UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Volumetric Fund, Inc.
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Volumetric Fund, Inc.
87 Violet Drive
Pearl River, New York 10965
845-623-7637 / 800-541-FUND
Dear Shareholder: March 18, 2022
It is our pleasure to invite you to participate in the 2022 Annual Meeting of Shareholders (the “Meeting”) via teleconference on Thursday, April 28, 2022, at 11:00 a.m. (EDT). Due to the current Covid-19 pandemic, in reliance upon the relief granted under Section 602(a) of the New York Business Corporation Law, and for the safety of everyone, the Meeting will be held via teleconference, in a listen only mode. Shareholders may submit their written questions or comments, for the Meeting, on the proxy ballot they return. No in-person annual meeting of shareholders will be held this year. The Meeting is only for current Volumetric Fund, Inc. shareholders.
Shareholders that are interested in attending the call must indicate this on their enclosed proxy voting form so, you may be placed on the attendees list when calling into the Meeting. When you call into the Meeting, a person will confirm that your name is on the list of attendees and your identity. If you do not indicate your intent to attend the Meeting in advance, the operator will not grant you access to the Meeting. The call-in details are:
Teleconference Call-in Information
Volumetric Fund, Inc. Annual Meeting of Shareholders
Tollfree Phone: [800-XXX-XXXX] Meeting ID [ ]
Preregistration is required and must be indicated on the enclosed Proxy Election Ballot
Only shareholders that registered to attend will be admitted into the Meeting by the operator.
At the Meeting, we will report on Volumetric Fund Inc.’s 2022 performance. In addition, as described in the accompanying Notice and Proxy Statement, you will be asked to: (i) elect nine directors, (ii) ratify the appointment of BBD, LLP, as the independent registered public accounting firm of the Fund for the fiscal year ending December 31, 2022 and (iii) approve a new investment advisory agreement with Volumetric Advisers, Inc to continue serving as the adviser of the Volumetric Fund, Inc.
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 participate in the Meeting, we would appreciate that you sign, date and return the proxy ballot to us promptly in the enclosed envelope. Shareholders also have the option to vote by internet at www.proxypush.com/VOLMX or phone by calling toll-free [XXX-XXX-XXXX]. Since the call will be in listen only mode, any questions, you may have for the Meeting, should be written on the proxy ballot that is returned to Volumetric Fund, Inc. In addition, please indicate on the proxy ballot if you plan to attend.
May you and your family stay safe and healthy.
Sincerely,
Irene J. Zawitkowski, Chair and CEO
VOLUMETRIC FUND, INC.
Notice of Annual Meeting of Shareholders
April 28, 2022
The Annual Meeting of Shareholders (the “Meeting”) of Volumetric Fund, Inc., a New York Corporation, will be held on Thursday, April 28, 2022,, at 11:00 a.m. (EDT), via teleconference, for the following purposes:
1.To elect nine (9) directors to hold office until the next annual meeting of shareholders and until their successors are elected to qualify;
2.To ratify the Board of Director’s selection of the firm of BBD, LLP, as the independent registered accounting firm of the Fund for the fiscal year ending December 31, 2022;
3.To vote upon the new Investment Advisory Agreement between Volumetric Advisers, Inc and Volumetric Fund, Inc.; and
4.To transact such other business as may properly come before the Meeting or any adjournments thereof.
Shareholders of record at the close of business on [Thursday], [March 17], 2022, will be entitled to receive this notice and to vote at the Meeting.
By Order of the Board of Directors
Pearl River, New YorkJeffrey Gibs
March 18, 2022President and Secretary
SHAREHOLDERS ARE REQUESTED TO SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY THAT IS SOLICITED BY THE BOARD OF DIRECTORS. PLEASE USE THE ENCLOSED PREPAID ENVELOPE IN RETURNING YOUR PROXY.
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VOLUMETRIC FUND, INC.
