BULL & BEAR FUNDS II INC
N-30D, 1998-09-04
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DOLLAR RESERVES

11 Hanover Square, New York, NY 10005

1-888-503-FUND for Investment Information

1-888-503-VOICE for Shareholder Services

www.mutualfunds.net

August 12, 1998

Fellow Shareholders:

We are very pleased to welcome shareholders of the Fund who have joined us since
our June 30, 1997 Annual Report, either by opening accounts directly, or through
their Bull & Bear Securities discount brokerage accounts,  where customers' cash
balances are promptly  put to work by being  automatically  swept into shares of
the Fund.  The  Fund's  approach  of  investing  exclusively  in short term U.S.
Government securities, the income from which is generally free from state income
and  personal  property  taxes,  makes it a sound  choice for  safety  conscious
investors, with the added convenience of free, unlimited check writing.

Review and Outlook

Short term  interest  rates were  exceptionably  stable during the first half of
1998.  The Federal  Reserve  Bank's Open Market  Committee met on four different
occasions between February and July, and consistently resolved to leave monetary
policy  unchanged,  a policy stance that has resulted in a Federal Funds rate of
5.5% since March 1997.  The Fed did adopt a bias toward  tightening at the March
31 meeting,  and  maintained  that bias on May 19. The unanimity  that typically
characterizes  FOMC meetings was abandoned this spring, as the Presidents of two
regional  Federal Reserve Banks voted for an immediate  tightening.  Three month
Treasury bills yielded  between 5% and 5.25% since our December 31, 1997 report,
and six month  Treasury  bills were seldom more than .2% higher.  The short term
obligations  of the U.S.  Government  Agencies  in which the Fund  invests  were
acquired  with  yields  generally  between  .2% and .6%  greater  that  those of
comparable  maturity  Treasury  bills,  providing  the Fund  with an  attractive
increase in return for a nominal increase in risk.

Looking forward, we anticipate low inflation and further additional deflationary
impact on the prices of goods due to  weakness  in Asia.  We believe the economy
will continue to operate with high levels of growth, high equity valuations, and
low levels of  unemployment.  We continue to be skeptical that low  unemployment
will  lead to a  re-emergence  of  inflationary  pressure,  and  see  continuing
stability in money market interest rates.

A Convenient Way to Grow Your Account

The Fund's  all-weather,  income and safety conscious approach makes it an ideal
vehicle for a program of steady monthly investing. To make investing in the Fund
as easy, safe,  convenient and affordable as possible,  we offer the Bull & Bear
Automatic  Investment  Program,  with three  different  Plans to  facilitate  an
automatic monthly  investment of $100 or more into your regular,  traditional or
Roth IRA or other type Fund account.

*The Bull & Bear Bank  Transfer  Plan lets you purchase Fund shares on a certain
day each month by transferring electronically the dollar amount you specify from
your  regular  checking  account,  NOW  account,  or bank money  market  deposit
account.

*In the Bull & Bear  Salary  Investing  Plan,  part or all of your salary may be
invested  electronically in shares of the Fund on each pay date,  depending upon
your employer's direct deposit program.

*The  Bull  &  Bear  Government  Direct  Deposit  Plan  allows  you  to  deposit
automatically  into your Fund  account  part or all of certain  U.S.  Government
payments,  such as Social  Security,  pension  benefits,  military or retirement
benefits, salary, veteran's benefits and most other recurring payments.


<PAGE>



If you have any  questions or would like  information  on any of the Bull & Bear
Funds,  the Bull & Bear  No-Fee(R)  Regular  or Roth IRA or  opening a  discount
brokerage  account at Bull & Bear  Securities,  we would be very pleased to hear
from you. Just call toll-free  1-888-503-FUND  (3863),  and an Investor  Service
Center  Representative  will be glad to  assist  you,  as  always,  without  any
obligation on your part.

Sincerely,


Thomas B. Winmill                   Steven A. Landis

President                           Senior Vice President
                                    Portfolio Manager



