a registered securities
association or other authority empowered to make rules or regulations under
said Act, and such violation or prospective violation is brought to the
attention of the parties hereto and is not thereafter immediately eliminated
by amendment of the Agreement, this Agreement may be terminated forthwith by
either party by written notice to the other.
20. The Fund agrees to indemnify and hold harmless the Distributor, and each
of the persons, if any, who control the Distributor (within the meaning of
Section 15 of the Securities Act of 1933), any officer or director of the
Distributor, against liability, joint or several, to any person acquiring any
of the Shares which may be based upon Section 11 or 12 of said Act, or any
other statute, or the common law, or otherwise, by reason of the Fund's failure
to comply with its agreements under Paragraph 14 hereof, or by reason of the
furnishing by the Fund for inclusion in any Registration Statement, Prospectus,
or Amendment thereof, or any application for eligibility of securities under
any State law of any information containing a misstatement of a material fact
or which omits to state a material fact necessary in order to make the
information furnished not misleading. Such indemnity shall include expenses
(including counsel fees and the cost of any investigation and preparation for
any litigation) whether or not resulting in any liability, provided, however,
(a) that in no case shall the Fund be liable unless the party claiming
indemnity under the provisions of this Paragraph 20 shall have notified the
Fund in writing thereof within ten (10) days after summons or other legal
process has been served on the party against whom claim is made or such party's

duly designated agent for service of process; and (b) that liability of the
Fund shall not extend to any misstatement or omission in such Registration
Statement, Prospectus, or Securities Application which is the result of or
based upon information supplied to the Fund by the Distributor.
The Fund may at its option assume the defense of any suit brought to
enforce any such liability, but such defense shall be conducted by counsel of
good standing chosen by the Fund and satisfactory to the Distributor. If the
Fund elects to assume the defense of any such suit and retains counsel
satisfactory to the Distributor, the Distributor shall bear the fees and
expenses of any additional counsel retained by it; but in case the Fund does
not elect to assume the defense of any such suit, or if counsel retained by
the Fund is not satisfactory to the Distributor, the Fund will reimburse the
Distributor or the person or persons named as defendant in any such suit, for
the fees and expenses of any counsel retained by them.
The indemnification agreement contained in this Paragraph 20, and the
representations and warranties of the Fund in this Agreement shall remain
operative and in full force and effect for the period of the applicable
statute of limitations, regardless of any investigation made by or on behalf
of the Distributor or any person in control of the Distributor, and shall
survive the delivery of any Shares hereunder. The Fund agrees promptly to
notify the Distributor of the commencement of any litigation or proceedings
against it, or any of its officers and directors in connection with the issue
or sale of any of the Shares covered by an applicable Registration Statement.
21. The Distributor agrees to indemnify and hold harmless the Fund, and each
of the persons, if any, who control the Fund (within the meaning of Section 15
of the Securities Act of 1933), and any officer or director of the Fund,
against liability, joint or several, to any person acquiring any of the Shares
which may be based upon Section 11 or 12 of said Act, or any other statute, or
the common law, or otherwise, by reason of Distributor's failure to comply with
its agreements under Paragraph 14 hereof, or by reason of the furnishing by
Distributor for inclusion in any Registration Statement, Prospectus, or

Amendment thereof or any application for qualification of securities under any
State law of any information containing a misstatement of a material fact or
which omits to state a material fact necessary in order to make the information
furnished not misleading. Such indemnity shall include expenses (including
counsel fees and the costs of any investigation and preparation for any litiga-
tion) whether or not resulting in any liability, provided, however, (a) that in
no case shall Distributor be liable unless the party claiming indemnity under
the provisions of this Paragraph 21 shall have notified Distributor in writing
thereof within ten (10) days after summons or other legal process shall have
been served on the party against whom claim is made or such party's duly
designated agent for service of process; and (b) that liability of the
Distributor shall not extend to any misstatement or omission in such
Registration Statement, Prospectus or Securities Application which is the
result of or based upon information supplied by the Fund.
Distributor may at its option assume the defense of any suit brought to
enforce any such liability but such defense shall be conducted by counsel of
good standing chosen by Distributor and satisfactory to the Fund. If
Distributor elects to assume the defense of any such suit and retains counsel
satisfactory to the Fund, the Fund shall bear the fees and expenses of any
additional counsel retained by it, but in case the Distributor does not elect
to assume the defense of any such suit, or if counsel retained by the
Distributor is not satisfactory to the Fund, Distributor will reimburse the
Fund or the person or persons named as defendant in any such suit, for the fees
and expenses of any counsel retained by them.
The indemnification agreement contained in this Paragraph 21, and the
representations and warranties of Distributor in this Agreement, shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of the Fund or by any person in control of the Fund, and shall
survive the delivery of any Shares hereunder. Distributor agrees to promptly
notify the Fund of commencement of any litigation or proceedings against it,

or any of its officers and directors, in connection with the issue or sale of
any of the Shares covered by any applicable Registration Statement.
22. The Fund agrees to disclose this Agreement to the Securities and Exchange
Commission upon its execution, and approval by the Board of Directors of the
Fund.
23. Notwithstanding anything to the contrary herein contained, no provision
of this Agreement protects or purports to protect Distributor against any
liability to the Fund or its security holders to which Distributor would
otherwise be subject by reason of willful misfeasance, bad faith, or negligence
in the performance of its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
24. Any and all notices required hereunder by or from either party shall be
in writing and shall be served by registered mail, postage prepaid. Notices to
the Fund shall be sent to 3757 State Street, Suite 204, Santa Barbara,
California 93105, and to the Distributor at 1 North Main, Minot, North Dakota
58703. Either party may change the foregoing addresses by the service on the
other party of a written notice specifying the new address or addresses to
which notices are to be sent.
25. This Agreement shall be executed in two counterparts, each of which
shall be an original.

The parties hereto have caused this Agreement to be executed in their
corporate names by their duly authorized officer, and their corporate seals to
be affixed as of the day and year hereinbefore set forth.

INVESTORS RESEARCH FUND, INC. ND CAPITAL, INC.
By: /Hugh J. Haferkamp/ By: /Robert E. Walstad/

Title: /President/ Title: /President/

TRANSFER AGENCY AND REGISTRAR AGREEMENT

AGREEMENT dated as of this 5 day of October, 1998, between Investors
Research Fund, Inc. (the "Fund"), a corporation organized under the laws of the
State of Delaware, having its principal office and place of business at 3757
State Street, Suite 204, Santa Barbara, California 93105, and ND Resources,
Inc. (the "Transfer Agent"), a corporation organized under the laws of the
State of North Dakota with its principal place of business at 1 North Main,
Minot, North Dakota 58703.

WITNESSETH:

That for and in consideration of the mutual covenants and promises
hereinafter set forth, the Fund and the Transfer Agent agree as follows:

1. Definitions.

Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

(a) "Authorized Person" shall be deemed to include the President, the
Vice President, the Secretary, and the Treasurer of the Fund, the persons
listed in Appendix A hereto, and any other person, whether or not such person
is an officer of the Fund, duly authorized to give Oral Instructions or Written
Instructions on behalf of the Fund, as indicated in a certificate furnished to
the Transfer Agent, pursuant to Sections 4(f) and 5(b) hereof, as may be
received by the Transfer Agent from time to time.

(b) "Commission" shall have the meaning given it in the 1940 Act.

(c) "Custodian" refers to any custodian or sub-custodian of all
securities and other property which the Fund may, from time to time, deposit
or cause to be deposited or held under the name or account of such a
custodian pursuant to a Custodian Agreement.

(d) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, Partnership Agreement or similar
organizational document, as the case may be, of the Fund as the same may be
amended from time to time.

(e) "Officer" shall mean the President, Vice President, Secretary,
and Treasurer of the parties hereto.

(f) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person.

(g) "Prospectus" shall mean the most recently dated Fund Prospectus
and Statement of Additional Information relating to the registration of the
Fund's Shares under the Securities Act of 1933 and the 1940 Act, as amended.

(h) "Shares" refers collectively to such shares of capital stock,
beneficial interest or limited partnership interests, as the case may be, of
the Fund, as may be issued from time to time, and if the Fund is a closed-end
or a series fund, as such terms are used in the 1940 Act, any other classes or
series of capital stock, share of beneficial interest, or limited partnership
interests that may be issued from time to time.

(i) "Shareholder" shall mean a holder of shares of capital stock,
beneficial interest or any other class or series, and also refers to partners
of limited partnerships.

(j) "Directors" or "Board of Directors" shall mean the Board of
Directors, Board of Trustees or, if the Fund is a limited partnership, the
General Partner(s) of the Fund, as the case may be.

(k) "Written Instructions" shall mean a written or electronic
communication actually received by the Transfer Agent from an Authorized
Person, or from a person reasonably believed by the Transfer Agent to be an
Authorized Person, by U.S. Mail, facsimile, or any other such system whereby
the receiver of such communication is able to verify through codes or otherwise
with a reasonable degree of certainty the authenticity of the sender of such
communications.

(1) "1940 Act" shall mean the Investment Company Act of 1940, and the
Rules and Regulations promulgated thereunder, all as amended from time to time.

(m) "Fund" shall mean the entity executing this Agreement, and if it is
a series fund, as such term is used in the 1940 Act, such term shall mean each
series of the Fund hereafter created, except that appropriate documentation
with respect to each series must be presented to the Transfer Agent before this
Agreement shall become effective with respect to each such series.

2. Appointment of the Transfer Agent.

The Fund hereby appoints and constitutes the Transfer Agent as transfer
agent, registrar and dividend disbursing agent for Shares of the Fund and as
shareholder servicing agent for the Fund and as plan agent under the Fund's
Dividend Reinvestment Plan. The Transfer Agent accepts such appointments and
agrees to perform the duties hereinafter set forth.

