BULL & BEAR FUNDS II INC
497, 1995-05-10
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   Bull & Bear Global Income Fund seeks to provide  shareholders a high level of
income. Capital appreciation is a secondary objective. The Fund seeks to achieve
its objectives by investing  primarily in a global portfolio of investment grade
fixed income securities. Dividends are paid monthly.

   By investing in both domestic and  international  fixed income  markets,  the
Fund can expand  investment  horizons  while  providing  an  effective  means of
reducing volatility associated with concentration in a single country or region.
Because the economies,  interest rates,  and currency  exchange rates of foreign
countries often follow different cycles, the resulting  variation of performance
by the world's fixed income markets may provide an effective  means of balancing
an  investor's  portfolio.  The  Fund  cannot  guarantee  it  will  achieve  its
investment objectives.


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

             NEWSPAPER  LISTING.  Shares  of the Fund are sold at the net  asset
             value per share which is shown daily in the mutual fund  section of
             newspapers under the "Bull & Bear Group" heading.

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

   This  Prospectus  sets  forth  concisely  information  about  the Fund  which
prospective  investors ought to know before  investing in the Fund and should be
retained  for  future  reference.   A  careful  reading  of  the  Prospectus  is
recommended prior to any investment. A Statement of Additional Information about
the Fund dated November 1, 1994, as amended or  supplemented  from time to time,
has been filed with the  Securities  and Exchange  Commission,  is  incorporated
herein by reference,  and is available to prospective  investors  without charge
upon request to the Fund's  Distributor,  Bull & Bear Service  Center,  Inc., 11
Hanover Square, New York, NY 10005, 1-800-847-4200/1-212-363-1100. Shares of the
Fund are not bank deposits or  obligations  of, or guaranteed or endorsed by any
bank or any affiliate of any bank, and are not Federally insured by, obligations
of or otherwise supported by the U.S. Government,  the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other agency.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE
SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS
THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION 
PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.


                                                          1

<PAGE>



 Expense  Table.   The  tables  below  are  intended  to  assist   investors  in
understanding  the  costs  and  expenses  Fund  shareholders  bear  directly  or
indirectly.  A $2 monthly fee is charged where average monthly balances are less
than $500, except for accounts in the Bull & Bear Automatic  Investment  Program
where  shareholders  invest  $100 or  more  each  month  (see  "How to  Purchase
Shares").

Shareholder Transaction Expenses
Sales Load Imposed on Purchases.......................................... NONE
Sales Load Imposed on Reinvested Dividends............................... NONE
Deferred Sales Load...................................................... NONE
Redemption Fees.......................................................... NONE
Exchange Fees............................................................ NONE
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees......................................................... 0.70%
12b-1 Fees.............................................................. 0.50%
Other Expenses.......................................................... 0.78%
                                                                         ----
Total Fund Operating Expenses........................................... 1.98%


<TABLE>
<CAPTION>
Example                                                                     1 year     3 years   5 years    10
years
                                                                            ------     -------   -------    --------
<S>                                                                           <C>         <C>       <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return and a redemption at the end of each time period:                $20         $62   
   $107       $231

</TABLE>

The example should not be considered a representation of past or future expenses
and actual  performance  and expenses  may be greater or lesser than shown.  The
percentages  given for "Annual Fund Operating  Expenses" are based on the Fund's
operating  expenses  and average  daily net assets  during its fiscal year ended
June 30, 1994. Long term shareholders may pay more than the economic  equivalent
of the maximum  front-end sales charge permitted by the National  Association of
Securities Dealers, Inc.'s ("NASD") rules regarding investment companies. "Other
Expenses"  include  amounts  paid to the  Fund's  Custodian  (net  of  brokerage
commission  credits  pursuant to an  arrangement  not  anticipated to materially
increase brokerage commissions paid by the Fund -- see "The Investment Manager")
and Transfer and Dividend Disbursing Agent and reimbursements to the Manager and
the  Distributor  for  certain  administrative  and  shareholder  services.  The
assumption  in the Example of a 5% annual return is required by  regulations  of
the Securities and Exchange  Commission  ("SEC") and is not a prediction of, and
does not represent the Fund's projected or actual performance.

Financial  Highlights for a share of capital stock  outstanding  throughout each
period.  The  following  information  is  supplemental  to the Fund's  financial
statements and report thereon of Tait, Weller & Baker,  independent accountants,
appearing in the June 30, 1994 Annual Report to Shareholders and incorporated by
reference in the  Statement of Additional  Information.  Until October 29, 1992,
the Fund's  investment  objective was to obtain for its shareholders the highest
income over the long term and the Fund followed a policy of investing  primarily
in lower rated debt securities of U.S. companies.

<TABLE>
<CAPTION>
                                                                       Years Ended June 30
                                           
- ---------------------------------------------------------------------------------------
                                              1994     1993     1992     1991     1990     1989    1988    
1987     1986     1985
                                            -------  -------  -------  -------  -------  ------- -------- -------- --------
- -------
<S>                                         <C>      <C>      <C>      <C>      <C>      <C>     <C>     
<C>      <C>      <C>
Net asset value at beginning of period        $9.39    $8.56    $7.97    $8.67    $9.73  
$10.83   $13.04   $14.96   $14.42  $13.25
                                            -------  -------  -------  -------  -------  ------- -------- -------- --------
- -------
 Income from investment operations:
   Net investment income                        .60      .66      .77      .81      .99     1.27     1.41   
 1.76     1.89    1.94
   Net realized and unrealized gain
     (loss) on investments                    (1.02)     .92      .54     (.64)    (.97)   (1.13)   (2.19)  
(1.92)     .54    1.17
                                            -------  -------  -------  -------  -------  ------- -------- -------- --------
- -------
    Total from investment operations           (.42)    1.58     1.31      .17      .02      .14    
(.78)    (.16)    2.43    3.11
                                            -------  -------  -------  -------  -------  ------- -------- -------- --------
- -------
 Less distributions:
   Distributions from net investment income    (.60)    (.66)    (.72)    (.82)    (.98)   (1.24)  
(1.43)   (1.74)   (1.89)  (1.94)
   Distributions in excess of net
     investment income                         (.12)    (.09)    --         --       --     --       --         --    
- --        --
   Distributions from net realized gains         --       --     --         --       --     --       --      
(.02)    --        --
   Distributions from paid-in-capital            --       --     --       (.05)    (.10)    --       --         --  
  --        --
                                            -------  -------  -------  -------  -------  ------- -------- -------- --------
- -------
    Total distributions                        (.72)    (.75)    (.72)    (.87)   (1.08)   (1.24)   (1.43)  
(1.76)   (1.89)  (1.94)
                                            -------  -------  -------  -------  -------  ------- -------- -------- --------
- -------
Net asset value at end of period              $8.25    $9.39    $8.56    $7.97    $8.67    $9.73 
 $10.83   $13.04   $14.96  $14.42
                                            =======  =======  =======  =======  ======= 
======= ======== ======== ======== =======
TOTAL RETURN                                  (5.12)%  19.39%   17.09%    2.45%     .54%   
1.34%   (5.99)%  (1.01)%  17.99%  25.02%
- ------------                                =======  =======  =======  =======  ======= 
======= ======== ======== ======== =======

RATIOS/SUPPLEMENTAL DATA
Net assets at end of period
     (000's omitted)                        $44,355  $51,768  $44,323  $42,515  $51,318 
$82,520 $124,095 $206,251 $113,026 $33,489
                                            =======  =======  =======  =======  ======= 
======= ======== ======== ======== =======
Ratio of expenses to average net assets(a)     1.98%    1.95%    1.93%    1.95%   
1.72%    1.68%    1.71%    1.50%    1.37%   1.16%
                                            =======  =======  =======  =======  ======= 
======= ======== ======== ======== =======
Ratio of net investment income to average
     net assets(b)                             6.58%    7.44%    9.25%   10.08%   10.99%   12.08% 
 11.96%   12.40%   13.45%  13.86%
                                            =======  =======  =======  =======  ======= 
======= ======== ======== ======== =======
Portfolio turnover rate                         223%     172%     206%     555%     134%    
122%     124%      85%      77%    127%
                                            =======  =======  =======  =======  ======= 
======= ======== ======== ======== =======
- ----------
<FN>
(a) Ratio prior to reimbursement by the Investment Manager was 1.74% in 1989.
(b) Ratio prior to reimbursement by the Investment Manager was 12.02% in 1989.
</FN>
</TABLE>

Information relating to outstanding debt during the fiscal periods shown below.

                                        2

<PAGE>
<TABLE>
<CAPTION>



                        Amount of Debt         Average Amount of        Average Number of       
Average Amount of
 Fiscal Year Ended    Outstanding at End        Debt Outstanding       Shares
Outstanding         Debt Per Share
      June 30             of Period             During the Period        During the Period     
During the Period
      -------             ---------             -----------------        -----------------      -----------------
       <S>                  <C>                     <C>                     <C>                        <C>
       1994                   $ 0                   $204,441                5,715,428                  $0.04
       1993                 886,000                   45,252                5,158,922                   0.01
       1992                    0                     189,119                5,256,156                   0.04

</TABLE>

                                        3

<PAGE>




                                TABLE OF CONTENTS

Transaction and Operating Expenses..  2  Distributions and Taxes............. 11
Financial Highlights................  2  Determination of Net Asset Value.... 12
General.............................  3  The Investment Manager.............. 12
The Fund's Investment Program.......  3  Distribution of Shares.............. 13
How to Purchase Shares..............  5  Performance Information............. 13
Shareholder Services................  7  Capital Stock....................... 14
How to Redeem Shares................ 10  Custodian and Transfer Agent........ 14

                                     GENERAL

Global Income  Investing.  For more than three decades,  the growth rate of many
foreign  economies has exceeded that of the United States. At times, a number of
foreign fixed income markets have outperformed their U.S. counterparts. Although
there can be no assurances, foreign fixed income markets could continue to offer
attractive  investment  opportunities  from  time to time  relative  to the U.S.
market.  For the  individual  investor,  buying  foreign debt  securities can be
difficult: access to international markets is complicated,  few individuals have
the time or resources to evaluate foreign economies, markets and securities, and
transaction costs are generally high.

Purposes  of the Fund.  The Fund is for long term  investors  seeking the yields
offered worldwide by a portfolio  consisting primarily of investment grade fixed
income  securities,  together with the  advantages of  professional  management,
diversification,  and liquidity.  The net asset value of the Fund will change as
interest  rates and currency  prices  fluctuate and the Fund is subject to risks
unique to  global  investing.  The Fund  should  not be  considered  a  complete
investment program, and there is no assurance it will achieve its objectives.

