VOLUMETRIC FUND, INC.
87 VIOLET DRIVE, PEARL RIVER, NEW YORK 10965
(914) 623-7637 - (800) 541-3863
Dear Shareholder: April 12, 1996
You are cordially invited to attend the annual meeting of shareholders
at 8:00 p.m. on Thursday evening, May 16, 1996 at the Comfort Inn in Nanuet, New
York.
A proxy is enclosed with the notice of meeting and the proxy statement.
The vote of every shareholder is important. Therefore, regardless of whether or
not you plan to attend the meeting, we would appreciate it if you would sign and
date the proxy and return it to us promptly in the enclosed envelope. Since
desserts and refreshments will be served at the meeting, please indicate on the
proxy if you plan to attend.
I look forward to seeing you at the meeting.
Sincerely,
/s/ Gabriel J. Gibs
Gabriel J. Gibs
Chairman and President
VOLUMETRIC FUND, INC.
Notice of Annual Meeting of Shareholders
May 16, 1996
The Annual Meeting of shareholders of Volumetric Fund, Inc., a New York
Corporation, will be held at the Comfort Inn, 425 East Route 59, Nanuet, New
York, Thursday, May 16, 1996, at 8:00 p.m., Eastern Standard Time, for the
purpose of:
1. To elect eleven (11) directors to hold office until the next annual
meeting of shareholders and until their successors are elected to qualify;
2. To consider and act upon the selection of the firm of Feuer &
Orlando, CPA'S, L.L.P., as independent auditors of the Fund;
3. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on Friday, March 29,
1996 will be entitled to receive this notice and to vote at the meeting.
By Order of the Board of Directors
/s/ Irene J. Zawitkowski
Pearl River, New York Irene J. Zawitkowski
April 12, 1996 Executive Vice President and Secretary
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS. PLEASE USE THE ENCLOSED ENVELOPE IN RETURNING YOUR PROXY.
DIRECTIONS
Take Palisades Interstate Parkway to exit 8W to Rt. 59 West.
Make U-turn and proceed eastbound on Route 59 to Comfort Inn.
The Inn is located at the southwest corner of Palisades Parkway and Route 59.
Please call the Fund or the Inn at (914) 623-6000, if additional
directions are needed.
<PAGE>
VOLUMETRIC FUND, INC.
87 Violet Drive, Pearl River, New York 10965
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 1996
The accompanying proxy is solicited by the Board of Directors of
Volumetric Fund, Inc. (the "Fund") for use at the Annual Meeting of Shareholders
to be held on May 16, 1996, and any adjournments thereof. When such proxy is
properly executed and returned, the shares it represents will be voted at the
meeting and at any adjournments thereof. Any shareholder giving a proxy has the
power to revoke it at any time before it is voted. Presence at the meeting of a
shareholder who has signed the proxy does not alone revoke the proxy; the proxy
may be revoked by a later dated proxy or notice to the Secretary at the meeting.
At the Annual Meeting shareholders will be asked to:
1. To elect eleven (11) directors to hold office until the next annual
meeting of shareholders and until their successors are elected to
qualify;
2. To consider and act upon the selection of Feuer & Orlando,
CPA'S, L.L.P., as independent auditors of the Fund;
3. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business day on Friday, March
29, 1996, will be entitled to receive this notice and to vote at the meeting.
Each share of stock is entitled to one vote.
At the close of business day on March 29, 1996, the Fund had
outstanding 783,933 shares of common stock. The Fund had no beneficial owners of
Common Stock owning more than 5% of the outstanding shares.
1. ELECTION OF DIRECTORS
Eleven directors are to be elected to serve until the next Annual
Meeting of Shareholders and until their respective successors are elected and
qualified. The election of directors requires the affirmative vote of the
holders of a plurality of the Common Stock voting at the meeting. It is intended
that proxies in the accompanying form which do not withhold authority to vote
for any or all of the nominees will be voted for the election of directors of
named person named on the subsequent page, all of whom except Richard
Friedenberg and Stephen Samitt, are currently directors. Should any nominee
become unable or unwilling to serve as a director, the proxies will be voted in
favor of the remainder of those named and may be voted for substitute nominees
who are not candidates. The Board of Directors has no reason to expect that any
nominee will not be a candidate at the meeting.
During 1995, directors who are not salaried employees of Volumetric
Advisers, Inc., received a fee of $100, which included travel expenses, for each
meeting of Board of Directors attended. This fee was paid by Volumetric
Advisers.
Nominated directors as a group beneficially owned 48,956 shares or
6.24% of the outstanding Common Stock on March 29, 1996. This does not include
shares beneficially owned by spouses, children or other relatives of directors.
However, it does include directors' joint accounts with spouses and custodian
accounts for their minors.
The information on the next page for each nominee concerning occupation
for the past 5 years and age has been furnished to the Fund by the individuals
named. Each nominee who is deemed an "interested person" of the Fund, as defined
by the Investment Company Act of 1940, is indicated by an asterisk.