87 Violet Drive
Pearl River, New York 10965
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 2022
The accompanying proxy is solicited by the Board of Directors of Volumetric Fund, Inc. (the “Fund”) for use at the Annual Meeting of Shareholders (the “Meeting”) to be held on April 28, 2022, 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 Meeting, shareholders will be asked to:
1.To elect nine (9) directors to hold office until the next annual meeting of shareholders and until their successors are elected to qualify;
2.To ratify the Board of Director’s selection of BBD, LLP, as the independent registered accounting firm of the Fund for the fiscal year ending December 31, 2022;
3.To vote upon the new Investment Advisory Agreement between Volumetric Advisers, Inc and Volumetric Fund, Inc.; and
4.To transact such other business as may properly come before the Meeting or any adjournments thereof.
Shareholders of record at the close of business day on [Thursday], [March 17], 2022 (“Record Date”), will be entitled to vote at the Meeting. Each share of stock is entitled to one vote. The Notice of Meeting, Proxy Statement, and accompanying form of proxy will be mailed to shareholders on or about March [ ], 2022.
At the close of business day on the Record Date, the Fund had [ ] shares of common stock outstanding.
The Fund will furnish, without charge, a copy of the annual report and/or semi-annual report to a shareholder, upon request to:
Volumetric Fund, Inc., 87 Violet Drive, Pearl River, New York 10965; phone: 800-541-FUND; or website: https://www.volumetric.com.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ON EACH PROPOSAL.
1.ELECTION OF DIRECTORS
The Board of Directors (collectively the “Directors”) recommends that nine nominees for director to be elected at the Meeting, each to hold office until next year’s annual meeting and until the election and qualification of a successor. 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 the nominees will be voted for the election of directors named below. 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 believe that any nominee will be unavailable for election when the election occurs.
Directors who are not "interested persons" (as that term is defined in the 1940 Act) (the “Independent Directors”) of Volumetric Advisers, Inc. (the “Adviser”), 87 Violet Drive, Pearl River, NY 10965, receive a fee for each Board or committee meeting the Independent Directors attend. Independent Directors receive a meeting fee of $175 for each board and committee meeting they attend. However, Independent Directors receive an additional $100 for attending the Annual Meeting. The Chair of each Committee receives $275 per meeting. The Financial Expert receives an annual fee of $1,000. Directors’ fees had no effect on the Fund’s expenses and expense ratio since all Directors’ fees were paid by the Adviser. The full Board of Directors met four times and the Independent Directors met four times during the year ended December 31, 2021. In addition, the Audit Committee met twice and the Governance & Nominating Committee met once during the year ended December 31, 2021. There were no “special” meetings.
Nominated Directors, as a group, beneficially owned [ ] shares or [ ]% of the outstanding shares of the Fund on the Record Date. This includes shares beneficially owned by spouses or joint accounts with spouses, also the Director’s custodian or trust accounts for their minors. In addition to the Directors, the Adviser, whose principal shareholder is The Agnes Gibs Revocable Trust dated 11/15/17, (Agnes Gibs is the Trustee) is the owner of [ ]% of the outstanding shares of the Fund. Dollar range shareholdings of directors in the Fund, as of the Record Date, are shown in the following table. The following categories are used for the dollar ranges: over $100,000 is A; $50,001-$100,000 is B; $25,001-$50,000 is C; $10,001-$25,000 is D; $1-$10,000 is E.
The information for the nominated directors, concerning their age and occupation for the past 5 years, have been furnished to the Fund by the nominees. Nominees, who are “interested persons” of the Fund, as defined by the Investment Company Act of 1940, are indicated by an asterisk (“ * ”).
