INVESTORS RESEARCH FUND INC
N-30D, 2000-02-25
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                               41st Annual Report
                               September 30, 1999

                          INVESTORS RESEARCH FUND, INC.
                          3757 State Street, Suite 204
                                 (800) IRFUND 1
                                 (805) 569-3253

                             DISTRIBUTOR/UNDERWRITER

                                ND CAPITAL, INC.

                                  1 North Main
                            Minot, North Dakota 58793

                           Shareholder/Dealer Service
                       1 (877) 473-8631 -- (701) 852-5292

           TRANSFER, SHAREHOLDER RECORDS AND DIVIDEND DISBURSING AGENT
                               ND Resources, Inc.
                                  P.O. Box 759
                         Minot, North Dakota 58702-0759
                                 (800) 292-6775
                                 (701) 857-0230
                               FAX (701) 852-2548

                                    CUSTODIAN
                                    UMB Bank
                                928 Grand Avenue
                           Kansas City, Missouri 64141

                                  LEGAL COUNSEL
                           Hugh J. Haferkamp, Esquire
                          3757 State Street, Suite 204
                         Santa Barbara, California 93105

                                    AUDITORS
                                 Timpson Garcia
                              1610 Harrison Street
                            Oakland, California 94612

THIS REPORT IS SUBMITTED FOR THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE
    FUND. IT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS IN
      THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS,
           WHICH INCLUDES INFORMATION REGARDING THE FUND'S OBJECTIVES
           AND POLICIES, EXPERIENCE OF ITS MANAGEMENT, MARKETABILITY
              OF SHARES, SALES COMMISSIONS, AND OTHER INFORMATION.
<PAGE>
Dear Fellow Shareholder:

     We are  pleased to provide  you with the annual  report for the fiscal year
ending  September  30,  1999.  This  period  incorporated  major  changes in the
investment style and management of our Fund.

     On April 1, 1999, the Board of Directors appointed Westcap Investors as the
investment manager of the Fund. As a result, the portfolio is being managed in a
large  company  growth  style as opposed  to the value  style used by the former
manager.  This style  prompted  major  changes in the holdings of the  portfolio
which now  emphasizes  investment  in the  largest  and most  successful  growth
companies in the United States.  It is anticipated  that the portfolio  turnover
rate will  decline  which will  result in lower  transaction  expenses  for Fund
shareholders.

     While the Fund's  performance was less than the S&P 500 Index for the year,
we are  pleased to report  that  returns in the second  half of the fiscal  year
outperformed  the S&P 500 Index.  For the year, the total return of the Fund was
15.46% as compared with a 27.79% increase of the S&P 500 Index.  For the first 6
month period (from Oct. 1, 1998 - March 31, 1999) the total return was 12.07% as
compared  with a 27.32%  increase for the S&P 500 Index.  For the second half of
the fiscal year (from April 1, 1999 to  September  30,  1999),  the Fund's total
return was 3.02% as compared with a 0.37% increase for the S&P 500 Index.

     Realization  of portfolio  losses due to the portfolio  turnover  resulting
from the change of  investment  managers  offset the capital gains for the year.
Therefore,  the Board of Directors did not declare a distribution  at the end of
the year.  Although no  distributions  were made,  the value of your Fund shares
rose. We look forward to reporting distributions in the future, as capital gains
are realized in the ordinary course of managing the portfolio.

     Turning from  investment  performance  to  administration  of the Fund, the
board of directors has also made major changes. A new group of Fund officers was
elected by the Board,  with Glenn C.  Weirick,  President of Westcap  Investors,
succeeding  Hugh J. Haferkamp as President of the Fund. The other principal Fund
officers are also  officers of Westcap  Investors,  and the Fund's  headquarters
will be relocated to Los Angeles, California. The Fund's administration is being
provided by the Investment Company  Administration,  L.L.C. located in Glendora,
California.  The Board also  approved  the  retention  of Ernst & Young,  LLP as
auditors for the Fund for the fiscal year beginning  October 1, 1999. Once these
administrative  changes have been  completed,  we anticipate  that Fund expenses
will decline.

