SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (ss.) 240.14a-11(c) or (ss.)
240.14a-12
Bull & Bear U.S. Government Securities Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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)(4) 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.:
(3) Filing Party:
(4) Date Filed:
Notes:
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BULL & BEAR U.S. GOVERNMENT SECURITIES FUND, INC.
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Notice of Annual Meeting of Stockholders
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To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Bull
& Bear U.S. Government Securities Fund, Inc. (the "Fund") will be held at the
offices of ____________________, on ______, __, 1998 at _:_0 _.m., for the
following purposes:
1. To elect one Class I Director to serve for a five year term and until his
successor is duly elected and qualified.
2. To ratify the selection of Tait, Weller & Baker as the Fund's independent
auditors.
3. To amend the Fund's Articles of Incorporation to change the Fund's name to
Bexil Corporation.
Stockholders of record at the close of business on ________, 1998 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
Deborah Ann Sullivan
Secretary
New York, New York
__________, 1998
PLEASE VOTE IMMEDIATELY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD.
Any delay will cause the Fund to incur additional expenses to solicit
sufficient votes for the meeting.
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BULL & BEAR U.S. GOVERNMENT SECURITIES FUND, INC.
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PROXY STATEMENT
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Annual Meeting of Stockholders
to be held __________, __, 1998
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors of Bull & Bear U.S. Government Securities
Fund, Inc. (the "Fund") to be used at the Annual Meeting of Stockholders of the
Fund to be held on ________, __, 1998 at __:_0 _.m. at the offices of
_____________, and at any postponement or adjournment thereof ("Meeting") for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. Stockholders of record at the close of business on ______, 1998
are entitled to be present and to vote on matters at the Meeting. Stockholders
are entitled to one vote for each Fund share held and fractional votes for each
fractional Fund share held. Shares represented by executed and unrevoked proxies
will be voted in accordance with the specifications made thereon. If the
enclosed form of proxy is executed and returned, it nevertheless may be revoked
by another proxy or by letter or telegram directed to the Fund, which must
indicate the stockholder's name. To be effective, such revocation must be
received prior to the Meeting. In addition, any stockholder who attends the
Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy
previously given. As of ________, 1998, the Fund had __________ shares of common
stock issued and outstanding. Stockholders of the Fund will vote as a single
class.
It is estimated that proxy materials will be mailed to stockholders of
record on or about ________, 1998. The Fund's principal executive offices are
located at 11 Hanover Square, New York, New York 10005. Copies of the Fund's
most recent Annual and SemiAnnual Reports are available without charge upon
written request to the Fund at 11 Hanover Square, New York, New York 10005, or
by calling toll-free 1-888-847-4200.
PROPOSAL 1: ELECTION OF DIRECTOR
The Fund's Board of Directors is divided into five classes with the term of
office of one class expiring each year. It is proposed that stockholders of the
Fund elect one Class I Director to serve for a five year term, and until his
successor is duly elected and qualified. The nominee currently serves as a
Director of the Fund. The following table sets forth certain information
concerning the nominee for Class I Director of the Fund.
Director Year Term
Name, Principal Occupation and Since Expires
Business Experience for Past Five Years
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CLASS I: 1996 2003
FREDERICK A. PARKER, JR. -- He is retired President and Chief Executive Officer
of American Pure Water Corporation, a manufacturer of water purifying equipment.
His address is 219 East 69th Street, New York, New York 10021. He was born
November 14, 1926.
The persons named in the accompanying form of proxy intend to vote each such
proxy for the election of the nominee listed above, unless stockholders
specifically indicate on their proxies the desire to withhold authority to vote
for the nominee. It is not contemplated that the nominee will be unable to serve
as a Director for any reason, but if that should occur prior to the Meeting, the
proxyholders reserve the right to substitute another person of their choice as
nominee. The nominee listed above has consented to being named in this Proxy
Statement and has agreed to serve as a Director if elected.
The Fund has an audit committee comprised of Douglas Wu, Frederick A.
Parker, Jr., and Thomas B. Winmill, the function of which is routinely to review
financial statements and other audit-related matters as they arise throughout
the year. The Fund has an executive committee comprised of Thomas B. Winmill.