<PAGE>




Principal Amt U.S. Government Agencies (100%)           Yield*     Value**
   $ 390,000 Federal Farm Credit, due 7/01/98           5.65%      $ 390,000
     250,000 Federal Farm Credit, due 7/01/98           5.75         250,000
     350,000 Federal Farm Credit, due 7/10/98           5.54         349,523
     856,000 Federal Farm Credit, due 7/28/98           5.56         852,527
     540,000 Federal Farm Credit, due 7/29/98           5.52         537,732
     877,000 Federal Farm Credit, due 7/31/98           5.56         873,046
     270,000 Federal Farm Credit, due 8/04/98           5.42         269,926
     900,000 Federal Farm Credit, due 9/17/98           5.95         900,420
     200,000 Federal Farm Credit, due 9/25/98           5.70         197,420
   1,195,000 Federal Farm Credit, due 10/01/98          5.65       1,194,954
     500,000 Federal Farm Credit, due 10/01/98          5.46         499,743
   1,000,000 Federal Farm Credit, due 12/01/98          5.70       1,000,265
   1,500,000 Federal Home Loan Banks, due 7/07/98       5.72       1,500,065
   1,000,000 Federal Home Loan Banks, due 7/08/98       5.22         999,962
     705,000 Federal Home Loan Banks, due 7/10/98       5.53         704,043
   1,500,000 Federal Home Loan Banks, due 7/10/98       6.19       1,500,188
     450,000 Federal Home Loan Banks, due 7/15/98       5.59         449,044
   4,700,000 Federal Home Loan Banks, due 7/17/98       5.54       4,688,724
     500,000 Federal Home Loan Banks, due 7/20/98       5.24         499,886
   4,510,000 Federal Home Loan Banks, due 7/21/98       5.64       4,510,060
     500,000 Federal Home Loan Banks, due 7/22/98       6.23         500,194
     182,000 Federal Home Loan Banks, due 7/27/98       5.56         181,286
     400,000 Federal Home Loan Banks, due 8/05/98       5.53         397,892
     584,000 Federal Home Loan Banks, due 8/12/98       5.53         580,334
   2,000,000 Federal Home Loan Banks, due 8/20/98       5.44       1,999,698
     500,000 Federal Home Loan Banks, due 8/21/98       5.54         496,161
   1,293,000 Federal Home Loan Banks, due 8/26/98       5.54       1,282,139
   2,855,000 Federal Home Loan Banks, due 9/02/98       5.54       2,828,042
   2,200,000 Federal Home Loan Banks, due 9/16/98       5.54       2,174,919



<PAGE>




  1,000,000 Federal Home Loan Banks, due 9/18/98       5.80          1,000,154
  1,000,000 Federal Home Loan Banks, due 9/18/98       5.80          1,000,165
    500,000 Federal Home Loan Banks, due 9/21/98       5.90            500,459
    483,000 Federal Home Loan Banks, due 9/23/98       5.60            476,914
  2,330,000 Federal Home Loan Banks, due 9/24/98       5.69          2,330,329
  1,000,000 Federal Home Loan Banks, due 9/30/98       5.74            999,973
  4,300,000 Federal Home Loan Banks, due 10/01/98      5.71          4,300,707
  1,605,000 Federal Home Loan Banks, due 10/02/98      5.69          1,604,937
  1,800,000 Federal Home Loan Banks, due 10/02/98      5.69          1,800,000
  1,000,000 Federal Home Loan Banks, due 10/02/98      6.01          1,000,744
    701,000 Federal Home Loan Banks, due 10/06/98      5.55            690,914
   1350,000 Federal Home Loan Banks, due 10/26/98      5.59          1,326,373
  2,000,000 Federal Home Loan Banks, due 10/27/98      5.80          2,001,285
    286,000 Federal Home Loan Banks, due 10/30/98      5.59            280,809
    426,000 Federal Home Loan Banks, due 11/13/98      5.56            417,453
  5,000,000 Federal Home Loan Banks, due 12/03/98      5.41          4,998,424
  1,650,000 Federal Home Loan Banks, due 12/04/98      5.57          1,611,748
  1,115,000 Federal Home Loan Banks, due 12/28/98      5.60          1,085,397
  1,000,000 Student Loan Marketing Assn., due 11/10/98 5.29            999,193
            Total Investments (100%)                               $61,034,171
Represents  annualized  yield at date of purchase  for discount  securities,  or
coupon  for  coupon-bearing  securities.   Cost  of  investments  for  financial
reporting and for Federal income tax purposes is the same as value.
See accompanying notes to financial statements.



STATEMENT OF ASSETS AND LIABILITIES
June 30, 1998
ASSETS:

 Investments at value which equals
          amortized cost (note 1)                                $61,034,171
  Cash                                                                26,085
       Interest receivable                                           620,715


<PAGE>


      Receivable for fund shares sold                                  6,708
      Other assets                                                     6,471
               Total assets                                       61,694,150
LIABILITIES:
Payables:
        Fund shares redeemed                                          2,532
        Distribution                                                  2,147
Accrued expenses                                                     64,770
Accrued management                                                   22,258
            Total liabilities                                         91,707
NET ASSETS: (applicable to 61,602,443
                      outstanding shares: 500,000,000 shares
                      of $.01 par value authorized)              $61,602,443
NET ASSET VALUE, OFFERING AND
        REDEMPTION PRICE PER SHARE
        ($61,602,443 ÷ 61,602,443)                             $1.00
At June 30, 1998, net assets consisted of:
        Paid-in capital                                           $61,610,246
        Accumulated net realized loss on
                      investments                                     (7,803)
                                                                  $61,602,443

