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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)
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
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / 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 Rule 14a-11(c) or Rule 14a-12
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: 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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PRELIMINARY PROXY STATEMENT, AS FILED APRIL 1999
MEETING OF STOCKHOLDERS OF
BULL & BEAR U.S. GOVERNMENT SECURITIES FUND, INC.
PROXY STATEMENT
OF KARPUS INVESTMENT MANAGEMENT
This proxy statement is furnished in connection with a
solicitation of proxies by Karpus Management, Inc. doing business as Karpus
Investment Management ("KIM"), to be used at a Special Meeting of Stockholders
of Bull & Bear U.S. Government Securities Fund, Inc., a Maryland corporation
(the "Fund"), and at any postponement or adjournment thereof. After reviewing
this Proxy Statement, PLEASE SIGN AND RETURN THE BLUE PROXY CARD TO
- ------------------------.
YOUR VOTE IS CRITICAL. KIM RECOMMENDS THAT YOU VOTE AGAINST THE INDEPENDENT
AUDITORS PROPOSED BY MANAGEMENT, VOTE AGAINST MANAGEMENT'S PROPOSAL TO CHANGE
THE FUND'S NAME AND VOTE FOR KIM'S PROPOSAL TO TERMINATE THE ADVISER.
The Special Meeting of Stockholders of the Fund will be held at the office of
_______________________________________ on __________________1999 at _______.
(the "Meeting").
KIM is dissatisfied with the years of poor investment management of
the Fund by CEF Advisers, Inc. (formerly Bull & Bear Advisers, Inc.) and the
poor leadership exhibited by the Fund's Board of Directors. The Fund's poor
management and leadership has resulted in its inferior investment performance.
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Management's Proposed Ratification of Auditors (VOTE "AGAINST")
The Fund's Management failed to ratify the Fund's auditor Tait Weller
& Baker at the annual meeting of stockholders held on December 18, 1998. The
stockholders voted their sentiment that they were fed up with the high
expenses and poor performance of their Fund. Management now proposes a
different auditor, Sanville & Co, without disclosing to the shareholders many
items they are entitled to know. How many CPA's are employed at Sanville? What
is their experience level and how many registered investment companies are
they the auditor for? Will Sanville & Co. agree with the Fund's high expenses?
KIM urges you to vote "against" ratification of the auditors proposed by the
Fund.
Management's Proposed change of the Fund's Name (VOTE "AGAINST")
The Fund's Management has proposed an amendment to the Fund's charter
to change the name of the Fund to "Bexil U.S. Government Securities Fund,
Inc.". Why do they HAVE TO CHANGE THE NAME? The answer to this question is
that they have sold the rights to the name "Bull & Bear" to the Royal Bank of
Canada and have not offered compensation to the Fund's stockholders for this
sale! The Fund's Management has not been truthful regarding this proposed name
change. KIM urges stockholders to vote "against" the proposed name change.
KIM'S Proposal. (VOTE "FOR")
The Investment Management Agreement dated September 12, 1996, as the
same may have been amended, extended, or restated, between Bull & Bear
Advisers, Inc. and Bull & Bear U.S. Government Securities Fund, Inc., shall be
terminated promptly
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following the meeting of stockholders of the Fund at which this proposal is
approved ("KIM's Proposal"). KIM URGES THE STOCKHOLDERS TO VOTE "FOR" KIM'S
PROPOSAL.
This proxy Statement is furnished in connection with a solicitation
of proxies by KIM to be used at the Meeting, Stockholders of record at the
close of business on ________1999 (the "Record Date") are entitled to be
present and to vote on matters at the Meeting. Holders of the common stock of
the Fund (the "Shares") are entitled to one vote for each Share held and
fractional votes for each fractional Share held. Stockholders of the Fund will
vote as a single class and will vote separately on each proposal. Shares
represented by executed and unrevoked proxies will be voted in accordance with
the specifications made thereon. If no instructions are given on KIM's blue
proxy card, such Shares will be voted AGAINST the proposed ratification of
auditors, AGAINST the proposed change of the Fund' name, FOR KIM's Proposal
and on any other matter that may properly come before the MEETING. If the
enclosed form of proxy is executed and returned, it nevertheless may be
revoked by a subsequently dated and properly executed proxy or by attending
the Meeting and voting in person.