     With  respect to the  future  investment  environment,  we  continue  to be
optimistic towards the longer-term outlook. Federal Government spending policies
continue  to be  restrained  and we  anticipate  new  tax  policies  which  will
encourage  added  savings  and  investments.  Demographics  continue  to support
further  investment in the stock and bond markets.  And, U.S. companies continue
to enjoy worldwide market dominance in most of the future growth industries.

     The major short-term  influence on the stock market will be higher interest
rates.  The U.S.  economy  continues  to grow rapidly and is showing no signs of
slowing despite higher  interest  rates. As a result,  the Federal Reserve Board
members are  concerned  and they have signaled that they will take steps to slow
the economy to a level that will prolong the current low  inflationary  business
cycle.  Therefore,  we expect that interest rates will rise in the coming months
to a point where the economy will cool down from its current pace. The degree to
which rates must increase to accomplish  this is the big  question.  Clearly,  a
slowdown in consumer  spending  is  necessary.  Given the high level of consumer
confidence  and record  results in the stock  market,  the  needed  increase  in
interest rates may be uncomfortably high.

     So far,  the stock  market has ignored  rising  interest  rates in general,
although the market has now  bifurcated.  The "new  economy"  stocks in the high
technology,  communications and the dot.com industries are commanding valuations
that are extremely high.  Price increases of these stocks have been supported by
widespread evidence of intense  speculation.  On the other hand, the majority of
stocks are reasonably  priced,  relative to their anticipated  growth rates. Our
valuation work fully supports this dichotomy. Several factors in the coming year
should help to level the playing  field.  Westcap  forecasts that interest rates
will  continue  to rise  1/4% - 1/2% for the next  3-6  months  in order to cool
economic activity.  During this period, we would anticipate lower stock prices -

                                        2
<PAGE>
with most of the decline  centered in the richly  valued part of the market.  If
our forecast of modestly higher interest rates cools the economy enough to allow
lower rates in the second half of the year - then stocks should recover,  and we
believe equity returns will be positive for the year.

     We look forward to a new and exciting future for our Fund. The goals are to
provide long term growth of  shareholder  value and to manage the Fund in a most
efficient  manner.  As an expression of my deep  confidence in the future of the
Fund, in November and December I personally purchased 218,000 shares.

     We look  forward  to hearing  from you,  and  please  direct any  portfolio
inquiries to me at (310) 996-3256.

                                        Respectfully,

                                        /s/ Glenn C. Weirick

                                        Glenn C. Weirick
                                        President of Westcap Investors

                                        3
<PAGE>
                             PERFORMANCE HIGHLIGHTS

                            As of September 30, 1999

                          INVESTORS RESEARCH FUND, INC.
                           Value of $10,000 vs S&P 500

                                  Total Return

                         Period Ended September 30, 1999
                        Since Inception (4/1/99)* (.84%)


                     FUND                             S&P
                     ----                             ---
                3/31/99 - 10,000               3/31/99 - 10,000
                4/30/99 -  9,916               4/30/99 - 10,387
                5/31/99 -  9,784               5/31/99 - 10,142
                6/30/99 - 10,550               6/30/99 - 10,706
                7/31/99 - 10,286               7/31/99 - 10,370
                8/31/99 - 10,233               8/31/99 - 10,319
                9/30/99 -  9,916               9/30/99 - 10,037

- ----------
*  Previous periods during which the Fund was advised by another advisor are not
   shown.

Past performance is not predictive of future performance.

The S&P 500 Index contains 500 industrial, transportation, utility and financial
companies regarded as generally representative of the U.S. stock market.