Check Writing  Privilege for Easy Access.  Shareholders  have the convenience of
making  redemptions  without  charge simply by writing a check for $250 or more.
There is no limit on the number of checks a shareholder may write.

Monthly Income.  The Fund pays monthly  dividends to its  shareholders  from the
income it earns on its investments and from any net foreign  currency gains. The
Fund also distributes to shareholders  annually  substantially  all net realized
gains  from  the  sale of  securities  and  foreign  currencies,  if any,  after
offsetting  any capital loss  carryforward.  Distributions  may be reinvested in
shares  of  the  Fund  or  any  other  Bull & Bear  Fund  (see  "Dividend  Sweep
Privilege"), or at the shareholder's option, paid in cash.

Yield  Information.  Please call  1-800-847-4200 or 1-212-363-1100 to obtain the
Fund's yield.

Portfolio  Management.  The Fund's Portfolio Manager for the past four years has
been G.  Clifford  McCarthy,  Jr. Mr.  McCarthy is Senior Vice  President  and a
member of the Investment  Policy  Committee of Bull & Bear  Advisers,  Inc. (the
"Investment  Manager")  with  overall  responsibility  for the Bull & Bear fixed
income funds. Mr. McCarthy was formerly a partner of Salomon Brothers and a Vice
President  of  Citicorp  Investment  Management,   directing  its  fixed  income
portfolios. More recently, he was an officer of Printon, Kane & Co. and Balfour,
MacLaine Inc. A graduate of Wagner College,  Mr. McCarthy is a member of the New
York Bond Club.

                          THE FUND'S INVESTMENT PROGRAM

    The Fund's primary  investment  objective,  which may not be changed without
shareholder approval, is to seek to provide shareholders a high level of income.
The Fund's secondary  objective,  which may be changed by the Board of Directors
without shareholder approval, is capital appreciation. An investor's return will
consist of monthly dividends, capital appreciation or depreciation,  and foreign
currency gains or losses.


                                        4

<PAGE>



    The Fund will  normally  invest at least 65% of its net assets in investment
grade fixed income  securities which are rated, at the time of purchase,  BBB or
better by Standard & Poor's Ratings Group  ("Standard & Poor's"),  Baa or better
by Moody's Investors Service, Inc. ("Moody's") or, if unrated, are determined by
the Investment Manager to be of comparable quality.  The Fund may also invest up
to 35% of its assets in fixed income  securities rated BB, B, or CCC by Standard
& Poor's or Ba, B, or Caa by Moody's and in other securities  (including  common
stocks,  warrants,  options and securities  convertible into common stock), when
such  investments are consistent with its investment  objectives or are acquired
as part of a unit  consisting of a combination  of fixed income  securities  and
other  securities.  The Fund currently  expects to invest  predominately  in the
United States, Western Europe, Latin America, the Pacific Rim, South Africa, and
Canada. The Fund will normally invest in at least three different countries, but
may  invest  in fixed  income  securities  of only  one  country  for  temporary
defensive purposes.  When the Investment Manager believes unusual  circumstances
warrant a  defensive  posture,  the Fund may  commit  all or any  portion of its
assets  to cash  (U.S.  dollars  and/or  foreign  currencies)  or  money  market
instruments of U.S. and foreign issuers,  including  repurchase  agreements.  In
seeking to identify  the world's  best  performing  bonds and other fixed income
securities, the Investment Manager bases its investment decisions on fundamental
market  attractiveness,  interest rates and trends,  currency trends, and credit
quality.

    The Investment Manager undertakes several measures in seeking to achieve the
Fund's objectives:

o    First, the fixed income securities  purchased by the Fund will be primarily
     rated at the time of  purchase  in the top four  categories  by  Standard &
     Poor's or Moody's.  Ratings are not a guarantee  of quality and ratings can
     change  after a security is  purchased  by the Fund.  Moreover,  securities
     rated Baa by Moody's are deemed by that rating  agency to have  speculative
     characteristics.

o    Second, the Investment Manager actively manages the average maturity of the
     Fund's portfolio in response to expected interest rate movements in pursuit
     of capital appreciation or to protect against depreciation. Debt securities
     generally  change in value  inversely to changes in market  interest rates.
     Increases  in  market  rates  generally  cause  the  market  values of debt
     securities  to  decrease,  and vice  versa.  Movements  in  interest  rates
     typically  have a greater effect on the prices of longer term bonds than on
     those with  shorter  maturities.  When  anticipating  a decline in interest
     rates,  the  Investment  Manager will  attempt to lengthen the  portfolio's
     maturity to capitalize on the  appreciation  potential of such  securities.
     Conversely,  when  anticipating  rising rates, the Investment  Manager will
     seek  to  shorten   the  Fund's   maturity  to  protect   against   capital
     depreciation.  The Fund's portfolio may consist of long, intermediate,  and
     short maturities.  Consistent with seeking to maximize current income,  the
     proportion invested in each category can be expected to vary depending upon
     the Investment Manager's evaluation of the market outlook.

o    Third, the Investment Manager may employ certain  investment  techniques to
     seek to reduce the Fund's  exposure  to risks  involving  foreign  currency
     exchange rates. An increase in value of a foreign currency  relative to the
     U.S.  dollar (the dollar  weakens) will  increase the U.S.  dollar value of
     securities denominated in that foreign currency.  Conversely,  a decline in
     the value of a foreign  currency  relative  to the U.S.  dollar (the dollar
     strengthens) causes a decline in the U.S. dollar value of these securities.
     The percentage of the Fund's investments in foreign securities that will be
     hedged back to the U.S. dollar will vary depending on anticipated trends in
     currency  prices and the relative  attractiveness  of such  techniques  and
     other strategies.

There  is, of  course,  no  guarantee  that  these  investment  strategies  will
accomplish their objectives.

Foreign  Investments.  Investors  should  understand and consider  carefully the
substantial risks involved in foreign investing.  Foreign securities,  which are
generally  denominated  in  foreign  currencies,   and  utilization  of  forward
contracts on foreign currencies involve certain  considerations  comprising both
risk and opportunity not typically associated with investing in U.S. securities.
These   considerations   include:   fluctuations  in  currency  exchange  rates;
restrictions  on  foreign  investment  and  repatriation  of  capital;  costs of
converting  foreign  currency into U.S.  dollars;  greater price  volatility and
trading   illiquidity;   less  public  information  on  issuers  of  securities;
difficulty  in enforcing  legal  rights  outside of the United  States;  lack of
uniform accounting,  auditing,  and financial reporting standards;  the possible
imposition of foreign taxes, exchange controls, and currency restrictions;  and,
the possible greater political,  economic,  and social instability of developing
as well as developed countries including without limitation nationalization,

                                        5

<PAGE>



expropriation of assets, and war. Furthermore,  individual foreign economies may
differ favorably or unfavorably from the U.S. economy in such respects as growth
of gross national product,  rate of inflation,  capital  reinvestment,  resource
self-sufficiency,  and balance of payments position.  Securities of many foreign
companies  may be less liquid and their  prices more  volatile  than  securities
issued by comparable U.S.  issuers.  Transactions  in foreign  securities may be
subject to less efficient settlement practices. These risks are often heightened
when the Fund's investments are concentrated in a small number of countries.  In
addition,  because  transactional and custodial  expenses for foreign securities
are generally higher than for domestic securities, the expense ratio of the Fund
can be expected to be higher than investment companies investing  exclusively in
domestic securities.

    Since investments in foreign  securities  usually involve foreign currencies
and  since the Fund may  temporarily  hold  funds in bank  deposits  in  foreign
currencies  in order to  facilitate  portfolio  transactions,  the  value of the
assets of the Fund as measured in U.S.  dollars  may be  affected  favorably  or
unfavorably by changes in foreign  currency  exchange rates and exchange control
regulations.  For example, if the value of the U.S. dollar decreases relative to
a  foreign  currency  in  which a Fund  investment  is  denominated  or which is
temporarily held by the Fund to facilitate portfolio transactions,  the value of
such Fund  assets and the Fund's net asset  value per share will  increase,  all
else  being  equal.  Conversely,  an  increase  in the value of the U.S.  dollar
relative  to such a foreign  currency  will  result in a decline in the value of
such  Fund  assets  and its net  asset  value  per  share.  The Fund  may  incur
additional  costs in connection  with  conversions  of currencies and securities
into  U.S.  dollars.  The  Fund  will  conduct  its  foreign  currency  exchange
transactions  either on a spot (i.e.,  cash)  basis,  or through  entering  into
forward  contracts.  The Fund generally  will not enter into a forward  contract
with a term of greater than one year.

    The Fund may invest in  securities  of issuers  located in  emerging  market
countries.  The risks of  investing  in foreign  securities  may be greater with
respect to  securities  of issuers  in, or  denominated  in the  currencies  of,
emerging market countries.  The economies of emerging market countries generally
are heavily dependent upon  international  trade and accordingly,  have been and
may  continue to be adversely  affected by trade  barriers,  exchange  controls,
managed adjustments in relative currency values and other protectionist measures
imposed or negotiated by the countries  with which they trade.  These  economies
also have been and may continue to be adversely affected by economic  conditions
in the  countries  with which they  trade.  The  securities  markets of emerging
market countries are substantially smaller, less developed, less liquid and more
volatile than the securities markets of the U.S. and other developed  countries.
Disclosure  and  regulatory  standards in many  respects  are less  stringent in
emerging market  countries than in the U.S. and other major markets.  There also
may be a lower level of monitoring  and  regulation of emerging  markets and the
activities of investors in such markets, and enforcement of existing regulations
may be extremely limited.  Investing in local markets,  particularly in emerging
market countries,  may require the Fund to adopt special procedures,  seek local
government approvals or take other actions, each of which may involve additional
costs  to the  Fund.  Certain  emerging  markets  countries  may  also  restrict
investment  opportunities in issuers in industries  deemed important to national
interests.