As of the Record Date, there were ____________Shares issued
and outstanding entitled to be voted at the Meeting and KIM's clients held
_________ Shares, representing approximately ________% of the outstanding
shares. It is estimated that KIM's definitive proxy materials will be mailed
to stockholders of record on or about _______ 1999. The Fund's principal
executive offices are located at 11 Hanover Square, New York, NY 10005. Copies
of the Fund's most recent Annual and Semi-Annual
Reports are available without charge upon written request to the Fund at its
principal office or by calling toll-free 1-888-847-4200. CEF Advisers, Inc.,
formerly known as Bull & Bear Advisers, Inc. (the "Investment Manager"),
located at the Fund's principal office, is the Fund's investment manager. KIM
is located at 14A Tobey Village Office Park, Pittsford, NY 14534 and its fax
number is (716) 584-4315.
Explanation of KIM's Opposition to Management's Proposed Ratification of the
Selection of Auditors.
KIM objects to the high level of the Fund's expenses. The Fund has
one of the highest expense ratios in the industry (4.62% annualized for the
six months ending December 31, 1998). According to "The Thomas J. Herzfeld
1997-1998 Encyclopedia of Closed-End Funds," the Fund has the 4th highest
expense ratio of any fund in the bond Fund Category for the year ended June
30, 1997 (5.77% expense ratio).
The Fund's legal expenses alone from June 30, 1997 through
December 31, 1998, were $482,647 (according to the Fund's annual report of
June 30, 1998 and semi -annual report of December 31, 1998). Shareholders
voted their displeasure at the Fund's Management by refusing to ratify the
previous auditor of the Fund!
KIM believes the Fund can not issue an annual audited financial
report without an auditor that has been approved by the Fund's stockholders,
and because of this the Fund should be liquidated with net asset values paid
to the stockholders. Pursuant to the Investment Company Act of 1940, as
amended (the "1940 Act"), if the selection of an accountant has been rejected,
the vacancy so occurring may be filled by a vote of a
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majority of the outstanding Shares. For such purposes a majority means the
lesser of (a) at least 67% of the Shares present at the meeting, if the
holders of more than 50% of the Shares are present or presented by proxy, or
(b) more than 50% of the Shares are present or represented by proxy.
Pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and the rules and regulations promulgated thereunder, the Fund is
required to file with the Securities and Exchange Commission (the"SEC") and to
furnish to stockholders annual financial statements that are audited by
independent public accountants. Pursuant to the 1940 Act, it is unlawful for
the Fund to file with the SEC any financial statement signed or certified by
an independent public accountant unless such accountant has been ratified by
the stockholders.
If the stockholders do not approve the Fund's independent auditors,
the Fund will not be able to file the financial statements required by the
1934 Act. KIM believes that the Fund may be forced to be liquidated and
dissolved. This will result in the payment to each stockholder of the Fund's
net asset value per Share (less any costs of liquidation), which KIM believes
will be substantially more than the trading price of the Shares.
The Fund has not disclosed the experience of Sanville & Co. to the
shareholders. KIM believes that Sanville & Co. may be another of "Management's
auditors" that will continue to allow the Fund to charge the shareholders for
costs, that in the opinion of KIM, should be borne by the Fund's Management.
Join KIM again in sending a message to Management that the
stockholders are dissatisfied with the Fund's financial management.
<PAGE>
VOTE "AGAINST" THE RATIFICATION OF THE SELECTION OF THE FUND'S AUDITORS.