                                        4
<PAGE>
                               INVESTMENT CHANGES
                            Supplementary Information
                   For the Six Months ended September 30, 1999

                                   PURCHASES

 6,450 AES Corp                              6,020 IBM
 5,000 Air  Products  & Chems               11,320 Interpublic Group
 6,000 Akzo Nobel NV ADR                    15,000 Kerr-McGee
 5,830 ALAZ Corp.                            9,400 Lucent Technologies Inc.
 2,540 Allergan, Inc.                        8,380 MCI Worldcomm
 6,563 American Intl. Group Inc.             8,320 Mediaone Group Inc.
 4,600 Apache Corp.                          4,890 Medtronic Inc.
 9,280 Bank of America Corp.                 8,500 Merck & Co. Inc.
 8,540 Bell Atlantic Corp.                   7,010 Microsoft Corp.
10,220 Bristol Myers Squibb Co.             10,760 Nation Wide Financial
 6,920 Cardinal Health, Inc.                11,880 Newell Rubbermaid Inc.
 8,450 CBS Corp.                             6,380 PE Biosystems Group
 1,595 Celera Genomics Group                18,810 Pfizer Inc.
 6,800 Chevron Corp.                        10,000 Phillips Petroleum
 9,680 Cisco Sys. Inc.                       3,450 Pitney Bowes Inc.
 5,985 Citigroup Inc.                        5,200 Procter & Gamble Co.
 3,300 Computer Associates                  11,950 Schering Plough Corp.
 7,930 Computer Sciences Corp.              11,410 SCI Systems Inc.
 6,300 Costco Wholesale Corp.               16,760 Sysco Corp.
11,500 Dana Corp.                           17,000 Tenet Healthcare Corp.
 3,500 DuPont El deNemours                  10,000 Texas Instruments Inc.
 8,000 Emerson Electric                     11,000 Thomas & Betts
11,680 Enron Corp.                           7,410 Time Warner
 8,100 Exxon Corp.                           3,000 TRW
 6,310 Federal Natl Mtg. Corp.               5,240 Tyco International
 8,710 Frontier Corp.                       11,490 UnumProvident Corp.
 5,810 General Electric Co.                  9,300 WalMart
 7,670 Gillette Co.                         11,250 Williams Cos., Inc.
10,000 Halliburton Co.                      3,850  Xerox Corp.
 7,020 Home Depot, Inc.

                                        5
<PAGE>
                                     SALES

10,000 3Com Corp.                           10,000 Halliburton Co.
15,000 Air Products & Chemicals             10,000 Hartford Financial Svcs Group
 6,000 Akzo Nobel N.V.                      10,000 Ingersoll-Rand
 9,450 Albertson's, Inc.                     8,960 Intel Corp.
10,000 Alcoa, Inc.                          20,000 Kennametal, Inc.
 5,830 ALZA Corp.                           26,300 Kerr-McGee
10,000 American Stores                      10,000 Key Corp.
23,700 Amgen                                13,700 Kimberly-Clark
18,000 AMP, Inc.                            20,000 KLA-Tencor
15,000 Applied Materials                     1,900 Lucent Technologies Inc.
20,000 Baker Highes                          4,890 Medtronic Inc.
 2,000 Bell Atlantic Corp.                   6,500 Mobil Corp.
 1,700 Bristol Meyers Squibb Co.            11,880 Newell Rubbermaid Inc.
   250 Citigroup, Inc.                      20,000 Parker-Hannifin
 5,200 Citigroup, Inc.                      10,000 Penney, J.C. Co., Inc.
10,000 CNF Transportation                    1,500 Pfizer, Inc.
 5,000 Columbia Energy Group                10,000 Phillips Petroleum
15,300 Computer Associates Intl.            10,000 Raychem
20,600 ConAgra, Inc.                         5,500 Raytheon "A"
20,000 Crown Cork & Seal                    15,000 Rohm & Hoss
12,500 CSX Corp.                            15,000 SBC Communications
29,500 Dana Corp.                            4,200 Sysco Corp.
15,500 DuPont El deNemours                  17,000 Tenet Healthcare
 8,000 Emerson Electric Co.                  2,800 Texas Instruments, Inc.
10,000 Everest Reinsurance Hldgs.           16,600 Thomas & Betts
 6,310 Federal Natl. Mtg. Assoc.            10,000 Tidewater
10,000 First Union Corp.                    19,000 TRW, Inc.
17,810 Frontier Corp.                       15,000 U S West
 7,800 General Mills                        12,000 Union Planters
15,700 Genuine Parts                        12,500 Universal Foods
 7,670 Gillette Co.                          1,950 Williams Cos., Inc.
10,000 Goodyear Tire & Rubber