U.S. and Foreign Government Securities.  The U.S. Government securities in which
the Fund may invest include direct  obligations of the U.S.  Government (such as
Treasury  bills,  notes and bonds)  and  obligations  issued by U.S.  Government
agencies and instrumentalities. Agencies and instrumentalities include executive
departments  of  the  U.S.  Government  or  independent  Federal   organizations
supervised   by   Congress.   Although   all   obligations   of   agencies   and
instrumentalities  are not direct obligations of the U.S.  Treasury,  payment of
the interest and principal on these  obligations is generally backed directly or
indirectly  by the U.S.  Government.  This  support  can range  from  securities
supported by the full faith and credit of the United States (for  example,  U.S.
Treasury  securities),  to securities that are supported  solely or primarily by
the  creditworthiness  of the issuer  (for  example,  securities  of the Federal
National Mortgage  Association,  Federal Home Loan Mortgage  Corporation and the
Tennessee Valley  Authority).  In the case of obligations not backed by the full
faith and credit of the United  States,  the Fund must look  principally  to the
agency or  instrumentality  issuing or guaranteeing  the obligation for ultimate
repayment and may not be able to assert a claim against the United States itself
in the  event  the  agency  or  instrumentality  does not meet its  commitments.
Accordingly,  these  securities may involve more risk than securities  backed by
the U.S. Government's full faith and credit.


                                        6

<PAGE>



    The  foreign  government  securities  in which  the Fund  invests  generally
consist of obligations supported by national, state or provincial governments or
similar political  subdivisions.  The foreign government securities in which the
Fund may also invest include the obligations of supranational  agencies, such as
the  International  Bank for  Reconstruction  and Development  (the World Bank).
Supranational  agencies  rely  on  funds  from  participating  countries,  often
including the United States,  from which they must request funds.  Such requests
may not always be honored. The obligations of supranational agencies,  depending
on where and how are issued, may be subject to some of the risks discussed above
with respect to foreign securities.

    Investments in foreign government debt securities involve special risks. The
issuer of the debt or the governmental authorities that control the repayment of
the debt may be unable or unwilling  to pay interest or repay  interest or repay
principal  when due in accordance  with the terms of such debt, and the Fund may
have  limited  legal  recourse  in the event of default.  Political  conditions,
especially  a  sovereign  entity's  willingness  to meet  the  terms of its debt
obligations, are of considerable significance.

Securities  of Private  Issuers.  The  securities  of U.S.  and foreign  private
issuers in which the Fund invests may be  denominated  in U.S.  dollars or other
currencies,  including  obligations of U.S. and foreign  issuers payable in U.S.
dollars  outside the United States  ("Euros") and obligations of foreign issuers
payable  in U.S.  dollars  and  issued in the  United  States  ("Yankees").  The
securities of private issuers may include corporate bonds,  notes and commercial
paper, as well as certificates of deposit,  time deposits,  bankers' acceptances
and other  obligations  of U.S.  banks and their  branches  located  outside the
United States, U.S. branches of foreign banks, foreign branches of foreign banks
and U.S.  agencies of foreign  banks and wholly owned  banking  subsidiaries  of
foreign banks located in the United States.  The  securities of private  issuers
also may include  common  stocks and other equity  securities  such as warrants,
options and securities  convertible into common stock, when such investments are
consistent  with the Fund's  investment  objectives or are acquired as part of a
unit consisting of fixed income and equity securities.

Fixed Income  Securities.  The Fund is permitted  to purchase  investment  grade
fixed income securities.  Securities rated BBB or better by Standard & Poor's or
Baa or better by Moody's are investment grade but Moody's  considers  securities
rated Baa to have speculative characteristics. Changes in economic conditions or
other  circumstances  are more  likely to lead to a weakened  capacity  for such
securities  to  make  principal  and  income  payments  than  is  the  case  for
higher-rated  securities.  The Fund also may  invest up to 35% of its  assets in
fixed income  securities  rated below investment grade but not lower than CCC by
Standard  & Poor's  or Caa by  Moody's.  These  securities  are  deemed by those
agencies to be in poor standing and predominantly  speculative;  the issuers may
be in default on such  securities or deemed  without  capacity to make scheduled
payments of income or repay principal,  involving major risk exposure to adverse
conditions.  The Fund is also permitted to purchase fixed income securities that
are not rated by  Standard & Poor's or Moody's but that the  Investment  Manager
determines to be of comparable  quality to that of rated securities in which the
Fund  may  invest.  Such  securities  are  included  in  percentage  limitations
applicable to the comparable rated securities.

    Ratings of fixed income securities  represent the rating agencies'  opinions
regarding  their  quality,  are not a guarantee  of quality,  and may be lowered
after a fund has acquired the  security.  The  Investment  Manager will consider
such an event  in  determining  whether  the Fund  should  continue  to hold the
security  but is not  required  to  dispose  of it.  Credit  ratings  attempt to
evaluate  the safety of  principal  and income  payments and do not evaluate the
risk of  fluctuations  in market value.  Also,  rating agencies may fail to make
timely  changes in credit ratings in response to subsequent  events,  so that an
issuer's  financial  condition may be better or worse than the rating indicates.
See the  Appendix  to the  Statement  of  Additional  Information  for a further
description of Standard & Poor's and Moody's ratings.

    Lower rated fixed income  securities  generally offer a higher current yield
than that  available on higher grade  issues.  However,  lower rated  securities
involve higher risks, in that they are especially  subject to adverse changes in
general  economic  conditions  and in the  industries  in which the  issuers are
engaged,  to changes in the  financial  condition of the  issuers,  and to price
fluctuations  in  response  to  changes in  interest  rates.  During  periods of
economic  downturn  or rising  interest  rates,  highly  leveraged  issuers  may
experience  financial  stress which could adversely affect their ability to make
payments of principal and income and increase the possibility of default.

                                        7

<PAGE>




    In addition, such issuers may not have more traditional methods of financing
available to them,  and may be unable to repay debt at maturity by  refinancing.
The risk of loss due to default by such issuers is significantly greater because
such securities  frequently are unsecured and  subordinated to the prior payment
of senior  indebtedness.  The market for lower  rated  securities  has  expanded
rapidly in recent years,  and its growth  paralleled a long economic  expansion.
The prices of many lower rated  securities  have declined  substantially  in the
past,  reflecting  an  expectation  that many issuers of such  securities  might
experience  financial  difficulties.  As a result,  the  yields  on lower  rated
securities rose  dramatically,  but such higher yields did not reflect the value
of the income stream that holders of such  securities  expected,  but rather the
risk that holders of such securities  could lose a substantial  portion of their
value as a result of the issuers' financial  restructuring or default. There can
be no assurance  that such price  declines will not recur.  The market for lower
rated issues  generally is thinner and less active than that for higher  quality
securities,  which may limit the Fund's ability to sell such  securities at fair
value in  response  to changes  in the  economy or  financial  markets.  Adverse
publicity  and  investor  perceptions,  whether  or  not  based  on  fundamental
analysis,  may also decrease the value and liquidity of lower rated  securities,
especially in a thinly traded market.

    During its 1994 fiscal year, the Fund invested 64% of its average annual net
assets in debt securities that had received a rating from Standard & Poor's. The
remaining 36% can be classified as non-rated debt securities, other fixed income
securities,   equities  and  other  net  assets.  The  Fund  had  the  following
percentages of its average net assets invested in rated  securities:  AAA -- 8%,
AA-- 9%, A -- 5%,  BBB -- 24%,  BB -- 8%, B -- 8%; CCC -- 2%. It should be noted
that this  information  reflects the average  composition  of the Fund's  assets
during the fiscal year ended June 30, 1994 and is not necessarily representative
of the Fund's  assets as of the end of that fiscal year,  the current year or at
any time in the future.

Preferred  Securities.  The fixed income securities in which the Fund may invest
includes preferred share issues of U.S. and foreign  companies.  Such securities
involve greater risk of loss of income than debt securities  because issuers are
not  obligated  to  pay  dividends.   In  addition,   preferred  securities  are
subordinate to debt securities,  and are more subject to changes in economic and
industry  conditions  and in the  financial  conditions  of the  issuers of such
securities.

Convertible Securities.  The Fund may invest in convertible securities which are
bonds, debentures, notes, preferred stocks or other fixed income securities that
may be converted into or exchanged for a specified amount of common stock of the
same or a different  issuer  within a  particular  period of time at a specified
price or formula. A convertible security entitles the holder to receive interest
generally paid or accrued on debt or the dividend paid on preferred  stock until
the  convertible  security  matures  or is  redeemed,  converted  or  exchanged.
Convertible  securities  have  unique  investment  characteristics  in that they
generally  (i) have  higher  yields than common  stocks,  but lower  yields than
comparable non-convertible  securities,  (ii) are less subject to fluctuation in
value than the underlying stock since they have fixed income characteristics and
(iii) provide the potential for capital  appreciation if the market price of the
underlying common stock increases.

    The value of a convertible  security is a function of its "investment value"
(determined  by its yield in comparison  with the yields of other  securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying  common  stock).  The investment  value of a convertible  security is
influenced by changes in interest  rates,  with  investment  value  declining as
interest rates  increase and  increasing as interest  rates decline.  The credit
standing  of the  issuer  and  other  factors  also  may have an  effect  on the
convertible  security's  investment value. The conversion value of a convertible
security is determined by the market price of the  underlying  common stock.  If
the conversion  value is low relative to the investment  value, the price of the
convertible  security  is  governed  principally  by its  investment  value  and
generally the conversion value decreases as the convertible  security approaches
maturity.  To the  extent  the  market  price  of the  underlying  common  stock
approaches  or  exceeds  the  conversion  price,  the  price of the  convertible
security will be increasingly influenced by its conversion value. In addition, a
convertible security will sell at a premium over its conversion value determined
by the  extent  to which  investors  place  value on the  right to  acquire  the
underlying  common stock while  holding a fixed income  security.  The Fund will
exchange or convert the convertible securities held in its portfolio into shares
of the underlying common stock when, in the Investment  Manager's  opinion,  the
investment  characteristics of the underlying common shares will assist the Fund
in achieving its investment objectives.

                                                          8

<PAGE>



Otherwise,  the  Fund may hold or trade  convertible  securities.  In  selecting
convertible  securities  for the Fund,  the  Investment  Manager  evaluates  the
investment  characteristics  of  the  convertible  security  as a  fixed  income
instrument and the investment  potential of the underlying  equity  security for
capital  appreciation.  In evaluating these matters with respect to a particular
convertible  security,   the  Investment  Manager  considers  numerous  factors,
including the economic and political outlook, the value of the security relative
to other  investment  alternatives,  trends in the  determinants of the issuer's
profits, and the issuer's management capability and practices.