<PAGE>
<TABLE>
Director Occupation Age Director Shares
Since(1) Owned
<S> <C> <C> <C> <C>
William P. Behrens*(2) Chairman and CEO, Ernst & Company, a member of New York, 57 1987 296
American and other stock exchanges. Mr. Behrens is also an
American Stock Exchange Official.
Michael Borhegyi Commercial Sales Representative, Anchors Away Realty. 63 1993 10,244
Jeffrey J. Castaldo Executive Director, Capelli Associates, a commercial real estate 34 1994 1,163
development and management company.
Richard C. Friedenberg President, 21st Century Group, a marketer of non-food products to 62 6,560
the retail trade.
Gabriel J. Gibs*(3) Founder, Chairman and President of the Fund since 1978. Mr. 59 1978 11,859
Gibs is also President of Volumetric Advisers, Inc., the Fund's
investment adviser.
Robert J. McKenna Retired in 1994 as President and Chief Operating Officer of 59 1994 1,166
National Car Rental Systems.
Stephen J. Samitt Partner, Tait, Weller & Baker, a full service public accounting 54 7,455
firm..
David L. Seidenberg*(4) Vice President of Davos Chemical Company. Mr. Seidenberg is 49 1983 7,477
also Treasurer of the Fund.
Raymond W. Sheridan Partner, Sheridan Associates. Insurance and Real Estate Brokers. 45 1995 653
Frank J. Wuertz* Director of Communications, Lonza Inc., an international 49 1980 624
chemical manufacturer. Mr. Wuertz is also Vice President of the
Fund.
Irene J. Zawitkowski* Executive Vice President, Secretary and Assistant Portfolio 43 1978 1,409
Manager of the Fund. Ms. Zawitkowski is also Vice President of
Volumetric Advisers.
</TABLE>
(1) Prior to 1986 the Fund was a limited partnership. It was supervised,
controlled and managed by its general partners.
(2) Ernst & Company and the Fund's adviser have an agreement regarding the
distribution of the Fund's shares. Ernst & Co. owns 2293 of the Fund's
shares.
(3) Does not include 7,545 shares jointly owned with his mother, and as to
which he disclaims any beneficial interest. Also not included are 2,454
shares owned by Volumetric Advisers, Inc.
(4) Mr. Seidenberg is also the Trustee o Davos Chemical Retirement Trust,
which owns 22,910 shares of the Fund' s Common Stock. He is also the
Trustee of Trendowicz Children's Trust which own 1,835 shares of the Fund.
2. INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Feuer & Orlando, CPA'S, L.L.P., 220 Fifth
Avenue, New York, NY 10001 has been appointed by the Board of Directors to be
the independent accountants for the preparation of the Fund's audited financial
statements for the Fund for calendar year 1996, subject to ratification by the
Shareholders. Feuer & Orlando and its predecessor firm of Edward S. Feuer, PC,
has served as the Fund's independent accountant since October 15, 1987, and
coordinated the audit of the Fund's books and records for the year ended
December 31, 1995.
It is anticipated that Mr. Feuer or Mr. Orlando will be present at
the Annual Meeting of Shareholders and will be available to respond to
appropriate questions.
3. OTHER MATTERS
The Financial Statements of the Fund are not set forth in the proxy
statement, since they were included in the Annual Report of the Fund for fiscal
year ended December 31, 1995, which has been mailed to all shareholders.
The cost of preparing, assembling and mailing this proxy statement, the
notice and form of proxy will be born by the Investment Adviser.
The Board of Directors knows of no other matter to be brought before
this Annual Meeting. However, if other matters should come before the meeting,
it is the intention of each person named in the proxy to vote such proxy in
accordance with his or her judgment in such matters.
<PAGE>
THE FOLLOWING CHARTED INFORMATION WAS PRESENTED AS A LINE GRAPH IN THE
PROXY STATEMENT SHOWING THE COMPARISON OF CHANGE IN VALUE OF A $10,000
INVESTMENT IN VOLUMETRIC FUND AND THE NEW YORK STOCK EXCHANGE COMPOSITE
INDEX:
(All Dividends reinvested)
YEAR VOLUMETRIC NYSE Index
1978 $10,000 $10,000
1979 $11,630 $11,550
1980 $15,991 $14,456
1981 $18,712 $13,198
1982 $21,876 $15,046
1983 $26,321 $17,664
1984 $27,696 $17,894
1985 $36,524 $22,564
1986 $39,225 $25,723
1987 $38,637 $25,646
1988 $46,349 $28,954
1989 $53,743 $33,587
1990 $50,963 $31,068
1991 $68,902 $38,524
1992 $76,311 $40,334
1993 $77,839 $43,521
1994 $76,127 $42,128
1995 $89,336 $55,314