3. Compensation.

(a) The Fund will compensate the Transfer Agent for the performance of
its obligations hereunder in accordance with the fees set forth in the written
schedule of fees annexed hereto as Schedule A and incorporated herein. The
Transfer Agent will bill the Fund as soon as practicable after the end of each
calendar month, and said billings will be detailed in accordance with the
Schedule A. The Fund will promptly pay to the Transfer Agent the amount of
such billing.

In addition, the Fund agrees to pay, and will be billed separately
for, reasonable out-of-pocket expenses incurred by the Transfer Agent in the
performance of its duties hereunder. Out-of-pocket expenses shall include, but
shall not be limited to, the items specified in the written schedule of out-of-
pocket charges annexed hereto as Schedule C and incorporated herein; which
charges shall be those imposed by outside providers. Unspecified out-of-pocket
expenses shall be limited to those out-of-pocket expenses reasonably incurred
by the Transfer Agent in the performance of its obligations hereunder.
Reimbursement by the Fund for expenses incurred by the Transfer Agent in any
month shall be made as soon as practicable but no later than thirty- (30) days
after the receipt of an itemized bill from the Transfer Agent.

(b) Any compensation agreed to hereunder may be adjusted from time to
time upon mutual agreement by both parties hereto by attaching to Schedule A of
this Agreement a revised Fee Schedule, dated and signed by an Officer of each
party hereto.

4. Documents.

In connection with the appointment of the Transfer Agent, the Fund
shall, on or before the date this Agreement goes into effect, but in any case,
within a reasonable period of time for the Transfer Agent to prepare to
perform its duties hereunder, furnish the Transfer Agent with the following
documents:

(a) A certified copy of the Fund's Articles of Incorporation, as
amended;

(b) A certified copy of the Fund's Bylaws, as amended;

(d) If applicable, specimens of certificates for Shares of the Fund in
the form mutually approved by the Directors and the Transfer Agent, with a
certificate of the Secretary of the Fund as to such approval;

(e) All account application forms and other documents relating to
Shareholder accounts, or to any plan, program, or service offered by the Fund;

(f) A signature card bearing the signatures of any person authorized to
sign Written Instructions or is authorized to give Oral Instructions to the
Transfer Agent on behalf of the Fund;

(g) A certified list of Shareholders of the Fund with the name,
address, and taxpayer identification number of each Shareholder, and the number
of Shares of the Fund held by each, certificate numbers and denominations (if
any certificates have been issued), lists of any accounts against which stop
transfer orders have been placed, together with the reasons therefore, and the
number of Shares redeemed by the Fund; and

(h) An opinion of counsel for the Fund with respect to the validity of
the Shares and the status of such Shares under the Securities Act of 1933, as
amended.

5. Further Documentation.

The Fund will also furnish the Transfer Agent with copies of the
following documents promptly after the same become available :

(a) The Fund's Registration Statement and each subsequent amendment to
the Fund's Registration Statement that is filed with the Commission;

(b) A certified copy of each resolution of the Board of Directors, or
other authorization, designating Authorized Persons;

(c) Such other certificates, documents, or opinions as the Transfer
Agent deems to be appropriate or necessary for the proper performance of its
duties hereunder; and

(d) Each resolution of the Board of Directors authorizing the issuance
of Shares.

6. Representations.

The Fund represents to the Transfer Agent that all outstanding Shares
are validly issued, fully paid and non-assessable. When Shares are hereafter
issued in accordance with the terms of the Fund's Articles of Incorporation and
its Prospectus, such Shares shall be validly issued, fully paid and non-
assessable. The Transfer Agent represents that it is and will continue to be
registered as a transfer agent under the Securities Exchange Act of 1934.

7. Distributions Payable in Shares.

In the event that the Directors shall declare a distribution payable in
Shares, the Fund shall deliver to the Transfer Agent written notice of such
declaration, signed on behalf of the Fund by an Officer of the Fund, upon which
the Transfer Agent shall be entitled to rely for all purposes, certifying
(i) the number of Shares involved, (ii) that all appropriate action has been
taken, and (iii) that any amendment to the Articles of Incorporation, which may
be required, has been filed and is effective. Such notice shall be accompanied
by an opinion of counsel for the Fund relating to the legal adequacy and effect
of the transaction. This provision shall not apply to Shares to be issued in
the normal course of reinvestment of any distributions or dividends in
accordance with the Fund's Prospectus.

8. Duties of the Transfer Agent.

The Transfer Agent shall be responsible for administering and/or
performing transfer agent functions; for acting as service agent in connection
with dividend and distribution functions, and as plan agent under the Fund's
Dividend Reinvestment Plan; and for performing Shareholder account and
administrative agent functions in connection with the issuance, transfer, and
redemption or repurchase (including coordination with the Custodian) of Shares
in accordance with the terms of the Prospectus and applicable law. The
operating standards and procedures to be followed shall be determined, from
time to time, by agreement between the Transfer Agent and the Fund, and shall
be expressed in a written schedule of duties of the Transfer Agent annexed
hereto as Schedule B and incorporated herein. In addition, the Fund shall
deliver to the Transfer Agent all notices issued by the Fund with respect to
the Shares in accordance with, and pursuant to, the Articles of Incorporation
and By-laws of the Fund, or as required by law, and shall perform such other
specific duties as are set forth in the Articles of Incorporation, including
the giving of notice of any special or annual meetings of shareholders, and any
other notices required thereby.

9. Recordkeeping and Other Information.

(a) The Transfer Agent shall create and maintain all necessary records,
in accordance with all applicable laws, rules and regulations, including
records required by Section 31(a) of the 1940 Act and those records pertaining
to the various functions performed by it hereunder, which are set forth in
Schedule B hereto. All records shall be available during regular business hours
for inspection and use by the Fund. Where applicable, such records shall be
maintained by the Transfer Agent for the periods and in the places required by
Rule 3la-2 under the 1940 Act.

(b) Upon reasonable notice by the Fund, the Transfer Agent shall make
available, during regular business hours, its facilities and premises, employed
in connection with the performance of its duties under this Agreement, for
reasonable visitation by the Fund, or any person retained by the Fund, as may
be necessary for the Fund to evaluate the quality of the services performed by
the Transfer Agent pursuant hereto.

(c) The Transfer Agent and the Fund agree that the records kept by the
Transfer Agent, in compliance with the federal securities and applicable tax
laws, remain the property of the Fund and, upon the termination of this
Agreement, the Transfer Agent shall, at the Fund's expense, provide such
records to the Fund, or such successor transfer agent as the Fund designates
in writing to the Transfer Agent.

(d) The Transfer Agent and the Fund agree that all books, records,
information, and data pertaining to the business of the other party, which are
exchanged or received in connection with this Agreement, shall remain
confidential and shall not be voluntarily disclosed to any person, except as
may be required by law. In the case of any requests or demands for any inspec-
tion of the Shareholder records of the Fund, the Transfer Agent will endeavor
to notify the Fund and to secure instructions from an authorized Officer of the
Fund as to such inspection.

10. Other Duties.

In addition to the duties expressly set forth in Schedule B to this
Agreement, the Transfer Agent shall perform such other duties and functions,
and shall be paid such amounts therefor, as may from time to time be agreed
upon in writing between the Fund and the Transfer Agent. The compensation for
such other duties and functions shall be reflected in a written amendment to
Schedule A and the duties and functions shall be reflected in an amendment to
Schedule B, both dated and signed by authorized persons of the parties hereto.

11. Reliance by Transfer Agent; Instructions.

(a) The Transfer Agent will be protected in acting upon Written or Oral
Instructions, as appropriate, believed to have been executed or orally
communicated by an Authorized Person, and will not be held to have any notice
of any change of authority of any person until receipt of a Written Instruction
thereof from the Fund. The Transfer Agent will also be protected in processing
Share certificates which it reasonably believes to bear the proper manual or
facsimile signatures of the Officers of the Fund and the proper counter-
signature of the Transfer Agent.

(b) At any time, the Transfer Agent may apply to any Authorized Person
of the Fund for Written Instructions, and may seek advice from legal counsel
for the Fund, or its own legal counsel, with respect to any matter arising in
connection with this Agreement, and it shall not be liable for any action taken
or not taken or suffered by it in good faith in accordance with such Written
Instructions or in accordance with the opinion of counsel for the Fund.
Written Instructions requested by the Transfer Agent will be provided by the
Fund within a reasonable period of time. In addition, the Transfer Agent, its
officers, agents, or employees, shall accept Oral Instructions or Written
Instructions given to them by any person representing or acting on behalf of
the Fund, only if said representative is known by the Transfer Agent, or its
officers, agents, or employees, to be an Authorized Person. The Fund agrees
that all Oral Instructions shall be followed within one business day by
confirming Written Instructions, and that the Fund's failure to so confirm
shall not impair in any respect the Transfer Agent's right to rely on Oral
Instructions. The Transfer Agent shall have no duty or obligation to inquire
into, nor shall the Transfer Agent be responsible for, the legality of any act
done by it upon the request or direction of an Authorized Person.

(c) Notwithstanding any of the foregoing provisions of this Agreement,
the Transfer Agent shall be under no duty or obligation to inquire into, and
shall not be liable for:

i. the legality of the issuance or sale of any Shares;
ii. the legality of the redemption of any Shares, or the propriety
of the amount to be paid therefor, so long as redemption is in accordance with
provisions of the Prospectus;

iii. the legality of the declaration of any dividend by the
Directors, or the legality of the issuance of any Shares in payment of any
dividend; or

iv. the legality of any recapitalization or readjustment of the
Shares.