Hedging and Income Strategies.  The Fund may purchase call options on securities
that the Investment  Manager intends to include in the Fund's portfolio in order
to fix the cost of a future  purchase  or to attempt  to enhance  return by, for
example,  participating in an anticipated price increase of a security. The Fund
may  purchase  put  options to hedge  against a decline  in the market  value of
securities  held in the Fund's  portfolio or to attempt to enhance  return.  The
Fund may write (sell)  covered put and call options on securities in which it is
authorized to invest.  The Fund may purchase and write  straddles,  purchase and
write put and call  options on bond  indexes,  and take  positions in options on
foreign   currencies  to  hedge  against  the  risk  of  foreign  exchange  rate
fluctuations  on foreign  securities  the Fund holds in its portfolio or that it
intends to  purchase.  The Fund may  purchase  and sell  interest  rate  futures
contracts,  bond index futures contracts and foreign currency futures contracts,
and may purchase put and call options and write  covered put and call options on
such futures contracts.

    The Fund may enter into forward currency  contracts to set the rate at which
currency exchanges will be made for contemplated or completed transactions.  The
Fund might also enter into forward currency  contracts in amounts  approximating
the value of one or more  portfolio  positions  to fix the U.S.  dollar value of
those  positions.  For example,  when the Investment  Manager  believes that the
currency  of a  particular  foreign  country  may suffer a  substantial  decline
against the U.S. dollar, the Fund may enter into a forward contract to sell, for
a fixed  amount of dollars,  the amount of foreign  currency  approximating  the
value of some or all of the  Fund's  portfolio  securities  denominated  in such
foreign  currency.  The Fund has no specific  limitation  on the  percentage  of
assets it may commit to foreign currency exchange contracts, except that it will
not enter into a forward contract if the amount of assets set aside to cover the
contract  would  impede  portfolio  management  or the  Fund's  ability  to meet
redemption requests.

    Strategies with options,  financial futures,  and forward currency contracts
may be limited by market conditions,  regulatory limits and tax  considerations,
and the Fund might not employ any of the strategies  described above.  There can
be no  assurance  that any  strategy  used  will be  successful.  The loss  from
investing in futures transactions is potentially unlimited.  Options and futures
may fail as hedging  techniques in cases where price movements of the securities
underlying  the  options and  futures do not follow the price  movements  of the
portfolio  securities  subject to the hedge.  Gains and losses on investments in
options  and  futures  depend on the  Investment  Manager's  ability  to predict
correctly the  direction of stock prices,  interest  rates,  and other  economic
factors.  In  addition,  the Fund will  likely be  unable to  control  losses by
closing its position where a liquid secondary market does not exist and there is
no assurance that a liquid secondary market for hedging  instruments will always
exist.  It also may be necessary to defer closing out hedged  positions to avoid
adverse tax  consequences.  The  percentage of the Fund's  assets  segregated to
cover its obligations  under options,  futures,  or forward  currency  contracts
could impede effective portfolio management or the ability to meet redemption or
other current obligations.

Repurchase  Agreements.  The Fund may enter into repurchase agreements with U.S.
banks or dealers involving securities in which the Fund is authorized to invest.
A  repurchase  agreement  is  an  instrument  under  which  the  Fund  purchases
securities  from a bank or dealer  and  simultaneously  commits  to  resell  the
securities  to the bank or dealer at an agreed  upon date and price.  The Fund's
custodian maintains custody of the underlying securities until their repurchase;
thus the  obligation  of the bank or dealer to pay the  repurchase  price is, in
effect, secured by such securities. The Fund's risk is limited to the ability of
the seller to pay the agreed upon amount on the  repurchase  date; if the seller
defaults,  the security  constitutes  collateral for the seller's  obligation to
pay. If, however,  the seller defaults and the value of the collateral declines,
the Fund may incur loss and  expenses in selling the  collateral.  To attempt to
limit the risk in  engaging  in  repurchase  agreements,  the Fund  enters  into
repurchase agreements only with banks and dealers believed by the

                                        9

<PAGE>



Investment Manager to present minimum credit risks in accordance with guidelines
established by the Board of Directors. The Fund will not enter into a repurchase
agreement with a maturity of more than seven days if, as a result, more than 15%
of its net assets would then be invested in such  agreements  and other illiquid
securities.

Reverse  Repurchase  Agreements.  The Fund may  enter  into  reverse  repurchase
agreements.  In such  agreements,  the Fund sells the  underlying  security to a
creditworthy  securities  dealer or bank and the Fund agrees to repurchase it at
an  agreed-upon  date and  price  reflecting  a market  rate of  interest.  Such
agreements  are  considered to be  borrowings  and involve  leveraging  which is
speculative and increases both investment  opportunity and investment  risk. The
Fund will limit its investments in reverse repurchase agreement transactions and
other  borrowings  to one third of the total value of the Fund's assets taken at
market value, less liabilities other than borrowings.  When the Fund enters into
reverse  repurchase  agreements,  its  custodian  will set aside in a segregated
account  cash  or   securities   of  the  U.S.   Government,   its  agencies  or
instrumentalities with a market value at least equal to the repurchase price. If
necessary,  assets will be added to the  account  daily so that the value of the
account will not be less than the amount of the Fund's purchase commitment. Such
agreements  are  subject to the risk that the benefit of  purchasing  a security
with the proceeds of the sale by the Fund will be less than the cost to the Fund
of transacting the reverse repurchase agreement. Such agreements will be entered
into when, in the judgment of the Investment  Manager,  the risk is justified by
the potential advantage to the Fund's total return.

Private Placements and Rule 144A Securities. The Fund may purchase securities in
private  placements  or  pursuant  to  the  Rule  144A  exemption  from  Federal
registration  requirements.  Because an active  trading market may not exist for
such securities, the sale of such securities may be subject to delay and greater
discounts than the sale of registered  securities.  Investing in such securities
could have the effect of increasing the level of Fund  illiquidity to the extent
that  qualified  institutional  buyers  become less  interested  in buying these
securities. The Fund will not invest more than 15% of its net assets in illiquid
assets and will not invest more than 10% of its total  assets in assets that are
illiquid  due to  restrictions  on the  sale of such  securities  to the  public
without registration under the Securities Act of 1933.

When-Issued  Securities.  The Fund may purchase  securities  on a  "when-issued"
basis. In such  transactions  delivery and payment occur at a date subsequent to
the date of the  commitment to make the  purchase.  Although the Fund will enter
into  when-issued  transactions  with the intention of acquiring the securities,
the Fund may sell the securities prior thereto for investment reasons, which may
result in a gain or loss.  Acquiring  securities in this manner  involves a risk
that yields  available on the delivery date may be higher than those received in
such transactions.  When the Fund agrees to purchase securities on a when-issued
basis,  its custodian will set aside in a segregated  account cash or securities
of the U.S. Government, its agencies or instrumentalities with a market value at
least equal to the amount of the commitment. If necessary,  assets will be added
to the account  daily so that the value of the account will not be less than the
amount of the Fund's purchase  commitment.  Failure of the issuer to deliver the
security may result in the Fund  incurring a loss or missing an  opportunity  to
make an alternative investment.

Lending.  Pursuant  to an  arrangement  with  its  custodian,  the Fund may lend
portfolio securities or other assets of the Fund to other parties limited to one
third of the Fund's total assets.  If the Fund engages in lending  transactions,
it  will  enter  into  lending   agreements  that  require  that  the  loans  be
continuously  secured  by cash,  securities  issued  or  guaranteed  by the U.S.
Government,  its agencies or  instrumentalities,  or any combination of cash and
such  securities,  as collateral equal at all times to at least the market value
of the assets lent. To the extent of such  activities,  the custodian will apply
credits against its custodial  charges.  There are risks to the Fund of delay in
receiving  additional  collateral and risks of delay in recovery of, and failure
to recover,  the assets lent should the borrower fail  financially  or otherwise
violate the terms of the lending agreement. Loans will be made only to borrowers
deemed  by the  Investment  Manager  to be of good  standing  and  when,  in the
judgment  of the  Investment  Manager,  the  consideration  which  can be earned
currently from such lending transactions  justifies the attendant risk. Any loan
made by the Fund will  provide  that it may be  terminated  by either party upon
reasonable notice to the other party.


                                                          10

<PAGE>



Portfolio  Turnover.  Given the  investment  objectives of the Fund, the rate of
portfolio  turnover will not be a limiting  factor when the  Investment  Manager
deems  changes  in  the  composition  of  the  portfolio  appropriate,  and  the
investment  strategy  pursued by the Fund therefore  includes the possibility of
short term transactions.  The Fund's portfolio turnover rate will vary from year
to year  depending on world market  conditions.  For the fiscal years ended June
30,  1994  and  1993,  the   portfolio's   turnover  rate  was  223%  and  172%,
respectively.   Higher  portfolio  turnover  involves   correspondingly  greater
transaction  costs and  increases the potential for short term capital gains and
taxes.

Other Information.  In addition to the Fund's primary investment objective,  the
Fund has adopted certain investment restrictions,  set forth in the Statement of
Additional  Information,  that are  fundamental  and cannot be  changed  without
shareholder  approval.  The Fund's secondary  investment objective and all other
investment  policies  are  nonfundamental  and may be  changed  by the  Board of
Directors without shareholder approval. The Fund may borrow money from banks for
temporary or emergency  purposes (not for leveraging or  investment)  but not in
excess of an amount to one  third of the Funds  total  assets.  The Fund may not
purchase  securities for investment while any bank borrowing equaling 5% or more
of its total assets is outstanding.

                             HOW TO PURCHASE SHARES

    The Fund's shares are sold on a continuing  basis at the net asset value per
share next  determined  after receipt and acceptance of the order by Bull & Bear
Service Center (see  "Determination  of Net Asset Value").  The minimum  initial
investment  is $1,000 for regular  accounts and $500 for  Individual  Retirement
Accounts ("IRAs") and profit sharing plans. The minimum subsequent investment is
$100.  The initial  investment  minimums  are waived for  investors  electing to
invest  $100 or more each month in the Fund  through  the Bull & Bear  Automatic
Investment Program.

Bull & Bear Automatic  Investment  Program.  By participating in the Bull & Bear
Automatic  Investment  Program,  a shareholder  can  establish a convenient  and
affordable long term investment  program.  The Program is designed to facilitate
the automatic monthly investment of $100 or more into the shareholder's account.

o   The Bull & Bear Bank Transfer Plan lets shareholders electronically purchase
    Fund shares on a certain day each month by  transferring a specified  dollar
    amount from the shareholder's regular checking account, NOW account, or bank
    money market deposit account.

o   Through  the  Bull  &  Bear  Salary   Investing  Plan,  part  or  all  of  a
    shareholder's salary may be invested electronically in shares of the Fund at
    each  pay  period,   depending  upon  the  direct  deposit  program  of  the
    shareholder's employer.

o   The Bull & Bear  Government  Direct  Deposit Plan allows the  shareholder to
    deposit  automatically part or all of certain U.S.  Government checks in the
    shareholder's Fund account. Eligible U.S. Government checks include payments
    for Social  Security,  pension  benefits,  military or retirement  benefits,
    salary, veteran's benefits and most other recurring payments.