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Name, Address and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Occupation | Number of Portfolios in Fund Complex Overseen by Director | Other Director- ships Held by Director during Past Five Years |
Jeffrey M. Gibs* Volumetric Fund, Inc. 87 Violet Drive Pearl River, NY 10965 info@volumetric.com Age: 54 Holding Range: A | President, Portfolio Manager, Chief Compliance Officer | Annually since 2018 | President, since 2016, Portfolio Manager, since 2021, and CCO, since 2005. Jeffrey was Co-Portfolio Manager from 2016 to 2021, Executive Vice President from 2015 to 2016 and Vice President from 1997 to 2015. He had worked as a consultant to the Fund from 1989 to 2015. He was previously employed by US Bank and AIS (acquired by US Bank) as Vice President of hedge fund accounting and operations (2005 to 2015). Mr. Gibs is also the President of Volumetric Advisers Inc. Jeffrey is the son of the Founder, Gabriel Gibs. | 1 | None |
Irene J. Zawitkowski* Volumetric Fund, Inc. 87 Violet Drive Pearl River, NY 10965 info@volumetric.com Age: 68 Holding Range: A | Chair, CEO, Senior Portfolio Manager and Director | Annually since 1978 | CEO and Senior Portfolio Manager since 2016 and Chair since 2018. Ms. Zawitkowski was President and Portfolio Co-manager from 2003 to 2016 and Executive Vice President of the Fund from inception to 2003. Ms. Zawitkowski is also Executive Vice President of Volumetric Advisers, Inc. | 1 | None |
Josef Haupl 87 Violet Drive Pearl River, NY 10965 bod@volumetric.com Age: 76 Holding Range: A | Director (1) | Annually since 2004 | Engineering Consultant to the chemical industry, since 2002. Previously, Director of Technology of Lurgi PSI, an engineering and construction services company for the chemical industry. | 1 | None |
Alexandre M. Olbrecht, Dr. 87 Violet Drive Pearl River, NY 10965 bod@volumetric.com Age 42 Holding Range: C | Director (3) | Annually since 2012 | Associate Professor of Economics, Anisfield School of Business at Ramapo College of New Jersey, since 2005. Executive Director of the Eastern Economic Association. He was elected by the Board as the Fund’s Vice Financial Expert. | 1 | None |
Cornelius O’Sullivan 87 Violet Drive Pearl River, NY 10965 bod@volumetric.com Age 52 Holding Range: D | Director (3) | Annually since 2017 | Proprietor of Neil T. O’Sullivan, CPA since 2009. Previously Partner, Cherian, O’Sullivan & Tatapudy, LLP, certified public accountants, since 2003. Mr. O’Sullivan started his accounting career with Ernst & Young, LLP certified public accountants. | 1 | None |
Stephen J. Samitt Volumetric Fund, Inc. 87 Violet Drive Pearl River, NY 10965 shareholdercomments @volumetric.com Age: 79 Holding Range: A | Director (1)(4) | Annually since 1996 | Stephen Samitt, CPA, LLC since 2008. Previously Principal, Briggs Bunting & Dougherty, LLP, certified public accountants, since 1997. Previously, Partner, Tait, Weller & Baker, a full-service accounting firm. He was elected by the Board as the Fund’s Financial Expert. | 1 | None |
Allan A. Samuels Volumetric Fund, Inc. 87 Violet Drive Pearl River, NY 10965 bod@volumetric.com Age: 83 Holding Range: B | Director (2) (5) | Annually since 2007 | President and CEO of Rockland Business Association (RBA) since 2001. RBA is a non-profit organization of about 1,000 businesses in Rockland County, NY, for the advancement of its members via public relations, seminars, networking and legislation. He is also Board member of several non-profit and business organizations. | 1 | None |
Raymond W. Sheridan Volumetric Fund, Inc. 87 Violet Drive Pearl River, NY 10965 bod@volumetric.com Age: 70 Holding Range: A | Director (1) | Annually since 1995 | President, Raymond Sheridan Financial, Inc., insurance and financial services. Previously, Mr. Sheridan was Vice President and Treasurer of the Fund between 1997 and 2005. | 1 | None |
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Stacey S. Yanosy c/o Volumetric Fund, Inc. 87 Violet Drive Pearl River, NY 10965 [bod@volumetric.com Age: 53 Holding Range: E | Director | Annually since 2022 | Member Development Officer at Affinity Federal Credit Union since 2019, Previously, she was a Banker at People’s United Bank (2017 to 2019) and Branch Manager at Palisades Federal Credit Union (2009 to 2017). Ms. Yanosy has over 20 years of finance and banking industry experience. | 1 | N/A |
(1) Member of the Governance & Nominating Committee.; (2) Chairman of the Governance & Nominating Committee.; (3) Member of the Audit Committee.; (4) Chairman of the Audit Committee. (5) Lead Independent Director ** The address of each director is c/o Volumetric Fund, Inc., 87 Violet Drive, Pearl River, New York 10965
2.INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Volumetric Fund, Inc.’s Board of Directors who are not “interested persons” have unanimously appointed BBD, LLP, 1835 Market Street, Philadelphia, PA 19103, as its independent registered public accounting firm for the fiscal year ending December 31, 2022. BBD, LLP has no direct or indirect interest in the Fund other than as its independent accountants. This appointment will be submitted to shareholders at the meeting for ratification. Representatives of BBD, LLP may not be in attendance at the Meeting, but will be available, as necessary, to answer questions from shareholders present at the Meeting.