STATEMENT OF OPERATIONS Year Ended June 30, 1998 INVESTMENT INCOME:
        Interest                                                  $3,502,320
EXPENSES:
        Investment management (note 3)                             314,628
        Distribution (note 3)                                      157,314
        Transfer agent                                              66,981



<PAGE>




        Professional (note 3)                                 58,115
        Custodian                                             50,262
        Registration (note 3)                                 40,078
        Shareholder administration (note 3)                   31,267
        Directors                                              9,661
        Other                                                 23,334
                                                             751,640
              Total expenses                           (211,225)
              Net expenses
              Net investment income                    2,961,905
 NET REALIZED GAIN FROM SECURITY TRANSACTIONS
                                                                 774
           Investment management fees and distribution
           plan expenses waived from operations
                                                          $2,962,679



<TABLE>
<CAPTION>

STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended June 30,                                                                         1998                  1997
        OPERATIONS:
<S>                                                                                          <C>                   <C>         
           Net investment income                                                             $  2,961,905          $  3,026,307
           Net realized gain from security transactions                                              774                   401
           Net increase in net assets resulting from operations                                 2,962,679             3,026,708
DISTRIBUTIONS TO SHAREHOLDERS:  
Distributions from net investment income ($0.047 and $0.047 per
share, respectively                                                                             (2,961,905)           (3,025,265) 
Distributions from paid-in capital ($0.001 per share)                                              (70,279)                 _    
CAPITAL SHARE TRANSACTIONS:                                                                          
Change in net assets resulting from capital share transactions (a)                                   
Total increase (decrease) in net assets                                                         (1,235,973)           439,197
NET ASSETS                                                                                      (1,305,478)           440,640
Beginning of period                                                                             62,907,921            62,467,281 
End of period                                                                                  $61,602,443           $62,907,921 

</TABLE>

a)Transactions in capital shares were as follows:
                                           1998                 1997
Shares sold                            $49,705,407          $ 66,841,991
Shares issued in 
reinvestment of distributions            2,981,463             2,945,036
Shares redeemed                        (53,922,843)          (69,347,830)
   Net increase (decrease)             $(1,235,973)              439,197

(a) Transactions in capital shares were as follows:

Notes to Financial Statements

(1) The Fund is a  diversified  series of common  stock of Bull & Bear Funds II,
Inc. (the  "Company"),  a Maryland  corporation  registered under the Investment
Company Act of 1940, as amended, as an open-end  management  investment company.
The Fund's investment  objective is to provide its shareholders  maximum current
income consistent with preservation of capital and maintenance of liquidity. The
Fund invests exclusively in obligations of the U.S. Government, its agencies and
instrumentalities, as set forth in its prospectus. The following is a summary of
significant  accounting  policies  consistently  followed  by  the  Fund  in the
preparation  of its  financial  statements.  The  market  value  of  the  Fund's
portfolio securities is cost adjusted for amortization of premiums and accretion
of discounts.  Dividends  from net  investment  income  (investment  income less
expenses  plus or minus all  realized  gains or losses on the  Fund's  portfolio
securities)  are  declared  daily  and  reinvested  or  paid  monthly.  Security
transactions  are  accounted for on the trade date (the date the order to buy or
sell is  executed).  Interest  income  is  recorded  on the  accrual  basis.  In
preparing financial  statements in conformity with generally accepted accounting
principles,  management makes estimates and assumptions that affect the reported
amounts of assets and  liabilities at the date of the financial  statements,  as
well as the  reported  amounts of revenues  and  expenses  during the  reporting
period. Actual results could differ from those estimates.

(2) The Fund intends to comply with the  requirements  of the  Internal  Revenue
Code   applicable   to  regulated   investment   companies   and  to  distribute
substantially  all of its taxable  investment  income and net capital gains,  if
any, after utilization of any capital loss carryforward, to its shareholders and
therefore no Federal  income tax  provision is required.  At June 30, 1998,  the
Fund had an unused  capital  loss  carryforward  of  approximately  $7,800 which
expires in 2003.