For more  information  concerning  this  Program,  or to request  the  necessary
authorization form(s),  please call Bull & Bear Service Center,  1-800-847-4200.
Shareholders  may terminate  participation in the Program at any time by written
notice  received at least 10 days prior to the scheduled  investment  date.  The
Fund reserves the right to redeem any account if participation in the Program is
terminated and the account's  value is less than $500. The Plans do not assure a
profit or protect against loss in a declining market.

Initial  Investment.  The Account  Application  that accompanies this Prospectus
should be  completed,  signed and, with a check or other  negotiable  bank draft
payable to Global  Income Fund mailed to Bull & Bear  Service  Center,  P.O. Box
419789,  Kansas City, MO  64141-6789.  Initial  investments  also may be made by
having your bank wire money, as set forth below, in order to avoid mail delays.

Subsequent Investments. Subsequent investments may be made at any time by wiring
money as set forth below,  or by mailing a check or other  negotiable bank draft
($100  minimum),  made payable to Global Income Fund together with a Bull & Bear
FastDeposit form to Bull & Bear Service Center, P.O. Box 419789, Kansas City, MO
64141-6789.  If that form is not used,  a letter  should  indicate  the Fund and
account number to which the subsequent investment is to be credited, and name(s)
of the registered owner(s).

                                       11

<PAGE>



Investment by Telephone. Shareholders may purchase additional shares of the Fund
by telephone  through the Automated  Clearing  House (ACH) system as long as the
shareholder's  bank is a member  of the ACH  system  and the  shareholder  has a
completed,  approved authorization on file. The funding for the purchase will be
automatically  deducted from the bank account  designated  on the  shareholder's
authorization.  For requests received by 3:00 p.m., eastern time, the investment
normally  will be credited to the Fund  account on the next  business day of the
Fund.  There  is a  minimum  of $100  for  each  investment  by  telephone.  Any
subsequent  changes in bank  account  information  must be submitted in writing,
signature  guaranteed,  and with a voided check or deposit  slip. To initiate an
investment by telephone, please call 1-800-847-4200.

Investment by Wire.  When making an initial  investment by wire,  investors must
first telephone Bull & Bear Service Center, 1-800-847-4200,  to give the name(s)
under which the account is to be registered, tax identification number, the name
of the bank  sending the wire,  and to be  assigned a Bull & Bear Global  Income
Fund account number. Investors may then purchase shares by requesting their bank
to  transmit  immediately  available  funds  ("Federal  funds")  by  wire to the
Transfer  Agent at:  United  Missouri  Bank NA, ABA #10-10-  00695;  for Account
Number 98-7052-724-3;  Global Income, investor's name(s) and account number. The
account number and the investor's  name(s) must be specified in the wire as they
are to appear on the account registration.  In addition,  the account number the
investor(s)  has been  assigned  should  be  entered  on the  completed  Account
Application  and  promptly  forwarded to Bull & Bear  Service  Center,  P.O. Box
419789,  Kansas City, MO 64141-6789.  This service is not available on days when
the Federal Reserve wire system is closed. Subsequent investments may be made at
any time  through the wire  procedure  described  above,  which must include the
shareholder  name(s) and account  number,  after  notifying  Bull & Bear Service
Center by telephone.

Shareholder  Accounts.  By investing in the Fund, a  shareholder  has an account
established  to which all full and fractional  shares (to three decimal  places)
will be credited, together with any dividends that are paid in additional shares
(see "Distributions and Taxes"). Stock certificates will be issued only for full
shares  when  requested  in  writing.  In order to  facilitate  redemptions  and
exchanges,  it  is  recommended  that  shareholders  not  request  certificates.
Shareholders   receive  quarterly   statements  showing  monthly  dividends  and
confirmation statements for any other purchase or sale of Fund shares.

When Orders are Effective.  The purchase price for shares of the Fund is the net
asset value of such shares next determined  after receipt and acceptance by Bull
& Bear  Service  Center of a  purchase  order in proper  form.  All  checks  are
accepted  subject to  collection at full face value in Federal funds and must be
drawn in U.S.  dollars on a U.S. bank. The Fund reserves the right to reject any
order.  Accounts are charged $30 by the  Transfer  Agent for  investment  checks
which are not honored by the  investor's  bank.  The Fund may waive or lower the
investment minimums with respect to any person or class of persons.

                              SHAREHOLDER SERVICES

    An investor participating in any of the Fund's special plans or services may
terminate or modify such participation at any time. Shares or cash should not be
withdrawn from any  Tax-Advantaged  Retirement  Plan described  below,  however,
without consulting a tax adviser  concerning  possible adverse tax consequences.
Additional information regarding any of the following services is available from
the Fund's Distributor, Bull & Bear Service Center, 1-800-847-4200.

Check Writing Privilege for Easy Access.  The Transfer Agent will, upon request,
provide shareholders with free, unlimited checks that may be made payable to the
order of anyone in any amount of not less than $250.  The Fund will  arrange for
the checks to be honored by United Missouri Bank ("UMB") for this purpose.  This
Check Writing Privilege enables the shareholder to continue receiving  dividends
on shares redeemed by check until such time as the check is presented to UMB for
payment.  UMB has the right to refuse any checks  which do not conform  with its
requirements.  The  shareholder  will be subject to UMB's rules and  regulations
governing  checking accounts,  including a $20 charge for refused checks,  which
may change  without  notice.  When such a check is presented to UMB for payment,
the Transfer Agent, as the shareholder's  agent, will cause the Fund to redeem a
sufficient number of full and fractional shares in the shareholder's  account to
cover the amount of the check.  The Fund  generally  will not honor for up to 10
days a check  written by a shareholder  that  requires the  redemption of shares
recently purchased by check or until it is reasonably assured of payment

                                       12

<PAGE>



of the check representing the purchase.  Since the value of Fund shares and of a
shareholder's account changes daily, shareholders should not attempt to close an
account by writing a check.

Dividend Sweep Privilege.  Shareholders may elect to have invested automatically
either all dividends or all dividends and capital gain distributions paid by the
Fund in any other Bull & Bear Fund. Shares of the other Bull & Bear Fund will be
purchased at the current net asset value  calculated  on the payment  date.  For
more  information  concerning this privilege and the other Bull & Bear Funds, or
to request a Dividend Sweep  Authorization Form, please call Bull & Bear Service
Center,  1-800-847-4200.  Shareholders  may  cancel  this  privilege  by mailing
written  notification  to Bull & Bear Service  Center,  P.O. Box 419789,  Kansas
City, MO 64141-6789. To select a new Fund after cancellation,  shareholders must
submit a new Authorization Form. Enrollment in or cancellation of this privilege
is generally effective three business days following receipt.  This privilege is
available  only for existing  accounts and may not be used to open new accounts.
The Fund may modify or terminate  this privilege at any time or charge a service
fee. No such fee currently is contemplated.

Systematic Withdrawal Plan.  Shareholders who own Fund shares with a value of at
least  $20,000 may elect an  automatic  withdrawal  of cash in fixed or variable
amounts  from their Fund  accounts  at monthly  or  quarterly  intervals  in the
minimum amount of $100. Under the Systematic  Withdrawal Plan, all dividends and
other distributions, if any, are reinvested in the Fund.

Assignment. Shares of the Fund may be transferred to another owner. Instructions
are available from Bull & Bear Service Center, 1-800-847-4200.

Exchange Privileges.  Shareholders may exchange at least $500 worth of shares of
the Fund for shares of any other Bull & Bear Fund (provided the  registration is
exactly  the  same,  the  shares  may be  sold  in the  shareholder's  state  of
residence,  and the  exchange  may  otherwise  legally  be  made).  Information,
including a free prospectus,  on any of the Funds listed below is available from
Bull  &  Bear  Service  Center,   11  Hanover   Square,   New  York,  NY  10005,
1-800-847-4200. The other Fund's prospectus should be read in advance.

    To  implement  an  exchange,  shareholders  should call Bull & Bear  Service
Center  toll-free at  1-800-847-4200  between 9 a.m. and 5 p.m. eastern time, on
any  business  day of the Fund and provide the  following  information:  account
registration  including  address and  number;  taxpayer  identification  number;
percentage,  number,  or dollar  value of shares to be  redeemed;  name and,  if
different, the account number of the Bull & Bear Fund to be purchased;  and, the
identity and telephone number of the caller. A "business day of the Fund" is any
day on which the New York Stock Exchange is open for business. The following are
not business  days of the Fund:  New Year's Day,  Presidents'  Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
The other Bull & Bear Funds are:

o   Bull & Bear Dollar Reserves is a high quality money market fund investing in
    U.S.  Government  securities.  Income is free from state income taxes.  Free
    unlimited check writing ($250 minimum per check). Pays monthly dividends.

o   Bull & Bear U.S.  Government  Securities  Fund  invests  for a high level of
    current  income,  liquidity,  and safety of principal.  Free unlimited check
    writing ($250 minimum per check). Pays monthly dividends.

o   Bull & Bear Municipal  Income Fund invests for the highest  possible  income
    exempt from Federal income tax consistent  with  preservation  of principal.
    Free  unlimited  check  writing  ($250  minimum  per  check).  Pays  monthly
    dividends.

o   Bull & Bear  Quality  Growth Fund seeks  growth of capital and income from a
    portfolio of common stocks of large,  quality  companies  with potential for
    significant growth of earnings and dividends.

o   Bull & Bear  U.S.  and  Overseas  Fund  invests  worldwide  for the  highest
    possible total return.

o   Bull & Bear Special  Equities Fund invests  aggressively for maximum capital
    appreciation.

o   Bull  &  Bear  Gold  Investors  seeks  long  term  capital  appreciation  in
    investments  with the  potential to provide a hedge  against  inflation  and
    preserve the purchasing power of the dollar.