Fees of Independent Registered Public Accountants
The following table presents the fees for professional services rendered by BBD, LLP for the fiscal years ended December 31, 2020 and December 31, 2021.
Fee Category | | | | 2020 Fees | | 2021 Fees |
Audit fees | | | | $ 18,500 | | $ 16,500 |
Audit-related fees | | | | 0 | | 0 |
Tax fees | | | | 2,000 | | 2,000 |
All other fees | | | | 0 | | 0 |
Total fees | | | | $ 20,500 | | $ 18,500 |
Audit-related fees are out-of-pocket costs incurred by BBD, LLP in connection with the performance of the audit. Tax fees are fees billed for professional services rendered by BBD, LLP for tax compliance, tax advice and tax planning. The Board of Directors does not consider the provision of the services described above by BBD, LLP to be incompatible with the maintenance of the firm’s independence.
The Board of Directors pre-approves all audit and permissible non-audit services rendered to the Fund. Pre-approval by the Board of Directors of the services provided under the categories reported above was not waived under provisions contained in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. No audit work was performed by persons other than full-time permanent employees of BBD, LLP.
No non-audit fees were billed by BBD, LLP for services rendered to the Fund. The Fund does not retain the services of an outside investment adviser and has not retained such services during the last two fiscal years. As a result, the Board of Directors has not been required to consider whether non-audit services were rendered to such an investment adviser or any entity controlling, controlled by or under common control with such investment adviser.
3.APPROVAL OF INVESTMENT ADVISORY CONTRACT
The Fund is currently managed by Volumetric Advisers, Inc. (the “Adviser”) pursuant to an interim investment advisory agreement between the Adviser and Volumetric Fund, Inc. (the “Fund”) (the "Interim Investment Advisory Agreement"). The Board of Directors, at its December 1, 2021 meeting, and following a change of control at the Adviser, approved the Interim Investment Advisory Agreement between the Fund and the Adviser, and a proposed new investment advisory agreement (the “Proposed Investment Advisory Agreement”), subject to shareholder approval. The Interim Investment Advisory Agreement will remain in effect for up to 150 days, or the date that the Proposed Investment Advisory Agreement is approved by the Fund’s shareholders. The Adviser is responsible for management of the Fund's portfolio and assuring that investments are made according to the Fund's investment objective, policies and restrictions.
Prior to the Board of Director’s approval of the Interim Investment Advisory Agreement and the Proposed Investment Advisory Agreement, the Adviser served as the Fund’s investment adviser pursuant to an investment advisory agreement that was approved by the Board of Directors, the latest renewal of which became effective on September 28, 2021 (the “Prior Investment Advisory Agreement”). Due the death of a controlling person of the Adviser, Gabriel Gibs. The Agnes Gibs Revocable Trust dated 11/15/17 has become a controlling person of the Adviser. Agnes Gibs is the trustee of The Agnes Gibs Revocable Trust dated 11/15/17 and surviving wife of Gabriel Gibs. As a result of the change of control of the Adviser, shareholders are being asked to approve the Proposed Investment Advisory Agreement between the Adviser and the Fund. The Proposed Investment Advisory Agreement was approved by the Board of Directors on December 1, 2021 and the material terms of the Proposed Investment Advisory Agreement, including the investment advisory fee rates paid by the Fund or the services provided, remain the same as the Interim Investment Advisory Agreement and the Prior Investment Advisory Agreement. Refer to Exhibit A for a copy of the Proposed Investment Advisory Agreement.
