BULL & BEAR GOLD INVESTORS LTD
497, 1995-06-27
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     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. The Fund invests primarily in gold, platinum
and silver  bullion and a global  portfolio of securities of companies  involved
directly  or  indirectly  in  mining,  processing  or  dealing  in gold or other
precious metals ("gold mining  shares").  Income is a secondary  objective.  The
Fund may hold cash in foreign currencies and may invest in gold,  platinum,  and
silver coins. There is no assurance the Fund will achieve its objectives.

     The Fund's  investments may include foreign  securities which may be highly
volatile  and  subject to risks  relating  to  adverse  political  and  economic
developments  abroad,  fluctuations in currency  exchange  rates,  and differing
characteristics  of foreign  economies and markets.  Investments  in gold mining
shares and gold,  platinum,  and silver bullion are considered  speculative  and
subject to substantial price fluctuations and other risks. See "Risk Factors."

- --------------------------------------------------------------------------------
                    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  should know before  investing  in the Fund and should be
retained  for  future  reference.  A  careful  reading  of  this  Prospectus  is
recommended prior to any investment. A Statement of Additional Information about
the Fund dated  November 1, 1994 has been filed with the Securities and Exchange
Commission and is available to prospective investors without charge upon request
to Bull & Bear Service Center, Inc.,  Distributor,  11 Hanover Square, New York,
NY 10005, telephone  1-800-847-4200/1-212-363-1100.  The Statement of Additional
Information,  as  amended or  supplemented  from time to time,  is  incorporated
herein by reference. 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  that 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
Transfer Fees...........................................................  NONE


Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees.........................................................  0.86%
12b-1 Fees..............................................................  1.00%
Other Expenses..........................................................  0.71%
                                                                          ---- 
Total Fund Operating Expenses...........................................  2.57%


Example                             1 year     3 years     5 years     10 years
                                    ------     -------     -------     --------
You would pay the following           $26        $80        $137         $290
expenses on a $1,000 investment, 
assuming a 5% annual return 
and a redemption at the end 
of each time period:

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 the 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  reimbursable to the Investment
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.

<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>    
PER SHARE DATA
Net asset value at beginning
  of period                  $ 16.98   $ 11.62   $ 12.49   $ 13.36   $ 13.27   $ 14.31   $ 18.76     $  9.98   $ 10.21   $ 12.04
                             -------   -------   -------   -------   -------   -------   -------     -------   -------   -------
 Income from investment
   operations:
   Net investment income
     (loss)                     (.11)     (.03)     (.10)      .03       .10       .02       .02        (.02)      .02       .11
   Net realized and
     unrealized
     gain (loss) on            (1.05)     5.39      (.72)     (.87)      .12     (1.03)    (3.08)       8.83      (.21)    (1.82)
                             -------   -------   -------   -------   -------   -------   -------     -------   -------   -------
investments
    Total from investment
      operations               (1.16)     5.36      (.82)     (.84)      .22     (1.01)    (3.06)       8.81      (.19)    (1.71)
                             -------   -------   -------   -------   -------   -------   -------     -------   -------   -------
 Less distributions:
   Distributions from net
     investment income          --        --        (.05)     (.03)     (.13)     (.03)     --          (.03)     (.04)     (.12)
   Distributions from net
     realized gains             (.11)     --        --        --        --        --        (.35)       --        --        --
   Distributions from
     paid-in-capital            --        --        --        --        --        --       (1.04)(c)    --        --        --
                             -------   -------   -------   -------   -------   -------   -------     -------   -------   -------
    Total distributions         (.11)     --        (.05)     (.03)     (.13)     (.03)    (1.39)       (.03)     (.04)     (.12)
                             -------   -------   -------   -------   -------   -------   -------     -------   -------   -------
Net asset value at end
  of period                  $ 15.71   $ 16.98   $ 11.62   $ 12.49   $ 13.36   $ 13.27   $ 14.31     $ 18.76   $  9.98   $ 10.21
                             =======   =======   =======   =======   =======   =======   =======     =======   =======   =======
TOTAL RETURN                   (6.92)%   46.13%    (6.57)%   (6.23)%    1.51%    (7.04)%  (16.77)%     88.48%    (1.87)%  (14.20)%
                             =======   =======   =======   =======   =======   =======   =======     =======   =======   =======