The Fund has no standing nominating or compensation committee or any committee
performing similar functions. Certain information concerning the Fund's
Directors and executive officers, including compensation and other relevant
information, is set forth in Exhibit A hereto. The Fund pays its Directors who
are not "interested persons" of the Fund an annual retainer of $2,500, and a per
meeting fee of $2,500, and reimburses them for their meeting expenses. The Fund
also pays such Directors $250 per special telephonic meeting attended and per
committee meeting attended. The Fund does not pay any other remuneration to its
executive officers and Directors, and the Fund has no bonus, pension,
profit-sharing, or retirement plan. The Fund had six Board meetings and one
committee meeting during the Fund's most recently completed fiscal year. Each
Director attended all Board and committee meetings held during such year during
the period such Director was in office. For the fiscal year ended June 30, 1998,
the aggregate amount of compensation paid to the nominee by the Fund and by all
other investment companies advised by Bull & Bear Advisers, Inc. (the
"Investment Manager"), the Fund's investment adviser, and its affiliates
(collectively, the "Investment Company Complex") for which such nominee is a
Board member (the current number of which is set forth in parenthesis next to
the nominee's total compensation) was as follows:
Total Compensation from Fund and
Aggregate Compensation Investment Company Complex (the number
Name of Nominee from the Fund of other funds) Paid to Nominee
- --------------- ---------------------- -------------------------
Frederick A. $13,250 $13,250 (0)
Parker, Jr.
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The Investment Manager, located at 11 Hanover Square, New York, New York
10005, is a wholly-owned subsidiary of Bull & Bear Group, Inc. ("Group"), a
publicly-owned company whose securities are listed on The Nasdaq Stock Market.
Bassett S. Winmill, a Director of the Fund, may be deemed a controlling person
of Group on the basis of his ownership of 100% of Group's voting stock and,
therefore, of the Investment Manager.
VOTE REQUIRED
Inasmuch as the election of the nominee was approved by the vote of a
majority of the Board of Directors, the election of the nominee requires the
affirmative vote of a plurality of the votes cast at the Meeting.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Investment Company Act of 1940, as amended (the "1940 Act"), requires
that the Fund's independent auditors be selected by a majority of those
Directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund; that such selection be submitted for ratification or rejection at the
Meeting; and that the employment of such independent auditors be conditioned
upon the right of the Fund, by vote of a majority of its outstanding securities
at any meeting called for that purpose, to terminate such employment forthwith
without penalty. The Fund's Board of Directors, including a majority of those
Directors who are not "interested persons," approved the selection of Tait,
Weller & Baker for the fiscal year ending June 30, 1999 at a Board meeting held
on September 9, 1998. Accordingly, the selection by the Fund's Board of Tait,
Weller & Baker as independent auditors for the fiscal year ending June 30, 1999
is submitted to stockholders for ratification or rejection. Apart from its fees
received as independent auditors, neither Tait, Weller & Baker nor any of its
partners has a direct, or material indirect, financial interest in the Fund or
the Investment Manager. Tait, Weller & Baker has acted as independent auditors
of the Fund since its organization, and acts as independent auditors of Group.
The Fund's Board believes that the continued employment of the services of Tait,
Weller & Baker, as described herein, is in the best interests of the Fund. A
representative of Tait, Weller & Baker is expected to be present at the Meeting,
will have the opportunity to make a statement and will be available to respond
to appropriate questions.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF TAIT,
WELLER & BAKER AS INDEPENDENT AUDITORS OF THE FUND.
PROPOSAL 3: AMENDING THE FUND'S ARTICLES OF INCORPORATION TO CHANGE THE
FUND'S NAME
The Fund seeks to achieve its investment objective of providing a high level
of current income, liquidity, and safety of principal by investing primarily in
securities backed by the full faith and credit of the United States ("U.S.
Government Securities"). It currently is a fundamental policy of the Fund to
invest at least 65% of the value of its total assets in U.S. Government
Securities, including direct obligations of the United States (such as U.S.
