SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12

INVESTORS RESEARCH FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
5) Total fee paid:

- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

1) Amount previously paid:
------------------------------------------
2) Form, Schedule or Registration Statement No.: Schedule 14A
--------------------
3) Filing Party: Registrant
----------------------------------------------------
4) Date Filed: February 1, 2001
------------------------------------------------------

INVESTORS RESEARCH FUND, INC.
11111 Santa Monica Boulevard, Suite 820
Los Angeles, California 90025

February 27, 2001

Dear Stockholder:

Enclosed are proxy materials related to your shares in Investors Research
Fund, Inc. (the "Fund"). Please take a few minutes to read the proxy statement
and complete your proxy card. Your proxy must be received by no later than March
20, 2001, in order to be voted at the Annual Meeting of Stockholders on March
27, 2001 (the "Annual Meeting"). The meeting will begin at 10:30 a.m., local
time, at the Fund's offices located at 11111 Santa Monica Boulevard, Suite 820,
Los Angeles, California.

The enclosed proxy statement requests your vote to approve a plan to
reorganize the Fund into Investors Research Fund, a Delaware business trust, to
lower costs and improve Fund administration. You are also being asked to approve
several changes in the fundamental investment restrictions of the Fund and a
modification in the investment advisory agreement between the Fund and its
investment adviser. Finally, you are being asked to re-elect nine directors for
the Fund, to serve until the next annual meeting of Shareholders and until their
successors are elected and qualified, and to ratify the selection of Ernst &
Young, LLP as the independent public accountant of the Fund for the current
fiscal year.

Please review the enclosed material and complete, sign, date and return the
enclosed proxy card. It is important that you submit your proxy to ensure that
your shares are represented at the Annual Meeting. If you have any questions
about the proxy, please call us at (310) 996-3256.

The Directors have carefully reviewed the proposals and unanimously
recommend that you approve them. Your vote is important for the proper
administration of the Fund. Thank you in advance for your participation and
prompt response in this matter.

Sincerely,

Glenn C. Weirick
President

Enclosures

INVESTORS RESEARCH FUND, INC.
11111 Santa Monica Boulevard, Suite 820
Los Angeles, California 90025

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 27, 2001

TO OUR STOCKHOLDERS:

The Annual Meeting of the stockholders of Investors Research Fund, Inc.
(the "Fund") will be held on March 27, 2001, at 10:30 a.m. local time (the
"Annual Meeting") at the Fund's offices located at 11111 Santa Monica Boulevard,
Suite 820, Los Angeles, California, for the following purposes:

1. To approve a plan to reorganize the Fund into Investors Research Fund,
a Delaware business trust;

2. To approve certain changes in the fundamental investment restrictions
of the Fund that would (a) permit the Fund to invest in companies that
have been in continuous operation for less than three years, (b)
permit the Fund to purchase securities of other investment companies
as permitted by the Investment Company Act of 1940, and (c) permit the
Fund to accept appropriate portfolio securities for the sale of Fund
shares;

3. To approve a new investment advisory agreement between the Fund and
the Fund's Investment Adviser, Westcap Investors, LLC, providing for a
different method of calculating the investment advisory fee (which
remains the same);

4. To elect a Board of Directors to serve until the next annual meeting
of stockholders and until their successors are elected and qualified;

5. To ratify the selection of Ernst & Young, LLP as the independent
public accountants to be employed by the Fund for its current fiscal
year;

6. To transact such other business as may properly come before the
meeting or any adjournments thereof.

Stockholders of record at the close of business on January 26, 2001 are
entitled to notice of, and to vote at, the Annual Meeting. Your attention is
called to the accompanying Proxy Statement. REGARDLESS OF WHETHER YOU PLAN TO
ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND PROMPTLY RETURN THE
ENCLOSED PROXY CARD SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF
SHARES MAY BE VOTED. If you are present at the Annual Meeting, you may change
your vote, if desired, at that time.

Glenn C. Weirick

President

February 27, 2001

INVESTORS RESEARCH FUND, INC.

---------------
PROXY STATEMENT
---------------

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 27, 2001

This Proxy Statement is furnished in connection with a solicitation of
proxies made by the Board of Directors of Investors Research Fund, Inc. (the
"Fund"), the offices of which are located at 11111 Santa Monica Boulevard, Suite
820, Los Angeles, California 90025, to be used at the Annual Meeting of
Stockholders of the Fund to be held on March 27, 2001, at 10:30 a.m. local time
(the "Annual Meeting"), at the Fund's offices for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. Such solicitation is made
primarily by the mailing of this Proxy Statement with its enclosures. The
approximate date of first mailing is expected to be February 27, 2001.

Supplementary solicitations may be made by mail and telephone and by
personal contact by employees of the Fund. The Fund has also retained Corporate
Investor Communications, Inc. to assist with proxy solicitation, at a cost of
approximately $8,000. The expenses in connection with preparing and mailing this
Proxy Statement and its enclosures and of such solicitations will be paid by the
Fund. In some instances, such supplementary solicitations may be made by
securities dealers by which shares of the Fund have been sold and would be made
at their own expense.

If the enclosed form of proxy is executed and returned, it may nevertheless
be revoked at the meeting or any time prior to the closing of the polls. A proxy
may be revoked by written notice to the Fund prior to the Annual Meeting, or by
execution of a subsequent proxy which is presented at the Annual Meeting, or by
personal vote at the Annual Meeting. All proxies solicited by the Fund's
management which are properly executed and received in time will be voted at the
Annual Meeting in accordance with the instructions thereon, if any, and if no
specification is made, will be voted according to the recommendations of the
Board of Directors of the Fund in this Proxy Statement. Discretionary authority
is conferred by the proxy as to all matters not specifically noticed which may
properly come before the Annual Meeting. The Fund's management is not aware of
any other matters to be presented for action.