RATIOS/SUPPLEMENTAL DATA
Net assets at end of period
  (000's omitted)            $36,603   $47,489   $24,939   $33,133   $40,301   $37,791   $47,732     $62,256   $20,595   $21,610
                             =======   =======   =======   =======   =======   =======   =======     =======   =======   =======
Ratio of expenses to average
  net assets(a)                 2.57%     3.01%     2.96%     2.59%     2.62%     2.46%     2.33%       2.46%     2.39%     1.74%
                             =======   =======   =======   =======   =======   =======   =======     =======   =======   =======
Ratio of net investment
  income (loss) to 
  average net assets(b)         (.68)%    (.29)%    (.63)%     .34%      .65%      .17%      .10%       (.21)%     .18%     1.08%
                             =======   =======   =======   =======   =======   =======   =======     =======   =======   =======
Portfolio turnover rate          129%      156%       97%       95%       65%       60%       52%         66%       32%       30%
                             =======   =======   =======   =======   =======   =======   =======     =======   =======   =======
</TABLE>


(a)  Ratio prior to reimbursement  by the Investment  Manager was 2.52% in 1987,
     2.44% in 1988, and 2.70% in 1989.

(b)  Ratio prior to reimbursement by the Investment  Manager was (.27%) in 1987,
     (.01%) in 1988, and (.07%) in 1989.

(c)  The  distribution  represents  amounts  required to be distributed to avoid
     imposition of excise taxes on realized capital gains.

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

<TABLE>
<CAPTION>
                           Amount of Debt       Average Amount of         Average Number of         Average Amount of
 Fiscal Years 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                 $232,392                 2,820,198                   $0.08
        1993                      0                   76,436                 2,296,254                    0.03
        1992                      0                  104,041                 2,398,765                    0.04
</TABLE>


                                       2

<PAGE>



                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Transaction and Operating Expenses.  2    Distributions and Taxes ..........  14
Financial Highlights ..............  2    Determination of Net Asset Value .  15
General ...........................  3    The Investment Manager ...........  15
The Fund's Investment Program .....  4    Distribution of Shares ...........  16
Risk Factors ......................  6    Performance Information ..........  16
How to Purchase Shares ............  8    Capital Stock ....................  17
Shareholder Services ..............  9    Custodian and Transfer Agent .....  17
How to Redeem Shares .............. 12
- --------------------------------------------------------------------------------

                                     GENERAL

Purpose of the Fund.  The Fund is designed  for  investors  who are seeking long
term capital appreciation through holdings of gold, platinum and silver bullion,
a global portfolio of gold mining shares, and other investments considered to be
an inflation hedge.

Gold  Investing.  The  Investment  Manager  believes that  investments  in gold,
platinum  and silver  bullion and gold mining  shares  offer an  opportunity  to
achieve the long term capital  appreciation  necessary to protect wealth against
eroding monetary values.  Modern history indicates that many leading  industrial
nations are now pursuing  policies with  potentially  irreversible  inflationary
consequences  worldwide.  In these nations the leaders of government,  business,
labor, and consumer groups are seeking increasingly differing objectives, making
the concerted  efforts necessary to control inflation more elusive than ever. As
a result,  political pressures to counteract economic slowdowns have resulted in
long term increases in government  deficits and high rates of growth of monetary
reserves  and credit,  along with other  factors  such as  increases in wage and
benefit payments exceeding increases in productivity. These conditions have been
major factors in the inflationary  cycles experienced over the past thirty years
in the United States and abroad.  During  periods of  accelerating  inflation or
currency  uncertainty,  worldwide  investment  demand for gold and securities of
gold mining  companies  tends to  increase  and during  periods of  decelerating
inflation  and currency  stability,  it tends to decrease.  Other  uncertain and
unstable  political and social  conditions have also stimulated demand for gold.
The  Investment  Manager  believes  that the  accelerating  growth  of  monetary
reserves and credit in major  industrial  markets may favorably  effect gold and
gold mining share prices.