Treasury bills, notes, and bonds) and certain agency securities, such as those
issued by the Government National Mortgage Association. On August 17, 1998, the
Fund announced that it intended to invest up to 35% of its total assets in
equity and other securities, commencing October 19, 1998. The securities in
which the Fund invests are described in Exhibit C. Accordingly, the Fund's Board
has proposed an amendment to the Fund's Articles of Incorporation to change the
Fund's name. It is proposed that the Fund's name be changed to "Bexil
Corporation." The text of the amendment approved and advised by the Board of
Directors is set forth as Exhibit B hereto. The Fund's Board of Directors
determined that the name change was advisable and approved the proposed name,
subject to stockholder approval, at a meeting held on July 16, 1998. Approval of
this Proposal requires the affirmative vote of a majority of the Fund's
outstanding voting securities.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" AMENDING THE FUND'S ARTICLES OF
INCORPORATION TO CHANGE THE FUND'S NAME.
ADDITIONAL INFORMATION
To the knowledge of the management of the Fund, as of the record date, the
following purported to beneficially own 5% or more of the outstanding shares of
the Fund: Karpus Management Inc., d/b/a Karpus Investment Management, Inc.
("Karpus"), 14-A Tobey Village Office Park, Pittsford, New York 14534, owned,
according to a Schedule 13D filed by Karpus on October 15, 1998, 119,250 shares
or ____________% of the Fund's total outstanding shares. Karpus failed to elect
its slate of nominees in opposition to management at the 1997 Annual Meeting of
Stockholders of the Fund. On February 19, 1998, the Fund filed a lawsuit against
Karpus in the United States District Court for the Southern District of New
York, 98 Civ. 1190, alleging violations of the Federal securities laws in
connection with transactions by Karpus in Fund shares. The outcome of this
matter cannot be predicted with certainty. Karpus filed a lawsuit against the
Fund in the Circuit Court for Baltimore City, Maryland, Case No. 9805005 to gain
access to the Fund's stockholder list, which was dismissed with prejudice.
A quorum is constituted with respect to the Fund by the presence in person
or by proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event that a quorum is not present at
the Meeting, or if a quorum is present but sufficient votes to approve any of
the proposals are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the meeting the following factors may be
considered: the nature of the proposals that are the subject of the Meeting, the
percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation, and the information to be provided
to stockholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the meeting in person or by
proxy. A stockholder vote may be taken for one or more of the proposals in this
Proxy Statement prior to any adjournment if sufficient votes have been received
for approval. If a quorum is present, the persons named as proxies will vote
those proxies which they are entitled to vote "for" a Proposal in favor of any
adjournment, and will vote those proxies
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required to be voted "against" a Proposal against any adjournment. If a proxy is
properly executed and returned accompanied by instructions to withhold authority
to vote, represents a broker "non-vote" (that is, a proxy from a broker or
nominee indicating that such person has not received instructions from the
beneficial owner or other person entitled to vote shares of the Fund on a
particular matter with respect to which the broker or nominee does not have
discretionary power) or marked with an abstention (collectively, "abstentions"),
the Fund's shares represented thereby will be considered to be present at the
Meeting for purposes of determining the existence of a quorum for the
transaction of business. Under Maryland law, abstentions do not constitute a
vote "for" or "against" a matter and will be disregarded in determining "votes
cast" on an issue. Abstentions, however, will have the effect of a "no" vote for
the purpose of obtaining requisite approval for Proposals 2 and 3.
In addition to the use of the mails, proxies may be solicited personally, by
telephone, or by other means, and the Fund may pay persons holding its shares in
their names or those of their nominees for their expenses in sending soliciting
materials to their principals. The Fund will bear the cost of soliciting
proxies. In addition, the Fund will retain D.F. King & Co., Inc. ("D.F. King"),
77 Water Street, 20th Floor, New York, NY 10005, to solicit proxies on behalf of
its Board for a fee estimated at $__________ plus expenses, primarily by
contacting shareholders by telephone and telegram. Authorizations to execute
proxies may be obtained by telephonic instructions in accordance with procedures
designed to authenticate the shareholder's identity. In all cases where a
telephonic proxy is solicited, the shareholder will be asked to provide his or
her address, social security number (in the case of an individual) or taxpayer
identification number (in the case of an entity) or other identifying
information and the number of shares owned and to confirm that the shareholder
has received the Fund's Proxy Statement and proxy card in the mail. Within 48
hours of receiving a shareholder's telephonic voting instructions and prior to
the Meeting, a confirmation will be sent to the shareholder to ensure that the
vote has been taken in accordance with the shareholder's instructions and to
provide a telephone number to call immediately if the shareholder's instructions
are not correctly reflected in the confirmation. Shareholders requiring further
information with respect to telephonic voting instructions or the proxy
generally should contact D.F. King toll-free at 1-800-431-9646. Any shareholder
giving a proxy may revoke it at any time before it is exercised by submitting to
the Fund a written notice of revocation or a subsequently executed proxy or by
attending the Meeting and voting in person.