As of January 26, 2001, 4,770,965 shares of capital stock of the Fund were
issued and outstanding. Stockholders of record at the close of business on
January 26, 2001 are entitled to vote at the Annual Meeting. The presence in
person or by proxy of persons entitled to vote a majority of the outstanding
voting shares at the Annual Meeting will constitute a quorum for the transaction
of business. Each share of capital stock is entitled to one vote, except that
stockholders are entitled to cumulate votes for the election of directors. Thus,
each stockholder entitled to vote for directors will be able to give one
candidate that number of votes which is equal to nine (the number of directors

to be elected) multiplied by the number of shares that the stockholder holds, or
be able to distribute that number of votes among two or more candidates in such
manner as the stockholder sees fit. Cumulative voting will be provided to all
stockholders only if a stockholder at the meeting and prior to the election of
directors gives notice of his intention to cumulate votes.

Abstentions and broker non-votes will be counted as present or represented
at the Annual Meeting for purposes of determining whether a quorum exists.
However, abstentions and broker non-votes with respect to any matter brought to
a vote at the Annual Meeting will be treated as shares not voted for purposes of
determining whether the requisite vote has been obtained. In view of the
requirement that there be a certain number of affirmative votes, an abstention
or a broker non-vote has a negative impact as to a matter brought to a vote. If
sufficient votes in favor of a proposal are not received by the date of the
Annual Meeting, the persons named in the Proxy may propose and vote for one or
more adjournments of the Annual Meeting to permit further solicitation of
proxies. Any such adjournment will require approval by the holders of a majority
of the shares who are present in person or by proxy.

To the knowledge of the Fund's management, at the close of business on
January 26, 2001, the only persons owning beneficially more than five percent of
the outstanding shares of the Fund were as follows:

Number of Percent of
Name & Address Shares Owned Fund Shares
- -------------- ------------ -----------
James Howard & Anna Mae Noble Trust 349,117 7.32%
869 Avenida Acapulco, San Clemente
California 92672

PROPOSAL 1
REORGANIZATION OF THE FUND

The Board of Directors has approved a plan to reorganize the Fund into
Investors Research Fund, a Delaware business trust (referred to in this Proxy
Statement as the "Trust"). The purpose of the reorganization is to lower costs
and improve Fund administration. To proceed, we need stockholder approval. The
next several pages outline the important details of the plan:

* Why we want to reorganize the Fund

* How we plan to accomplish the reorganization

* How the reorganization will affect the Fund

* How a Delaware business trust compares to a Delaware corporation

* Information about the Investment Manager

* How many stockholder votes we need to approve the reorganization.

WHY WE WANT TO REORGANIZE THE FUND

The Fund is a Delaware corporation. The Board of Directors of the Fund has
concluded that it would lower the Fund's costs and improve the Fund's
administration if it were reorganized as a Delaware business trust for the
following reasons:

* The Trust will not need to have annual shareholder meetings except
when required by the Investment Company Act of 1940, as amended, (the
"Investment Company Act"), which will save the Fund more than $10,000
annually.

* The Board of Trustees of the Trust will have greater flexibility in
matters of governance and organization than the Board of Directors of
the Fund, without sacrificing the federal or state tax advantages of a
mutual fund.

* The Trust's governing instruments will be clearer and more
comprehensive about matters affecting modern investment companies than
the Fund's current organizational documents, which were originally
adopted in 1958.

HOW WE PLAN TO ACCOMPLISH THE REORGANIZATION

THE REORGANIZATION AGREEMENT. The Fund's Board of Directors has approved a
written reorganization agreement for the Fund. It spells out the terms and
conditions that will apply to the Fund's reorganization into the Trust.

THE STEPS IN THE REORGANIZATION. In essence, the reorganization will have
three steps.

* The first step has already been taken-- we have established a Delaware
business trust called Investors Research Fund. The Trust will issue a
single share to the Fund. If the stockholders of the Fund approve the
reorganization, this share will be voted to elect as a Trustee of the
Trust each director elected pursuant to Proposal 4, and to approve the
Fund's current investment advisory agreement as the form of advisory
agreement for the Trust. If the stockholders approve the amendment to
the Fund's investment advisory agreement described in Proposal 3,
below, the Trust will adopt the advisory agreement as amended. As more
fully discussed below, the Fund's investment restrictions will stay
the same unless the stockholders approve Proposals 2(a), (b) or (c).

* Second, if the stockholders approve the reorganization, the Fund will
transfer all of its assets and liabilities to the Trust. In exchange,
the Fund will receive shares of the Trust with a total value equal to
the value of the assets it is transferring (net of the Fund's
liabilities).

* Third, the Fund will dissolve. The Trust will open an account for each
stockholder of the Fund, and will credit each stockholder with the
exact number of full and fractional shares of the Trust that he or she
owned in the Fund on the date of the reorganization. New share
certificates will not be issued.

THE EFFECTIVE DATE OF THE REORGANIZATION. If the reorganization is approved
by the stockholders, it will take place as soon as feasible after the Fund
receives the necessary regulatory approvals and legal opinions. We think this
should be accomplished on or about April 30, 2001. However, at any time before
the reorganization the Board of Directors of the Fund may decide that it is not
in the best interest of the Fund and its stockholders to go forward with this
project. If that happens, the Fund will continue to operate as it is currently
organized.

HOW THE REORGANIZATION WILL AFFECT THE FUND

After the reorganization, you will own shares of the Trust. The operations
of the Trust will not differ substantially from the Fund's operations.

THE FUND'S INVESTMENT OBJECTIVE AND POLICIES WILL STAY THE SAME. The
reorganization will not change the Fund's investment objectives and policies.

THE FUND'S INVESTMENT RESTRICTIONS WILL STAY THE SAME UNLESS STOCKHOLDERS
APPROVE PROPOSALS 2(A), (B) OR (C). The stockholders are being asked to approve
revised fundamental investment restrictions for the Fund which are described
under Proposal 2, below. If Proposals 2(a), (b) or (c) are adopted, the Fund's
fundamental investment restrictions after the reorganization will be identical
to those now in effect except as modified by the Proposals adopted. However, we
are asking stockholders to temporarily waive any existing investment
restrictions that would otherwise prohibit the reorganization. (For example, the
Fund may not acquire control of any company, and as part of the reorganization
it may temporarily control the Trust.) Your vote in favor of the reorganization
will also approve a temporary waiver of any such restrictions.