Adding the Fund to Your Portfolio.  Although  investing in bullion,  gold mining
shares and foreign securities may involve special  considerations and additional
investment  risks (see "Risk  Factors"),  the Investment  Manager  believes that
these  investments  may offer  greater  capital  appreciation  potential  during
inflationary and politically unstable periods.  Also, since the market action of
gold mining  shares has tended to move  against or  independently  of the market
trend of other sectors of the economy, the addition of an investment in the Fund
to an investor's portfolio may increase the individual investor's overall return
and may reduce overall  fluctuations in portfolio value.  Thus, an investment in
the Fund should be considered part of an overall  investment program rather than
a complete investment  program.  There is, of course, no assurance that the Fund
will achieve its objectives.

Portfolio  Management.  The Fund's Portfolio Manager is Bassett S. Winmill.  Mr.
Winmill is Chairman of the Investment  Policy Committee of Bull & Bear Advisers,
Inc., the Fund's Investment  Manager.  He is a member of the New York Society of
Security Analysts and the Association for Investment Management and Research.


                                        3

<PAGE>


                          THE FUND'S INVESTMENT PROGRAM

     In seeking to achieve its primary investment objective of long term capital
appreciation,  the Fund will concentrate its investments in gold, platinum,  and
silver bullion and gold mining shares.  This  fundamental  concentration  policy
means at least 25%  will,  and up to 100% of its  assets  may,  be so  invested.
Normally,  at least 65% of the Fund's  total  assets  will be invested in equity
securities  (including  common stocks,  convertible  securities and warrants) of
companies  involved  directly or indirectly in mining,  processing or dealing in
gold or other precious metals, gold, platinum and silver bullion and gold coins.
Currently,  the Fund  limits its  investments  in  bullion as a  non-fundamental
investment policy to less than 25% of total assets.

     The Fund may invest up to 35% of the Fund's total assets in  securities  of
companies that own or develop natural resources and other basic commodities,  in
securities  of selected  growth  companies,  and  securities  issued by the U.S.
Government,  its agencies or instrumentalities,  as a non-fundamental investment
policy.  Natural resources include ferrous and non-ferrous metals (such as iron,
aluminum  and  copper),   strategic  metals  (such  as  uranium  and  titanium),
hydrocarbons (such as coal, oil and natural gases), chemicals,  forest products,
real estate, food products and other basic commodities,  which historically have
been  produced  and  marketed  profitably  during  periods of rising  inflation.
Selected growth  companies in which the Fund may invest  typically have earnings
or tangible  assets which are expected to grow faster than the rate of inflation
over time. The Investment  Manager believes that such investments can also offer
excellent opportunities to provide hedges against inflation.

     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.

Options,  Futures,  and Forward Currency  Contracts.  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
covered  straddles,  purchase  and write put and call  options on stock and 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, stock and 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

                                        4

<PAGE>


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  attempt to 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 set aside 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.

Fixed  Income  Securities.  When seeking to achieve its  secondary  objective of
income,  the  Fund  will  normally  invest  in  investment  grade  fixed  income
securities.  Investment  grade  securities  are  those  rated  in the  top  four
categories by a nationally  recognized  statistical rating  organization such as
Standard & Poor's Ratings Group or Moody's Investors Service,  Inc., ("Moody's")
or, if unrated,  are  determined by the  Investment  Manager to be of comparable
quality.  Moody's  considers  securities in the fourth highest  category to have
speculative characteristics.  Such securities may include long, intermediate and
short  maturities,  depending on the Investment  Manager's  evaluation of market
patterns and trends.  The Fund may invest for  temporary  defensive  purposes in
high grade fixed income securities.  The Fund may invest up to 35% of its assets
in fixed income  securities  rated below  investment  grade,  although it has no
current  intention  of investing  more than 5% of its assets in such  securities
during  the  coming  year.  The Fund may also  invest  without  limit in unrated
securities if such securities  offer, in the opinion of the Investment  Manager,
the opportunity for a high overall return by reason of their yield,  discount at
purchase,  or potential for capital appreciation without undue risk.  Securities
rated below  investment  grade and many  unrated  securities  may be  considered
predominantly  speculative and subject to greater market  fluctuations and risks
of loss of income and principal than higher rated fixed income  securities.  The
market  value of fixed income  securities  usually is affected by changes in the
level of interest  rates.  An  increase  in  interest  rates tends to reduce the
market  value of such  investments,  and a decline in  interest  rates  tends to
increase  their  value.  In  addition,   fixed  income  securities  with  longer
maturities,  which tend to produce  higher  yields,  are subject to  potentially
greater capital  appreciation  and  depreciation  than  obligations with shorter
maturities.  Fluctuations  in  the  market  value  of  fixed  income  securities
subsequent to their  acquisition do not affect cash income from such  securities
but are reflected in the Fund's net asset value.