Explanation of KIM's Opposition to Management's Proposed Amendment to the
Fund's Charter to Change the Fund's Name.
In November of 1998, Management asked the stockholders to approve
amending the Fund's Articles of Incorporation to change the name of the Fund
to "Bexil Corporation". According to the Fund's Management the reason for this
change was to "enhance the acceptance of the Fund's shares in the
marketplace". It is the opinion of KIM that Management withheld the real
reason that it was proposing a name change: for several months Management had
been negotiating to sell the Fund's rights to use the name "Bull & Bear". On
the day before the annual meeting, Bull & Bear Group announced that they had
entered into a agreement whereby Royal Bank of Canada would acquire Bull &
Bear Securities, Inc., which was wholly owned by the "Group". As part of this
agreement with the Royal Bank, the "Group" would also transfer its rights to
the Bull & Bear name and subsequently change its name and names of its other
subsidiaries and affiliates. The "Group" received approximately $6 million
dollars for this transaction. The shareholders have received $0.00. It is the
belief of KIM that stockholders deserve $500,000.00 compensation for the sale
of the name. This would be about $0.66 per share for each share held.
Join KIM again in sending a message to Management that the
stockholders will not accept the misleading and self-serving manner in which
management sold their fund's name.
<PAGE>
VOTE "AGAINST' AMENDING THE FUND'S CHARTER TO CHANGE THE FUND'S NAME.
Explanation of KIM's Proposal
KIM is proposing the termination of the Investment Management
Agreement of the Investment Manager with the Fund due to what KIM believes to
be inferior investment performance and uncontrolled expenses. KIM believes
that the Fund has generated inadequate investment returns for stockholders.
KIM also believes that the Fund's Management has consistently misled
shareholders.
Management recommended to the shareholders to change the format of
the Fund in September of 1996 from open-end to closed-end. The result of this
was for the Fund to almost immediately trade at a market price discount to the
net asset value of the Fund. As of April 9, 1999, the Shares traded at a 5.93%
discount from net asset value. This means that shares sold in the marketplace
on this date were worth almost 6% less or $0.82 per share more if the Fund had
remained open-ended. The historic net asset value discount has ranged from
- -4.91% to -17.12% (time period of February 7, 1998 to April 9, 1999).
The Fund will take credit for what it reports is stellar performance.
They will cite isolated periods of time to substantiate this fact. However, it
is the belief of KIM, that short periods of time are meaningless to be an
accurate judge of performance. If you are a stockholder that owned shares of
the Fund when it was in open-end format, the performance touts of the Fund
mean nothing to you. These stockholders are still experiencing a market price
loss if sold. Management can certainly take credit for their
recommendation for changing the Fund's format, resulting in the Shares selling
at a constant discount to net asset value.
KIM believes, that if it were not for KIM purchasing shares of the
Fund, which we believe helped to support the market price, along with KIM's
pursuit to improve investment performance of the Fund, the Fund would have
experienced even worse market performance. Because of KIM's attempt to improve
performance of the Fund and retain the original investment objective of the
Fund, Management has attempted to force KIM into selling all the shares of the
Fund that KIM represents. KIM believes the act of selling over 15% of the
outstanding shares of the Fund within a limited time period would have a
devastating effect on the market price of the shares.
As computed on Bloomberg Analytic's, the simple price appreciation or
depreciation (net change in price) of the net asset value of the Fund, which
does not include dividends being reinvested, from February 7, 1997 (the first
net asset value reported to Bloomberg) to April 9, 1999 equaled a -3.32%
annual equivalent. (Annual equivalent is the annual representation of a
securities yield, which pays interest more than once a year.)
From October 4, 1996 through and including April 9, 1999, the trading
price of the Shares has experienced an 11.86% price decline. During this
period, the total return of the Fund, including dividends being reinvested in
Shares equaled an annual equivalent of 2.72%, while the Merrill-Lynch 1-10
year U.S. Government Note and Bond Index generated an annualized return of
7.24%.