THE FUND'S INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS WILL STAY THE
SAME. Westcap Investors, LLC (referred to in this Proxy Statement as the
"Investment Adviser"), will continue to manage the Trust for the same
compensation as it currently receives from the Fund. We will treat stockholder
approval as approval of a new investment advisory agreement between the
Investment Adviser and the Trust on the same terms as the Fund's current
agreement (as amended by Proposal 3 if approved by the stockholders). The Trust
will also enter into agreements with the Fund's current administrator, custodian
and other service providers on the same terms as the Fund's current agreements.

THE FUND'S FEES AND EXPENSES WILL STAY THE SAME. The fees and expenses of
the Trust will be the same as the Fund's, except for any savings which may occur
as a result of the reorganization. The Fund will pay its own expenses of the
reorganization, including expenses associated with the solicitation of proxies
(estimated as about $8,000). However, most of these are costs of the Fund's
annual meeting, which would have been held even if the reorganization had not
been proposed.

THE FUND'S SHARE PRICE WILL NOT BE AFFECTED. On the day of the
reorganization, the Trust's share price will be the same as the Fund's share
price. The reorganization will not cause the Fund's share price to go up or
down, and you will still own the same number of shares. Any declared but
undistributed dividends or capital gains of the Fund will carry over in the
reorganization.

THE FUND'S PURCHASE AND REDEMPTION PROCEDURES WILL NOT BE AFFECTED. The
Trust will have the same purchase, redemption and exchange procedures as the
Fund, as described in the Fund's current prospectus and statement of additional
information.

THE FUND'S DIRECTORS AND ACCOUNTANTS WILL CONTINUE. Federal securities laws
require that at least one-half of a mutual fund's directors be elected by its
stockholders. While the Fund more than meets this standard now, that technically
will not be true once it reorganizes into the Trust. Rather than call another
shareholder meeting to vote on trustees of the Trust after the reorganization,
we will treat stockholder approval of the reorganization as authorization to
elect the Fund's board members, elected pursuant to Proposal 4, to the same
positions with the Trust. This approach will avoid the expense of another
shareholder meeting after the reorganization.

The Fund operates with a September 30 fiscal year-end. The Trust will also
have a September 30 fiscal year-end. The Fund's current accountants will
continue as the accountants for the Trust for the year ended September 30, 2001.

THE REORGANIZATION WILL HAVE NO FEDERAL INCOME TAX CONSEQUENCES. We expect
the reorganization will have no federal income tax consequences for you or the
Fund. We will not proceed with the reorganization unless this point is confirmed
by an opinion of counsel. Following the reorganization, the adjusted federal tax
basis of your Trust shares will be the same as before. We do not expect
stockholders to incur any personal state or local taxes as a result of the
reorganization, but you should consult your own tax adviser to be sure.

THE FUND WILL NO LONGER HAVE ANNUAL MEETINGS. The Fund will no longer have
to hold annual stockholder meetings, except when required by the Investment
Company Act (generally when less than half of the directors have been elected by
the stockholders, when it enters into a new investment management agreement, or
when it proposes to modify a fundamental investment restriction). Most mutual
funds no longer hold annual meetings simply to reelect members of their
governing board and to ratify the appointment of independent accountants. We
believe that this change will save the Fund more than $10,000 annually in proxy
preparation, printing and other meeting expenses. Although the Fund would be
required to hold shareholder meetings for purposes such as those mentioned
above, elimination of the requirement to hold annual meetings may have the
effect of reducing shareholder influence on Fund management.

THE FUND WILL NO LONGER HAVE STOCK CERTIFICATES. The Trust will not issue
share certificates, and will convert any outstanding stock certificates to
record entry form. In today's financial world, very few investors hold share
certificates as physical evidence of their mutual fund investments. Instead,
their mutual fund holdings are maintained and accounted for as "record entries"
on the computer system of the fund's independent transfer agent. The main
problems with share certificates are that they can be stolen or lost, and they
must be returned before your shares can be redeemed or exchanged. In light of
these problems, and the minimal demand for share certificates, they will no
longer be issued after the reorganization. This will not happen automatically;
we will arrange conversion details separately with you if you hold Fund stock
certificates.

HOW A DELAWARE BUSINESS TRUST COMPARES TO A DELAWARE CORPORATION

Although federal securities laws regulate most of the operations of a
mutual fund, they do not cover every aspect. State law and the Fund's governing
instruments fill in most of the gaps. The following discussion compares Delaware
corporation law and the current articles of incorporation and bylaws of the Fund
with the Delaware law and documents that will apply if the Fund reorganizes as a
Delaware business trust. This discussion is not a comprehensive review of all
technical distinctions between the different legal structures. We simply want
you to know how a Delaware business trust compares in certain key areas to a
Delaware corporation -- the Fund's present legal structure.

DIRECTORS AND TRUSTEES. The Fund is governed by a board of directors
elected by the stockholders. The Trust is governed by a similar board elected by
its shareholders, called the board of trustees. If the reorganization is
approved, the directors of the Fund elected at the Meeting will become the
trustees of the Trust.

SERIES AND CLASSES. The Trust's governing instrument -- its declaration of
trust -- allows it to issue series of shares, which represent interests in
separate portfolios of investments without shareholder approval. No series is
entitled to share in the assets of any other series or can be charged with the
expenses or liabilities of any other series. The Fund's governing instrument --
its articles of incorporation -- does not authorize the creation of separate
series (although this could be done if the articles were amended with
stockholder approval). We do not currently intend to create any additional
portfolios of the Fund or the Trust.

The Trust is also authorized to divide each series of shares into separate
classes (such as class A and B shares), which would represent interests in the
same portfolio and have the same rights except as provided by the board of
trustees. We do not currently intend to issue multiple classes of shares,
although we might do so in the future. The Fund's articles of incorporation do
not authorize the creation of multiple classes of shares (although this could be
done if the articles were amended with stockholder approval).