12. Acts of God, Etc.

Neither the Transfer Agent nor the Fund will be liable or responsible
for delays or errors by reason of circumstances beyond its reasonable control,
including acts of civil or military authority, national emergencies, fire,
mechanical breakdown beyond its control, flood or catastrophe, acts of God,
insurrection, war, riots, or failure beyond its control of transportation,
communication, or power supply.

13. Duty of Care and Indemnification.

The Fund and the Transfer Agent will indemnify each other against, and
hold the other party harmless from, any and all losses, claims, damages,
liabilities, or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action, or suit, not resulting from the
willful misfeasance, bad faith or negligence of the other party, and arising
out of, or in connection with, the duties and responsibilities described
hereunder. In addition, the Fund will indemnify the Transfer Agent against,
and hold it harmless from, any and all losses, claims, damages, liabilities,
or expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action, or suit as a result of:

(a) any action taken in accordance with Written or Oral Instructions,
or any other instructions, or Share certificates reasonably believed by the
Transfer Agent to be genuine and to be signed, countersigned, or executed, or
orally communicated, by an Authorized Person;

(b) any action taken in accordance with written or oral advice
reasonably believed by the Transfer Agent to have been given by counsel for
the Fund; or

(c) any action taken as a result of any error or omission in any record
(including, but not limited to, magnetic tapes, computer printouts, hard
copies, and microfilm copies) delivered, or caused to be delivered, by the Fund
to the Transfer Agent, in connection with this Agreement.

In any case in which the Fund or the Transfer Agent may be asked to
indemnify or hold the other party harmless, the requesting party will provide
the other party with all pertinent facts concerning the situation in question
and will use reasonable care to identify and provide notice of any situation
which presents, or appears likely to present, a claim for indemnification. Each
party shall have the option to defend the other party against any claim which
may be the subject of this indemnification, and in the event that a party so
elects, such defense shall be conducted by counsel chosen by the party making
such election; and such counsel shall be satisfactory to the other party, and
thereupon such electing party shall take over complete defense of the claim,

and the requesting party shall sustain no further legal or other expenses in
such situation for which it seeks indemnification under this Section 13.
Neither party will confess any claim or make any compromise in any case in
which the other party will be asked to provide indemnification, except with the
other party's prior written consent. The obligations of the parties hereto
under this Section shall survive the termination of this Agreement.

14. Consequential Damages.

In no event and under no circumstances shall either party under this
Agreement be liable to the other party for indirect loss of profits, or other
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.

15. Term and Termination.

(a) This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect for three (3) years,
and then for successive annual periods thereafter, as the parties may mutually
agree; provided, that either party hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of receipt of
such notice.

(b) In the event such notice is given by the Fund, it shall be
accompanied by a resolution of the Board of Directors of the Fund, certified by
the Secretary, electing to terminate this Agreement, and designating a
successor transfer agent or transfer agents. Upon such termination, and at the
expense of the Fund (unless termination is as a result of the bad faith or
negligence of the Transfer Agent), the Transfer Agent will deliver to such
successor a certified list of Shareholders of the Fund (with names, addresses,
and taxpayer identification numbers), an historical record of the account of
each Shareholder and the status thereof, and all other relevant books, records,
correspondence, and other data established or maintained by the Transfer Agent
under this Agreement in the form reasonably acceptable to the Fund, and will
cooperate in the transfer of such duties and responsibilities, including
provisions for assistance from the Transfer Agent's personnel in the establish-
ment of books, records, and other data by such successor or successors.

16. Confidentiality

Both parties hereto agree that any non-public information obtained here-
under, concerning the other party, is confidential and may not be disclosed to
any other person without the consent of the other party, except as may be
required by applicable law or at the request of the Commission or other
governmental agency.

17. Amendment.

This Agreement may not be amended or modified in any manner, except by a
written agreement executed by both parties.

18. Subcontracting.

Except as otherwise provided below, neither this Agreement nor any
rights or obligations hereunder, may be assigned by either party without the
express written consent of the other party. The Transfer Agent may subcontract,
in whole or in part, for the performance of its obligations and duties here-
under, subject to the approval of the Fund, which approval shall not be
unreasonably withheld by the Fund, with any person or entity, including, but

not limited to, any affiliate or subsidiary; provided, however, that (a) the
Transfer Agent shall remain fully responsible to the Fund for the acts and
omissions of any agent or subcontractor as it is for its own acts and
omissions, and (b) to the extent that the Transfer Agent subcontracts any
functions or activities required to be performed by a registered transfer
agent, the subcontracting party shall be a duly registered transfer agent
with the appropriate regulatory agency as required under Section 17A of the
Securities Exchange Act of 1934 and the rules and regulations thereunder, as
amended.

19. Security.

The Transfer Agent represents and warrants that, to the best of its
knowledge, the various procedures and systems which the Transfer Agent has
implemented, or will implement, with regard to safeguarding from loss or damage
attributable to fire, theft, or any other cause (including provision for 24
hours-a-day restricted access) of the Fund's records and other data and the
Transfer Agent's records, data, equipment facilities, and other property used
in the performance of its obligations hereunder, are adequate, and that it will
make such changes therein, from time to time, as in its judgment are required
for the secure performance of its obligations hereunder. The parties shall
review such systems and procedures on a periodic basis.

20. Miscellaneous.

(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or the Transfer Agent shall be
sufficiently given if addressed to that party and received by it at its office
set forth below, or at such other place as it may from time to time designate
in writing.

To the Fund:

Investors Research Fund, Inc.
Attn: Hugh J. Haferkamp, President
3757 State Street, Suite 204
Santa Barbara, CA 93105

To the Transfer Agent:

ND Resources, Inc.
Attn: Mark R. Anderson, Shareholder Services Manager
1 North Main
Minot, ND 58703

(b) Successors. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund without the
written consent of the other party.

(c) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.

(d) Captions. The captions of this Agreement are included for
convenience of reference only, and in no way define or delimit any of the
provisions hereof, or otherwise affect their construction or effect.

(e) Use of Transfer Agent's Name. The Fund shall not use the name of
the Transfer Agent in any Prospectus, Statement of Additional Information,
Shareholders' report, sales literature, or other material relating to the Fund
for other than internal use, in a manner not approved prior thereto; provided,
that the Transfer Agent shall approve all reasonable uses of its name which
merely refer in accurate terms to its appointment hereunder or which are
required by the Commission or a state securities administrator.

(f) Use of the Fund's Name. The Transfer Agent shall not use the name
of the Fund, or material relating to the Fund, on any documents or forms, for
other than internal use, in a manner not approved prior thereto in writing;
provided, that the Fund shall approve all reasonable uses of its name which
merely refer in accurate terms to the appointment of the Transfer Agent or
which are required by the Commission or a state securities administrator.

(g) Independent Contractors. The parties agree that they are
independent contractors and not partners or co-venturers.

(h) Entire Agreement; Severability. This Agreement, and the Schedules
attached hereto, constitute the entire agreement of the parties hereto,
relating to the matters covered hereby, and supersede any previous agreements.
If any provision is held to be illegal, unenforceable or invalid for any
reason, the remaining provisions shall not be affected or impaired thereby.

21. Liability of Directors, Officers, and Shareholders.

The execution and delivery of this Agreement have been authorized by the
Directors of the Fund and signed by an authorized Officer of the Fund, acting
as such, and neither such authorization by such Directors nor such execution
and delivery by such Officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any of the Directors or
Shareholders of the Fund, but bind only the property of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunder duly authorized
as of the day and year first above written.

INVESTORS RESEARCH FUND, INC.

By: Hugh J. Haferkamp Signature: /Hugh J. Haferkamp/

Title: President Date: 9/23/98

Agreed and Accepted by:

ND RESOURCES, INC.

By: Robert E. Walstad Signature: /Robert E. Walstad/

Title: President Date: 10/05/98

APPENDIX A

We, Hugh J. Haferkamp, President, and Michael A. Marshall, Secretary, of
Investors Research Fund, Inc. (the "Fund"), a corporation organized under the
laws of the State of Delaware, do hereby certify that the following individuals
have been duly authorized as Authorized Persons to give Oral Instructions and
Written Instructions on behalf of the Fund, and the signatures set forth
opposite their respective names are their true and correct signatures:

Name(s): Signature(s):

Hugh J. Haferkamp /Hugh J. Haferkamp/
- ----------------- -------------------
Name of Authorized Person
Michael A. Marshall /Michael A. Marshall/
- ------------------- ---------------------
Name of Authorized Person
/Hugh J. Haferkamp/
-------------------
Hugh J. Haferkamp
President

/Michael A. Marshall/
---------------------
Michael A. Marshall
Secretary

SCHEDULE A
FEE SCHEDULE
TRANSFER AGENT CHARGES
ND RESOURCES, INC.

Transfer Agency Fee Schedule
(Per portfolio)

PER MONTH MINIMUM1 $ 2,125.00 per month

EQUITY FUNDS $ 16.25 per account2 per year on first
1,500 accounts; and $ 15.25 per account, per year thereafter

FIXED INCOME FUNDS $ 17.25 per account, per year

EDGAR FORMATTING (for filings which are not
included under Section F of Exhibit 1 to Schedule B):

Word processing conversion to EDGAR $ 10.00 per page
Desktop Publishing (Quark Xpress/Pagemaker)
Conversion to EDGAR $ 25.00 per page
Rush Charge3 $ 10.00 per page

Total Pages
Per Filing Setup Fee
---------- ---------
1-50 $ 200.00
51-100 300.00
101-150 400.00
151-200 500.00
201-250 600.00
251-300 700.00
301-350 800.00
351-400 900.00
400+ 950.00

SPECIAL SERVICES $ 75.00 per hour
OUT-OF-POCKET EXPENSES Passed through to Fund at cost

- ---------------------------
1. The Fund will pay a monthly minimum charge of $2,125 until such time as the
account-based charges exceed the monthly minimum. At that point, the account-
based charges will supersede the $2,125 monthly minimum.
2. Per-account charges are calculated on open accounts. Open accounts include
any account with a current share balance and/or beginning-of-year balance.
3. Rush charges will be applied to all EDGAR formatting which is not received
by the Transfer Agent at least 2 business days prior to filing date.

