<PAGE>
INVESTORS REAL ESTATE TRUST
12 South Main
Minot, ND 58701
(701) 852-1756
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
Notice is hereby given to the Shareholders of Investors
Real Estate Trust that the 26th Annual Meeting of
Shareholders will be held in the Executive Room,
International Inn, in Minot, North Dakota, at 7:00 P.M. on
Wednesday, August 21, 1996, for the following purposes:
1. To elect ten trustees of the Trust.
2. To ratify or reject the selection of Brady, Martz &
Associates, P.C. as Independent Certified Public
Accountants for the Trust; and
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The date fixed by the Board of Trustees as the record
date for the determination of Shareholders entitled to
notice of, and to vote at, the Annual Meeting is the close
of business on May 31, 1996.
You are cordially invited to attend the Annual Meeting
in person.
Shareholders who do not expect to be present personally
at the meeting are urged to fill in, date, sign, and return
the accompanying proxy in the enclosed envelope. It is
important that your shares be represented and voted at the
meeting. The Board of Trustees sincerely hopes that all
Shareholders are able to attend the Annual Meeting.
By order of the Board of Directors this 1st day of
August, 1996.
Timothy P. Mihalick
Secretary
YOUR VOTE IS IMPORTANT!
Please indicate your voting instructions on the
enclosed proxy. Date, sign, and return it in the stamped
envelope provided. To avoid additional expense of further
solicitation, we ask your cooperation in mailing your proxy
promptly.
<PAGE>
PROXY STATEMENT
INVESTORS REAL ESTATE TRUST
12 South Main
Minot, ND 58701
SOLICITATION
The enclosed proxy is solicited by the Board of
Trustees of Investors Real Estate Trust in connection with
the Annual Meeting of Shareholders to be held on August 21,
1996, and it may be revoked by you at any time prior to its
use. The shares represented by the proxies received will be
voted at the meeting by the representative of the Board of
Trustees. This proxy statement is expected to be mailed on
August 1, 1996, to Shareholders of record as of May 31, 1996.
As of May 31, 1996, there were issued and outstanding
13,365,393 shares of Beneficial Interest of Investors Real
Estate Trust and each such outstanding share of Beneficial
Interest is entitled to one vote. To the Trust's knowledge,
no person is the beneficial owner of 5% or more of the
outstanding shares of Beneficial Interest of the Trust.
Only stockholders of record on the books of the Trust
at the close of business on May 31, 1996, will be entitled
to vote at the meeting.
All expenses in connection with the solicitation of
this proxy will be paid by the Trust.
Any proxy given pursuant to this solicitation and
received by the Annual Meeting will be voted as specified in
such proxy. If no instructions are given, proxies will be
voted FOR the election of the nominees listed below, FOR the
ratification of the appointment of Brady, Martz & Associates
P.C. as independent certified public accounts for the
Trust's fiscal year ending April 30, 1997, and, in the
direction of the proxies, on any other matter properly
brought before the meeting or any adjournment thereof. You
may revoke the proxy by giving written notice thereof to the
secretary of the meeting, by executing a later proxy or by
attending the meeting and voting your shares in person.
<PAGE>
NOMINEES FOR ELECTION AS TRUSTEES
It is intended that the proxies received will be voted
for the election of the nominees named below, nine of whom
are presently members of the Board of Trustees of Investors
Real Estate Trust. Thomas A. Wentz, Sr. will not stand for
re-election and his son, Thomas A. Wentz, Jr., has been
nominated to succeed him. Although the Board does not contemplate
that any of the nominees will be unable to serve, in the
event any nominee is unable or declines to serve as a
trustee at the time of the Annual Meeting, the proxy will be
voted for any nominee who shall be designated by the present
Board of Trustees to fill such vacancy. The term of office
for which trustees are elected is until the next Annual
Meeting of Shareholders and until their successors are
elected or appointed. The tabulation below shows information
concerning each nominee for Trustee and the Trust's advisor.