SHAREHOLDER LIABILITY. Stockholders of a Delaware corporation generally
have no personal liability for the fund's obligations. The corporation laws of
all other states have similar provisions.

Shareholders of a Delaware business trust also are not personally liable
for obligations of the Trust under Delaware law. However, no similar statutory
or other authority limiting business trust shareholder liability exists in many
other states. As a result, to the extent that the Trust or a shareholder of the
Trust is subject to the jurisdiction of courts in such other states, those
states might not apply Delaware law and might subject the Trust's shareholder to
liability. To offset this risk, the Declaration of Trust: (i) recites that its
shareholders are not liable for its obligations, and requires notice of this to
be included in all Trust contracts, and (ii) requires the Trust to indemnify any
shareholder who is held personally liable for the obligations of the Trust. Thus
the risk of a Trust shareholder being subject to liability beyond his or her
investment is limited to the following unusual circumstances in which all of the
following factors are present: (1) a court refuses to apply Delaware law; (2)
the liability arises under tort law or, if not, no contractual limitation of
liability is in effect; and (3) the Trust is itself unable to meet its
obligations. In the light of Delaware law, the nature of the Trust's proposed
business, and the nature of its assets, we believe that the risk of personal
liability to a Trust shareholder is remote.

SHAREHOLDER MEETINGS AND VOTING RIGHTS. Under Delaware law, the Fund is
required to have an annual stockholder meeting to elect directors and consider
any other matters properly coming before the meeting. The Trust is not required
to hold annual shareholder meetings, and does not intend to do so. We believe
this will result in substantial savings to the shareholders.

The Fund is required to hold a special stockholder meeting for any proper
purpose when requested by its president or by the holders of 20% of its
outstanding shares. The Trust is required to hold a special shareholder meeting
to consider the removal of one or more trustees or for any other proper purpose
when requested by a majority of the trustees or by the holders of 10% of its
outstanding shares. Both the Fund and the Trust must also hold special
shareholder meetings when required by the Investment Company Act under certain
circumstances (such as when a majority of the directors or trustees has not been
elected by the shareholders or when it wants to sign a new or amended investment
advisory agreement).

In general, shareholders of the Trust have voting rights only with respect
to a limited number of matters specified in the declaration of trust (such as
the merger or sale of assets of a portfolio) and such other matters as the
trustees may determine or as may be required by the Investment Company Act. A
greater number of matters require approval by the stockholders of the Fund (such
as amendments to its articles of incorporation), and whether a matter requires
stockholder approval is governed by Delaware corporate law as well as the
Investment Company Act.

For a stockholder meeting of the Fund to go forward, a majority of the
Fund's shares must be present (either in person or by proxy). For the Trust,
this is reduced to one-third of the shareholders. When voting on matters
affecting the Fund, all of its stockholders vote together on all questions. If
the Trust in the future creates additional portfolios, only shareholders of the
Fund will vote on matters affecting the Fund. However, when voting on matters
affecting the Trust generally (such as the election of trustees or approval of
independent accountants), all shareholders of the Trust, including shareholders
of any additional portfolios, will vote together. The shareholders of the Fund
eventually may have a smaller ownership interest in the Trust than the
shareholders of subsequently created portfolios, and the newer portfolios could,
therefore, have effective voting control of matters affecting the Trust
generally.

Stockholders of the Fund have "cumulative voting" rights when voting for
directors, as described under proposal 4 below. These rights are established to
permit the holders of a substantial minority of shares of the Fund to elect at
least one director. Shareholders of the Trust will not have such rights, and the
holders of 50% of the outstanding shares of the Trust will be able to elect all
of the trustees.

DIRECTOR/TRUSTEE INDEMNIFICATION AND LIABILITY. The directors of the Fund
cannot be held liable for their activities in that role so long as they perform
their duties prudently, in good faith, and in the Fund's best interests.
Delaware corporate law also provides that the directors may be liable for voting
to declare a dividend or other distribution of assets to stockholders contrary
to law or during liquidation of the corporation. Under Delaware business trust
law, the same is generally true.

The Fund indemnifies its directors from claims and expenses arising out of
their services to the Fund, unless they have acted with willful misfeasance, bad
faith, gross negligence or reckless disregard of their duties. The same is true
of the Trust.

AMENDMENTS OF CHARTER DOCUMENTS. Amendments to the Fund's articles of
incorporation require stockholder approval. Amendments to the Trust's
declaration of trust can be made by the Trustees without shareholder approval,
unless they reduce the amount payable to shareholders upon liquidation of the
Trust, repeal the limitations on shareholders' personal liability, or diminish
or eliminate any voting rights.

MERGERS AND OTHER REORGANIZATIONS. The Fund is required to obtain
stockholder approval to merge or consolidate with any corporation or other
organization or to sell substantially all of its assets. The same is true of the
Trust.

TERMINATION. Termination of the Fund would generally require approval of
its stockholders. The Trust or any series or class of the Trust may be
terminated by the trustees without shareholder approval, or by vote of a
majority of the affected shareholders at a meeting.

RIGHT OF INSPECTION. Each stockholder of the Fund is permitted to inspect
records, accounts and books of the Fund for any legitimate purpose. Each
shareholder of the Trust has the same rights.

REQUIRED VOTE

The Reorganization must be approved by a majority of the outstanding shares
of the Fund. If it is not, the Fund will continue to operate as a Delaware
corporation.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS APPROVE THE
PROPOSED REORGANIZATION.

PROPOSAL 2
AMENDMENT OF INVESTMENT RESTRICTIONS

The Board of Directors of the Fund have approved certain proposed changes
in the fundamental investment restrictions of the Fund. Each of the proposed
changes is discussed below and requires a separate vote of the stockholders in
order to be adopted.

PROPOSAL 2(A). PERMIT THE FUND TO INVEST IN COMPANIES THAT HAVE BEEN IN
CONTINUOUS OPERATION FOR LESS THAN THREE YEARS.