The 8% distribution policy adopted by the Fund is eroding the net
asset value of the Fund. The 8% distribution policy pays dividends to the
stockholders equal to 2% of
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the net asset value of the Fund on a quarterly basis, whether or not the Fund
earns 2%. In the past Management has stated that KIM is against high dividend
policies. KIM would love to see high dividends generated by the Fund, BUT they
have to earn them, not give stockholders back their own money.
According to tax information released by the Fund and received by
KIM, the Fund originally declared all distributions received for 1998 to be
dividends. However, the Fund has to reallocate the return to represent that
19.74% of the distributions received for the 1998 calendar year consisted of
return of capital. KIM also believes that this information was not forwarded
to all stockholders (according to information received by Depository Trust
Company), and was not available in a timely fashion, causing many stockholders
to OVERPAY their income taxes. When stockholders receive return of capital as
part of a dividend, they should reduce their cost basis by the amount of
capital received. Additionally, this could potentially cause further needless
tax liabilities upon the sale of the security.
KIM believes that it is in the best interest of the Fund to seek
another manager and adviser that ranks in the top quartile of fixed income
managers by nationally recognized services. KIM would like the new manager to
be responsive to recommendations, such as to liquidate the Fund, to open-end
the Fund, to merge the Fund with another fund of similar characteristics or
initiate Share repurchase programs and tender offers. The stockholders deserve
a manager that will work for them in increasing their investment return.
Cede & Co., the nominee of Depository Trust Co. ("DTC") brought this
proposal on behalf of its principals Citibank N.A. and Chase Manhattan Bank,
who have
represented to Cede & Co. that they intend, through their customer KIM, to
appear in person or by proxy at the Meeting of the Fund to bring KIM's
Proposal before the meeting.
The approval of KIM's Proposal requires the affirmative vote of
either of (a) more than 50% of the outstanding Shares or (b) if the holders of
more than 50% of the outstanding Shares are present or represented by proxy at
the Meeting, 67% of such Shares.
KIM RECOMMENDS THAT STOCKHOLDERS TERMINATE THE INVESTMENT MANGEMENT AGREEMENT
OF THE INVESTMENT MANAGER OF THE FUND
Additional information
KIM and the following advisory clients for which it acts as
investment adviser will bear the cost of soliciting proxies: Acra-Local 725
Pension Trust of Dade, Amalgamated Transit Union Local #1342, Cardinal
American Corporation, Jeffrey I Cooper, Elderwood Affiliates Inc. Retirement
Plan, Seymour Fisher Marital Tr., Fish Furniture Profit Sharing Trust, Hugh V.
Foley MD IRA Rollover, The William and Estelle Golub Foundations Inc, Hammer
Lithograph Corp Deferred Profit Sharing, Peter Russo Trustee U/W William
Henderson FBO F. Elizabeth, InterMetro Inc. Corp. Salaried Employees Pension
Trust, James W. Morris IRA Rollover, Plumbers & Pipefitters Local 138 Pension
Fund, Roman Catholic Diocese of Syracuse Inc., Sheet Metal Workers Local 46
Annuity Fund., Sheet Metal Workers Local 46 Pension Fund, YWCA of Rochester
and Monroe County Board Designated Fund, YWCA of Rochester & Monroe County
<PAGE>
Endowment Fund, R.M. Blumenberg MD, M.L. Gelfand MD, P.A. Skudder MD
Retirement Plan, John W. Brown Jr. IRA Rollover, Gateway Longview Inc, Asset
Management, Golub Corporation Employees Retirement Plan, James Vazzanna,
Patricia Vazzanna & Michael Ray as Trustees for Andrew J. Kirch Charitable
Remainder Trust U/Paragraph 7th of Will, R. Edward Lodico IRA Rollover, Ronald
and Judith Newman, and Siewert Equipment Co. Inc. Deferred Profit Sharing
Plan.