DISCRETIONARY AUTHORITY, SUBMISSION DEADLINES
Although no business may come before the Meeting other than that specified
in the Notice of Annual Meeting of Stockholders and the stockholder proposal
described in this sentence, shares represented by executed and unrevoked proxies
will confer discretionary authority to vote on matters which the Fund did not
have notice of by September 21, 1998, and on a stockholder proposal that the
investment management agreement dated September 12, 1996, as the same may have
been amended, extended or restated, between the Investment Manager and the Fund
shall be terminated promptly following the Meeting, and the the proxies intend
to exercise their discretion to vote against such stockholder proposal. The
deadline for submitting shareholder proposals for inclusion in the Fund's proxy
statement and form of proxy for the Fund's next annual meeting is ______, 1999
and the date after which notice of a shareholder proposal submitted outside the
processes of Rule 14a-8 under the Securites Exchange Act of 1934, as amended
(the "1934 Act"), is considered untimely for purposes of Rule 14a-4(c) of the
1934 Act is _______, 1999. In addition to any other applicable requirements, for
a nomination to be made by a stockholder or for any other business to be
properly brought before the annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Fund in the manner set forth in the Fund's By-laws. As of the date hereof,
the Fund's By-laws provide that to be timely, a stockholder's notice to the
Secretary must be delivered to or mailed and received at the principal executive
offices of the Fund (a) in the case of an annual meeting, not less than sixty
(60) calendar days nor more than ninety (90) calendar days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within thirty (30) calendar days before or sixty (60) calendar
days after such anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of business on the later of
the sixtieth (60th) calendar day prior to such annual meeting or the tenth
(10th) calendar day following the day on which notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual meeting was
made, whichever first occurs; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth (10th) calendar day following the day on which
notice of the date of the special meeting was mailed or public disclosure of the
date of the special meeting was made, whichever first occurs. For the foregoing
purposes, the date of a public disclosure shall include, but not be limited to,
the date on which such disclosure is made in a press release reported by the Dow
Jones News Services, the Associated Press or any comparable national news
service or in a document publicly filed by the Fund with the Securities and
Exchange Commission pursuant to Sections 13, 14 or 15(d) (or the rules and
regulations thereunder) of the 1934 Act or pursuant to Section 30 (or the rules
and regulations thereunder) of the 1940 Act.
As set forth in the Fund's Articles of Incorporation, any action submitted
to a vote by stockholders requires the affirmative vote of at least eighty
percent (80%) of the outstanding shares of all classes of voting stock, voting
together, in person or by proxy at a meeting at which a quorum is present,
unless such action is approved by the vote of a majority of the Board of
Directors, in which case such action requires (A) if applicable, the proportion
of votes required by the 1940 Act, or (B) the lesser of (1) a majority of all
the votes entitled to be cast on the matter with the shares of all classes of
voting stock voting together, or (2) if such action may be taken or authorized
by a lesser proportion of votes under applicable law, such lesser proportion.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, at its principal executive offices, to the attention
of Deborah Ann Sullivan, Secretary, whether other persons are the beneficial
owners of the shares for which proxies are being solicited and, if so, the
number of copies of this Proxy Statement and other soliciting material you wish
to receive in order to supply copies to the beneficial owners of shares.
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IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: ____________, 1998
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EXHIBIT A
Information relevant to the Continuing Directors is set forth below. Each
Director who is deemed to be an "interested person" of the Fund, as defined in
the 1940 Act, is indicated by an asterisk.
