SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
/ / Definitive Proxy Statement Commission Only (as permitted by
/x/ Definitive Additional Materials Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
BULL & BEAR U.S. GOVERNMENT SECURITIES FUND, INC.
(Name of Registrant as Specified in Its Charter)
KARPUS MANAGEMENT, INC. d/b/a/ KARPUS INVESTMENT MANAGEMENT
(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 Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: Not
applicable.
(2) Aggregate number of securities to which transaction applies: Not applicable.
(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): Not applicable.
(4) Proposed maximum aggregate value of transaction: Not applicable.
(5) Total fee paid: Not applicable.
/ / 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: Not applicable.
(2) Form, Schedule or Registration Statement No.: Not applicable.
(3) Filing Party: Not applicable.
(4) Date Filed: Not applicable.
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December 11, 1998
Dear Fellow Shareholder:
DON'T LET THE FUND'S MANAGEMENT MISLEAD YOU:
FACT: MANAGEMENT IS WASTING YOUR MONEY! The Fund spent $319,621 (yes, $319,621!)
in legal fees last year, most of which was trying to prevent us from exercising
our right to protest the Fund's poor performance. Even excluding this amount, it
still cost the Fund approximately 2 1/2 times the industry average to run a
bottom-ranked closed-end mutual fund.
FACT: THE FUND IS BOASTING AN INFLATED 12-MONTH INVESTMENT YIELD OF 8.85% by
including "return of capital" to shareholders. Return of capital is not yield.
It means they returning your own money to you! They are insulting you by
boasting about their inflated yield.
FACT: THE FUND'S MANAGEMENT HAS ANNOUNCED THAT IT INTENDS TO BEGIN INVESTING UP
TO 35% OF YOUR FUND'S ASSETS IN EQUITIES AND OTHER SECURITIES WITHOUT YOUR
PERMISSION, even though Bull & Bear Group's three open end funds are among the
worst in the business (the "Wall Street Journal", July 6, 1998).
FACT: IF THE FUND WERE TO CONVERT BACK TO AN OPEN END MUTUAL FUND TODAY, ALL
SHAREHOLDERS WOULD BE IMMEDIATELY MORE WEALTHY. Upon conversion the Fund would
trade at its Net Asset Value, which is currently $1.44 per share more than the
current market value of the Fund's shares.
Our goal at the Annual Meeting is clear. We are a leading fixed-income money
manager acting as the representative of owners of nearly 16% of the Fund's
shares at the record date. We want to achieve better performance for the
shareholders we represent by firing Bull & Bear Advisers and forcing the Fund to
hire an investment manager that will take the necessary steps to generate real
investment performance for all the Fund's shareholders.
Don't let Bull & Bear Advisers waste your money for another year. If you have
not voted, or if you voted the Fund's white proxy card, please take a moment to
vote: complete, sign, date and return the enclosed BLUE Proxy Card. The last
completed card is the one that counts. If you are unsure whether your vote will
reach the solicitor in time to be counted, please fax your proxy to Georgeson &
Co. Inc. at (212 440-9009).
If you have any questions, please call us at 1-800-646-4005 any time between
8:30 a.m. and 5:30 p.m. If you need assistance in voting your shares, please
contact our proxy solicitor, Georgeson & Co. Inc. at 800-223-2064. Thank you for
your support.
Sincerely,
George W. Karpus
<PAGE>
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IMPORTANT VOTING INFORMATION
To support Karpus Investment Management against the current management
PLEASE SIGN, DATE AND RETURN THE BLUE PROXY CARD TODAY IN THE ENCLOSED RETURN
ENVELOPE OR FAX YOUR CARD DIRECTLY TO OUR SOLICITOR AT (212) 440-9009.
If your shares of Common Stock are held in the name of a bank or
brokerage firm, only that firm can execute a proxy card on your behalf.
Please contact the person responsible for your account
and instruct them to execute a BLUE proxy as soon as possible.
We recommend a vote
FOR Proposal 1, WITHHOLD on Proposal 2,
AGAINST Proposals 3 and 4 and FOR Proposal 5.
Even if you have already sent in Management's white proxy it is not too late to
change your vote. Voting your BLUE proxy card today revokes any white proxy
cards you may have previously returned.
If you have questions or need assistance in voting your shares,
please call the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NY 10005
1-800-223-2064
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<PAGE>
KARPUS MANAGEMENT, INC.
RE: BULL & BEAR U.S. GOVERNMENT SECURITIES FUND, INC.
Dear Stockholder:
Please accept our thanks for sending in your BLUE Proxy Card.
To avoid the possibility of the validity of your BLUE Proxy Card being
challenged or disqualified for the reason(s) indicated below, we are requesting
that you sign, date and fax the enclosed new BLUE Proxy Card with the correction
indicated below to (212) 440-9009 or return the BLUE Proxy Card in the
self-addressed envelope provided for your convenience. This BLUE Proxy Card will
automatically revoke any previous BLUE Proxy Card when it is returned to us.
|_| Your previous BLUE Proxy was unsigned. (If signing as attorney, executor,
administrator, personal representative of the estate, corporate officer,
partner, trustee, custodian or guardian, please sign and give your full
title as such.)
|_| Your previous BLUE Proxy was undated. (Please date, sign and return the
new proxy in the enclosed envelope.)
|_| Your previous BLUE Proxy omitted your title or authority. (If signing as
attorney, executor, administrator, personal representative of the estate,
corporate officer, partner, trustee, custodian or guardian, please sign
and give your full title as such.)
|_| Your previous BLUE Proxy, as signed, did not conform to the name shown on
the Proxy. (Please date and sign the BLUE Proxy Card exactly as the
registration appears on the proxy, including your full title if signing
other than in an individual capacity. If the registration is in the name
of a custodian for the benefit of a minor, the custodian must sign and
indicate their capacity. If you are a beneficiary 18 years or older, you
may sign as long as you indicate your age.)
|_| Your previous BLUE Proxy, as marked, did not clearly specify your
instructions. (Please sign, date and clearly mark your proxy.)
| | Other
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Since time is of the essence, we would greatly appreciate your signing, dating
and faxing the enclosed BLUE Proxy Card to (212) 440-9009 as soon as possible or
mail it in the envelope provided for your convenience. Once again, we greatly
appreciate your support.
Sincerely,
KARPUS MANAGEMENT, INC.