                                        6
<PAGE>
                        SHAREHOLDER DIVIDEND INFORMATION

                      Shareholders Dividend Reference Table



   Amount per share - Ordinary Income                         $ .029

   Amount per share - Capital Gain Income                     $ .056

   Shareholder Record Date                                    Dec. 29, 1998

   Payment Date                                               Dec. 31, 1998

   Reporting Year                                             1998

   Price per new share if reinvested                          $ 3.80

                                        7
<PAGE>
                             SECURITIES IN THE FUND
                               September 30, 1999

NUMBER OF
SHARES OR                                                               QUOTED
PRINCIPAL                                                               MARKET
 AMOUNT     COMMON STOCKS                                               VALUE
- --------------------------------------------------------------------------------
            ADVERTISING (2.32%)
11,320      Interpublic Group                                        $   465,535

            BANKING (2.57%)
 9,280      Bank of America                                              516,780

            COMPUTER/PERIPHERAL (17.75%)
 9,680      Cisco Systems Inc  *                                         663,685
 7,930      Computer Sciences Corp  *                                    557,578
 4,720      IBM                                                          572,890
 7,380      Intel Corp                                                   548,426
 7,010      Microsoft Corp                                               634,843
 7,200      Texas Instruments                                            592,200

            CONGLOMERATES (6.12%)
 5,810      General Electric Co                                          688,848
 5,240      Tyco International                                           541,030

            DRUGS (14.87%)
 2,540      Allergan Inc                                                 279,400
 8,520      Bristol Myers Squibb Co                                      575,100
 6,920      Cardinal Health Inc                                          377,140
 8,500      Merck & Co  Inc                                              550,906
 1,595      P E  Celera Genomics Group *                                  64,199
17,310      Pfizer Inc                                                   622,087
11,950      Schering Plough Corp                                         521,319

            ELECTRONICS (2.52%)
11,410      Sci  Sys Inc  *                                              507,032

            ENERGY/OIL (7.05%)
 4,600      Apache Corp                                                  198,662
 6,800      Chevron Corp                                                 603,500
 8,100      Exxon Mobil Corp                                             615,098

            ENTERTAINMENT (7.01%)
 8,450      CBS Corp  *                                                  390,813
 8,320      MediaOne Group Inc  *                                        568,360
 7,410      Time Warner Inc                                              450,158

            FOOD (2.19%)
12,560      Sysco Corp                                                   440,385

            HOUSEHOLD PRODUCTS (2.42%)
 5,200      Proctor & Gamble Co                                          487,500

            INSURANCE (8.55%)
 6,562      American International Group                                 570,487
 9,785      Citigroup Inc                                                430,540
10,760      Nationwide Financial                                         380,635
11,490      Unum Provident Corp                                          338 237

            OFFICE EQUIPMENT (1.85%)
 3,450      Pitney Bowes Inc                                             210,234
 3,850      Xerox Corp                                                   161,459

