DEF 14A 1 proxy2002.txt LETTER Volumetric Fund, Inc. A No-Load Mutual Fund 87 Violet Drive Pearl River, New York 10965 Tel: 845-623-7637 or 800-541-FUND Fax: 845-623-7732 www.volumetric.com Dear Shareholder: May 10, 2002 It is my pleasure to invite you to the 2002 Annual Meeting of shareholders at 8:00 p.m. on Tuesday evening, June 18, 2002, at the Comfort Inn in Nanuet, New York. As described in the accompanying Notice and Proxy Statement, you will be asked to elect nine directors and ratify the appointment of BKD, LLP as independent auditors of the Fund for 2002. Earlier, the Fund's Annual and 1st Quarter reports were mailed to you separately. This year, you will notice some changes in the format of the proxy due to new regulations. For the first time, the addresses of the directors will appear on the proxy statement. In another change, the number of shares held by directors will not be indicated. Instead, the dollar range of their shareholdings will be shown in five categories. Please also note that the Board of Directors has decided to reduce the size of the Board from 11 to 9. I would like to thank retiring directors Mr. Wayne Moshier and Dr. Marcel Olbrecht for their many years of dedicated service. Also, I would like to welcome Mr. Louis Bollag as a nominee for the Board for the coming year. The Board of Directors has selected, for the first time, the accounting firm of BKD, LLP, formerly Baird, Kurtz & Dobson LLP, as its independent auditors for the fiscal year commencing January 1, 2002. BKD, LLP, headquartered in Kansas City, Missouri, is considered to be one of the top ten accounting firms specializing in mutual fund audits in the United States. A green proxy is enclosed with the notice of meeting and the proxy statement. The vote of every shareholder is important. Therefore, regardless of whether or not you plan to attend the meeting, we would appreciate it if you would sign and date the proxy and return it to us promptly in the enclosed envelope. Since desserts and refreshments will be served at the meeting, please indicate on the proxy if you plan to attend. I look forward to seeing you at the meeting. Sincerely, /s/Gabriel Gibs Gabriel J. Gibs Chairman and President VOLUMETRIC FUND, INC. Notice of Annual Meeting of Shareholders June 18, 2002 The Annual Meeting of shareholders of Volumetric Fund, Inc., a New York Corporation, will be held at the Comfort Inn, 425 East Route 59, Nanuet, New York, Tuesday, June 18, 2002, at 8:00 p.m., Eastern Standard Time, for the purpose of: 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 consider and act upon the selection of the firm of BKD, LLP, as independent auditors of the Fund; 3. To transact such other business as may properly come before the meeting. Shareholders of record at the close of business on Friday, May 3, 2002, will be entitled to receive this notice and to vote at the meeting. By Order of the Board of Directors /s/Irene J Zawitkowski Pearl River, New York Irene J. Zawitkowski May 10, 2002 Executive Vice President and Secretary SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY THAT IS SOLICITED BY THE BOARD OF DIRECTORS. PLEASE USE THE ENCLOSED ENVELOPE IN RETURNING YOUR PROXY. DIRECTIONS Take Palisades Interstate Parkway to exit 8W to Rt. 59 West. Make U-turn and proceed eastbound on Route 59 to Comfort Inn. The Inn is located at the southwest corner of Palisades Parkway and Route 59. Please call the Fund or the Comfort Inn at (845) 623-6000, if additional directions are needed. VOLUMETRIC FUND, INC. 87 Violet Drive, Pearl River, New York 10965 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 18, 2002 The accompanying proxy is solicited by the Board of Directors of Volumetric Fund, Inc. (the 'Fund') for use at the Annual Meeting of Shareholders to be held on June 18, 2002, and any adjournments thereof. When such proxy is properly executed and returned, the shares it represents will be voted at the meeting and at any adjournments thereof. Any shareholder giving a proxy has the power to revoke it at any time before it is voted. Presence at the meeting of a shareholder who has signed the proxy does not alone revoke the proxy; the proxy may be revoked by a later dated proxy or notice to the Secretary at the meeting. At the Annual Meeting shareholders will be asked to: 1. To elect nine (9) directors to hold office until the next annual meeting of shareholders and until theirs successors are elected to qualify; 2. To consider and act upon the selection of BKD, L.L.P., as independent auditors of the Fund; 3. To transact such other business as may properly come before the meeting. Shareholders of record at the close of business day on Friday, May 3, 2002, will be entitled to vote at the meeting. Each share of stock is entitled to one vote. At the close of business day on May 3, 2002, the Fund had 1,023,731 shares of common stock outstanding. 