Currently, one of the fundamental investment policies of the Fund states
that: "The Fund may not purchase the securities of any company which has not
been in continuous operation for three years or more." This Proposal is to
completely eliminate this investment restriction.

This restriction is not required by the Investment Company Act, and was
originally adopted in response to state law restrictions or interpretations that
no longer apply to investment companies. In the current market environment there

are many relatively new enterprises with significant investment potential. The
Investment Adviser believes that elimination of this restriction will increase
its ability to manage the Fund's assets effectively and efficiently in response
to market and regulatory changes.

PROPOSAL 2(b). PERMIT THE FUND TO PURCHASE SECURITIES OF OTHER INVESTMENT
COMPANIES AS PERMITTED BY THE INVESTMENT COMPANY ACT.

Currently, one of the fundamental investment policies of the Fund states
that: "The Fund may not purchase the securities of any other mutual fund."

If adopted, this Proposal would revise that fundamental investment policy,
which would continue to be a fundamental investment policy, to read as follows:
"The Fund may not invest in the securities of other investment companies except
as permitted under the Investment Company Act."

The Investment Company Act provides that the acquiring investment company
may not (i) purchase more than 3% of the total outstanding voting stock of the
acquired investment company; (ii) invest more than 5% of its total assets in
securities of the acquired investment company; or (iii) invest more than 10% of
its assets in the securities of other investment companies. The current
restriction prohibits the Fund from investing any of its assets in money market
funds. The Investment Adviser believes that the ability to invest assets of the
Fund in the securities of money market funds, among other things, will expand
the number of providers of custodial services which the Fund may use. The
Investment Adviser does not have any current intention of investing Fund assets
in any mutual funds other than money market funds as required for the effective
management of the Fund's cash assets from time to time.

PROPOSAL 2(c). PERMIT THE FUND TO ACCEPT APPROPRIATE PORTFOLIO SECURITIES FOR
THE SALE OF FUND SHARES.

Currently, one of the fundamental investment policies of the Fund states
that: "The Fund may not issue any shares for any consideration other than cash."

If adopted, this Proposal would revise the policy to read as follows: "The
Fund may not issue any shares for any consideration other than cash or
securities in which the Fund would otherwise be permitted to invest."

This restriction is not required by the Investment Company Act. From time
to time, prospective investors in the Fund may desire the flexibility of making
their investment in the form of an in-kind contribution of securities. The
Investment Adviser believes that modification of this restriction will increase
its ability to capture additional assets for the Fund and to manage the Fund's
assets effectively and efficiently in response to market and regulatory changes.
The Investment Adviser will not accept securities as payment for Fund shares
unless the securities to be contributed are otherwise appropriate and desirable
for investment by the Fund and the Fund would not incur any additional Fund
expenses or negative tax consequences as a result of such payment. The Fund will
accept only marketable securities which will be valued in the same manner the
Fund would value other such securities. The Investment Adviser will retain the
ability to decline any such in-kind investment in its discretion.

REQUIRED VOTE

Approval of Proposals 2(a), 2(b) and 2(c) requires an affirmative vote for
each such Proposal of the lesser of (i) 67% or more of the shares of the Fund
present at the Meeting if more than 50% of the outstanding of the Fund are
present or represented by proxy, or (ii) more than 50% of the outstanding shares
of the Fund.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS APPROVE THE
AMENDMENTS TO THE FUND'S INVESTMENT RESTRICTIONS.

PROPOSAL 3
APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT

PROPOSED AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

Stockholders are being asked to approve a new investment advisory agreement
(the "New Agreement") between the Fund and Westcap Investors, LLC (the
"Investment Adviser") which contains a modification of Section 7 with respect to
the method of calculating the advisory fee. The text of Section 7 in its current
form and as revised by this Proposal is attached as Appendix A. The current
investment advisory agreement (the "Current Agreement") between the Fund and the
Investment Adviser was last approved by the stockholders of the Fund on March
28, 2000 and last renewed by the Board of Directors of the Fund on March 28,
2000.

Under the Current Agreement the Fund pays the Investment Adviser, for its
services, a quarterly management fee of 0.125% (0.50% per annum) based upon the
Fund's average net assets calculated as follows: at the end of each quarter, the
net asset value on the last day of each month of that quarter is determined.
Those three numbers are averaged and the result is multiplied by 0.125%. The
maximum annual advisory fee is 0.50% based on the foregoing calculated for the
one-year period.

The New Agreement provides for an annual advisory fee equal to 0.50% of the
Fund's daily net assets, computed on the value of the net assets of the Fund as
of the close of each business day. Under the New Agreement the advisory fee
would be accrued on a daily basis and paid to the Investment Adviser monthly.

The proposed new method of calculating the advisory fee is currently the
industry standard. In considering this Proposal the Board of Directors concluded
that adoption of this Proposal would bring the Fund's investment advisory
agreement up to date and facilitate the accounting and recordkeeping
responsibilities of the Fund's service providers. Another important factor in
the Board of Directors' decision to support this Proposal was that the change in
the method of calculating the advisory fee would have a relatively insignificant
economic effect on the Fund. Under the current method of calculating the
advisory fee, the Fund pays a marginally smaller advisory fee during periods
when the Fund's assets are increasing, due to the time lag reflected in the
computation, and, for the same reasons, a correspondingly larger advisory fee
during periods when the Fund's assets are decreasing. During the fiscal year of
the Fund ended September 30, 2000, the Fund's assets decreased. During that
period, had the calculation method in the New Agreement been in effect, the Fund
would have been required to pay $396 more in advisory fees, as shown in the
table below.