<TABLE>
<CAPTION>
Name of Continuing Director, Principal Occupation and Director Year Term
Business Experience for Past Five Years Since Expires
- ------------------------------------------------------------------------------------------------ ----------------- --------------
CLASS II:
<S> <C> <C>
DOUGLAS WU -- He is Principal of Libra Advisors LLC. From 1996 to June 1998, he was 1997 1999
Managing Director - Private Equity Investments, of Croesus Capital Management Corporation.
From 1992 to 1996, he was a partner of Medall Partners, a merchant banking firm. His address
is 277 Park Avenue, New York, New York 10172. He was born July 31, 1960.
CLASS III:
MARK C. WINMILL* -- He is Co-President, Co-Chief Executive Officer, and Chief Financial 1996 2000
Officer of the Fund, as well as the other investment companies in the Investment Company
Complex, and of Group and certain of its affiliates. He also is Chairman of the Investment
Manager and Investor Service Center, Inc. ("Investor Service"), a registered broker/dealer and a
subsidiary of Group, and President of Bull & Bear Securities, Inc. ("BBSI"), a registered
broker/dealer and a subsidiary of Group. He is a son of Bassett S. Winmill and brother of Thomas
B. Winmill. His address is 11 Hanover Square, New York, New York 10005. He was born
November 26, 1957.
CLASS IV:
THOMAS B. WINMILL* -- He is Co-President, Chief Executive Officer, and General Counsel of 1996 2001
the Fund, as well as the other investment companies in the Investment Company Complex, and
of Group and certain of its affiliates. He also is President of the Investment Manager and Investor
Service and Chairman of BBSI. He is a member of the New York State Bar and the SEC Rules
Committee of the Investment Company Institute. He is a son of Bassett S. Winmill and brother of
Mark C. Winmill. His address is 11 Hanover Square, New York, New York 10005. He was born
June 25, 1959.
CLASS V:
BASSETT S. WINMILL* -- He is Chairman of the Board of the Fund, as well as other investment 1996 2002
companies in the Investment Company Complex, and of Group. He is a member of the New York
Society of Security Analysts, the Association for Investment Management and Research, and the
International Society of Financial Analysts. He is the father of Mark C. Winmill and Thomas B.
Winmill. His address is 11 Hanover Square, New York, New York 10005. He was born February
10, 1930.
</TABLE>
The aggregate amount of compensation paid to each continuing Director by the
Fund and by all other funds in the Investment Company Complex for which such
continuing Director is a Board Member (the number of which is set forth in
parenthesis next to the continuing Director's total compensation) for the fiscal
year ended June 30, 1998, was as follows:
<TABLE>
<CAPTION>
Total Compensation from Fund and Investment
Aggregate Compensation Company Complex (the number of other funds)
Name of Continuing Director from the Fund Paid to Continuing Director
- --------------------------------------------- --------------------------------- ------------------------------------------------
<S> <C> <C>
Bassett S. Winmill $0 $0 (2)
Mark C. Winmill $0 $0 (5)
Thomas B. Winmill $0 $0 (8)
Douglas Wu $9,850 $9,850 (0)
</TABLE>
In October 1997, Bassett S. Winmill, Mark C. Winmill, and Thomas B. Winmill
each received from Group incentive stock options to purchase 40,000 shares of
Group's Class A common stock at $2.475 per share. These options expire October
28, 2002.
The executive officers, other than those who serve as Directors, and their
relevant biographical information are set forth below:
STEVEN A. LANDIS - Senior Vice President. He also is Senior Vice President
of the other investment companies in the Investment Company Complex, and the
Investment Manager and certain of its affiliates. From 1993 to 1995, he was
Associate Director - Proprietary
A-1
<PAGE>
Trading at Barclays de Zoete Wedd Securities Inc. and, from 1992 to 1993, he
was Director, Bond Arbitrage at WG Trading Company. He was born March 1, 1955.
JOSEPH LEUNG, CPA - Treasurer and Chief Accounting Officer. He also is
Treasurer and Chief Accounting Officer of the other investment companies in the
Investment Company Complex, and the Investment Manager and its affiliates. From
1992 to 1995, he held various positions with Coopers & Lybrand LLP, a public
accounting firm. He is a member of the American Institute of Certified Public
Accountants. He was born September 15, 1965.