In addition to the use of the mails, proxies may be solicited
personally, by telephone or by other means, and such clients may pay persons
holding Shares in their names or those of their nominees for their expenses in
sending soliciting materials to their principals. Solicitations may be made by
regular employees of KIM. In addition, KIM may retain an agent to solicit
proxies on behalf of KIM. Additional costs and expenditures, including fees
for attorneys, printing and mailing are anticipated to be approximately $ .
Authorizations to execute proxies may be obtained by telephonic instructions
in accordance with procedures designed to authenticate the stockholder's
identity. In all cases where a telephonic proxy is solicited, the stockholder
will be asked to provide his or her address, social security number (in the
case of an individual) or taxpayer identification number (in case of an
entity) or other identifying information, the number of Shares owned, and to
confirm that the stockholder has received KIM's Proxy Statement and proxy
card. Within 48 hours of receiving a stockholder's telephonic voting
instruction, and prior to the Meeting, a confirmation will be sent to the
stockholder to ensure that the vote has been taken in accordance with the
stockholder's instructions and to provide a telephone number to call
immediately if the stockholder's instructions are not correctly reflected in
the confirmation. Stockholders
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requiring further information with respect to telephonic voting instruction or
the proxy in general should contact Karpus Management Inc., toll-free at
800-646-4005. KIM intends to seek reimbursement from the Fund to itself and
its advisory clients for some or all of their costs of solicitation.
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 on a particular matter with respect to which the broker or nominee
does not have discretionary power to vote the Shares) or is an abstention
(collectively "abstentions") the 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. Abstention, however, will have the
affect of a "no" vote for the purpose of obtaining requisite approval for
Proposals 1,2, and 3. Generally, abstention has the effect of a "no" vote with
respect to requirements under the 1940 Act and such action will constitute the
presence of such Shares for purposes of determining a quorum.
Each of Management's proposals and KIM's Proposal is the subject of a
proxy contest between KIM and the Fund's Management. Accordingly, KIM believes
that brokers may not vote or submit proxies with respect to such matters,
unless they are so instructed by the beneficial owners or other persons
authorized to vote their Shares. If a broker believes that it is permitted to
vote or submit proxies on specific matters without instructions, KIM believes
that such broker should exercise its discretion not to vote and
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not to submit any proxies. KIM believes that the stockholders alone should
cast or withhold votes on the entire proxy.
A quorum for the Meeting is constituted by the presence in person or
by proxy of the holders of a majority of the outstanding Shares entitled to
vote at the Meeting. If a quorum is not present at the Meeting, or if a quorum
is present but sufficient votes to approve any of the proposal 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 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.
Litigation
In an action pending before the United States District Court,
Southern District of New York, the Fund's Management has alleged that KIM has
damaged the Fund's Trading market and violated Section 16 (b) of the 1934 Act
and Rule 10b-5 under such Act. KIM has repeatedly denied these allegations and
is defending this action vigorously. KIM believes that its activities have
helped to support the market price of the Fund and have in no manner damaged
the Fund's trading market. On the other hand, Management has
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demanded that KIM sell all of its Shares during a six month period, without
regard to the severe damage to the Fund's market that such sales could cause.
KIM believes that Management is using this action to force KIM to
incur additional expenses, to harass KIM's clients and to discourage KIM from
pursuing its rights as a stockholder on behalf of its clients.
Management refused to provide a list of stockholders to KIM, alleging
improper purposes. KIM believes that, as a stockholder of more than 5% of the
Fund for more than six months, KIM was entitled to such list under Maryland
law. KIM commenced an action in Maryland to obtain the stockholders list and
inspect the books and records of the Fund. Despite an estimated litigation
cost of $5-10,000, KIM and the Accounts spent more than $45,000 to attempt to
protect their rights. Expecting that continuing such action would cost at
least another $30,000, KIM proposed and both parties agreed to a stipulation
of voluntary dismissal with prejudice.