SCHEDULE B

DUTIES OF THE TRANSFER AGENT
(See Exhibit 1 for Summary of Services.)

1. Shareholder Information.

The Transfer Agent shall maintain a record of the number of Shares held by
each holder of record which shall include his address and taxpayer identifica-
tion number and which shall indicate whether such Shares are held in
certificated or uncertificated form.

2. Shareholder Services.

The Transfer Agent will investigate all Shareholder inquiries relating to
Shareholder accounts and will answer all correspondence from Shareholders and
others relating to its duties hereunder and such other correspondence as may
from time to time be mutually agreed upon between the Transfer Agent and the
Fund. The Transfer Agent shall keep records of Shareholder correspondence and
replies thereto and of the lapse of time between the receipt of such
correspondence and the mailing of such replies.

3. State Registration Reports.

The Transfer Agent shall furnish, on a state-by-state basis, sales reports
and such periodic and special reports as the Fund may reasonably request, and
such other information, including Shareholder lists and statistical information
concerning accounts, as may be agreed upon from time to time between the Fund
and the Transfer Agent.

4. Mailing Communications to Shareholders; Proxy Materials.

The Transfer Agent will address and mail to Shareholders of the Fund all
reports to Shareholders, dividend and distribution notices, and proxy material
for the Fund's meetings of Shareholders.

5. Sales of Shares.

(a) Processing of Investment Checks or Other Investments. Upon receipt of
any check or other instrument drawn or endorsed to it as agent for, or
identified as being for, the account of the Fund for the purchase of Shares,
the Transfer Agent shall forthwith process the check for collection, and shall
record the number of Shares sold, the trade date, the price per Share, and the
amount of money to be delivered to the Custodian of the Fund for the sale of
such Shares.

(b) Issuance of Shares. Upon receipt of notification that the Custodian has
received the amount of money specified in the immediately preceding paragraph,
the Transfer Agent shall issue to and hold in the account of the purchaser/
Shareholder, or if no account is specified therein, in a new account
established in the name of the purchaser, the number of Shares such purchaser
is entitled to receive, as determined in accordance with applicable federal
law or regulation.

(c) Statements. On a quarterly basis, the Transfer Agent shall send to the
purchaser/Shareholder a statement of account which will show the new Share
balance, the Shares held under a particular plan, if any, for withdrawing
investments, the amount invested and the price paid for the newly purchased
Shares, or will be in such other form of statement as the Fund and the Transfer
Agent may agree from time to time.

(d) Suspension of Sale of Shares. The Transfer Agent shall not be required
to issue any Shares where it has received a Written Instruction from the Fund
or written notice from any appropriate federal or state authority that the sale
of the Shares of the Fund has been suspended or discontinued, and the Transfer
Agent shall be entitled to rely upon such Written Instructions or written
notification.

(e) Taxes in Connection with Issuance of Shares. Upon the issuance of any
Shares, in accordance with the foregoing provisions of this Section, the
Transfer Agent shall not be responsible for the payment of any original issue
or other taxes required to be paid in connection with such issuance.

(f) Returned Checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, the Transfer Agent will:

(1) give prompt notice of such return to the Fund or its designee;

(2) place a stop transfer order against all Shares issued as a result of
such check or order; and

(3) take such actions as the Transfer Agent may from time to time deem
appropriate.

6. Redemptions.

(a) Requirements for Transfer or Redemption of Shares. The Transfer Agent
shall process all requests from Shareholders to transfer or redeem Shares in
accordance with the procedures set forth in the Prospectus and all determina-
tions of the number of Shares required to be redeemed to fund designated
monthly payments, automatic payments, or any other such distribution or
withdrawal plan.

The Transfer Agent will transfer or redeem Shares upon receipt of
Written Instructions and Share certificates, if any, properly endorsed for
transfer or redemption, accompanied by such documents as the Transfer Agent
reasonably may deem necessary to evidence the authority of the person making
such transfer or redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes, if any.

Except to the extent inconsistent with the procedures set forth in the
Prospectus, the Transfer Agent reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the endorsement on the instructions is
valid and genuine, and for that purpose it will require a guarantee of
signature by a member firm of a national securities exchange, by any national
bank or trust company, or by any member bank of the Federal Reserve system.
The Transfer Agent also reserves the right to refuse to transfer or redeem
Shares until it is satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for the refusal, in good
faith, to make transfers or redemptions which the Transfer Agent, in its good
judgment, deems improper or unauthorized, or until it is reasonably satisfied
that there is no basis to any claims adverse to such transfer or redemption.

The Transfer Agent may, in effecting transactions, rely upon the
provisions of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the provisions of Article 8 of the Uniform Commercial Code, as
the same may be amended from time to time in the State of North Dakota, which
in the opinion of legal counsel for the Fund or of its own legal counsel
protect it in not requiring certain documents in connection with the transfer
or redemption of Shares. The Fund may authorize the Transfer Agent to waive
the signature guarantee in certain cases by Written Instructions.

For the purpose of the redemption of Shares which have been purchased
within 30 days of a redemption request, the Transfer Agent may refuse to redeem
such Shares until the Transfer Agent has received fed funds for the purchase of
such Shares.

(b) Notice to Custodian and Fund. When Shares are redeemed, the Transfer
Agent shall, upon receipt of the instructions and documents in proper form,
deliver to the Custodian and the Fund a notification setting forth the dollar
amount to be redeemed. Such redemptions shall be reflected on appropriate
accounts maintained by the Transfer Agent reflecting outstanding Shares and
Shares attributed to individual accounts and, if applicable, any individual
withdrawal or distribution plan.

(c) Payment of Redemption Proceeds. The Transfer Agent shall, upon receipt
of the moneys paid to it by the Custodian for the redemption of Shares, pay to
the Shareholder, or his authorized agent or legal representative, such moneys
as are received from the Custodian, all in accordance with the redemption
procedures described in the Prospectus; provided, however, that the Transfer
Agent shall pay the proceeds of any redemption of Shares purchased within 30
days of a redemption request to the Transfer Agent, upon a determination that
good funds have been collected for the purchase of such Shares. The Fund shall
indemnify the Transfer Agent for any payment of redemption proceeds or refusal
to make such payment if the payment or refusal to pay is in accordance with
this Section.

The Transfer Agent shall not process or effect any redemptions pursuant
to a plan of distribution or redemption or in accordance with any other
Shareholder request upon the receipt by the Transfer Agent of notification of
the suspension of the determination of the Fund net asset value.

7. Dividends.

(a) Notice to Transfer Agent and Custodian. Upon the declaration of each
dividend and each capital gains distribution by the Board of Directors of the
Fund, with respect to Shares, the Fund shall furnish to the Transfer Agent a
copy of a resolution of its Board of Directors, certified by the Secretary,
setting forth, with respect to the Shares, the date of the declaration of such
dividend or distribution, the ex-dividend date, the date of payment thereof,
the record date as of which Shareholders entitled to payment shall be
determined, the amount payable per Share to the Shareholders of record as of
that date, the total amount payable to the Transfer Agent on the payment date,
and whether such dividend or distribution is to be paid in Shares at net asset
value.

On or before the payment date specified in such resolution of the Board
of Directors, the Fund will cause the Custodian of the Fund to pay to the
Transfer Agent sufficient cash to make payment to the Shareholders of record
as of such payment date.

(b) Payment of Dividends by the Transfer Agent. The Transfer Agent will, on
the designated payment date, automatically reinvest all dividends in additional
Shares at net asset value (determined on such date) and mail to each
Shareholder, on a quarterly basis, at his address of record, or such other
address as the Shareholder may have designated, a statement showing the number
of full and fractional Shares (rounded to three decimal places) then currently
owned by the Shareholder, and the net asset value of the Shares so credited to
the Shareholder's account; provided, however, that if the Transfer Agent has on
file a direction by the Shareholder to pay income dividends or capital gains
dividends, or both, in cash, such dividends shall be paid in accordance with
such instructions; and provided further, that in the event of the return of two
consecutive dividend checks as undeliverable, Transfer Agent shall consider the
account to be abandoned property, and shall initiate measures to locate lost
shareholder(s), in accordance with Rules 17Ad-17 and 17a-24 under the
Securities Exchange Act of 1934.

(c) Insufficient Funds for Payments. If the Transfer Agent does not receive
sufficient cash from the Custodian to make total dividend and/or distribution
payments to all Shareholders of the Fund, as of the record date, the Transfer
Agent will, upon notifying the Fund, withhold payment to all Shareholders of
record, as of the record date, until such sufficient cash is provided to the
Transfer Agent.

(d) Information Returns. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of dividends,
return of capital, and capital gain distributions with the proper federal,
state, and local authorities as are required by law to be filed and shall be
responsible for the withholding of taxes, if any, due on such dividends or
distributions to Shareholders when required to withhold taxes under applicable
law.

8. Share Certificates.

(a) At the expense of the Fund, it shall supply the Transfer Agent or its
agent with an adequate supply of blank share certificates to meet the Transfer
Agent's or its agent's requirements therefor. Such Share certificates shall be
properly signed by facsimile. The Fund agrees that, notwithstanding the death,
resignation, or removal of any officer of the Fund whose signature appears on
such certificates, the Transfer Agent or its agent may continue to countersign
certificates which bear such signatures until otherwise directed by Written
Instructions.