Advisory Fee Comparison

(A) Advisory Fee - fiscal year ended 9/30/00
_________(current advisory agreement) $107,938

(B) Advisory Fee - fiscal year ended 9/30/00
(advisory agreement as amended) $108,334

THE INVESTMENT ADVISER

The Investment Adviser is located at 11111 Santa Monica Boulevard, Suite 820,
Los Angeles, CA 90025. The Investment Adviser has been in the business of
providing investment advisory services since 1992. For the fees described above,
the Investment Adviser supervises the Fund's investment activities and
determines which securities are purchased and sold by the Fund. The Investment
Adviser also furnishes the Fund with office space and certain administrative
services and provides most of the personnel needed by the Fund. The Investment
Adviser is a Delaware limited liability company of which Glenn C. Weirick,
Geoffrey I. Edelstein, Gregory S. Weirick, Bradley G. Slocum and Terence D.
Lynch are the only members. The officers and directors of the Investment Adviser
are:

Glenn C. Weirick, President
11111 Santa Monica Blvd., Suite 820, Los Angeles, CA 90025

Geoffrey I. Edelstein, Secretary and Managing Director
11111 Santa Monica Blvd., Suite 820, Los Angeles, CA 90025

Gregory S. Weirick, Treasurer and Managing Director
11111 Santa Monica Blvd., Suite 820, Los Angeles, CA 90025

Bradley G. Slocum, Managing Director
11111 Santa Monica Blvd., Suite 820, Los Angeles, CA 90025

Terence D. Lynch, Managing Director
11111 Santa Monica Blvd., Suite 820, Los Angeles, CA 90025

From June 22, 1998 through March 30, 1999, advisory services were provided
by Fox Asset Management, Inc. Prior to June 22, 1998, advisory services were
provided by Lakeview Securities Corporation.

For the period October 1, 1997 through June 21, 1998, Lakeview Securities
Corporation received advisory fees of $113,452. For the periods June 22, 1998
through September 30, 1998 and October 1, 1998 through March 30, 1999, Fox Asset
Management, Inc. received advisory fees of $34,505 and $75,978, respectively.
For the period April 1, 1999 through September 30, 1999, and for the fiscal year
ended September 30, 2000, the Investment Adviser received advisory fees of
$37,726 and $107,938, respectively.

REQUIRED VOTE

Approval of Proposal 3 requires an affirmative vote of the lesser of (i)
67% or more of the shares of the Fund present at the Meeting if more than 50% of
the outstanding shares of the Fund are present or represented by proxy, or (ii)
more than 50% of the outstanding shares of the Fund.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS APPROVE THE NEW
AGREEMENT.

PROPOSAL 4
ELECTION OF DIRECTORS

It is proposed that the current Board of nine directors be re-elected, each
director to hold office until the next annual meeting of stockholders and until
his successor is elected and qualified. Each of them is now a director of the
Fund. It is the intention of the proxy holders named in the accompanying form of
proxy to vote all such proxies for the election of each of the persons listed
below unless stockholders specifically indicate in their proxies their desire to
withhold authority to vote for any such person. A stockholder may nominate and
vote for other persons as directors of the Fund by indicating their names and
the number of votes cast for each candidate on the enclosed proxy. If the
reorganization is completed they will become trustees of the Trust.

Each nominee who is deemed an "interested person" of the Fund, as defined
in the Investment Company Act, is indicated by an asterisk.

Name, Position with Fund Shares of Capital Stock
and Principal Occupation Served Continuously Owned Beneficially as of Percent
During the Past 5 Years as a Director Since January 26, 2001 of Class
- ----------------------- ------------------- ---------------- --------

GLENN C. WEIRICK,* PRESIDENT AND DIRECTOR. July 29, 1999 235,104 4.93%
President, Westcap Investors, LLC. 11111 Santa
Monica Boulevard, Suite 820, Los Angeles, CA
90025 (Age 64).

RICHARD CHERNICK, DIRECTOR. Retired partner of the January 22, 1997 11,027 0.23%
Los Angeles law firm of Gibson, Dunn & Crutcher;
currently active in arbitration and mediation of
disputes in the Los Angeles area. 3055 Wilshire
Boulevard, Seventh Floor, Los Angeles CA 90010
(Age 55).

HARRY P. GELLES, DIRECTOR. Director, Chelsea January 22, 1997 5,251 0.11%
Management Company, an investment management
company in Los Angeles; Director, AmeriVest
Properties, Inc. (since 2000). 1114 State
Street, Suite 236, Santa Barbara, CA 93101
(Age 66)

HUGH J. HAFERKAMP,* DIRECTOR. Attorney-at-law in January 22, 1997 2,277 0.04%
private practice in the Santa Barbara area;
formerly, President of the Fund and legal counsel
to the Fund for approximately 19 years. 11800
Baccarat Lane, N.E., Albuquerque, NM 87111
(Age 73).

LEONARD S. JARROTT, DIRECTOR. Real estate January 24, 1996 0 0%
investment advisor and independent real estate
broker in Santa Barbara, California. 3532
Chuparosa Drive Santa Barbara, CA 93105 (Age 55).

MICHAEL A. MARSHALL, DIRECTOR. Engaged in real February 10, 1994 4,986 0.10%
estate and property management, M-P Marshall &
Co. (since 1997); formerly, Senior Vice-President
of Prudential California Realty. 2175 Boundary
Drive, Santa Barbara, CA 93108 (Age 65).

WILLIAM J. NASIF, DIRECTOR. Certified public February 14, 1996 0 0%
accountant and partner of Nasif, Hicks, Harris &
Co., Certified Public Accountants of Santa
Barbara. 1111 Garden Street, Santa Barbara, CA
93101 (Age 58).

MARK SCHNIEPP, DIRECTOR. Senior Economist, August 12, 1994 0 0%
California State Controllers Office, and
Director, California Economic Forecast Project.
944 Randolph Road, Santa Barbara, CA 93111
(Age 46).

DAN B. SECORD, DIRECTOR. Physician of obstetrics December 12, 1995 0 0%
and gynecology (retired in 2000); Mayor Pro Tem,
City of Santa Barbara; Member, Santa Barbara City
Council. 2329 Oak Park Lane, Santa Barbara, CA
93105 (Age 64).

As of January 26, 2001, the Directors and officers of the Fund as a group
owned approximately 5.42 of the Fund's outstanding shares.

It is not expected that any of the nominees will decline or become
unavailable for election; however, if it should happen, the discretionary power
given in the proxy may be used to vote for a substitute nominee or nominees.
During the fiscal year ended September 30, 2000, there were five meetings of the
Board of Directors. During the year, all of the directors attended at least 75%
of the Board meetings and the meetings of the Board Committees on which they
served.