For the fiscal year ended December 31, 2021, the Adviser earned $771,533 in advisory fees under the Prior Investment Advisory Agreement. Under the terms of the Prior Advisory Agreement and Investment Advisory Agreement, the Adviser is entitled to receive a daily management fee calculated each day and deducted from total assets, as an accrued expense, to obtain net assets. The daily management fee is determined by multiplying the Fund’s net assets by the appropriate rate, currently 1.89%, and dividing the resulting number by the number of calendar days of the year. The management fee is paid to the Adviser monthly. The Adviser and any affiliated persons of the Adviser did not receive any other material payment from the Fund, during the last fiscal year. The Adviser is not entitled to any other fees under this agreement.
As specified by section 15(a)(2) of the Act, this contract shall continue in effect for a period no more than two years from the date of its execution and thereafter it may be renewed for successive periods of one year, so long as such renewal is approved at least annually by the Board of Directors, including a majority of those Directors who are not affiliated with, or have an interest in the Adviser (the “Independent Directors”) or by vote of a majority of the outstanding voting securities. However, this
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contract may be terminated at any time, without the payment of any penalty, by the Board of Directors of the Fund or by vote of the majority of the outstanding voting securities of the Fund on no less than sixty days written notice to the Adviser. The contract is automatically terminated in the event of “assignment” by the Adviser, or any event that constitutes a change of control of the Adviser, as set forth under the Investment Advisers Act of 1940, as amended or Section 15 of the Investment Company Act of 1940, as amended.
Information Concerning Volumetric Advisers Inc (the “Adviser”)
The Adviser is New York based corporation located at 87 Violet Drive, Pearl River, New York 10965. The names and principal occupations of the principal executive officers, directors, and general partners of the Adviser as of the date of this Proxy Statement are set forth below. In addition to management of the Fund, the Adviser offers personalized financial advisory services to individuals and businesses. The address of each is c/o Volumetric Advisers Inc., 87 Violet Drive, Pearl River, New York 10965.
Name and Address* | Principal Occupation |
Agnes Gibs | Officer, Controlling Person |
Jeffrey Gibs | Officer, Chief Compliance Officer |
Irene J. Zawitkowski | Officer |
* Volumetric Advisers Inc., 87 Violet Drive, Pearl River, New York 10965.
Evaluation by the Board of Directors
The Board evaluated the terms of the Proposed Investment Advisory Agreement and whether it was in the best interests of the Fund and its shareholders. The Board noted that the Proposed Investment Advisory Agreement is materially the same and the fees are the same as the Prior Investment Advisory Agreement. The Board was presented with a Section 15(c) information document that had been completed by the Adviser. This document addressed items related to the SEC Section 15(c) Rule and the Gartenburg factors, which includes the suitability of the Adviser and the fees the Fund incurs.
The following factors were presented and discussed with the directors:
• The investment performance of the Fund and the investment adviser –
The Board reviewed the investment performance of the Fund. On a regular basis, the Adviser provides the Board information regarding the performance of the Fund and discusses the factors contributing to the performance. Due to the unique tactical investment allocation approach of the Fund, the Fund uses both the S&P 500 Index and the FTSE 3-Month Treasury Bill Index as its benchmarks. While it is difficult to compare the Fund directly with a peer group, the Board believes the performance meets their expectation, based upon the objectives of the Fund.
The Board concluded that the Adviser continued to effectively manage the portfolio in accordance with its fundamental investment strategy, as outlined in the Prospectus.
• The nature, extent and quality of the services provided by the investment adviser to the Fund;
The Board considered the nature, quality of the services to be provided by the Adviser to the Fund. The Board considered the overall reputation and capabilities of the Adviser, its investment allocation and stock selection approach, decision-making processes, the fact that the Adviser has managed the Fund since inception, its established relationship with shareholders, its commitment to provide quality investment advisory and other services to the Fund.
With respect to investment advisory services, the Board considered the professional experience of the personnel at the Adviser who have performed investment research and managed the portfolio’s investments. The Adviser would continue to provide all administrative, accounting, compliance and other services required by the Fund, including overseeing and coordinating the activities of third-party service providers.
The Board considered the Fund’s compliance program established pursuant to Rule 38a-1 under the 1940 Act. The Board, on a regular basis, receives and reviews information from the Fund’s Chief Compliance Officer (“CCO”) regarding the Fund’s compliance program. It was noted, there are no compliance or legal issues.