1. ELECTION OF DIRECTORS The Board of Directors recommends that nine nominees for director to be elected at the annual 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 of the nominees will be voted for the election of directors named on the subsequent page, all of whom except Louis Bollag, are currently directors. Should any nominee become unable or unwilling to serve as a director, the proxies will be voted in favor of the remainder of those named and may be voted for substitute nominees who are not candidates. The Board of Directors has no reason to believe that any nominee will be unavailable for election when the election occurs. During 2001, directors who are not salaried employees of Volumetric Advisers, Inc., 87 Violet Drive, Pearl River, NY 10965, received a fee of $150 from Volumetric Advisers, for each meeting of the Board attended. Nominated directors as a group beneficially owned 132,369 shares or 12.93% of the outstanding Common Stock on May 3, 2002. This does not include shares beneficially owned by spouses, children or other relatives of directors. However, it does include directors' joint accounts with spouses and custodian or trust accounts for their minors. In addition to the directors, Volumetric Advisers, Inc., whose principal shareholder is Mr. Gibs, is the owner of 10,052 shares. Dollar range shareholdings of directors in Volumetric Fund, as of May 3, 2002, 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, has 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. Director Occupation Director Holdings, Age Since(1) $ Range William P. Behrens*(2) Vice Chairman, Northeast Securities since 63 1987 E Northeast Securities 2001, a member of New York, American and 100 Wall Street other stock exchanges. Previously, CEO New York NY 10005 of Investec Ernst & Company. Louis Bollag Senior Corporate Account Manager, Albemarle 55 A 31 Deerfield Road Corp., a chemical manufacturer since 2001. Wyckoff, NJ 07481 Previously, General Manager of Alumina Chemicals at Alusuisse. Jeffrey J. Castaldo President, J.C. Commercial Inc., a real 40 1994 C J.C. Commercial, Inc. estate managment company. Previously, Executive 115 Stevens Avenue, Director, Capelli Enterprises. Valhalla, NY 10595 George Curtis Retired in 2002. Formerly President of CCP 73 2000 D 113 Richard Court Printing, Inc. Pomona NY 10970 Gabriel J. Gibs* Founder, Chairman and President of the Fund 65 1978 A 87 Violet Drive since 1978. Mr. Gibs is also President of Pearl River, NY 10965 Volumetric Advisers, Inc., the Fund's investment adviser. Stephen J. Samitt Principal, Briggs Bunting & Dougherty, LLP, 61 1996 B P.O. Box 70 certified publiic accountants, since 1997. Montville, NJ 07045 Previously, Partner, Tait, Weller & Baker, a full service accounting firm. David L. Seidenberg(3) President, SQ Ventures, LLC, since 2002. 55 1983 A 29 Shaw Road Previously Vice President of Davos Chemical Woodcliff Lake, NJ 07675 Company since 1972. Raymond W. Sheridan* Owner Sheridan Associates. Insurance Brokers. 51 1995 C 1 Sgt. Parker Road Mr.Sheridan is also Vice President and Blauvelt, NY 10913 Treasurer of the Fund. Irene J. Zawitkowski* Executive Vice President, Co-Portfolio Manager 49 1978 B 647 Athlone Terrace and Secretary of the Fund. Officer of the River Vale, NJ 07675 Fund since 1978. Also, Vice President of Volumetric Advisers, Inc.
(1) Prior to 1986 the Fund was a limited partnership. It was supervised, controlled and managed by its general partners. (2) Northeast Securities is one of the principal brokers of the Fund for its securities transactions. (3) Mr. Seidenberg is a Trustee of Davos Chemical Retirement Trust. The Trust is a Category A shareholder. 2. INDEPENDENT PUBLIC ACCOUNTANTS Volumetric Fund's Board of Directors has selected BKD, LLP (formerly Baird, Kurtz & Dobson), 120 West 12th Street, Kansas City, MO 64105, as its independent auditors effective for the fiscal year commencing January 1, 2002. Representatives of BKD, LLP will not be in attendance at the annual meeting, but will be available, as necessary, to answer questions from shareholders present at the meeting. The accounting firm of Feuer, Orlando & Pye, LLP served as Volumetric Fund's independent auditors for the most recently completed fiscal year. In connection with the audits of the two fiscal years ended December 31, 2001 and the subsequent interim period through May 3, 2002, there were no disagreements with Feuer, Orlando & Pye, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedures, which would have caused Feuer, Orlando & Pye, LLP to refer such matters in their reports. 3. OTHER MATTERS The Financial Statements of the Fund are not set forth in the proxy statement, since they were included in the Annual Report of the Fund for fiscal year ended December 31, 2000, which has been mailed to all shareholders. The cost of preparing, assembling and mailing this proxy statement will be born by the Investment Adviser. The Board of Directors knows of no other matter to be brought before this Annual Meeting. However, if other matters should come before the meeting, it is the intention of each person named in the proxy to vote such proxy in accordance with his or her judgment in such matters. THE FOLLOWING CHARTED INFORMATION WAS PRESENTED AS A BAR GRAPH IN THE ANNUAL REPORT SHOWING THE COMPARISION OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN VOLUMETRIC FUND AND THE NEW YORK STOCK EXCHANGE COMPOSITE INDEX. Comparison of Change in the Value of a $10,000 Investment in Volumetric Fund versus the New York Stock Exchange Composite Index* (Years ending 12/31) YEAR VOLUMETRIC NYSE INDEX 1978 $10,000 $10,000 1979 $11,630 $11,550 1980 $15,991 $14,456 1981 $18,712 $13,198 1982 $21,876 $15,046 1983 $26,321 $17,664 1984 $27,696 $17,894 1985 $36,524 $22,564 1986 $39,225 $25,723 1987 $38,637 $25,646 1988 $46,349 $28,954 1989 $53,743 $33,587 1990 $50,963 $31,068 1991 $68,902 $38,524 1992 $76,331 $40,334 1993 $77,839 $43,521 1994 $76,104 $42,128 1995 $89,336 $55,314 1996 $103,189 $71,160 1997 $121,987 $92,728 1998 $134,918 $108,074 1999 $141,866 $117,909 2000 $139,355 $119,142 2001 $133,167 $113,729
Average Annual Total Returns Of Fund(as of 12/31/01)* 1 Year 5 Years 10 Years Since 1/1/79 -4.5% 5.3% 6.9% 12.5% *All distributions and dividends were reinvested. Past performance is not predictive of future performance.