    Exchange  requests  received  between 9 a.m. and 4 p.m. eastern time, on any
business  day of the Fund,  will be effected at the net asset values of the Fund
and the other Bull & Bear Fund as determined at the close

                                       13

<PAGE>



of regular trading on that business day.  Exchange  requests  received between 4
p.m. and 5 p.m.  eastern time, on any business day of the Fund, will be effected
at  the  close  of  regular  trading  on the  next  business  day  of the  Fund.
Shareholders  unable to reach Bull & Bear Service Center at the above  telephone
number  may,  in  emergencies,   call   1-212-363-1100  or  communicate  by  fax
1-212-363-1103  or cable to the  address  BULLNBEAR  NEWYORK.  Exchanges  may
be
difficult or impossible to implement during periods of rapid changes in economic
or market conditions.  Exchange  privileges may be terminated or modified by the
Fund  upon 60  days'  notice.  For tax  purposes,  exchanges  are  treated  as a
redemption and purchase of shares.  Shareholders may give exchange  instructions
to Bull & Bear Service Center by telephone  without  further  documentation.  If
certificates have been issued to the shareholder, this procedure may be utilized
only if, prior to giving telephone  instructions,  the shareholder  delivers the
certificates to the Transfer Agent for deposit into the shareholder's account.

o   Bull & Bear Securities (Discount Brokerage Account) Transfers.  Shareholders
    with an  account  at  Bull & Bear  Securities,  Inc.,  an  affiliate  of the
    Investment  Manager and a wholly owned subsidiary of Bull & Bear Group, Inc.
    offering discount brokerage services,  may access their investment in any of
    the Bull & Bear Funds to pay for  securities  purchased  in their  brokerage
    account  and  purchase  Bull  &  Bear  Funds  in  their  brokerage  account.
    Shareholders may request a Discount Brokerage Account  Application from Bull
    & Bear Securities, Inc., 1-800-262-5800.

Tax-Advantaged   Retirement  Plans.  These  plans  provide  an  opportunity  for
individuals  to set aside money for  retirement in a  tax-advantaged  account in
which  earnings can be compounded  without  incurring a tax liability  until the
money  and  earnings  are  withdrawn.  Contributions  may be fully or  partially
deductible for Federal income tax purposes as noted below. Information on any of
the  plans  described  below  is  available  from  Bull & Bear  Service  Center,
1-800-847-4200.

    The minimum  investment  to establish a Bull & Bear IRA or other  retirement
plan is $500.  Minimum  subsequent  investments are $100. The initial investment
minimums are waived for investors  electing to invest $100 or more each month in
the Fund  through the Bull & Bear  Automatic  Investment  Program.  There are no
set-up fees for any Bull & Bear Retirement Plans.  Subject to change on 30 days'
notice,  the plan custodian  charges Bull & Bear IRAs a $10 annual fiduciary fee
and $10 for each distribution prior to age 59 1/2; however, the annual fiduciary
fee is waived  for IRAs  with  assets of  $10,000  or more and for  shareholders
investing regularly through the Bull & Bear Automatic Investment Program.

o   Individual  Retirement Accounts.  Anyone with earned income who is less than
    age 70 1/2at the end of the tax year, even if also  participating in another
    type of retirement plan, may establish an IRA and contribute each year up to
    $2,000 or 100% of earned  income,  whichever is less, and an aggregate of up
    to $2,250 when a  non-working  spouse is also covered in a separate  spousal
    account. If each spouse has at least $2,000 of earned income each year, they
    may contribute up to $4,000 annually. Also, employers may make contributions
    to an IRA on behalf of an  individual  under a Simplified  Employee  Pension
    Plan  ("SEP")  in an amount  up to 15% of up to  $150,000  of  compensation.
    Generally,  taxpayers  may  contribute  to an IRA  during  the tax  year and
    through  the next year  until the  income  tax  return for that year is due,
    without regard to extensions.  For example,  most individuals may contribute
    for the 1994 tax year from January 1, 1994 through April 15, 1995.

    Deductibility.   Contributions   to  IRAs  are  fully  deductible  for  most
    taxpayers.   For  a   taxpayer   who  is  an   active   participant   in  an
    employer-maintained  retirement  plan (or whose spouse is), a portion of IRA
    contributions  is  deductible  if  adjusted  gross  income  (before  the IRA
    deductions) is $40,000-$50,000 (if married) and $25,000-$35,000 (if single).
    Only IRA  contributions  by a taxpayer  who is an active  participant  in an
    employer-maintained  retirement  plan (or whose  spouse is) and has adjusted
    gross  income of more than $50,000 (if married) and $35,000 (if single) will
    not be  deductible.  An eligible  individual may establish a Bull & Bear IRA
    under the  prototype  plan  available  through  the Fund,  even  though such
    individual  or  spouse  actively  participates  in  an   employer-maintained
    retirement plan.

o   IRA Transfer and Rollover Accounts.  Special forms are available from Bull &
    Bear Service Center, 1-800- 847-4200, which make it easy to transfer or roll
    over IRA  assets to a Bull & Bear IRA.  An IRA may be  transferred  from one
    financial   institution  to  another  without   adverse  tax   consequences.
    Similarly, no taxes

                                       14

<PAGE>



    need be paid on a lump-sum distribution which an individual may receive as a
    payment from a qualified  pension or profit  sharing plan due to retirement,
    job  termination  or  termination of the plan, so long as the assets are put
    into an IRA Rollover  account  within 60 days of the receipt of the payment.
    Withholding  for Federal  income tax purposes is required at the rate of 20%
    for "eligible rollover  distributions"  made from any retirement plan (other
    than an IRA) that are not directly  transferred  to an "eligible  retirement
    plan," such as a Bull & Bear Rollover Account.

o   Profit Sharing and Money Purchase Plans provide an opportunity to accumulate
    earnings on a tax-deferred basis by permitting  corporations,  self-employed
    individuals (including partners) and their employees generally to contribute
    (and deduct) up to $30,000 annually or, if less, 25% (15% for profit sharing
    plans) of  compensation  or  self-employment  earnings  up to a  maximum  of
    $150,000.  Corporations  and  partnerships,  as  well  as all  self-employed
    persons, are eligible to establish these Plans. In addition, a person who is
    both salaried and self-employed, such as a college professor who serves as a
    consultant,  may  adopt  these  retirement  plans  based on  self-employment
    earnings.

o   Section 403(b)(7)  Accounts.  Section 403(b)(7) of the Internal Revenue Code
    of 1986,  as  amended  ("Code"),  permits  the  establishment  of  custodial
    accounts  on behalf  of  employees  of public  school  systems  and  certain
    tax-exempt organizations. A participant in such a plan does not pay taxes on
    any contributions  made by the  participant's  employer to the participant's
    account pursuant to a salary reduction agreement, up to a maximum amount, or
    "exclusion  allowance."  The  exclusion  allowance is generally  computed by
    multiplying   the   participant's   years  of  service   times  20%  of  the
    participant's  compensation  included  in  gross  income  received  from the
    employer  (reduced by any amount  previously  contributed by the employer to
    any 403(b)(7)  account for the benefit of the  participant and excluded from
    the participant's  gross income).  However,  the exclusion allowance may not
    exceed  the  lesser of 25% of the  participant's  compensation  (limited  as
    above) or $30,000.  Contributions  and subsequent  earnings  thereon are not
    taxable until withdrawn, when they are received as ordinary income.

                              HOW TO REDEEM SHARES

Liquidity.  Generally,  shareholders may require the Fund to redeem their shares
by submitting a written request to Bull & Bear Service Center,  P.O. Box 419789,
Kansas  City,  MO  64141-6789,  signed  by the  record  owner(s).  If a  written
redemption  request  is sent to the  Fund,  it will be  forwarded  to the  above
address. If stock certificates have been issued for shares being redeemed,  they
must accompany the written request. In addition,  shareholders may redeem shares
by writing  checks  against  their Fund  account  and also  expedite  redemption
requests by telephoning as described below.

Check Writing  Privilege.  See  "Shareholder  Services"  above for redemption of
shares by writing free, unlimited, personalized checks, provided by the Fund, in
amounts of $250 or more.

Redemption  by  Telephone.  You may redeem  shares by telephone  and receive the
proceeds through the Automated  Clearing House (ACH) system as long as your bank
is a member of the ACH system and you have a completed,  approved  authorization
on file. The funding for your redemption will be automatically deducted from the
Fund account. The proceeds will normally be credited to your bank account within
two business days following the telephone request.  The request must be received
no later  than 3:00  p.m.,  eastern  time.  There is a minimum  of $250 for each
redemption by telephone. Any subsequent changes in bank account information must
be submitted  in writing,  signature  guaranteed,  and  accompanied  by a sample
voided check or deposit slip. To initiate a redemption by telephone, please call
1-800-847-4200.

Expedited  Redemption.  Shareholders  redeeming  at least $1,000 worth of shares
(for which certificates have not been issued) may obtain expedited redemption by
calling Bull & Bear Service Center,  1-800-847-4200.  If this automatic  benefit
has been  declined by the  shareholder  on the Account  Application,  a separate
Authorization  Form must be completed and returned to the Transfer  Agent before
the request can be  accepted.  Shareholders  may request that payment be sent to
the shareholder's  bank designated on the authorization by Federal funds wire or
the shareholder's address of record by regular mail.

    To implement an expedited  redemption,  shareholders should call Bull & Bear
Service Center  toll-free at 1- 800-847-4200  between 9 a.m. and 5 p.m.  eastern

                                                          15

<PAGE>



time, on any business day of the Fund,  and provide the  following  information:
Fund  account  registration  including  address,  account  number,  and taxpayer
identification  number;  number,  percentage,  or  dollar  value of shares to be
redeemed;  whether the proceeds are to be mailed to the shareholder's address of
record or wired to the shareholder's bank; the bank's name, address, ABA routing
number,  bank account  registration  and account number,  and a contact person's
name and telephone number;  and the identity and telephone number of the caller.
Shareholders  unable to reach Bull & Bear Service Center at the above  telephone
number  may,  in  emergencies,  call  1-212-363-1100  or  communicate  by fax 1-
212-363-1103 or cable to the address BULLNBEAR  NEWYORK.  Expedited 
redemptions
may be difficult or impossible to implement  during  periods of rapid changes in
economic or market conditions. Expedited redemption privileges may be terminated
or  modified by the Fund upon 60 days'  notice.  Expedited  redemption  requests
received  between 9 a.m. and 4 p.m.,  eastern  time,  on any business day of the
Fund,  will be effected at the net asset values of the Fund and the other Bull &
Bear Fund as  determined at the close of business  that day.  Exchange  requests
received  between 4 p.m. and 5 p.m.,  eastern  time,  on any business day of the
Fund,  will be  effected  at the close of  business on the next day the New York
Stock  Exchange is open for  trading.  Shareholders  unable to reach Bull & Bear
Service  Center  at  the  above  telephone  number  may,  in  emergencies,  call
1-212-363-1100  or  communicate  by fax  1-212-363-1103  or cable to the address
BULLNBEAR NEWYORK.

