BULL & BEAR FUNDS II INC
DEFR14A, 1996-09-12
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Special Notice:  Due to a printing error on the proxy card originally  mailed to
you, we are now  providing  you with a new proxy card.  Even if you have already
voted, please take a moment now to cast your vote. For your convenience, you may
vote by either of the following methods: 1) Call 1-800-733-8481,  extension 400.
Representatives  can take  your vote over the  telephone.  2) Fax your  proxy to
1-800-733-1885. Your vote is important! Thank you for your cooperation.

                   BULL & BEAR U.S. GOVERNMENT SECURITIES FUND
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The  undersigned  hereby  appoints  Robert D.  Anderson  and  Thomas B.
Winmill, and each of them,  attorneys and proxies of the undersigned,  with full
powers of substitution and revocation,  to represent the undersigned and to vote
on  behalf  of the  undersigned  all  shares  of  Bull &  Bear  U.S.  Government
Securities  Fund (the "Fund") which the  undersigned  is entitled to vote at the
Special  Meeting of  Shareholders  (the "Meeting") of the Fund to be held at the
offices of Skadden,  Arps, Slate,  Meagher & Flom, 919 Third Avenue, 33rd Floor,
New York,  New York 10022 on  September  19,  1996,  at 10:30  a.m.,  and at any
adjournments  thereof. The undersigned hereby acknowledges receipt of the Notice
of Special Meeting of Shareholders and Proxy Statement and hereby instructs said
attorneys  and  proxies  to vote  said  shares  as  indicated  herein.  In their
discretion,  the proxies are  authorized to vote upon such other business as may
properly come before the Meeting.

         A majority of the  proxies  present and acting at the Meeting in person
or by substitute (or, if only one shall be so present, then that one) shall have
and may exercise all of the power and authority of said proxies  hereunder.  The
undersigned hereby revokes any proxy previously given.

         This proxy, if properly executed,  will be voted in the manner directed
by the  undersigned  shareholder.  If no direction  is made,  this proxy will be
voted FOR the proposal.  Please refer to the Proxy Statement for a discussion of
the proposal.

         Please indicate your vote by an "X" in the appropriate box below.

         THE CONVERSION OF THE FUND FROM A DIVERSIFIED SERIES OF A REGISTERED
         OPEN-END, MANAGEMENT INVESTMENT COMPANY TO A REGISTERED CLOSED-END,
         DIVERSIFIED MANAGEMENT INVESTMENT COMPANY.

                            |_| FOR           |_| AGAINST           |_| ABSTAIN


                                                     Please sign exactly as your
                                                     name  appears  hereon.   If
                                                     shares  are  registered  in
                                                     more  than  one  name,  all
                                                     should   sign  but  if  one
                                                     signs, it binds the others.
                                                     When  signing as  attorney,
                                                     executor,    administrator,
                                                     agent,      trustee,     or
                                                     guardian,  please give full
                                                     title   as   such.   If   a
                                                     corporation, please sign in
                                                     full  corporate  name by an
                                                     authorized  officer.  If  a
                                                     partnership, please sign in
                                                     partnership   name   by  an
                                                     authorized person.

                                              ___________________________(L.S.)
                         Signature 


                                              ___________________________(L.S.)
                         Signature


                                             Dated______________________, 1996

                                                     To   avoid    expenses   of
                                                     adjourning   the   meeting,
                                                     please  return  this  proxy
                                                     promptly.




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