(b) The Transfer Agent or its agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen or destroyed,
upon receipt by the Transfer Agent or its agent of properly executed affidavits
and lost certificate bonds, in form satisfactory to the Transfer Agent or its
agent, with the Fund and the Transfer Agent or its agent as obligee under the
bond.

(c) The Transfer Agent or its agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the holder of
record. With respect to Shares held in open accounts or uncertificated form,
i.e., no certificate being issued with respect thereof, including their names,
addresses and taxpayer identification. The Transfer Agent or its agent shall
further maintain a stop transfer record on lost and/or replaced certificates.

Exhibit 1 to Schedule B

SUMMARY OF SERVICES

The services to be performed by the Transfer Agent shall be as follows:

A. DAILY RECORDS

Maintain daily the following information, with respect to each Shareholder
account, as received:

* Name and Address
* State of residence code
* Taxpayer identification number
* Beneficial owner code (i.e., custodian, joint tenant, etc.)
* Balance of Shares held by Transfer Agent
* Number of Shares held in certificate form
* Dividend payment code

B. OTHER DAILY ACTIVITY

* Answer oral and written inquiries relating to Shareholder accounts
(Matters relating to portfolio management, distribution of Shares, and other
management policy questions will be forwarded to the Fund.).
* Open new accounts and maintain records of exchanges between accounts.
* Process dividends and disbursements into established Shareholder accounts
in accordance with Written Instructions from the Transfer Agent.
* Examine and process Share purchase applications in accordance with the
Prospectus.
* Furnish Forms W-9 to all Shareholders whose initial subscriptions for
Shares did not include a taxpayer identification number.
* Process additional payments into established Shareholder accounts in
accordance with the Prospectus.
* Upon receipt of proper instructions and all required documentation,
process requests for redemption of Shares.
* Identify redemption requests made with respect to accounts in which Shares
have been purchased within an agreed-upon period of time for determining
whether good funds have been collected with respect to such purchase and
process as agreed by the Transfer Agent and the Fund, in accordance with
written procedures set forth in the Fund's Prospectus.
* Examine and process all transfers of Shares, ensuring that all transfer
requirements and legal documents have been supplied.
* Issue and mail replacement checks.
* Maintain a toll-free telephone number (at the Fund's expense) for use by
the Fund's Shareholders, with the provision for the recording of such calls.

C. DIVIDEND ACTIVITY

* Calculate and process dividends and distributions, as instructed by the
Fund.
* Compute, prepare, and mail all necessary reports to Shareholders, federal,
and/or state authorities, as requested by the Fund.

D. REPORTS PROVIDED TO THE FUND

Provide monthly reports to the Fund, including:

* Fund financial statements (e.g., Balance Sheet and Income Statement)
* Blue sky reports
* Monthly Form N-SAR information (sales/redemptions)
* Monthly report of outstanding Shares
* Monthly analysis of accounts by beneficial owner code
* Monthly analysis of accounts by Share range
* Analysis of sales by state

E. MEETINGS OF SHAREHOLDERS

* Cause to be mailed, proxy, and related material, for all meetings of
Shareholders. Tabulate returned proxies (Proxies must be adaptable to
mechanical equipment of the Transfer Agent or its agents.) and supply daily
reports when sufficient proxies have been received. Costs incurred in providing
this service will be billed to the Fund as an out-of-pocket expense of the
Transfer Agent.
* Prepare and submit to the Fund an Affidavit of Mailing.
* At the time of the meeting, furnish a certified list of Shareholders.

F. PERIODIC ACTIVITIES

* Cause to be mailed reports, Prospectuses, and any other enclosures
requested by the Fund (Material must be adaptable to mechanical equipment of
Transfer Agent or its agents.)
* EDGAR formatting and filing with the Commission of the Fund's Semi-Annual
Report, Annual Report, Form N-SAR, Form N1-A, and Proxy Statement (once
annually for each report listed above, except Form N-SAR, which shall be
formatted and filed twice annually).
* Maintain Fund/SERV and related networking levels.
* Provide ACH transaction capabilities.
* Commission determinations and processing.

SCHEDULE C

OUT-OF-POCKET EXPENSES

The Fund shall reimburse the Transfer Agent monthly for applicable out-of-
pocket expenses, including, but not limited to, the following items:

1. Abandoned Property Monitoring and Reporting
2. Conversion/deconversion charges
3. Courier services
4. Daily & Distribution advice mailings
5. Duplicating services
6. Federal Reserve charges for check clearance
7. Microfiche/microfilm production
8. NSCC charges levied by NSCC for those expenses incurred by the Fund
9. Postage (bulk, pre-sort, ZIP+4, bar-coding, first class) and postage
insurance
10. Printing costs, including certificates, envelopes, checks and stationery
11. Outside services required for proxy solicitations, mailings and
tabulations
12. Record retention, retrieval and destruction costs, including, but not
limited to, exit fees charged by third party record keeping vendors
13. Shipping, Certified and Overnight mail, and insurance
14. Telephone and telecommunication costs, including all lease, maintenance
and line costs
15. Terminals, communications lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
16. Third party audit reviews, not ordered by the Transfer Agent
17. Wire charges
18. Year-end form production and mailings
19. Such other miscellaneous expenses reasonably incurred by the Transfer
Agent in performing its duties and responsibilities under this Agreement.

The Fund will promptly reimburse the Transfer Agent for any other
unscheduled expenses incurred by the Transfer Agent, whenever such expenses
are not otherwise properly borne by the Transfer Agent as part of its duties
and obligations under the Agreement.

ACCOUNTING SERVICES AGREEMENT
-----------------------------

THIS ACCOUNTING SERVICES AGREEMENT is made as of this 5 day of October,
1998 (the "Agreement"), by and between Investors Research Fund, Inc., a
Delaware corporation (the "Company"), and ND Resources, Inc., a North Dakota
corporation ("Resources").

WHEREAS, the Company is registered as a diversified open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Company wishes to retain Resources to provide certain fund
accounting services with respect to each investment portfolio listed in
Schedule A hereto, as the same may be amended from time to time by the parties
hereto (collectively, the "Funds"), and Resources is willing to furnish such
services;

WITNESSETH:

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment.

The Company hereby appoints Resources to provide certain fund accounting
services required by the Company for each Fund for the period, and on the
terms, set forth in this Agreement. Resources accepts such appointment and
agrees to furnish the services herein set forth in return for the compensation
as provided in Section 4 of this Agreement. In the event that the Company
decides to retain Resources to act as fund accountant hereunder with respect
to one or more portfolios other than the Funds, the Company shall notify
Resources in writing. If Resources is willing to render such services, it
shall notify the Company in writing, whereupon such portfolio shall become a
Fund hereunder.

2. Delivery of Documents.

The Company has furnished Resources with copies, properly certified or
authenticated, of each of the following:

(a) Resolutions of the Company's Board of Directors authorizing Resources
to provide certain fund accounting services to the Company and approving this
Agreement;

(b) The Company's Articles of Incorporation (the "Articles") filed with
the State of Delaware and all amendments thereto;

(d) The Investment Advisory Agreement between Fox Asset Management, Inc.
(the "Adviser") and all amendments thereto (the "Advisory Agreement");

(e) The Custody Agreement between United Missouri Bank (the "Custodian")
and the Company, and all amendments thereto (the "Custody Agreement");

(f) The Transfer Agency and Registrar Agreement between ND Resources,
Inc. (the "Transfer Agent") and the Company and all amendments thereto;

(g) The Company's Registration Statement on Form N-1A (the "Registration
Statement") under the Securities Act of 1933 and under the Investment Company
Act of 1940 (the "1940 Act") (File Nos. 002-14675 and 811-00861), as declared
effective by the Securities and Exchange Commission (the "SEC") on January 30,
1998, relating to shares of beneficial interest of the Company (the "Shares"),
and all amendments thereto; and

(h) Each Fund's most recent prospectus and statement of additional
information, and all amendments and supplements thereto (collectively, the
"Prospectuses").

The Company will furnish Resources, from time to time, with copies,
properly certified or authenticated, of all amendments of, or supplements to,
the foregoing, if any. Furthermore, the Company will provide Resources with any
other documents that Resources may reasonably request, and will notify
Resources, as soon as possible, of any matter materially affecting the
performance by Resources of its services under this Agreement.

3. Services and Duties.

Subject to the supervision and control of the Company, Resources under-
takes to provide the following specific services:

(a) Accounting and bookkeeping services (including the maintenance of
such accounts, books, and records of the Company as may be required by Section
31(a) of the 1940 Act and the rules thereunder);

(b) Internal auditing;

(c) Valuing the assets of each Fund and calculating the net asset value
of the shares of the Fund at the close of trading on the New York Stock
Exchange ("NYSE") on each day on which the NYSE is open for trading, and at
such other times as the Board of Directors may reasonably request;

(d) Accumulating information for and, subject to approval by the
Company's Treasurer, preparing reports to the Company's shareholders of record
and the SEC, including, but not necessarily limited to, Annual Reports and Semi-
Annual Reports on Form N-SAR;

(e) Assisting the Adviser, at the Adviser's request, in monitoring and
developing compliance procedures for the Company, which will include, among
other matters, procedures to assist the Adviser in monitoring compliance with
each Fund's investment objective, policies, restrictions, tax matters and
applicable laws and regulations; and

(f) Preparing and furnishing the Company (at the Company's request) with
performance information (including yield and total return information),
calculated in accordance with applicable U.S. securities laws, and reporting to
external databases such information as may reasonably be requested.

(g) Form 1099 generation and reporting.