Redemption  Price.  The  redemption  price is the net asset value per share next
determined  after receipt of the redemption  request in proper form.  Registered
broker/dealers,  investment  advisers,  banks, and insurance  companies may open
accounts  and  redeem  shares by  telephone  or wire and may impose a charge for
handling purchases and redemptions when acting on behalf of others.  Payment for
shares redeemed will be made as soon as possible, ordinarily within 7 days after
receipt of the  redemption  request in proper form.  The right of redemption may
not be suspended,  or date of payment  delayed more than 7 days,  except for any
period (i) when the New York  Stock  Exchange  is closed or  trading  thereon is
restricted  as  determined by the SEC;  (ii) under  emergency  circumstances  as
determined by the SEC that make it not  reasonably  practicable  for the Fund to
dispose  of  securities  owned by it or  fairly  to  determine  the value of its
assets;  or (iii) as the SEC may  otherwise  permit.  The mailing of proceeds on
redemption  requests involving any shares purchased by personal,  corporate,  or
government check or ACH transfer is generally subject to a 10 day delay to allow
the check or transfer to clear.  The 10 day clearing  period does not affect the
trade date on which a purchase or redemption  order is priced,  or any dividends
and capital gain  distributions  to which a shareholder may be entitled  through
the date of redemption. Fund check writing redemption checks received during the
10 day  clearing  period will be rejected and marked  uncollected.  The clearing
period does not apply to purchases made by wire, or cashier's,  treasurer's,  or
certified  checks.  Due to the  relatively  higher  cost  of  maintaining  small
accounts,  the Fund  reserves  the right,  upon 60 days'  notice,  to redeem any
account,  other  than  IRA  and  other  Bull & Bear  prototype  retirement  plan
accounts,  worth less than $500 except if solely from market  action,  unless an
investment is made to restore the minimum value.

Telephone Privileges.  Shareholders  automatically have all telephone privileges
to, among other things,  authorize an expedited  redemption or exchange,  unless
declined on the Account  Application  or otherwise in writing.  Neither the Fund
nor Bull & Bear Service Center shall be liable for any loss or damage for acting
in good faith  upon  instructions  received  by  telephone  and  believed  to be
genuine.  The Fund employs  reasonable  procedures to confirm that  instructions
communicated  by telephone  are genuine and if it does not, it may be liable for
any losses due to  unauthorized  or fraudulent  transactions.  These  procedures
include  requiring  some form of  personal  identification  prior to acting upon
instructions  received by  telephone,  providing  written  confirmation  of such
transactions,  or tape recording of telephone instructions.  The Fund may modify
or terminate any telephone  privileges or shareholder services (except as noted)
at any time without notice.

Signature Guarantees. No signature guarantees are required when payment is to be
made to the shareholder of record at the shareholder's address of record. If the
proceeds of the redemption are to be paid to a non- shareholder of record, or to
an address  other than the address of record,  or the shares are to be assigned,
the Transfer  Agent may require that the owner's  signature be  guaranteed by an
entity  acceptable  to the Transfer  Agent,  such as a commercial  bank or trust
company  or member  firm of a national  securities  exchange  or of the NASD.  A
notary  public may not  guarantee  signatures.  The  Transfer  Agent may require
further documentation. The Transfer Agent may restrict the mailing of redemption

                                       16

<PAGE>



proceeds to a  shareholder's  address of record  within 30 days of such  address
being  changed  unless  the  shareholder  provides  a  signature  guarantee,  as
described above.

                             DISTRIBUTIONS AND TAXES

Distributions.  The Fund declares and pays monthly dividends to its shareholders
from its net investment  income, if any. In any month in which the Fund fails to
earn net  investment  income  equal to the  average  of the two  lowest  monthly
distributions  in the preceding  three months,  the Fund will make an additional
distribution equal to such deficiency,  payable initially from any undistributed
net  investment  income,  secondly  from any net  realized  gains  from  foreign
currency  transactions,  thirdly from any net realized  short term capital gains
including  gains from writing  call options  (after off setting any capital loss
carryover),  and  lastly  from  paid-in  capital.  The Fund also makes an annual
distribution to its  shareholders of net long term and  undistributed  net short
term capital gain (after offsetting any capital loss carryover), if any, and any
undistributed  net  realized  gains from  foreign  currency  transactions.  Such
distributions,  if any, are declared and payable to  shareholders of record on a
date in  December  of each  year.  Such  amounts  may be paid in  January of the
following year (in which event they will be deemed received by the  shareholders
on the  preceding  December  31 for tax  purposes).  The Fund  may also  make an
additional  distribution  following  the  end  of  its  fiscal  year  out of any
undistributed  income and capital gain.  Dividends and other  distributions  are
made in additional shares of the Fund, unless the shareholder  elects to receive
cash on the Account Application or so elects subsequently by calling Bull & Bear
Service Center, 1-800-847-4200.  For Federal income tax purposes, such dividends
and other  distributions  are  treated in the same  manner  whether  received in
shares or cash.  Any  election  will remain in effect  until Bull & Bear Service
Center is notified by the shareholder to the contrary.

Taxes.  The Fund  intends to continue to qualify  for  treatment  as a regulated
investment  company under the Code so that it will be relieved of Federal income
tax on that part of its investment company taxable income (generally  consisting
of net  investment  income,  net short term  capital  gains,  and net gains from
certain foreign currency  transactions)  and net capital gain (the excess of net
long term capital gain over net short term capital loss) that is  distributed to
its shareholders. Dividends paid by the Fund from its investment company taxable
income (whether paid in cash or in additional Fund shares) generally are taxable
to shareholders,  other than  shareholders  that are not subject to tax on their
income,  as ordinary income to the extent of the Fund's earnings and profits;  a
portion of those dividends may be eligible for the corporate  dividends-received
deduction.  Distributions  by the Fund of its net capital gain  (whether paid in
cash or in  additional  Fund shares) when  designated  as such by the Fund,  are
taxable to the  shareholders as long term capital gains,  regardless of how long
they have held their Fund shares.  The Fund notifies its shareholders  following
the end of each  calendar  year of the amounts of  dividends  and  capital  gain
distributions  paid (or  deemed  paid)  that  year and of any  portion  of those
dividends that  qualifies for the corporate  dividends-received  deduction.  Any
dividend or other  distribution paid by the Fund will reduce the net asset value
of  Fund  shares  by  the  amount  of  the   distribution.   Furthermore,   such
distribution, although similar in effect to a return of capital, will be subject
to taxes.  The Fund is required to withhold 31% of all  dividends,  capital gain
distributions,  and redemption  proceeds  payable to any individuals and certain
other  noncorporate  shareholders  who do not  provide  the Fund  with a correct
taxpayer  identification  number.  Withholding  at that rate from  dividends and
capital gain  distributions also is required for such shareholders who otherwise
are subject to backup  withholding.  The  foregoing is only a summary of some of
the important Federal income tax considerations generally affecting the Fund and
its  shareholders;  see the  Statement of Additional  Information  for a further
discussion. Because other Federal, state and local tax considerations may apply,
investors are urged to consult their tax advisers.

                        DETERMINATION OF NET ASSET VALUE

    The  value of a share of the Fund is based on the  value of its net  assets.
The Fund's net  assets  are the total of the  Fund's  investments  and all other
assets minus any  liabilities.  The value of one share is determined by dividing
the net assets by the total number of shares outstanding. This is referred to as
"net  asset  value per  share,"  and is  determined  as of the close of  regular
trading on the New York Stock Exchange  (currently,  4 p.m. eastern time, unless
weather,  equipment  failure or other factors  contribute to an earlier closing)
each business day of the Fund. Portfolio securities and other assets of the Fund
are valued primarily on the basis of market  quotations,  if readily  available.
Foreign securities, if any, are valued on the basis of quotations from a primary

                                       17

<PAGE>



market in which they are traded and are translated  from the local currency into
U.S.  dollars using current  exchange  rates.  Securities,  and other assets for
which  quotations  are not  readily  available  will be valued at fair  value as
determined in good faith by or under the direction of the Board of Directors.

                             THE INVESTMENT MANAGER

    Bull & Bear  Advisers,  Inc.  (the  "Investment  Manager")  acts as  general
manager of the Fund, being  responsible for the various functions assumed by it,
including   the  regular   furnishing   of  advice  with  respect  to  portfolio
transactions.  The Investment Manager manages the investment and reinvestment of
the assets of the Fund,  subject to the control and final direction of the Board
of  Directors.   The  Investment   Manager  is  authorized  to  place  portfolio
transactions  with Bull & Bear Securities,  Inc., an affiliate of the Investment
Manager,  and may  allocate  brokerage  transactions  by taking into account the
sales of shares  of the Fund and the other  Bull & Bear  Funds.  The  Investment
Manager may also allocate portfolio  transactions to broker/dealers that remit a
portion of their  commissions as a credit against the Fund's  expenses.  For its
services,  the Investment Manager receives an investment management fee, payable
monthly,  based on the average  daily net assets of the Fund, at the annual rate
of 0.70% of the first $250  million,  0.625% from $250 million to $500  million,
and 0.50% over $500  million.  From time to time,  the  Investment  Manager  may
reimburse  all or part of this fee to improve the Fund's yield and total return.
The Investment Manager provides certain  administrative  services to the Fund at
cost. During the fiscal year ended June 30, 1994, the investment management fees
paid by the Fund  represented  approximately  0.70%  of its  average  daily  net
assets.  The  Investment  Manager is a wholly  owned  subsidiary  of Bull & Bear
Group,  Inc.  ("Group").  Group, a publicly  owned company whose  securities are
listed on NASDAQ and traded in the over-the-counter  market, is a New York based
manager of mutual funds and discount brokerage services.  Bassett S. Winmill may
be  deemed  a  controlling  person  of Group  and,  therefore,  may be  deemed a
controlling person of the Investment Manager.