DEBORAH ANN SULLIVAN - Vice President, Secretary and Chief Compliance
Officer. She also is Vice President, Secretary and Chief Compliance Officer of
the other investment companies in the Investment Company Complex, and the
Investment Manager and certain of its affiliates. From 1993 to 1994, she was the
Blue Sky Paralegal for SunAmerica Asset Management Corporation and, from 1992 to
1993, she was Compliance Administrator and Blue Sky Administrator with
Prudential Securities, Inc. and Prudential Mutual Fund Management, Inc. She is a
member of the New York State Bar. She was born June 13, 1969.
The address of each executive officer of the Fund is 11 Hanover Square, New
York, New York 10005.
The following table presents certain information regarding the beneficial
ownership of the Fund's shares as of the Record Date by each officer and
Director of the Fund owning shares on such date. In each case, such amount
constitutes less than 1% of the Fund's outstanding shares.
Name of Officer or Director Number of Shares
- ------------------------------------------ ------------------------------
Steven A. Landis 50
Joseph Leung 0
Frederick A. Parker, Jr. 150
Deborah Ann Sullivan 0
Bassett S. Winmill 1,000
Mark C. Winmill 20
Thomas B. Winmill 20.743
Douglas Wu 0
Group and its subsidiaries, of which Bassett S. Winmill may be deemed a
controlling person, also own in the aggregate 101.111 Fund shares.
Mr. Winmill disclaims beneficial ownership of such shares.
A-2
<PAGE>
EXHIBIT B
The Articles of Incorporation of Bull & Bear U.S. Government Securities
Fund, Inc. shall be amended by striking Article II and inserting in lieu
thereof the following:
ARTICLE II NAME
The name of the corporation (hereinafter called the "Corporation")
is Bexil Corporation.
B-1
<PAGE>
EXHIBIT C
DESCRIPTION OF THE FUND'S PORTFOLIO SECURITIES
The Fund seeks to achieve its investment objective by investing primarily in
securities backed by the full faith and credit of the United States ("U.S.
Government Securities"). It is a fundamental policy of the Fund that it invest
at least 65% of its total assets in U.S. Government Securities, including direct
obligations of the United States (such as U.S. Treasury Bills, Notes and Bonds)
and securities issued by certain agencies of the U.S. Government (such as GNMA
Certificates).
The Fund may invest up to 35% of total assets in equity securities,
fixed-income securities, money market instruments, and securities of other
investment companies (a description of these securities and their risks is set
forth below) to the extent consistent with its investment objective. Issuers of
these securities may include U.S. and foreign entities, including small
capitalization companies, private companies and companies that invest or deal in
natural resources or commodities. The Fund will invest in such securities based
on the Investment Manager's analysis of issuer fundamentals, and technical and
economic trends.
Equity securities include common stocks, preferred stocks, securities that are
convertible into common stocks, depositary receipts, and warrants. Equity
securities fluctuate in price which will result in changes in the net asset
value of the Fund's shares and thus its net asset value total return. The value
of the Fund's investments in certain equity securities may be affected by
changes in the price of precious metals, such as gold, platinum and silver,
which have been influenced by industrial and commercial demand, investment and
speculation, and monetary and fiscal policies of central banks and governmental
and international agencies. Small capitalization companies carry additional
risks because their earnings are less predictable, their share prices more
volatile and their securities less liquid than those of larger, more established
companies.
Fixed-income securities include bonds, debentures, notes, mortgage-related
securities and asset-backed securities. The Fund will purchase only fixed-income
securities, other than convertible debt securities, that are rated investment
grade or, if unrated, of comparable quality as determined by the Investment
Manager. Convertible debt securities purchased by the Fund may be rated below
investment grade or, if unrated, of comparable quality as determined by the
Investment Manager. The Fund's investments in fixed-income securities will be
subject primarily to interest rate and credit risk. Interest rate risk is the
potential for a decline in bond prices due to rising interest rates. In general,
while interest-bearing securities are investments which promise a stable stream
of income, the prices of such securities are inversely affected by changes in
interest rates and, therefore, are subject to the risk of market price
fluctuations. These principles of interest rate risk also apply to U.S.