(3) The Fund retains Bull & Bear Advisers, Inc. as its Investment Manager. Under
the  terms  of the  Investment  Management  Agreement,  the  Investment  Manager
receives a  management  fee,  payable  monthly,  based on the average  daily net
assets of the Fund,  at the annual rate of .50 of 1% of the first $250  million,
 .45 of 1% from $250 million to $500  million,  and .40 of 1% over $500  million.
The  Investment  Manager has agreed to waive all or part of its fee or reimburse
the Fund monthly if and to the extent the  aggregate  operating  expenses of the
Fund exceed the most  restrictive  limit imposed by any state in which shares of
the Fund are qualified for sale,  although  currently the Fund is not subject to
any such  limits.  The  Investment  Manager  voluntarily  waived  $53,911 of its
management fee for the year ended June 30, 1998.  Certain officers and directors
of the Fund are officers and  directors of the  Investment  Manager and Investor
Service Center, Inc., the Fund's Distributor. The Fund reimbursed the Investment
Manager $27,357 for providing certain  administrative and accounting services at
cost  for the  year  ended  June  30,  1998.  The  Fund  has  adopted  a plan of
distribution  pursuant  to Rule 12b-1 under the  Investment  Company Act of 1940
(the "Plan"). Pursuant to the Plan, the Fund may pay the Distributor a fee in an
amount of one quarter of one percent per annum of the Fund's  average  daily net
assets as  compensation  for  distribution  and service  activities.  The fee is
intended to cover personal services provided to shareholders in the Fund and the
maintenance  of  shareholder  accounts  and all other  activities  and  expenses
primarily  intended to result in the sale of the Fund's shares. The distribution
fees were waived by Investor  Service  Center for the year ended June 30,  1998.
Investor  Service Center also received  $31,267 for  shareholder  administration
services it provided to the Fund at cost for the year ended June 30, 1998.


<PAGE>

<TABLE>
<CAPTION>

                                                                                 Years Ended June 30,
                                                                      1998          1997          1996         1995          1994
PER SHARE DATA
<S>                                                                 <C>           <C>           <C>          <C>           <C>   
Net asset value at beginning of period                              $1.000        $1.000        $1.000       $1.000        $1.000
Income from investment operations:
      Net investment income                                           .048          .047          .047         .044          .026
Less distributions:
      Distributions from net investment income                      (.047)        (.047)        (.047)       (.044)        (.026)
      Distributions from paid-in capital                            (.001)             _             _            _             _
Net asset value at end of period                                    $1.000        $1.000        $1.000       $1.000        $1.000
TOTAL RETURN                                                         4.88%         4.83%         4.81%        4.53%         2.59%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000's omitted)                        $61,602       $62,908       $62,467      $65,278       $76,351
Ratio of expenses to average net assets (a)                           .86%          .71%          .90%         .89%          .89%
Ratio of net investment income to average net assets (b)             4.71%         4.73%         4.70%        4.41%         2.56%
</TABLE>


(a) Ratio prior to waiver by the Investment  Manager and  Distributor was 1.20%,
1.21%,  1.40%,  1.39%,  and 1.39% for the years ended June 30, 1998, 1997, 1996,
1995,  and  1994,  respectively.  (b) Ratio  prior to  waiver by the  Investment
Manager and Distributor was 4.37%,  4.23%, 4.20%, 3.91%, and 2.06% for the years
ended June 30, 1998, 1997, 1996, 1995, and 1994, respectively.


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Shareholders of Bull & Bear Dollar Reserves, a
series of Bull & Bear Funds II, Inc.:

We have audited the  accompanying  statement of assets and liabilities of Bull &
Bear Dollar  Reserves,  a series of Bull & Bear Funds II,  Inc.,  including  the
schedule of portfolio investments as of June 30, 1998, and the related statement
of operations  for the year then ended,  the statements of changes in net assets
for each of the two years in the period then ended, and the financial highlights
for each of the five years in the period then ended. These financial  statements
and financial  highlights are the responsibility of the Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of June
30, 1998, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall  financial  statements  presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects, the financial position of Bull &
Bear Dollar Reserves as of June 30, 1998, the results of its operations


<PAGE>



for the year then ended, the changes in its net assets for each of the two years
in the period  then ended,  and the  financial  highlights  for each of the five
years in the period then ended, in conformity with generally accepted accounting
principles.



TAIT, WELLER & BAKER

Philadelphia, Pennsylvania

July 17, 1998

DOLLAR RESERVES

For Fund prospectuses and other

investment information, call toll-free

1-888-503-FUND

1-888-503-3863

For shareholder services by

Investor Access, call toll-free

1-888-503-VOICE

1-888-503-8642

Or, access the Fund on the web at


www.mutualfunds.net

Printed on recycled paper

DOLLAR RESERVES

A High Quality Money

Market Fund Investing in

U.S. Government Securities

- -

Income is Generally Free from State and Local Income Taxes

Annual Report

June 30, 1998

Independent Accountants

Tait, Weller & Baker


<PAGE>


This report and the financial  statements contained herein are submitted for the
general  information  of  the  shareholders  of  the  Fund.  The  report  is not
authorized for distribution to prospective investors in the Fund unless preceded
or accompanied by an effective Prospectus.

DR-111-6/8



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