                                        8
<PAGE>
NUMBER OF
SHARES OR                                                                QUOTED
PRINCIPAL                                                                MARKET
 AMOUNT     COMMON STOCKS                                                VALUE
- --------------------------------------------------------------------------------
            RETAIL (6.85%)
 6,300      Costco Wholesale Group *                                     453,600
 7,020      Home Depot Inc                                               481,747
 9,300      WalMart                                                      442,331

            TECHNOLOGY (2.29%)
 6,380      P E  Biosystems Group                                        460,955

            TELECOMMUNICATIONS (7.60%)
 6,540      Bell Atlantic Corp                                           440,224
 8,380      MCI WorldCom *                                               602,313
 7,500      Lucent Technologies                                          486,563

            UTILITIES (6.02%)
 6,450      AES Corp  *                                                  380,550
11,680      Enron Corp                                                   481,800
 9,300      Williams Cos Inc                                             348,173
                                                                     -----------
            Total Common Stock (97.98%)
            (cost $19,414,895)                                       $19,703,322
                                                                     -----------
            Add: Excess of cash and other assets
               over payables (2.02%)                                     406,453
                                                                     -----------

            NET ASSETS (100.00%)                                     $20,109,775
                                                                     ===========

* Non-income producing.

                                        9
<PAGE>
                       STATEMENT OF ASSETS AND LIABILITIES
                               September 30, 1999

                                     ASSETS

Investments in securities, at market .............................   $19,703,322
   (cost $19,414,895) (Note 1)
Cash .............................................................       457,256
Receivables
     Dividends from common stocks ................................        10,774
     Interest ....................................................         1,094

     Funds shares sold ...........................................            32

Other assets .....................................................        21,794
                                                                     -----------
                                                                     $20,194,272

                                  LIABILITIES

Accrued expenses (Note 3) ........................................   $    84,497
                                                                     -----------

      Net assets at September 30, 1999 ...........................   $20,109,775
                                                                     -----------

      Net asset value per share on 5,358,625
         shares outstanding (Note 4) .............................   $      3.75
                                                                     -----------

      Maximum offering price per share
         (100/96.25 of $3.75) ....................................   $      3.90
                                                                     -----------

                       See Notes to Financial Statements.

                                       10
<PAGE>
                             STATEMENT OF OPERATIONS
                          Year Ended September 30, 1999

INVESTMENT INCOME:
  Dividends ......................................    $  354,051
  Interest .......................................        18,073
                                                      ----------
     Total investment income .....................                  $   372,124

EXPENSES:
  Investment advisory fee (Note 2) ...............    $  113,704
  Legal, accounting and auditing .................       129,441
  Transfer agent fee and out-of-pocket costs .....        58,076
  12b-1:
   Service fees ..................................    $   43,869
   Distribution fees .............................         7,500         51,369
                                                      ----------
  Custodian fee ..................................                       12,076
  Salaries - officer .............................                       24,000
  Salaries - other ...............................                       18,465
  Directors' fees ................................                       39,212
  Office .........................................                       21,767
  Rent ...........................................                        8,783
  Insurance ......................................                       16,411
  Taxes ..........................................                       13,688
  Registration and filing fees ...................                       15,565
  Notices to investors ...........................                       11,781
  Miscellaneous ..................................                        2,734
                                                                    -----------
     Total expenses ..............................                      537,072
                                                                    -----------

     Net investment (loss) .......................                  $  (164,948)

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
     Net realized gain ...........................    $  132,667
     Change in unrealized appreciation of
      investments during the year ................     3,648,270
                                                      ----------
      Net gain on investments ....................                    3,780,937
                                                                    -----------
      Net increase in net assets resulting
        from operations ..........................                  $ 3,615,989
                                                                    -----------

                       See Notes to Financial Statements.