In performing its duties under this Agreement, Resources: (a) will act in
accordance with the Articles, By-Laws, Prospectuses, and with the instructions
and directions of the Company, and will conform to, and comply with, the
requirements of the 1940 Act and all other applicable Federal or state laws and
regulations; and (b) will consult with legal counsel to the Company, as
necessary and appropriate. Furthermore, Resources shall not have, or be
required to have, any authority to supervise the investment or reinvestment of
the securities or other properties which comprise the assets of the Company or
any of its Funds, and shall not provide any investment advisory services to the
Company or any of its Funds.

4. Compensation and Allocation of Expenses.

(a) For the services to be rendered, the facilities to be furnished, and
the payments to be made by Resources, as provided for in this Agreement, the
Company, on behalf of each Fund, will pay Resources an accounting service fee
(as detailed in Schedule B to this Agreement) equal to the sum of (i) $2,500
per month on net assets from zero to $100 million, or (ii) when net assets
exceed $100 million, the Fund will be billed monthly at an annual rate equal to
3 basis points (where one basis point is equal to 1/100 of 1 percent, or
0.0001) on net assets from zero to $100 million, 2 basis points on the next
$100 million, and 1 basis point on only those net assets over $200 million; for
example, if net assets are equal to $250 million, the monthly base-fee billing
would be equal to $4,584 [($100 million x 0.0003) / 12, plus ($100 million x
0.0002) / 12, plus ($50 million x 0.0001) / 12], or [$2,500 + $1,667 + $417 =
$4,584]. For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during such month and year,
respectively. The services of Resources to the Company under this Agreement are
not to be deemed exclusive, and Resources shall be free to render similar
services or other services to others.

(b) The Company shall compensate Resources for its services rendered,
pursuant to this Agreement, in accordance with the fees set forth above. Such
fees do not include out-of-pocket disbursements of Resources for which
Resources shall be entitled to bill separately. Out-of-pocket disbursements
shall include, but shall not be limited to, the items specified in Schedule C,
annexed hereto and incorporated herein.

(c) Resources shall not be required to pay any of the following expenses
incurred by the Company: membership dues in the Investment Company Institute or
any similar organization; transfer agency expenses; investment advisory
expenses; costs of printing and mailing stock certificates, prospectuses,
reports and notices; interest on borrowed money; brokerage commissions; taxes
and fees payable to Federal, state and other governmental agencies; fees of
Directors of the Company who are not affiliated with Resources; outside
auditing expenses; outside legal expenses; or other expenses not specified in
this Section 4 which may be properly payable by the Company.

(d) Resources will bill the Company, as soon as practicable after the end
of each calendar month, for out-of-pocket disbursements, and said billings will
be detailed in accordance with this Section and Schedule C. The Company will
pay to Resources the amount of such billing within 30 days of such billing.

(e) Upon any termination of this Agreement before the end of any month,
the fee for such period shall be prorated according to the proportion which
such period bears to the full month period. For purposes of determining fees
payable to Resources, the value of each Fund's net assets shall be computed at
the time and in the manner specified in the most recent Prospectuses.

(f) Resources will, from time to time, employ or associate itself with
such person or persons as Resources may believe to be particularly suited to
assist it in performing services under this Agreement. The compensation of such
person or persons shall be paid by Resources and no obligation shall be
incurred on behalf of the Company in such respect.

(g) Any compensation agreed to hereunder may be adjusted, from time to
time, upon mutual agreement by both parties hereto, by attaching to Schedule B
of this Agreement a revised Fee Schedule, dated and signed by an Officer of
each party hereto.

5. Limitation of Liability

(a) Resources, its directors, officers, employees, shareholders, and
agents shall not be liable for any error of judgment or mistake of law, or for
any loss suffered by the Company or a Fund, in connection with the performance
of this Agreement, except a loss resulting from willful misfeasance, bad faith,
or negligence on the part of Resources in the performance of its obligations
and duties under this Agreement.

(b) Notwithstanding any provision in this Agreement to the contrary,
Resources' cumulative liability (to the Company) for all losses, claims, suits,
controversies, breaches, or damages, for any cause whatsoever (including but
not limited to those arising out of or related to this Agreement), and regard-
less of the form of action or legal theory, shall not exceed the lesser of
(i) $1,000,000 or (ii) three (3) times the fees received by Resources for
services provided under this Agreement during the twelve (12) months
immediately prior to the date of such loss or damage.

(c) Neither party may assert any cause of action against the other party
under this Agreement that accrued more than two (2) years prior to the filing
of the suit (or commencement of arbitration proceedings) alleging such cause
of action.

(d) Each party shall have the duty to mitigate damages for which the
other party may become responsible.

6. Indemnification.

(a) The Company shall indemnify, and hold Resources harmless from and
against, any and all claims, costs, expenses (including reasonable attorneys'
fees), losses, damages, charges, payments and liabilities of any sort or kind
which may be asserted against Resources or for which Resources may be held to
be liable in connection with this Agreement or Resources' performance hereunder
(a "Claim"), unless such Claim resulted from a negligent act, or omission to
act, or bad faith by Resources in the performance of its duties hereunder.

(b) The Company, or a Fund, its officers, employees, shareholders, and
agents shall not be liable for, and Resources shall indemnify and hold the
Company and each Fund harmless from and against any and all claims made by
third parties, including costs, expenses (including reasonable attorneys'
fees), losses, damages, charges, payments, and liabilities of any sort or kind,
which result from a negligent act, or omission to act, or bad faith by
Resources in the performance of its duties hereunder.

(c) Resources shall indemnify, and hold the Company harmless from and
against, any and all claims, costs, expenses (including reasonable attorneys'
fees), losses, damages, charges, payments and liabilities of any sort or kind
which may be asserted against the Company or for which the Company may be held
to be liable in connection with this Agreement or the Company's performance
hereunder (a "Claim"), unless such Claim resulted from a negligent act, or
omission to act, or bad faith by the Company in the performance of its duties
hereunder.

(d) Resources, its officers, employees, shareholders, and agents shall
not be liable for, and the Company shall indemnify and hold Resources harmless
from and against any and all claims made by third parties, including costs,
expenses (including reasonable attorneys' fees), losses, damages, charges,
payments, and liabilities of any sort or kind, which result from a negligent
act, or omission to act, or bad faith by the Company in the performance of its
duties hereunder.

(e) In any case in which either party (the "Indemnifying Party") may be
asked to indemnify or hold the other party (the "Indemnified Party") harmless,
the Indemnified Party will notify the Indemnifying Party promptly, after
identifying any situation which it believes presents, or appears likely to
present, a claim for indemnification against the Indemnifying Party, although
the failure to do so shall not prevent recovery by the Indemnified Party, and
shall keep the Indemnifying Party advised with respect to all developments
concerning such situation. The Indemnifying Party shall have the option to
defend the Indemnified Party against any claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party, and thereupon the Indemnifying Party
shall take over complete defense of the claim, and the Indemnified Party shall
sustain no further legal or other expenses in respect of such claim. The
Indemnified Party will not confess any claim, or make any compromise, in any
case in which the Indemnifying Party will be asked to provide indemnification,
except with the Indemnifying Party's prior written consent. The obligations of
the parties hereto under this Section 6 shall survive the termination of this
Agreement.

7. Termination of Agreement.

(a) This Agreement shall be effective on the date first written above and
shall continue for a period of three (3) years (the "Initial Term"), unless
earlier terminated, pursuant to the terms of this Agreement. Thereafter, this
Agreement shall automatically be renewed for successive annual periods
("Renewal Terms").

(b) Either party may terminate this Agreement by giving to the other
party a notice in writing specifying the date of such termination, which shall
be not less than 90 days after the date of receipt of such notice.

(c) In the event a termination notice is given by the Company, all
expenses associated with movement of records and materials, and conversion
thereof, will be borne by the Company; provided termination notice is not given
as a result of willful misfeasance, bad faith, or negligence on the part of
Resources in the performance of its obligations and duties under this
Agreement.

(d) If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") resulting in a material
loss to the other party, such other party (the "Non-Defaulting Party") may give
written notice thereof to the Defaulting Party, and if such material breach
shall not have been remedied within thirty- (30) days after such written notice
is given, then the Non-Defaulting Party may terminate this Agreement by giving
thirty- (30) days written notice of such termination to the Defaulting Party.
If Resources is the Non-Defaulting Party, its termination of this Agreement
shall not constitute a waiver of any other rights or remedies of Resources,
with respect to services performed prior to such termination, or rights of
Resources to be reimbursed for out-of-pocket expenses. In all cases, termina-
tion by the Non-Defaulting Party shall not constitute a waiver by the Non-
Defaulting Party of any other rights it might have under this Agreement, or
otherwise, against the Defaulting Party.

8. Modifications and Waivers.

No change, termination, modification, or waiver of any term or condition
of the Agreement shall be valid unless it is in writing, signed by each party.
No such writing shall be effective as against Resources unless said writing is
executed by the President of Resources. A party's waiver of a breach of any
term or condition in the Agreement shall not be deemed a waiver of any
subsequent breach of the same or another term or condition.

9. No Presumption Against Drafter.

Resources and the Company have jointly participated in the negotiation and
drafting of this Agreement. The Agreement shall be construed as if drafted
jointly by the Company and Resources, and no presumptions arise favoring any
party by virtue of the authorship of any provision of this Agreement.

10. Publicity.

Neither Resources nor the Company shall release or publish news releases,
public announcements, advertising, or other publicity relating to this Agree-
ment, or to the transactions contemplated by it, without prior review and
written approval of the other party, which approval shall not be unreasonably
withheld; provided, however, that either party may make such disclosures as are
required by legal, accounting, or regulatory requirements, after making
reasonable efforts, in the circumstances, to consult in advance with the other
party.