On December 22, 1998 KIM initiated action in the United States
District Court for the District of Maryland (Northern Division) in the form of
a one-count complaint seeking to compel BBG to make its voting record
available for inspection. After preliminary proceedings, BBG was ordered to
produce the voting records and production was made on February 25, 1999. The
Fund has asserted counter-claims against KIM claiming misleading proxy
statements in connection with the 1998 proxy contest and is seeking to
invalidate votes cast by KIM supporters. The Fund is also claiming defamation
damages. Kim is vigorously defending these claims. The outcome of this matter
can not be predicted with certainty. On April 15, 1999 KIM filed a motion
seeking the Courts permission to file an amended complaint alleging proxy
violations
<PAGE>
against BBG in connection with the December 18, 1998 annual meeting. Once
again the outcome of this matter can not be predicted with any certainty.
VOTE "AGAINST" MANAGEMENT'S PROPOSALS TO RATIFY THE SELECTION OF AUDITORS AND
TO CHANGE THE FUND'S NAME. AND VOTE "FOR" KIM'S PROPOSAL.
PLEASE VOTE THE BLUE PROXY CARD PROMPTLY. IF YOU HAVE ANY
QUESTIONS OR WISH TO DISCUSS ANY ISSUES WHICH MAY BE OF CONCERN TO YOU, WE
URGE YOU TO CONTACT KIM. PLEASE CALL 1-800 646-4005 ANYTIME BETWEEN 8:30 A.M.
AND 5:00 P.M.
KARPUS MANAGEMENT, INC. d/b/a
KARPUS INVESTMENT MANAGEMENT
14 A Tobey Village Office Park
Pittsford, New York 14534
THIS PROXY IS SOLICITED ON BEHALF OF KARPUS INVESTMENT MANAGEMENT ("KIM")
ON BEHALF OF ITS CLIENTS, AS STOCKHOLDERS.
The undersigned hereby appoints George W. Karpus and Joel Negrin, as
Proxies, each with the power to appoint his substitute, and hereby authorizes
each of them to represent and to vote, as designated below, all the shares of
common stock of Bull & Bear U.S. Government Securities Fund, Inc. outstanding
in the name of the undersigned on ____________________1999, at the meeting of
stockholders to be held on ________, 1999 or any adjournment(s) thereof. IF NO
DIRECTIONS ARE GIVEN, THE
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PROXIES WILL VOTE "AGAINST" MANAGEMENT'S PROPOSAL TO RATIFY THE SELECTED
AUDITORS, "AGAINST" MANAGEMENT'S PROPOSAL TO CHANGE THE FUND'S NAME, "FOR"
KIM'S PROPOSAL AND IN THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY/VOTING INSTRUCTIONS
CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
KIM recommends a vote "AGAINST" the ratification of the selection of
Sanville & Company as the Fund's auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
KIM recommends a vote "AGAINST" the amendment of the Fund's Charter
to change the Fund's name to Bexil U.S. Government Securities Fund, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE)
KIM RECOMMENDS A VOTE "FOR" KIM'S PROPOSAL TO TERMINATE THE
INVESTMENT MANAGEMENT AGREEMENT.
The Investment Management Agreement dated September 12, 1996, as the same may
have been amended, extended or restated, between Bull & Bear Advisers, Inc.
and Bull & Bear U.S. Government Securities Fund, Inc. shall be terminated
promptly following the meeting of stockholders of the Fund at which this
proposal is approved.
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[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy will be voted as indicated, but if no direction is given,
this proxy will be voted as KIM recommends.
Remember - The last proxy you sign, date and submit will be the proxy
that counts for your vote. Make sure to date this proxy and tovote the way you
wish.
--------------------------
Signature
--------------------------
Signature, if held jointly
Dated: _____________, 1999
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as
such. If a corporation, please sign in
full corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