                                       11
<PAGE>
                       STATEMENTS OF CHANGES IN NET ASSETS
                      Years Ended September, 1999 and 1998

                                                       1999            1998
                                                   ------------    ------------
INCREASE (DECREASE) IN NET ASSSETS:

  Operations:
   Net investment income (loss) .................  $  (164,948)     $   272,327
   Net realized gain on investments .............      132,667        1,928,784
   Net change in unrealized appreciation
      (depreciation) of investments .............    3,648,270       (4,740,347)
                                                   -----------      -----------
      Net increase (decrease) in net assets
         resulting from operations ..............  $ 3,615,989      $(2,539,236)
                                                   -----------      -----------
  Distributions paid to shareholders:
   From net investment income ...................  $  (185,349)     $  (525,264)
   From net realized gain on investments ........     (357,012)      (6,713,944)
                                                   -----------      -----------

      Total distributions to shareholders .......  $  (542,361)     $(7,239,208)
                                                   -----------      -----------
  Fund share transactions:
   Proceeds from sale of Fund shares ............  $   407,390      $   334,851
   Proceeds from reinvestment of distributions
      from net investment income and net
      realized gain on investments ..............      481,670        6,434,548
   Cost of shares redeemed from
      shareholders ..............................   (7,655,904)      (6,559,652)
                                                   -----------      -----------
      Net increase (decrease) in net assets
         due to fund share transactions .........  $(6,766,844)     $   209,747
                                                   -----------      -----------

      Total (decrease) in net assets ............  $(3,693,216)     $(9,568,697)

NET ASSETS:
 Beginning of year ...............................  23,802,991       33,371,688
                                                   -----------      -----------

 End of year ..................................... $20,109,775      $23,802,991
                                                   -----------      -----------
NET ASSETS CONSIST OF:
 Fund shares ..................................... $19,875,854      $26,642,698

 Undistributed net investment income .............     169,334          519,631

 Undistributed net realized gain (loss)
    on sale of investment securities .............    (223,840)             505
 Unrealized appreciation (depreciation)
    of investment securities .....................     288,427       (3,359,843)
                                                   -----------      -----------

                                                   $20,109,775      $23,802,991
                                                   ===========      ===========

                       See Notes to Financial Statements.

                                       12
<PAGE>
                              FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                      Years Ended September 30,
                                           -----------------------------------------------
PER SHARE DATA                             1999       1998       1997       1996      1995
- --------------                             ----       ----       ----       ----      ----
<S>                                      <C>        <C>        <C>        <C>       <C>
(for one share outstanding throughout
each year)                                  (2)        (1)

Net asset value, beginning of year       $  3.32    $  4.76    $  4.33    $  4.10   $  4.62
                                         -------    -------    -------    -------   -------
Income from investment operations:
  Net investment income (loss)           $ (0.02)   $  0.04    $  0.09    $  0.26   $  0.07
  Net realized and unrealized gains
   (losses) on securities                   0.53      (0.40)      1.11       0.33      0.25
                                         -------    -------    -------    -------   -------
      Total from investment operations   $  0.51    $ (0.36)   $  1.20    $  0.59   $  0.32
                                         -------    -------    -------    -------   -------

Less distribution to shareholders:
  Dividends from net investment income   $ (0.03)   $ (0.08)   $ (0.28)   $ (0.07)  $ (0.50)
  Distributions from capital gains         (0.05)     (1.00)     (0.49)     (0.29)    (0.34)
                                         -------    -------    -------    -------   -------
      Total distributions                $ (0.08)   $ (1.08)   $ (0.77)   $ (0.36)  $ (0.84)
                                         -------    -------    -------    -------   -------
Net asset value, end of year             $  3.75    $  3.32    $  4.76    $  4.33   $  4.10
                                         =======    =======    =======    =======   =======

TOTAL RETURN (3)                           15.46%     (9.55)%    30.42%     14.66%     7.74%
                                         -------    -------    -------    -------   -------

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of year (in millions)    $    20    $    24    $    33    $    30   $    32
Ratios to average net assets:
  Expenses                                  2.39%      1.85%      1.77%      1.76%     1.60%
  Net investment income (loss)             (0.73)%     0.91%      1.94%      6.67%     1.52%
Portfolio turnover rate                   114.35%    260.95%    294.81%    669.79%   248.44%
Average commission paid per share
 for portfolio transactions              $0.0571    $0.0538    $0.0582    $0.0339        (4)
</TABLE>

- ----------
(1)  Fund changed investment advisers on June 22, 1998.
(2)  Fund changed investment advisers on April 1, 1999.
(3)  Sales loads are not reflected in total return.
(4)  Information not available.