<TABLE>
<CAPTION>
NOMINEE AND POSITION PRINCIPAL OCCUPATION TRUSTEE SHARES BENEFICIALLY
WITH TRUST DURING PAST 5 YEARS SINCE OWNED AS OF 5/31/96
<S> <C> <C> <C>
C. Morris Anderson; Director of Dakota Boys Ranch
age 67 (25 yrs.); President of North
Trustee Hill Bowl, Inc.; Director of
International Inn, Inc. and
Norwest Bank - Minot, N.A.
and a Partner in Magic City
Realty, Ltd. 1970 11,164 (1)
Ralph A. Christensen; Retired rancher; Director of
age 67 First Bank - Minot, N.A.;
Trustee and Chairman Chairman of IRET 1970 40,361 (2)
John D. Decker;
age 79
Trustee Investor 1970 40,352 (3)
Mike F. Dolan;
age 84
Trustee and Vice-
Chairman Investor; Vice-Chairman of IRET 1978 224,867 (4)
J. Norman Ellison, Jr; Businessman; Managing Partner of
age 73 Ellison Realty Co.; Former
Trustee Director of First Bank - Minot,
N.A. 1970 18,067 (5)
Daniel L. Feist; Realtor, Broker, Real Estate
age 64 Developer, Builder, General
Trustee Contractor, President-Owner Feist
Construction & Realty, Investor,
Businessman, Director of First
Bank System - Minot, N.A., Director
N.D. Holdings, Inc. - Minot 1985 275,314 (6)
Patrick G. Jones; Investor; former President of
age 48 Central Venture Capital, Inc.;
Trustee former Manager and Director of
Minot Daily News 1986 74,392 (7)
Jeff L. Miller; Investor; Businessman; President
age 52 M&S Concessions, Inc. and
Trustee and Vice- former president of Coca-Cola
Chairman Bottling Co. of Minot; Director
of First Bank - Minot 1985 129,401 (8)
Roger R. Odell; Realtor; President of IRET;
age 70 Partner in Odell-Wentz &
Trustee and President Associates (Advisor of IRET);
Director of Investors
Management & Marketing, Inc.
and Inland National Securities,
Inc.; Partner in Magic City
Realty, Ltd. 1970 143,866 (9)
Thomas A. Wentz, Jr.; Attorney, Pringle & Herigstad,
age 30 P.C.; Sole General Partner of
Wenco, Ltd. 162,672 (10)
</TABLE>
(1) Owned by Mr. Anderson and his wife as Joint Tenants.
(2) Includes shares held in Mr. Christensen's IRA, and
also his wife's IRA, which is comprised of 567 shares.
The balance is owned by Mr. Christensen and his wife
as Joint Tenants. Mr. Christensen's children own
16,679 shares as to which Mr. Christensen does not
have beneficial ownership or any dispositive powers.
(3) Owned by Mr. Decker with his wife as Tenants in
Common. Mr. Decker's children own 3,384 shares as to
which Mr. Decker does not have beneficial ownership or
dispositive powers.
(4) Mr. Dolan's children own 12,428 shares, as to which
Mr. Dolan disclaims beneficial ownership or
dispositive powers.
(5) Includes 4,416 shares held by Mr. Ellison's wife.
Mr. Ellison disclaims beneficial ownership of such
shares.
(6) Includes 34,372 shares held in Mrs. Feist's name and
in her IRA, of which Mr. Feist disclaims beneficial
ownership. Also includes shares held in Mr. Feist's
IRA's. Mr. Feist's children own 74,913 shares as to
which Mr. Feist does not have beneficial ownership or
dispositive powers.
(7) Includes 37,112 shares held by Mrs. Jones and in her
IRA. Mr. Jones disclaims beneficial ownership of such
shares. Also includes shares held in Mr. Jones'
IRA. Mr. Jones' children own 10,925 shares as to
which Mr. Jones disclaims beneficial ownership.
(8) 42,764 of such shares are owned by Mr. Miller's wife.
Mr. Miller disclaims beneficial ownership of such
shares. Also includes shares held in Mr. Miller's IRA.
(9) Includes 9,275 shares owned by Magic City Realty and
19,548 shares owned by Investors Management &
Marketing, Inc. Also includes shares held in
Mr. Odell's IRA, and 67,897 shares owned by
Mr. Odell's wife, as to which shares Mr. Odell
disclaims beneficial ownership. Mr. Odell's children
own 64,317 shares as to which Mr. Odell does not have
beneficial ownership or dispositive powers.
(10) Includes 161,680 shares owned by Wenco, Ltd., of
which Mr. Wentz, Jr. is Sole General Partner.
As of May 31, 1996, all of the above trustees as a
group owned or held voting control of 1,120,456 shares of
Beneficial Interest of IRET, representing 8.38% of the 13,365,393
shares then outstanding.
During the fiscal year ending April 30, 1996, there
were twelve regular meetings of the Board of Trustees. All
of the trustees attended 75% or more of the meetings held
during said fiscal year.