The Board of Directors has established a Nominating Committee. The current
members of that Committee are Michael A. Marshall, Leonard S. Jarrott, and Harry
P. Gelles. During the fiscal year ended September 30, 2000, the Nominating
Committee did not meet. The functions of the Committee are to recommend to the

Board candidates for all directorships which are to be filled by the
shareholders or to be filled by the Board and to recommend to the Board
directors to fill the seats on Board committees. The Nominating Committee will
consider nominees recommended by Fund shareholders. Such recommendations should
be in writing and addressed to the Fund, Attention: Nominating Committee, with
the name, address and telephone number of the person recommended and of the
recommending person.

The Board of Directors has also established an Audit Committee. The current
members of that Committee are William J. Nasif, Mark Schneipp, Dan B. Secord and
Richard Chernick. The Board of Directors has adopted a written charter for the
Audit Committee. The functions of the Committee are to supervise and oversee
audits by the Fund's independent accountant, review the auditor's audit plans
and procedures and review the auditor's recommendations concerning the Fund's
accounting records, procedures and internal controls. During the fiscal year
ended September 30, 2000, the Audit Committee met one time.

Each Director (other than Mr. Weirick) currently receives a fee of $500 for
each meeting of the Board of Directors he attends. The total compensation from
the Fund received by the Directors (other than Mr. Weirick) for the fiscal year
ended September 30, 2000, is set forth below.

Aggregate Compensation
Name of Director From Fund
---------------- ---------
Richard Chernick $ 2,000
Harry P. Gelles $ 2,500
Hugh J. Haferkamp $20,215*
Leonard S. Jarrott $ 2,500
Michael A. Marshall $ 2,500
William J. Nasif $ 2,500
Mark Schneipp $ 2,000
Dan B. Secord $ 2,500

- ----------
* Includes fees for legal services of $17,715.

In addition, during the fiscal year, Westcap Investors, LLC, of which Mr.
Weirick is the President and a member, received advisory fees from the Fund
aggregating $107,938.

VOTE REQUIRED

Fund stockholders have cumulative voting rights for directors and every
stockholder entitled to vote in the election for directors has the right in
person or by written proxy to multiply the number of votes to which he is
entitled by the number of directors to be elected, and he may cast the whole
number of such votes for one candidate, or he may distribute them among two or
more candidates. A stockholder may use his right to cumulative voting by
indicating on the face of the proxy enclosed with this Proxy Statement the
candidate or candidates of his choice and the number of votes cast for each such
candidate. Unless otherwise specified, proxy holders (or their substitutes) may

cast an equal number of votes for each nominee for director or accumulate such
votes and distribute them among the nominees at the discretion of said proxy
holders. The candidates receiving the highest number of votes up to the number
to be elected will be elected.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS RE-ELECT ALL
NOMINEES FOR DIRECTORS.

PROPOSAL 5
RATIFICATION OF ACCOUNTANTS

A majority of the members of the Board of Directors who are not "interested
persons" of the Fund (as defined in the Investment Company Act) have selected
Ernst & Young, LLP, 725 S. Figueroa Street, Los Angeles, California 90017, as
the Fund's independent public accountants for the fiscal year ended September
30, 2001, to sign or certify any financial statement which may be filed by the
Fund with the Securities and Exchange Commission. The employment of such
accountants is expressly conditioned upon the right of the Fund, by vote of a
majority of the outstanding stock at any meeting called for the purpose, to
terminate such employment forthwith without any penalty. Such selection is made
pursuant to provisions of Section 32(a) of the Investment Company Act, and is
subject to ratification or rejection by the shareholders at this Annual Meeting.
Ernst & Young, LLP has advised the Fund that to the best of its knowledge and
belief, as of the record date, no Ernst & Young, LLP professional had any direct
or material indirect ownership interest in the Fund inconsistent with the
independence standards pertaining to accountants. No representative of the
accountants is expected to be present at this meeting, but the accountants have
been given the opportunity to make a statement if they so desire and will be
available should any matter arise requiring their presence.

Ernst & Young, LLP acted as the Fund's auditor for the fiscal year ended
September 30, 2000 and signed or certified each financial statement filed by the
Fund with the Securities and Exchange Commission related to such fiscal year.
During that period Ernst & Young, LLP also served as independent public
accountants to the Investment Adviser and certain affiliates of the Investment
Adviser. The aggregate fees billed by Ernst & Young, LLP for audit and non-audit
services rendered during or in connection with the Fund's fiscal year ended
September 30, 2000 were as follows:

Type of Fees Amount Billed
------------ -------------
Fund Audit Fees $12,000
Financial Information Systems Design
and Implementation Fees None
All Other Fees(1) $15,000

- ----------
(1) This amount represents fees for services rendered to the Investment Adviser
and its affiliates paid for by the Investment Adviser.

In recommending the selection of Ernst & Young, LLP, the Audit Committee of
the Board of Directors considered the nature and scope of the services to be
provided (including the provision of financial information services and services
to the Investment Adviser and its affiliates) and whether the performance of
such non-audit services would affect the accountants' independence.

It is the intention of the proxy holders named in the accompanying form of
proxy to vote all such proxies for the ratification of the selection of Ernst &
Young, LLP as the Fund's independent public accountants for the Fund's current
fiscal year ending September 30, 2001 unless stockholders specifically indicate
in their proxies their desire to vote against such ratification.

VOTE REQUIRED

Ratification of the selection of the Fund's independent public accountants
requires the affirmative vote of a majority of the shares present and voting at
the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS RATIFY THE
SELECTION OF ERNST & YOUNG, LLP AS THE INDEPENDENT ACCOUNTANTS OF THE FUND FOR
THE CURRENT FISCAL YEAR.

