VOLUMETRIC FUND, INC.
87 VIOLET DRIVE, PEARL RIVER, NEW YORK 10965
(914) 623-7637 - (800) 541-3863
Dear Shareholder: April 12, 1999
It is my pleasure to invite you to the 1999
Annual Meeting of shareholders at 8:00 p.m. on Wednesday
evening, May 26, 1999, at the Comfort Inn in Nanuet, New
York.
A blue 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 Gibs
Gabriel J. Gibs
Chairman and President
VOLUMETRIC FUND, INC.
Notice of Annual Meeting of Shareholders
May 26, 1999
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, Wednesday,
May 26, 1999, 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, & Pye, 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
Monday, April 5, 1999, will be entitled to receive this
notice and to vote at the meeting.
By Order of the Board of Directors
/s/ Irene J. Zwitkowski
Pearl River, New York Irene J. Zawitkowski
April 12, 1999 Executive Vice Presidentand 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 Comfort Inn at (914)
623-6000, if additional directions are needed.
VOLUMETRIC FUND, INC.
87 Violet Drive, Pearl River, New York 10965
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 26, 1999
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 26,
1999, 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 &
Pye, 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
Monday, April 5, 1999, 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 April 5, 1999, the
Fund had outstanding 1,096,318 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 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 1998, 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
128,526 shares or 11.72% of the outstanding Common Stock on
April 5, 1999. 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 or trust 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.
<TABLE>
Director Shares
Director Occupation Age Since(1) Owned
<S> <C> <C> <C> <C>
William P. Bahrens*(2) Cheif Executive Officer of Ernst & Company, a member of 60 1987 402
New York, American and other stock exchanges. Mr.
Behrens is also an American Stock Exchange and NASDAQ
Official.
Jeffrey J. Castaldo Executive Director, Capelli Enterprises, a commerical 37 1994 1,909
real estate deveopment and management company.
Richard C. Freiedenberg President, 21st Centruy Group, a marketer of non-food 65 1996 9,409
products to the retail trade.
Gabriel J. Gibs*(3) Founder, Chairman and President of the Fund since 1978. 62 1978 27,962
Mr. Gibs is also President of Volumetric Advisers,Inc.,
the Fund's investment adviser.
Anna Karpati Executive Secretary, River Vale, NJ, Board of Education 50 1997 3,502
Wayne W. Moshier Retired in 1994. Formerly President of SST Corporation, 67 1998 40,719
a pharmaceutical and fine chemical products company.
Marcel A. Olbrecht Director of Manufacturing, Specialty Chemicals
Division. Allied Signal Corp. Prior to 1998, Vice
President, Lonza, Inc., an international chemical 53 1998 10,083
manufacturer.
Stephen J. Samitt Partner, Briggs Bunting & Dougherty, LLP a full service 57 1996 10,211
public accounting firm.
David L. Seidenberg*(4) Vice President of Davos Chemical Company. Mr Seidenber 52 1983 19,581
is also Treasurer of the Fund.
Raymond W. Sheridan* Owner, Sheridan Associates, Insurance and Real Estate 48 1995 1,353
Brokers. Mr. Sheridan is also Vice President of the
Fund.
Irene J. Zawitkowski Executive Vice President, Secretary and Assistant 46 1978 3,395
Portfolio Manager of the Fund. Ms. Zawitkowki is also
Executive Vice President of Volumetric Advisers, Inc.
</TABLE>
*(1) Prior to 1986 the Fund was a limited partnership. It was
supervised, controlled and managed by its general partners.
*(2) Ernst & Company is a principal broker of the Fund for its
securities transactions. Ernst and the Fund's adviser have an
agreement regarding the distribution of the Fund's shares.
Ernst & Co. owns 3,862 of the Fund's shares.
*(3) Not included are 5,053 shares owned by
Volumetric Advisers, Inc., the Fund's management company,
whose principal shareholder is Mr. Gibs.
*(4) Mr. Seidenberg is also the Trustee of Davos Chemical
Retirement Trust, which owns 29,452 shares of the Fund's
Common Stock.
2. INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Feuer, Orlando & Pye, CPAs, 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 1999, 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, 1998.
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,
1998, 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.
THE FOLLOWING CHARTED INFORMATION WAS PRESENTED AS A
BAR GRAPH IN THE ANNUAL REPORT SHOWING THE
COMPARISION OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT
IN VOLUMETRIC FUND VERSUS THE NEW YORK STOCK EXCHANGE
COMPOSITE INDEX*.
(Years Ending 12/31)
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 $ 76,331 $ 40,334
1993 $ 77,839 $ 43,521
1994 $ 76,104 $ 42,128
1995 $ 89,336 $ 55,314
1996 $103,189 $ 71,160
1997 $121,987 $ 92,728
1998 $134,914 $108,074
Average annual total returns of the Fund (as of 12/31/98)*
1 Year 3 Years 5 Years 10 Years Since 1/1/79
10.6% 14.8% 11.9% 11.8% 14.5%
*All distributions and dividends were reinvested. Past performance is
not predictive of future performance.