                                       13
<PAGE>
                          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 6.

     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. INVESTMENT ADVISER:

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.

The Fund terminated the advisory  agreement with Fox Asset Management  effective
April 1, 1999.

WESTCAP INVESTORS, LLC:

Effective April 1, 1999, the Fund entered into an investment  advisory agreement
with Westcap  Investors,  LLC (Westcap).  Under the terms of the  agreement,  in
consideration of the advisory services to be rendered by Westcap,  the Fund will
pay  Westcap a  quarterly  fee  equal to  0.125%  of the net  assets of the Fund

                                       14
<PAGE>
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.

NOTE 3. AFFILIATED PARTY TRANSACTIONS

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.  For the year ended September 30, 1999 legal
fees amounted to $53,285 for services  provided by Mr.  Haferkamp.  At September
30, 1999 accrued expenses included $5,383 owed by the Fund to Mr. Haferkamp.

NOTE 4. CAPITAL STOCK (FUND SHARES)

At September 30, 1999,  there were 20,000,000  shares of $1.00 par value capital
stock authorized.  Transactions in Fund shares for the years ended September 30,
1999 and 1998 were as follows:

                                                          1999          1998
                                                       ----------    ----------
Shares sold ........................................      111,321        86,333
Shares issued to shareholders in reinvestment of
  net investment income and net realized gains .....      125,316     1,768,705
Shares redeemed ....................................   (2,044,652)   (1,701,669)
                                                       ----------    ----------
Net increase (decrease) ............................   (1,808,015)      153,369
Balance:
 Beginning of year .................................    7,166,640     7,013,271
                                                       ----------    ----------
 End of year .......................................    5,358,625     7,166,640
                                                       ----------    ----------

NOTE 5. APPRECIATION (DEPRECIATION) OF INVESTMENTS

At  September  30,  1999,  the net  unrealized  appreciation  for  stocks was as
follows:

Aggregate gross unrealized appreciation for all investments
  in which there is an excess of value over tax cost                $ 1,815,505

Aggregate gross unrealized (depreciation) for all investments
  in which there is an excess of tax cost over value                 (1,527,078)
                                                                    -----------
Net unrealized appreciation - stocks                                $   288,427
                                                                    ===========

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

NOTE 6.  DISTRIBUTION OF INCOME

The Fund's Board of Directors  declared dividends on December 8, 1998. The exact
amount of the  distributions  were determined on December 29, 1998 and consisted
of the  following per share:  $0.029  aggregating  $185,349 from net  investment
income, and $0.056 aggregating $357,012 from short-term investment  transactions
were declared.

The  distributions  were paid on December 31, 1998 to  shareholders of record on
December 29, 1998. These  distributions  represent net investment income and net
realized short-term gains for the calendar year ended December 31, 1998.

                                       15
<PAGE>
NOTE 7. 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 Fund's  fiscal year and the
distributions are based on the calendar year, or periods,  as required by income
tax laws and regulations.

NOTE 8. 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 for the remaining term of this lease is
$4,407. Rental expense for the year ended September 30, 1999 was $8,783.

NOTE 9. PURCHASES AND SALES OF SECURITIES

Purchases  and  sales  of  securities  from  unaffiliated   issuers   aggregated
$26,153,995 and $33,797,119, respectively.

                                       16
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Directors
of 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, 1999,  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, 1999, 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,  1999,  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
November 19, 1999

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