ADDITIONAL INFORMATION

SERVICE PROVIDERS AND OFFICERS

The Fund's Investment Adviser is Westcap Investors, LLC, 11111 Santa Monica
Boulevard, Suite 820, Los Angeles, California 90025. The Fund's Administrator is
Investment Company Administration, LLC, 2020 East Financial Way, Glendora,
California 91740. The Fund's Distributor is First Fund Distributors, Inc., 4455
Camelback Rd., Suite 261E, Phoenix, Arizona. The Fund's Transfer Agent is
Ultimus Fund Solutions, LLC, 135 Merchant St, Suite 230, Cincinnati, Ohio.

Information regarding the executive officers of the Fund other than Mr.
Weirick is as follows:

Geoffrey I. Edelstein, Senior Vice President, Secretary and Treasurer
11111 Santa Monica Boulevard, Los Angeles, CA 90025. Secretary and Managing
Director of Westcap Investors, LLC.

Gregory S. Weirick, Senior Vice President
11111 Santa Monica Boulevard, Los Angeles, CA 90025. Treasurer and Managing
Director of Westcap Investors, LLC.

Bradley G. Slocum, Senior Vice President
11111 Santa Monica Boulevard, Los Angeles, CA 90025. Managing Director of
Westcap Investors, LLC.

ANNUAL REPORT

Copies of the Fund's most recent Annual and Semi-Annual Reports to its
shareholders are available upon request to the Fund's office located at 11111
Santa Monica Blvd., Suite 820, Los Angeles, California 90025 or call
1-800-292-6775.

OTHER MATTERS

The next scheduled annual meeting of stockholders of the Fund is to be held on
March 26, 2002. Any proposal by a shareholder to be presented at that meeting
must be received by the Fund no later than November 1, 2001 and must satisfy all
applicable federal and state requirements. If the Fund's stockholders approve
Proposal 1, the Fund will not be required to hold annual meetings of
shareholders and the Fund does not currently intend to hold any such annual
meetings except as required by the Investment Company Act. If Proposal 1 is
adopted, shareholder proposals to be presented at the next meeting of
shareholders, whenever held, must be received at the Fund's office, 11111 Santa
Monica Boulevard, Suite 820, Los Angeles, California 90025, at a reasonable time
prior to the Fund trustees' solicitation of proxies for the meeting. The
submission by a shareholder of a proposal for inclusion in a proxy statement
does not guarantee that it will be included. Shareholder proposals are subject
to certain regulations under federal and state laws.

No other business is currently expected to come before the Meeting. As to
any matter which has not been brought to the attention of the proxy holders
prior to the date of this Proxy Statement, and which is presented at the
meeting, the proxy holders will deal with such matter in accordance with their
best judgment pursuant to the discretionary authority granted by the enclosed
proxy.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL SHAREHOLDERS ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE PROXY BALLOT IN THE ENCLOSED STAMPED
ENVELOPE. IF YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU MAY CHANGE YOUR VOTE, IF
DESIRED, AT THAT TIME.

February 27, 2001

APPENDIX A

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

SECTION 7 OF CURRENT INVESTMENT ADVISORY AGREEMENT

In consideration of the services to be rendered by you, the Fund agrees to
pay to you 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. The value of the Fund's assets shall be determined in
accordance with Section 2(a) (41) of the Act as of the last business day of each
month.

SECTION 7 OF INVESTMENT ADVISORY AGREEMENT AS REVISED BY PROPOSAL 3

In consideration of the services to be rendered by you, the Fund agrees to
pay to you an annual advisory fee equal to 0.50% of the Fund's daily net assets,
computed on the value of the net assets of the Fund as of the close of business
each day. The advisory fee shall be accrued daily by the Fund and paid to you on
the 10th business day of the succeeding month. The value of the Fund's assets
shall be determined in accordance with Section 2(a) (41) of the Act as of the
last business day of each month.

FORM OF PROXY

INVESTORS RESEARCH FUND, INC.
11111 SANTA MONICA BOULEVARD, SUITE 820
LOS ANGELES, CALIFORNIA 90025

ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, MARCH 27, 2001

THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF INVESTORS RESEARCH
FUND, INC. The undersigned stockholder(s) of Investors Research Fund, Inc.
hereby appoint(s) Glenn C. Weirick and Robert Slotky, and each of them,
attorneys and proxies of the undersigned with full power of substitution to
vote, as indicated herein, all of the shares of capital stock of Investors
Research Fund, Inc. standing in the name(s) of the undersigned at the close of
business on January 26, 2001, at the Annual Meeting of Stockholders of the Fund
to be held on March 27, 2001, at the Fund's offices at 11111 Santa Monica
Boulevard, Suite 820, Los Angeles, California, and at all adjournments thereof,
with all of the powers the undersigned would possess if then and there
personally present and especially (but without limiting the general
authorization and power hereby given) to vote as indicated on the proposals, as
more fully described in the Proxy Statement for the meeting, and to vote and act
in their discretion on any other matters which may properly come before the
meeting. IF THE UNDERSIGNED DOES NOT WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION
OF DIRECTORS, THIS PROXY WILL BE DEEMED TO GRANT SUCH AUTHORITY. IF, AS TO ANY
OTHER MATTERS REFERRED TO HEREIN, NO SPECIFICATION IS MADE, THE PROXY WILL BE
VOTED IN FAVOR OF EACH MATTER. UNLESS OTHERWISE SPECIFIED, THE PROXYHOLDERS
NAMED HEREIN OR THEIR SUBSTITUTES, MAY CAST AN EQUAL NUMBER OF VOTES FOR EACH
NOMINEE FOR DIRECTOR OR CUMULATE SUCH VOTES AND DISTRIBUTE THEM AMONG THE
NOMINEES AT THE DISCRETION OF SAID PROXYHOLDERS.

PLEASE VOTE, DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

Please sign exactly as your name(s) appear(s) on the books of the Fund.

If shares are held jointly, all shareholders must sign. Corporate Proxies should
be signed by an authorized officer.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- -------------------------------------- --------------------------------------

|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE

1. To approve a plan to reorganize Investors Research Fund, Inc., a Delaware
corporation, into Investors Research Fund, a Delaware business trust.