There are no separate audit, nominating or compensation
committees of the Board of Trustees, which duties are
performed by the Board as a whole.
The last shareholder meeting at which trustees were
elected was held on August 9, 1995, at which meeting
shareholders owning 60.59% of the shares of IRET entitled to
vote were present in person, or by proxy. The ten nominees
received 100% of the total shares voted at such meeting.
<PAGE>
COMPENSATION AND TRANSACTIONS WITH TRUSTEES AND ADVISOR
The following tabulation shows the cash compensation
paid by IRET to its trustees and officers during its fiscal
year ending April 30, 1996. The Trust has no retirement,
bonus, or deferred compensation plan and no other
compensation will accrue, directly or indirectly, to any of
the trustees except as noted below.
<TABLE>
<CAPTION>
CASH COMPENSATION
CAPACITY IN FOR YEAR ENDING
NAME WHICH SERVED APRIL 30, 1996
<S> <C> <C>
C. Morris Anderson Trustee $ 6,816.50
Ralph A. Christensen Trustee & Chairman 8,794.25
John D. Decker Trustee 6,916.50
Mike F. Dolan Trustee & Vice-Chairman 7,806.00
J. Norman Ellison, Jr. Trustee 7,216.50
Daniel L. Feist Trustee 7,116.50
Jeff L. Miller Trustee & Vice-Chairman 7,806.00
Patrick G. Jones Trustee 7,016.50
Thomas A. Wentz, Sr. Trustee & Vice-President (1&2)
Roger R. Odell Trustee & President (1)
</TABLE>
(1) Mr. Odell is a partner in Odell-Wentz & Associates,
the Advisor to the Trust. Under the Advisory
Contract between IRET and Odell-Wentz & Associates,
IRET pays an Advisor's fee based on the net assets
of the Trust and, in addition, a percentage fee for
investigating and negotiating the acquisition of new
investments. For the year ending April 30, 1996,
Odell-Wentz & Associates received compensation and
reimbursement of disbursements under said Agreement
of $516,036.46. The terms of said Advisory Agreement
are explained below. Investors Management &
Marketing, Inc., a firm in which Mr. Odell is a
minority shareholder, also furnishes real estate
management services to the Trust and receives as
compensation four percent (4%) of rents received from
such real estate. For the fiscal year ending April 30,
1996, Investors Management & Marketing, Inc. received
$281,716.64 as real estate management commissions. In
addition, Inland National Securities, Inc., a
corporation in which Mr. Odell and members of his
family are shareholders, acts as a broker-dealer for
the sale of Trust securities. During the fiscal year
ending April 30, 1996, the Trust paid Inland National
Securities, Inc. $269,656.36 as security sales fees.
(2) Mr. Wentz, Sr., is a partner in Odell-Wentz &
Associates. He is also a member of the law firm of
Pringle & Herigstad, P.C., counsel for the Trust.
During the fiscal year ending April 30, 1996, the
Trust paid Pringle & Herigstad, P.C. the sum of
$23,487.54 for legal services rendered and
disbursements made on behalf of the Trust.
<PAGE>
ADVISORY AGREEMENT
Roger R. Odell has served as advisor to IRET since its
formation in 1970. As of January 1, 1986, a revised Advisory
Agreement was entered into between IRET and Odell-Wentz &
Associates, a partnership of Roger R. Odell and Thomas A.
Wentz, Sr.. Mr. Odell serves as president and Mr. Wentz, Sr.
serves as vice-president of IRET. Mr. Wentz, Sr. has also
served as attorney for IRET since its formation as a member
of the law firm of Pringle & Herigstad, P.C.
Under the Advisory Agreement, the advisor has the
following duties and responsibilities:
Advisor, at its expense, shall provide suitable
office facilities for IRET in Minot, North Dakota,
and shall provide sufficient staff and other
equipment to conduct the day-to-day operations of
IRET. Advisor shall furnish a computer and all
other office equipment necessary to conduct the
operations of IRET and shall pay for all routine
supplies, postage, and other costs of operating
said office. IRET shall be billed by the Advisor
for stationery and other forms and documents
printed especially for IRET, the printing of the
annual report and quarterly reports and other
communications to Shareholders and also for the
postage for mailing reports, checks and other
documents to Shareholders.