11. Severability.

The parties intend every provision of this Agreement to be severable. If a
court of competent jurisdiction determines that any term or provision is
illegal or invalid for any reason, the illegality or invalidity shall not
affect the validity of the remainder of this Agreement. In such case, the
parties shall, in good faith, modify or substitute such provision, consistent
with the original intent of the parties. Without limiting the generality of
this paragraph, if a court determines that any remedy stated in this Agreement

has failed of its essential purpose, then all other provisions of this
Agreement, including the limitations on liability and exclusion of damages,
shall remain fully effective.

12. Miscellaneous.

Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Company or Resources shall be sufficiently given
if addressed to that party and received by it at its office set forth below or
at such other place as it may from time to time designate in writing.

To the Company:

Investors Research Fund, Inc.
3757 State Street, Suite 204
Santa Barbara, CA 93105
Attention: Hugh J. Haferkamp, President

To Resources:

ND Resources, Inc.
1 North Main
Minot, ND 58703
Attention: Mark R. Anderson

(b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns, and is
not intended to confer upon any other person any rights or remedies hereunder.
This Agreement may not be assigned or otherwise transferred by either party
hereto, without the prior written consent of the other party, which consent
shall not be unreasonably withheld; provided, however, that Resources may, in
its sole discretion, assign all its right, title and interest in this Agreement
to an affiliate, parent or subsidiary, or to the purchaser of substantially all
of its business. Resources may, in its sole discretion, engage subcontractors
to perform any of the obligations contained in this Agreement to be performed
by Resources.

13. Confidentiality.

(a) The parties agree that the Proprietary Information (defined below)
and the contents of this Agreement (collectively "Confidential Information")
are confidential information of the parties and their respective licensers.
The Company and Resources shall exercise reasonable care to safeguard the
confidentiality of the Confidential Information of the other. The Company and
Resources may each use the Confidential Information only to exercise its rights
or perform its duties under this Agreement. The Company and Resources shall not
duplicate, sell or disclose to others the Confidential Information of the
other, in whole or in part, without the prior written permission of the other
party. The Company and Resources may, however, disclose Confidential
Information to its employees who have a need to know the Confidential
Information to perform work for the other, provided that each shall use
reasonable efforts to ensure that the Confidential Information is not
duplicated or disclosed by its employees in breach of this Agreement. The
Company and Resources may also disclose the Confidential Information to
independent contractors, auditors and professional advisors, provided they

first agree in writing to be bound by the confidentiality obligations
substantially similar to this Section 14. Notwithstanding the previous
sentence, in no event shall either the Company or Resources disclose the
Confidential Information to any competitor of the other without specific, prior
written consent.

(b) Proprietary Information means:

i any data or information that is completely sensitive material,
and is private information, not disclosed to the public, including, but not
limited to, information about product plans, marketing strategies, finance,
operations, customer relationships, customer profiles, sales estimates,
business plans, and internal performance results relating to the past, present
or future business activities of the Company or Resources, their respective
subsidiaries and affiliated companies and the customers, clients and suppliers
of any of them;

ii any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and secret in
the sense that its confidentiality affords the Company or Resources a
competitive advantage over its competitors; and

iii all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object code,
flow charts, databases, inventions, know-how, show-how and trade secrets,
whether or not patentable or copyrightable.

(c) Confidential Information is private information which has not been
disclosed to the public, and includes, without limitation, all documents,
equipment, Proprietary Information, and any other tangible manifestation of the
foregoing of either party which now exist or come into the control or
possession of the other.

(d) The parties acknowledge that breach of the restrictions on use,
dissemination or disclosure of any Confidential Information would result in
immediate and irreparable harm, and money damages would be inadequate to
compensate the other party for that harm. The non-breaching party shall be
entitled to equitable relief, in addition to all other available remedies, to
redress any such breach.

14. Force Majeure.

No party shall be liable for any default or delay in the performance of
its obligations under this Agreement if, and to the extent, such default or
delay is caused, directly or indirectly, by (i) fire, flood, elements of
nature, or other acts of God; (ii) any outbreak or escalation of hostilities,
war, riots, or civil disorders in any country, (iii) any act or omission of the
other party or any governmental authority; (iv) any labor disputes (whether or
not the employees' demands are reasonable or within the party's power to
satisfy); or (v) nonperformance by a third party, or any similar cause beyond
the reasonable control of such party, including, without limitation, failures
or fluctuations in telecommunications or other equipment. In any such event,
the non-performing party shall be excused from any further performance and
observance of the obligations so affected only for so long as such circum-
stances prevail and such party continues to use commercially reasonable efforts
to recommence performance or observance as soon as practicable.

15. Entire Agreement.

This Agreement, and the Schedules attached hereto, constitute the entire
agreement of the parties hereto, relating to the matters covered hereby, and
supersede any previous agreements. If any provision is held to be illegal,
unenforceable or invalid for any reason, the remaining provisions shall not be
affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed and delivered by their duly authorized officers as of the date first
written above.

ND RESOURCES, INC.

By: /Robert E. Walstad/
-------------------
Name: Robert E. Walstad
Title: President

INVESTORS RESEARCH FUND, INC.

By: /Hugh J. Haferkamp/
-------------------
Name: Hugh J. Haferkamp
Title: President

SCHEDULE A
Dated as of 5 October, 1998

Fund(s):

INVESTORS RESEARCH FUND, INC. (Class A)

ND RESOURCES, INC.

By: /Robert E. Walstad/

Name: Robert E. Walstad
Title: President

INVESTORS RESEARCH FUND, INC.

By: /Hugh J. Haferkamp/

Name: Hugh J. Haferkamp
Title: President

SCHEDULE B
ACCOUNTING SERVICES FEE SCHEDULE

Accounting Services Fee Schedule
(Per Portfolio)

Per Month Minimum1 $ 2,500.00 per month

Annual Asset-Based Fees2
First $ 0 to $100,000,000 3 basis points3
Next $ 100,000,001 to $200,000,000 2 basis points
Next $ 200,000,001 and over 1 basis point

Additional Fund Classes (per each) $ 7,000.00 per year
Special Services $ 75.00 per hour
Out-of-pocket Expenses Passed through to the Fund at cost

- -------------------
1. The Fund will pay a monthly minimum charge of $2,500 until such time as the
asset-based charges exceed the monthly minimum. At that point, the account-
based charges will supersede the $2,500 monthly minimum.
2. Asset-based fees are calculated on average daily net assets during the
month.
3.One basis point is equal to 1/100 of 1 percent, or 0.0001.

SCHEDULE C
OUT-OF-POCKET EXPENSES

Out-of-pocket expenses include, but are not limited to, the following:

* Overnight delivery and courier service;
* Postage;
* Outside Pricing services;
* Outside Production costs associated with Quarterly, Semi-Annual, and Annual
Reports, if desired;
* Telephone and telecommunications charges;
* Terminals, transmitting lines and any expenses incurred in connection with
such lines; and
* Any other unscheduled expenses incurred by Resources, whenever such expenses
are not otherwise properly borne by Resources as part of its duties and
obligations under the Agreement.

ADMINISTRATIVE AGREEMENT

This Agreement is made this 11th day of December, 1998, by and among UMB BANK,
n.a., a national banking association having its principal office and place of
business at 1010 Grand Boulevard, Kansas City, Missouri 64106 (the "Bank"), ND
Resources, Inc., a North Dakota corporation, having its principal office and
place of business at 1 North Main, Minot, ND 58703 ("Agent") and Investors
Research Fund, Inc., a California corporation, having its principal office and
place of business at 3757 State Street, Suite 204, Santa Barbara, CA ("Fund").

The effective date of this agreement is to be December 12, 1998.

WHEREAS, Fund is the sponsor of custodial accounts ("Accounts") pursuant to
Custodial Agreements (the "Account Agreements") established for individual
retirement accounts established under the provisions of Section 408 of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder (referred to herein collectively as the "Code") Simplified Employee
Pension Plans, Savings Incentive Match Plan for Employees, ROTH IRAs,
EDUCATION IRAs (collectively referred to herein as Individual Retirement
Accounts), 403(b) custodial accounts, and Investors Research Fund, Inc. Defined
Contribution Plans pursuant to the provisions of the Investors Research Fund,
Inc., Prototype Defined Contribution Plan adopted by each participating
employer, all of which (Individual Retirement Accounts, 403(b) custodial
accounts, Defined Contribution Plan accounts) are referred to herein as
"Accounts", and

WHEREAS, by Agreement dated the 11th day of December, 1998, the Fund appointed
the Bank as Custodian for accounts established by the Fund as the sponsor of
such Accounts referred to herein; and

WHEREAS, the Bank accepted appointment as Custodian of those individual
retirement accounts in accordance with the agreement dated the 11th day of
December,1998; and

WHEREAS, Agent agreed to perform certain administrative and recordkeeping
duties relative to those individual retirement accounts;

WHEREAS, Paragraph 6 of the Agreement dated the 11th day of December, 1998
provided that Agent should collect all custodial fees due in accordance with
the relevant fee schedules and remit to the Bank the applicable amount for the
Bank's services as Custodian.

NOW, THEREFORE, the parties to this Agreement agree that the Bank's fee for
serving as Custodian of each individual retirement account under the Agreement
dated December 11, 1998, is $4.00 per year or any portion thereof. Said fee
will, in accordance with the Agreement dated December 11, 1998, be collected
by ND Resources, Inc. and transmitted to the Bank.

This Agreement may be terminated or amended at any time by mutual consent of
the Bank, Agent or Fund, or upon 30 days' written notice by any party. No
modification or amendment of this Agreement shall be valid or binding on the
parties unless made in writing and signed on behalf of each of the parties by
their respective duly authorized officers or representatives.