Lending.  Pursuant to an arrangement  with its custodian bank, 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.

                                        5

<PAGE>


Other Information.  The Fund is  "non-diversified," as defined in the Investment
Company  Act of 1940  ("1940  Act"),  but  intends to  continue  to qualify as a
regulated  investment  company for Federal income tax purposes.  This means,  in
general,  that more than 5% of the Fund's  total  assets may be  invested in the
securities of one issuer  (including a foreign  government),  but only if at the
close of each quarter of the Fund's taxable year,  the aggregate  amount of such
holdings is less than 50% of the value of its total  assets and no more than 25%
of the  value of its total  assets is  invested  in the  securities  of a single
issuer.  To the  extent  that the  Fund's  portfolio  at times may  include  the
securities  of a smaller  number of issuers  than if it were  "diversified",  as
defined in the 1940 Act,  the Fund will at such times be subject to greater risk
with respect to its portfolio securities than an investment company that invests
in a broader range of securities,  in that changes in the financial condition or
market assessment of a single issuer may cause greater fluctuation in the Fund's
total return.

     The Fund may borrow money from banks for  temporary  or emergency  purposes
(not for leveraging or investment) and engage in reverse repurchase  agreements,
but not in excess of an amount  equal to one third of the Fund's  total  assets.
The Fund may not purchase  securities  for  investment  while any bank borrowing
equaling 5% or more of its total assets is outstanding.  The Fund may invest (i)
up to 15%  of its  net  assets  in  illiquid  securities,  including  repurchase
agreements  with a  maturity  of more than  seven days and (ii) up to 10% of its
total assets in  restricted  securities.  In addition to the Fund's  fundamental
investment  objectives and its fundamental  concentration  policy,  the Fund has
adopted certain investment restrictions set forth in the Statement of Additional
Information  that are  fundamental  and may not be changed  without  shareholder
approval.  The Fund's other  investment  policies are not fundamental and may be
changed by the Board of Directors without shareholder  approval.  For the fiscal
years ended June 30, 1994, 1993 and 1992, the Fund's portfolio turnover rate was
129%,  156% and 97%,  respectively.  A higher  portfolio  turnover rate involves
correspondingly  greater transaction costs and increases the potential for short
term capital gains and taxes.

                                  RISK FACTORS

     Because  of the  following  considerations,  shares  of the Fund  should be
considered  speculative  and should  not be  considered  a  complete  investment
program. Risks relating to the Fund's investment policies include:

1. Price  Fluctuations  in Bullion.  The value of the Fund's  investments may be
affected by changes in the price of gold, platinum,  and silver. Gold, platinum,
and  silver  have been  subject to  substantial  price  fluctuations  over short
periods of time.  The prices have been  influenced by industrial  and commercial
demand, investment and speculation,  and monetary and fiscal policies of central
banks and governmental and international agencies. Price fluctuations in bullion
have also caused large price fluctuations in gold mining shares.

2. Concentration of Source of Supply and Control of Sales. Currently,  there are
only six major producers of gold: the Republic of South Africa ("South Africa"),
the United States,  the Commonwealth of Independent  States (the "CIS," formerly
the Union of Soviet Socialist Republics), Australia, Canada, and China. As South
Africa  and the CIS are two major  producers  of gold and  platinum,  changes in
political,  social and economic conditions affecting either country pose certain
risks to the  Fund's  investments.  The social  upheaval  and  related  economic
difficulties in South Africa and the CIS, may, from time to time,  influence the
price of gold and platinum and the share values of mining companies  involved in
South Africa and the CIS and elsewhere.  Investors should understand the special
considerations  and  risks  related  to such  an  investment  emphasis,  and its
potential   effect  on  the  Fund's  per  share  value.   South  Africa  depends
predominantly  on gold sales for the foreign  exchange  necessary to finance its
imports,  and its sales policy is necessarily  subject to national  economic and
political  developments.  The ability of the Fund to make  investments  in South
Africa may also be affected by changes in U.S. laws or  regulations  relating to
South Africa or foreign investments generally.