The Advisor, under the direction of trustees,
shall be responsible to conduct all operations
of IRET including:
Collection of rent, contract and mortgage
payments and depositing the same in IRET
bank accounts;
Payment of bills;
Disbursements of dividends;
Preparing monthly reports to the trustees;
Preparing quarterly and annual reports to
Shareholders;
Preparing notices of Shareholders' meetings
and proxies and proxy statements; and
Advising the trustees as to investment
decisions including acquisition and
disposition of real estate and other
permissible investments.
For providing the above services, the Advisor is
compensated as follows:
BASIC COMPENSATION. Advisor shall receive monthly as
its basic compensation for the above described services a
percentage of the "net invested assets" of IRET held on
the last day of the month for which the payment is made as
follows:
1/12th of .9% of net invested assets up to
$10,000,000; and
1/12th of .8% of net invested assets over
$10,000,000 but not less than $20,000,000; and
1/12th of .7% of net invested assets in excess of
$20,000,000.
For the purpose of this agreement, "net invested assets"
shall be determined as follows:
Add: +total assets at cost
+depreciation reserve
+unearned contract receivable discount
+deferred gain account
Subtract: -cash
-marketable securities, less margin
accounts
-total liabilities
<PAGE>
ADDITIONAL COMPENSATION. For its services in
investigating and negotiating the acquisition of real estate
equities, mortgages or contracts for deed by IRET, the
Advisor shall receive a fee of 1/2 of 1 percent of the first
$2,500,000 of value of any such asset which is recommended
to and acquired by IRET, except on new construction projects
for which the fee is 1/2 of 1 percent of the total cost.
LIMITATION. Notwithstanding the foregoing, the total
compensation received by the Advisor set forth above during
any one fiscal year of IRET when added to trustees' fees and
other administrative costs of IRET shall not exceed the
lesser of the following: 2 percent of net invested assets
(as set forth above) or 25 percent of the net taxable income
of IRET for such fiscal year.
Said Advisory Agreement is for a term of one year to
continue for successive terms on the same conditions until
terminated by written notice of either party and is also
subject to a 60 day termination by either party and by the
Shareholders holding a majority interest in IRET.
SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Brady, Martz & Associates, P.C., Minot, North Dakota,
has served as the independent certified public accountant
for IRET since its formation in 1970. This firm has examined
and reported on IRET's financial statements for all of its
fiscal years including the fiscal year ending April 30,
1996.
The Board of Trustees of IRET has selected Brady, Martz
& Associates, P.C., as the independent certified public
accountant for IRET for its fiscal year ending April 30,
1997, subject to ratification or rejection by the
Shareholders. IRET is advised that neither Brady Martz &
Associates nor any of its professional members has any
direct or indirect material financial interest in IRET.
It is expected that a representative of Brady, Martz &
Associates will be present at the Annual meeting.
The Board of Trustees recommends that the Shareholders
vote FOR the ratification of the selection of Brady, Martz &
Associates as the independent certified public accountant
for IRET.
SHAREHOLDERS PROPOSALS FOR 1997 ANNUAL MEETING
A proposal submitted by a Shareholder for action at
IRET's 1997 Annual Meeting must be received by IRET at its
offices at 12 South Main, Minot, North Dakota 58701, not
later than May 31, 1997, in order to be included in IRET's
proxy statement for the 1997 Annual Meeting. It is
suggested that proposals be submitted by certified mail,
return receipt requested.
OTHER MATTERS
The trustees do not know of any other business which
will be presented for consideration at the meeting. If any
other business properly comes before the meeting or any
adjournment thereof, the proxy holders will vote in regard
thereto according to their discretion insofar as proxies
are not limited to the contrary.
Timothy P. Mihalick
Secretary
<PAGE>
FIVE-YEAR PERFORMANCE COMPARISON
The table below provides an indicator of the cumulative
total shareholder returns for the Trust as compared to the
S&P 500 Stock Index and a Peer Group (1). The comparison
assumes the investment of $100 in the stock of IRET and in
each of the indices, and the reinvestment of all dividends.
<TABLE>
<CAPTION>
March 1, March 1, March 1, March 1, March 1, March 1,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
IRET 100 113 127 142 162 182
S&P 100 116 128 139 149 200
Peer 100 108 144 155 152 184
</TABLE>
(1) The Peer Group consists of the real estate investment
trusts included by the National Association of Real Estate
Investment Trusts in its "Equity REIT Index." IRET is
classified by NAREIT as an equity real estate investment
trust (more than 75% of assets invested in real estate
equities), but is not included in said statistical index.