                             DISTRIBUTION OF SHARES

    Pursuant  to a  Distribution  Agreement,  between  the  Fund and Bull & Bear
Service Center,  Inc. (the  "Distributor")  the  Distributor  acts as the Fund's
exclusive agent for the sale of its shares.  The Fund has also adopted a plan of
distribution  (the "Plan")  pursuant to Rule 12b-1 under the Investment  Company
Act of  1940  (the  "1940  Act").  Pursuant  to the  Plan,  the  Fund  pays  the
Distributor  monthly a fee in the amount of one-quarter of one percent per annum
of the Fund's average daily net assets as  compensation  for service  activities
and a fee in an  amount of up to  one-quarter  of one  percent  per annum of the
Fund's average daily net assets as compensation for distribution activities. The
fee for service  activities is intended to cover personal  services  provided to
shareholders  in the Fund and the maintenance of shareholder  accounts.  The fee
for  distribution  activities  is  intended  to cover all other  activities  and
expenses  primarily intended to result in the sale of the Fund's shares. The fee
may be  retained or passed  through by the  Distributor  to  brokers,  banks and
others who provide services to Fund shareholders.  The Fund will pay the fees to
the  Distributor  until either the Plan is  terminated  or not renewed.  In that
event, the Distributor's  expenses in excess of fees received or accrued through
the  termination  day  will be the  Distributor's  sole  responsibility  and not
obligations of the Fund. During the period they are in effect,  the Distribution
Agreement  and  Plan  obligate  the  Fund  to pay  fees  to the  Distributor  as
compensation for its service and distribution  activities.  If the Distributor's
expenses  exceed the fees,  the Fund will not be obligated to pay any additional
amount to the Distributor and, if the Distributor's  expenses are less than such
fees, it may realize a profit. Certain other advertising and sales materials may
be prepared  which relate to the promotion of the sale of shares of the Fund and
one or more  other  Bull & Bear  Funds.  In such  cases,  the  expenses  will be
allocated  among the Funds  involved  based on the inquiries  resulting from the
materials or other factors  deemed  appropriate  by the Board of Directors.  The
costs of personnel and facilities of the  Distributor to respond to inquiries by
shareholders and prospective  shareholders  will also be allocated based on such
relative  inquiries or other factors.  There is no certainty that the allocation
of any of the  foregoing  expenses  will  precisely  allocate  to the Fund costs
commensurate with the benefits it receives,  and it may be that the other Bull &
Bear Funds and Bull & Bear Securities, Inc. will benefit therefrom.


                             PERFORMANCE INFORMATION


                                       18

<PAGE>


  [THE FOLLOWING TABLE IS REPRESENTED BY A LINE GRAPH IN THE PRINTED
MATERIAL]


                   [***** INSERT TABLE OF PLOT POINTS *****]



    From  time to time the Fund  advertises  its  current  and  compound  yield.
Current yield is computed by dividing the Fund's net investment income per share
for the  most  recent  month,  determined  in  accordance  with  SEC  rules  and
regulations,  by the net asset value per share on the last day of such month and
annualizing the result.  Compounded yield is the annualized  current yield which
is compounded by assuming the current income to be reinvested. The Fund may also
publish a dividend  distribution  rate in sales  material from time to time. The
dividend  distribution rate of the Fund is the current rate of distribution paid
per share by the Fund during a specified  period  divided by the net asset value
per share at the end of such period and annualizing the result. When considering
the Fund's performance,  fluctuations in share value must be considered together
with any published dividend  distribution rate. Whenever the Fund advertises its
current yield and its dividend  distribution  rate,  it will also  advertise its
average  annual total return over specified  periods.  For these  purposes,  the
Fund's  average  annual total return is based on an increase (or  decrease) in a
hypothetical  $1,000  invested  in the  Fund  at the  beginning  of  each of the
specified periods,  assuming the reinvestment of any dividends and distributions
paid by the Fund during such periods.  The Fund does not impose any sales charge
or redemption  fee on the purchase or redemption of its shares.  The  investment
returns  and  principal  value  of an  investment  will  fluctuate  so  that  an
investor's shares, when redeemed,  may be worth more or less than their original
cost. Until October 29, 1992, the Fund's investment  objective was to obtain for
its  shareholders  the highest income over the long term and the Fund followed a
policy of investing  primarily in lower rated debt securities of U.S. companies.
The  Fund's  yield  and  total  return  is  based  upon  historical  performance
information and is not predictive of future performance.

                         Average Annual Total Return for
                           Periods Ended June 30, 1994

                           One Year:           - 5.12%
                           Five Years:           6.44%
                           Ten Years:            6.63%

        The Fund's performance for the past year was materially  affected by the
Investment  Manager's  strategy  of  investing  the  Fund's  assets  in a global
portfolio of investment grade fixed income securities. At the June 30, 1994 year
end, the Fund's  investments  were  diversified  among 14  different  countries:
Argentina,  Brazil,  and Mexico in Central and South America;  Denmark,  France,
Germany Ireland, Italy, and Spain in the European Economic Community;  Australia
and the  Philippines  in the Pacific Rim;  Canada and the United States in North
America;  plus  South  Africa.  The  Fund's  recent  strategy  in  the  face  of
significant volatility,  rising interest rates, and a weak dollar was to improve
overall credit quality and shorten maturities. While these steps are designed to
reduce longer term risk,  they also reduce current yield,  as has been the case.
Investment  opportunities in Latin America have increased substantially over the
past  several  years,  which have  contributed  importantly  to the Fund's total
return.  At the June 30,  1994  fiscal  year end,  the Fund had  investments  in
securities of issuers based in Argentina,  Brazil, and Mexico representing 12.9%
of the portfolio.  U.S.  fixed income markets also continued to react  favorably
during the past year to the restrained  growth in economic activity and moderate
levels of inflation.  The Fund was more heavily  weighted in dollar  denominated
investments  during the past year. The Fund engaged in forward  currency selling
to lessen the impact of foreign currency  fluctuations in the Fund. The Fund did
not utilize options or futures in hedging strategies.


                                       19

<PAGE>



                                  CAPITAL STOCK

        The Fund is a series of Bull & Bear Funds II, Inc. (the  "Corporation"),
a Maryland  corporation  incorporated  in 1974.  Prior to October 29, 1993,  the
Corporation operated under the name Bull & Bear Incorporated. The Corporation is
a series  investment  company,  and is authorized  to issue up to  1,000,000,000
shares  ($.01 par value).  The Board of  Directors  has  designated  500,000,000
shares as Bull & Bear Dollar Reserves,  250,000,000 shares as Bull & Bear Global
Income Fund, and 250,000,000  shares as Bull & Bear U.S.  Government  Securities
Fund.  The Board of Directors of the  Corporation  may establish one or more new
series, although it has no current intention to do so. The Fund's stock is fully
paid and  non-assessable  and is freely  assignable  by way of pledge  (as,  for
example, for collateral purposes), gift, settlement of an estate, and also by an
investor to another investor. In case of dissolution or other liquidation of the
Fund or the  Corporation,  shareholders  will be entitled to receive ratably per
share the net assets of the Fund.  Shareholders of all series of the Corporation
vote for Directors with each share entitled to one vote. Each share entitles the
holder to one vote for all  purposes.  Shares have no  preemptive  or conversion
rights.  Except to the  extent  that the Board of  Directors  might  provide  by
resolution  that the holders of shares of a  particular  series are  entitled to
vote as a class on  specified  matters,  and except for  approval of  investment
management  agreements,  plans  of  distribution,  and  changes  in  fundamental
investment  objectives  and  limitations  which are voted  upon by each  series,
separately as a class,  there will be no right for any series to vote as a class
unless such right  exists under  Maryland  law.  The  Corporation's  Articles of
Incorporation  contain no provision entitling the holders of the present classes
of capital  stock to a vote as a class on any matter  other than the  foregoing.
Where a  matter  is to be  voted  upon  separately  by  series,  the  matter  is
effectively  acted upon for such series if a majority of the outstanding  voting
securities of that series  approves the matter,  notwithstanding  that:  (1) the
matter has not been approved by a majority of the outstanding  voting securities
of any other  series,  or (2) the matter has not been  approved by a majority of
the outstanding voting securities of the Corporation.

        In accordance with the General  Corporation Law of the State of Maryland
applicable  to  open-end  investment  companies  incorporated  in  Maryland  and
registered under the 1940 Act, as is the Corporation,  the Corporation's By-Laws
provide that there will be no annual meeting of  shareholders in any year except
as required by law. In practical effect,  this means that the Fund will not hold
an annual meeting of shareholders in years in which the only matters which would
be submitted to  shareholders  for their  approval are the election of Directors
and ratification of the Directors' selection of accountants, although holders of
10% of the  Corporation's  shares  may call a meeting  at any time.  There  will
normally be no meetings of  shareholders  for the purpose of electing  Directors
unless fewer than a majority of the Directors  holding  office have been elected
by shareholders. Shareholder meetings will be held in years in which shareholder
approval of the Fund's investment management agreement, plan of distribution, or
changes in its  fundamental  investment  objective,  policies or restrictions is
required by the 1940 Act.

                          CUSTODIAN AND TRANSFER AGENT

        Investors Bank & Trust Company, 89 South Street,  Boston, MA 02111, acts
as  custodian  of the Fund's  assets and may appoint  one or more  subcustodians
provided such  subcustodianship  is in compliance with the rules and regulations
promulgated under the 1940 Act. The Fund may maintain a portion of its assets in
foreign countries  pursuant to an agreement with Citibank,  N.A. and through the
custodian with  Euro-clear.  Utilization  by the Fund of such foreign  custodial
arrangements  will increase the Fund's  expenses.  The  custodian  also performs
certain  accounting  services  for the Fund.  The Fund's  transfer  and dividend
disbursing agent is Supervised  Service Company,  Inc., P.O. Box 419789,  Kansas
City, MO 64141-6789.  The Distributor  provides certain transfer agency services
to the Fund and is  reimbursed  its cost by the Fund.  The costs of  facilities,
personnel and other related  expenses are allocated  among the Bull & Bear Funds
based on the relative  number of inquiries and other factors deemed  appropriate
by the Board of Directors.

                                       20

<PAGE>


BULL
&
BEAR ---------------------------------------------------------------------------
Performance Driven(R)
                                                                  April 12, 1995
                           BULL & BEAR Global
                                 Income Fund
                            Supplement to Prospectus
                             Dated November 1, 1994


The paragraph entitled "Portfolio Management" on page 3 is revised as follows:

The Fund's Portfolio Manager is Steven A. Landis.  Mr. Landis is Senior Vice
President and a member of the Investment Policy Committee of Bull & Bear
Advisers, Inc. (the "Investment Manager") with overall responsibility for the
Bull and Bear fixed income funds.  Mr. Landis was formerly Associated Director
- -- Proprietary Trading at Barclay De Zoete Wedd Securities Inc. and Director,
Bond Arbitrage at WG Trading Company.  Mr. Landis received his MBA in Finance
from Columbia University.


                                                                    USG-9504-Sup





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