The Board then considered the Adviser’s financial condition. The Board believes the Adviser has the financial resources to fulfill its obligations under the new advisory agreement.
• The fees and cost of services to be provided
The Board concluded that the fees paid were reasonable for a fund of such asset size. The Board reviewed the fees and expense ratio under the new agreement. It was noted that the fees under the new agreement remained the same and the overall expense ratio was not expected to differ materially.
The management fee paid to the Adviser may be a little higher than average; however, most other funds incur other charges directly to the fund, which is different from the Fund. Instead, the Adviser pays all expenses of the Fund. These unitary fees include: salaries of personnel, services of specific third parties, research, data processing, printing and postage, clerical, administrative, advertising and marketing expenses. Furthermore, the Adviser also pays the Fund’s Chief Compliance Officer, its Board of Directors, custodian fees, federal registration fees, state registration fees, franchise taxes, legal and auditing fees, and all other operating expenses, such as shareholder reports and proxy statements. The Adviser does not pay the Fund’s brokerage commissions and SEC transaction fees.
• The extent to which economies of scale will be realized as the Fund grows and the benefit to shareholders; and
The Board recognized that one method to help ensure that shareholders share in economies of scale is to include breakpoints in a fund’s advisory fee schedule. The new advisory agreement has breakpoints that provide for a reduction of the advisory fee as assets increase. These breakpoints are similar to the previous advisory agreement.
After reviewing these and other related factors, the Board agreed that the proposed fee arrangements continued to provide appropriate sharing of economies of scale between Fund shareholders and the Adviser.
• The profits to be realized by the Adviser from the relationship with the Fund;
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The Board also considered the cost of the services to be provided and the Adviser’s expected profitability from its relationship with the Fund. The Board reviewed the Adviser’s financial information regarding the Fund.
It was noted that the Adviser would provide directly or through third parties all of the services necessary for the Fund’s operations and that the advisory fees paid to the Adviser reflects these obligations. The Board recognized that the Adviser is entitled to earn a reasonable level of profit for the services it provides to the Fund and the entrepreneurial risk that it assumes as the investment adviser.
4.OTHER MATTERS
OPERATION OF THE FUND
Volumetric Fund, Inc., a New York corporation, is registered with the Securities and Exchange Commission ("SEC") as an open-end diversified mutual fund. The Fund was incorporated under the laws of the State of New York on July 25 1986, and has been open to the general public since September 3, 1987. The Fund's principal office is located at 87 Violet Drive, Pearl River, New York 10965, and its phone number is (845)-623-7637. The Board of Directors supervises the business activities of the Fund. The Fund retains various organizations to perform specialized services. The Fund retains Volumetric Advisers, Inc. located at 87 Violet Drive, Pearl River, New York 10965, as the investment adviser to the Fund. Ultimus Fund Distributors, LLC, located at 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, is the principal distributor and underwriter for the Fund. Ultimus Fund Solutions, LLC, located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves in the capacity as transfer agent, fund accountant and dividend paying agent for the Fund.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of the Fund. A person who beneficially owns, either directly or indirectly, more than 25% of the voting securities of a fund is presumed to be a control person of the Fund. There are no controlling person as of the Record Date, that own or control more than 25% of the shares outstanding of the Fund.
The following table shows the only persons known to own beneficially (as determined in accordance with Rule 13d-3 under the 1934 Act) 5% or more of the outstanding shares of the Fund as of the Record Date.
Name and Address | % Ownership | Type of Ownership |
[ ] | [ ]% | [ ] |
Management ownership, as of the Record Date, includes directors and their immediate family members, such as their spouses and minors, beneficially owned [ ] shares or [ ]% of the outstanding shares of the Fund.
FINANCIAL STATEMENTS
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, 2021, which has been mailed to all shareholders. The cost of preparing, assembling and mailing this proxy statement will be paid by the Adviser.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ON EACH PROPOSAL. The Board of Directors knows of no other matter to be brought before this 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.
Shareholders may submit questions to be addressed at the Meeting. Any question should be written on the indicated section of the Proxy Election Ballot Form and returned to [Proxy Tabulator, PO Box 8035, Cary NC 27512-9916]