Government Securities, which are guaranteed only as to timely payment of
interest and principal when held to maturity. The current market prices for such
securities are not guaranteed and will fluctuate. Fixed-income securities also
are subject to credit risk, which is the possibility that the issuer of the
security will fail to make timely payments of interest or principal. The credit
risk to the Fund will depend on the quality of its investment. Convertible debt
securities rated below investment grade have higher credit risk and there is a
greater likelihood that interest and principal payments on such securities will
not be made on a timely basis. Mortgage-related and asset-backed securities are
a form of derivative instruments subject to both credit and prepayment risk, and
may be more volatile and less liquid than more traditional debt securities. If
the Fund invests in such securities and they are paid off substantially earlier
or later than expected, their value could decline, causing the Fund's net asset
value to decrease.
Money market instruments include U.S. Government Securities, certificates of
deposit, time deposits, bankers' acceptances, short-term investment grade
corporate bonds and other short-term debt instruments, and repurchase
agreements.
Investment company securities include those of other investment companies.
Investments in such securities generally involve duplication of advisory fees
and certain other expenses.
Any foreign securities the Fund purchases could carry additional risks such
as changes in currency exchange rates, a lack of adequate company information,
and political instability.
C-1
<PAGE>
Your vote is important! Please sign and date the proxy/voting instructions
card above and return it promptly in the enclosed postage-paid envelope or
otherwise to Bull & Bear U.S. Government Securities Fund, Inc. c/o Corporate
Election Services, P.O. Box 1150, Pittsburgh,
PA 15230, so that your shares can be represented at the Meeting.
Please fold and detach card at perforation before mailing.
Bull & Bear U.S. Government Securities Fund, Inc. Proxy/Voting Instruction Card
- --------------------------------------------------------------------------------
This proxy is solicited by and on behalf of the Fund's Board of Directors for
the Annual Meeting of Stockholders on _________, 1998, and at any postponement
or adjournment thereof.
The undersigned stockholder of Bull & Bear U.S. Government Securities Fund, Inc.
(the "Fund") hereby appoints Thomas B. Winmill and Deborah Ann Sullivan and each
of them, the attorneys and proxies of the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders to be
held at __________________ at _______ __.m. on ______________, 1998, and at any
postponement or adjournment thereof ("Meeting") to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Meeting
and otherwise to represent the undersigned at the Meeting with all of the powers
the undersigned possesses 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. The undersigned
hereby acknowledges receipt of the Notice of the Annual Meeting and the
accompanying Proxy Statement and revokes any proxy heretofore given for the
Meeting. If no directions are given, the proxies will vote FOR all proposals and
in their discretion on any other matter that may properly come before the
Meeting.
Sign here as name(s) appear to the left.
-------------------------
-------------------------
Signature(s) should be exactly as
name or names appearing on this form.
Please sign this proxy and return it
promptly whether or not you plan to
attend the Meeting. If signing for a
corporation or partnership or as agent,
attorney or fiduciary, indicate the
capacity in which you are signing. If you
do attend the Meeting and decide to
vote by ballot, such vote will supersede
this proxy.
Dated: , 1998
<PAGE>
Proxy to be signed and dated on the reverse side.
Please fold and detach card at perforation before mailing.
Bull & Bear U.S. Government Securities Fund, Inc.
Please mark your votes as in this example: (record)
- --------------------------------------------------------------------------------
Please sign, date and return this proxy/voting instructions card promptly in the
enclosed postage-paid envelope. If no direction is given on a proposal, the
proxies will vote FOR the proposal, in accordance with the Fund Board's
recommendations.
1. To elect the Nominee, Frederick A. Parker, Jr., as Class I Director to serve
for a five year term and until his successor is duly elected and qualified.
|_| FOR the Nominee |_| WITHHOLD authority for the Nominee
Frederick A. Parker, Jr. Frederick A. Parker, Jr.
2. To ratify the selection of Tait, Weller & Baker as the Fund's independent
auditors.
|_| FOR |_| AGAINST |_| ABSTAIN
3. To amend the Fund's Articles of Incorporation to change the Fund's name to
Bexil Corporation.
|_| FOR |_| AGAINST |_| ABSTAIN