This Agreement may be executed in any number of counterparts, and by the
parties hereto on separate counterparts, each of which when so executed shall
be deemed an original and all of which when taken together shall constitute one
and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers under authority of their respective
Boards of Directors, and their corporate seals to be affixed hereto this 11th
day of December, 1998.

UMB BANK, n.a.
as Custodian

By: /William A. Hann/

Title: Senior Vice President
Employee Benefits Division

Attest: /Rhonda Thiedke/
Assistant Secretary

ND RESOURCES, INC.

By: /Mark R. Anderson/

Title: Shareholder Services Manager

INVESTORS RESEARCH, INC.

By: /Hugh J. Haferkamp/

Title: President

CUSTODY AND RECORDKEEPING AGREEMENT

This Agreement is made this 11th day of December, 1998, by and among UMB BANK,
n.a., a national banking association having its principal office and place of
business at 1010 Grand Boulevard, Kansas City, Missouri 64106 (the "Bank"), ND
Resources, Inc., a North Dakota corporation, having its principal office and
place of business at 1 North Main, Minot, ND 58703 ("Agent"), and Investors
Research Fund, Inc., a California corporation, having its principal office and
place of business at 3757 State Street, Suite 204, Santa Barbara, CA ("Fund").

The effective date of this agreement is to be December 12, 1998.

WHEREAS, Fund is the sponsor of custodial accounts ("Accounts") pursuant to
Custodial Agreements (the "Account Agreements") established for individual
retirement accounts established under the provisions of Section 408 of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder (referred to herein collectively as the "Code") Simplified Employee
Pension Plans, Savings Incentive Match Plan for Employees, ROTH IRAs, EDUCATION
IRAs (collectively referred to herein as Individual Retirement Accounts),
403(b) custodial accounts, and Investors Research Fund, Inc. Defined
Contribution Plans pursuant to the provisions of the Investors Research Fund,
Inc., Prototype Defined Contribution Plan adopted by each participating
employer, all of which (Individual Retirement Accounts, 403(b) custodial
accounts, Defined Contribution Plan accounts) are referred to herein as
"Accounts", and

WHEREAS, by this Agreement the Fund desires to appoint the Bank as Custodian
for all accounts established by the Fund as the sponsor of such Accounts
referenced to herein; and

WHEREAS, Fund wishes to appoint the Bank as the custodian for the Accounts; and

WHEREAS, the Bank is willing to accept appointment as Custodian for the
Accounts on the terms and conditions set forth herein; and

WHEREAS, Agent is the transfer agent for Investors Research Fund, Inc, a mutual
fund managed by Fund; and

WHEREAS, the Fund wishes Agent to perform certain administrative and record-
keeping duties relative to the Accounts.

WHEREAS, the Agent desires to perform certain administrative and recordkeeping
duties relative to the Accounts.

NOW, THEREFORE, the parties to this Agreement agree to the following:

1. The Bank represents to Fund and Agent that it is, and as long as the
Accounts and this Agreement are in effect will be, a "Bank" as defined in
Section 401(d)(1) of the Code.

2. Effective as of the date of this Agreement, Fund hereby appoints the
Bank and the Bank hereby accepts appointment as Custodian for the Accounts
previously established and those to be established on or after this date.
The Bank agrees to act as Custodian for the Accounts subject to the terms
hereof, and of each of the Account Agreements, a copy of each of the forms
of which are attached hereto as Exhibit A and incorporated herein by reference.

a. The Bank understands and agrees that from time to time, Fund may
propose amendments to the Account Agreements, whether to comply with then-
current provisions of the Code or otherwise, and such amendments shall take
effect subject to the provisions of the Account Agreements and subject to the
Bank's rights thereunder.

b. The appointment of the Bank as Custodian hereunder is subject to
(i) the terms of the respective Account Agreements; (ii) this Agreement (which
shall govern in case of any inconsistency between the terms of this Agreement
and any of the Account Agreements) and the right of Fund hereunder to terminate
the appointment of the Bank as Custodian under the Account Agreements and to
name a successor Custodian at any time and from time to time on written notice
to the Bank as Custodian under the Account Agreements and to name a successor
Custodian at any time and from time to time on written notice to the Bank, and
(iii) the rights of the Bank and of Fund to terminate such custodianship in
accordance with the terms of the Account Agreements and this Agreement.

3. Agent hereby agrees to diligently perform the following administrative and
recordkeeping duties with respect to the Accounts:

a. Receive, allocate to the appropriate Account, and invest pursuant to
the governing Account Agreements, all contributions made thereunder, in
accordance with the written instructions of the duly authorized directing
authority;

b. Reinvest for each Account all dividends and capital gains or other
distributions payable on the shares credited thereto;

c. Maintain and reconcile Account records and investment transaction
records;

d. Furnish to each Account grantor (with respect to each grantor's
individual Account), promptly after the end of each calendar year, a statement
of such participant's account showing:

1. The net asset value of all full and fractional shares as of the
first and last business days of the calendar year,

2. Contributions to and distributions from the account during the
calendar year, and

3. Earnings reinvested in the account during the calendar year.

e. Furnish to each Account grantor (with respect to each grantor's
individual Account) a confirmation of each transaction;

f. Make distributions from Accounts, including withholding and remittance
of federal income tax, in accordance with the provisions of the Account
Agreements and relevant provisions of the Code and regulations;

g. Furnish information returns and reports to each Account grantor (with
respect to each grantor's individual Account); and

h. Other such functions as the parties may agree to from time to time.

i. Perform all necessary support functions needed by Agent to fulfill its
duties and responsibilities, including but not limited to the following:

1. Approve and calculate any and all and disbursements and distribu-
tions of any type or nature;

2. Furnish information returns and reports to the Internal Revenue
Service as may be required by the Code; and

3. Other such functions as may be required from time to time as the
parties may agree to.

4. Agent may retain the services of a third party to assist in performing the
duties specified in 3(i) above, but shall remain fully responsible for such
third party's actions or inactions.

5. Agent is hereby authorized to sign any Account Agreement or application
for an account by and on behalf of the Bank as Custodian, or endorse any check
or draft or other item payable to the Bank by and on behalf of the Bank as
Custodian, and to designate an employee or employees of Agent as authorized
persons to execute such signatures and endorsements. The Bank shall promptly
transmit, properly endorsed, to Agent any monies, checks or other property
received by the Bank as Custodian for investment for the Accounts.

6. Agent shall collect all custodial fees due in accordance with relevant fee
schedules, and on an annual basis, following such collection, remit such
portion thereof to the Bank as shall be agreed upon by the parties from time to
time, and retain the balance as compensation for its services performed
hereunder.

7. Agent shall furnish to the Bank a quarterly summary of the current status
of each Account showing summary totals of all Accounts.

8. Bank and Agent acknowledge the proprietary and confidential nature of
Fund's list of shareholders, and hereby agree not to disclose to any person the
names of such shareholders without prior written permission from Fund, except
as such disclosure may be required by the Code or other federal law.

9. Agent and Fund agree, jointly and severally, to fully protect the Bank in
relying upon this Agreement and in connection with the duties and responsibil-
ities of the Bank, Agent and Fund under the Account Agreements and this
Agreement, and agree and represent that they will, jointly and severally, fully
indemnify the Bank and save and hold the Bank harmless from and against any
and all claims, damages (including penalties and interest thereon), or
liabilities of any nature whatsoever resulting from or arising out of the
Account Agreements or this Agreement including any actions or inactions
resulting from any third party provider retained by agent, except as may result
from the negligence or willful misconduct of the Bank.

10. No provision of this Agreement shall modify or supersede any provision of
the Transfer Agency Agreements executed by Agent and Fund.

11. his Agreement may be terminated at any time by mutual consent of the Bank,
Agent, or Fund, or upon thirty (30) days' written notice by any party. Upon
termination, the Bank and Agent shall transfer the records of the Accounts as
directed by Fund. Anything herein to the contrary notwithstanding, the
protective covenants and indemnities provided by this Agreement shall survive
the termination of the Agreement and shall continue in effect with respect to
any and all matters arising (or alleged by any third party to have occurred,
whether by way of act or default) during the existence of the Agreement.

12. No modification or amendment of this Agreement shall be valid or binding
on the parties unless made in writing and signed on behalf of each of the
parties by their respective duly authorized officers or representatives.

13. Notices shall be communicated by first class mail, or by such other means
as the parties may agree, to the persons and addresses specified below or to
such other persons and addresses as the parties may specify in writing.

If to Bank: UMB Bank, n.a.
ATTN: WILLIAM A. HANN
PO Box 419692
Kansas City, MO 64141

If to Agent: ND Resources, Inc.
ATTN: MARK ANDERSON
P.O. Box 759
Minot, ND 58702

If to Fund: Investors Research Fund, Inc.
ATTN: HUGH HAFERKAMP
3757 State Street, Suite 204
Santa Barbara, CA 93105

14. This Agreement shall be governed by the laws of the State of Missouri.

15. This Agreement may be executed in any number of counterparts, and by the
parties hereto on separate counterparts, each of which when so executed shall
be deemed an original and all of which when taken together shall constitute one
and the same agreement.

UMB BANK, n.a.,
as Custodian

By: /William A. Hann/
Title: Senior Vice President
Employee Benefits Division

Attest: /Rhonda Thiedke/
Assistant Secretary

ND RESOURCES, INC.

By: /Mark R. Anderson/
Title: Shareholder Services Manager

INVESTORS RESEARCH FUND, INC.

By: /Hugh J. Haferkamp/
Title: President

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<PERIOD-END> SEP-30-1998
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