3. Concentration. As a fundamental policy, the Fund concentrates its investments
in gold mining shares and in gold,  platinum,  and silver bullion. The policy of
concentrating its investments  involves additional  investment risks,  increased
problems of liquidity, and causes the value of its shares to fluctuate more than
if it invested in a greater number of industries.


                                        6

<PAGE>


4. Tax or Currency Laws. Changes in tax or currency laws of the United States or
foreign countries,  such as imposition of withholding taxes or other taxes or of
exchange controls on foreign currencies, may inhibit or increase the cost of the
Fund's pursuit of its investment program.

5.  Unpredictable   International  Monetary  Policies,  Economic  and  Political
Conditions.  There is the possibility that under unusual international  monetary
or  political  conditions  the Fund's  assets  might be less  liquid or that the
change in value of its assets might be more volatile than would be the case with
other investments. In particular,  because the price of gold and platinum may be
affected  by  unpredictable   international   monetary   policies  and  economic
conditions  there may be greater  likelihood of a more dramatic  impact upon the
market prices of securities of companies  mining,  processing or dealing in gold
and other precious metals than would occur in other industries.

6. Foreign Securities,  Markets and Currencies.  Investors should understand and
consider   carefully  the  substantial  risks  involved  in  foreign  investing.
Investing in 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,  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.  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 for investment companies investing exclusively in domestic securities.

     Securities may be purchased by the Fund on U.S. and foreign stock exchanges
or in the  over-the-counter  market.  Foreign stock markets are generally not as
developed or efficient as those in the United  States.  In most foreign  markets
volume  and  liquidity  are  less  than in the  United  States  and,  at  times,
volatility of price can be greater than in the United States.  Fixed commissions
on some foreign stock  exchanges are higher than the  negotiated  commissions on
U.S. exchanges. There is generally less government supervision and regulation of
foreign stock exchanges, brokers and companies than in the United States. If the
Fund invests in  countries in which  settlement  of  transactions  is subject to
delay, the Fund's ability to purchase and sell portfolio  securities at the time
it desires may be hampered.  Delays in settlement practices in foreign countries
may  also  affect  the  Fund's  liquidity,  making  it  more  difficult  to meet
redemption  requests,  or require the Fund to maintain a greater  portion of its
assets in money market  instruments in order to meet such requests.  Some of the
securities  in which the Fund invests may not be widely  traded,  and the Fund's
position in such  securities  may be  substantial  in relation to the market for
such  securities.  Accordingly,  it may be difficult  for the Fund to dispose of
such  securities  at  prevailing  market  prices  in  order  to meet  redemption
requests.

     Since investment in foreign  securities usually involves foreign currencies
and  since  the Fund may  temporarily  hold  cash 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

                                        7

<PAGE>


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 hold a  portion  or all of its  cash in the form of  foreign
currencies.  Because investments in foreign currencies as well as in bullion and
coins do not yield  income,  the Fund may not  achieve its  secondary  objective
during periods when it holds significant positions in such investments. The Fund
purchases  or sells gold,  platinum,  and silver  bullion  primarily of standard
weight  at the  best  available  prices  in the New  York  bullion  market  (see
"Determination of Net Asset Value").  The Investment Manager retains discretion,
however,  to  purchase  or sell  bullion  in other  markets,  including  foreign
markets, if better prices can be obtained.

                             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  Fund
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 Gold  Investors,  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 Gold  Investors,  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).


                                        8

<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 and
accompanied  by a sample 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 Gold  Investors
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;  Gold  Investors,  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, as noted above.

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
transfers,  it  is  recommended  that  shareholders  not  request  certificates.
Shareholders  receive  confirmation  statements  upon the  purchase  and sale of
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 submitting checks for
investment  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

                                        9

<PAGE>


recently  purchased by check or until it is reasonably assured of payment 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.

Transfer Privileges. Shareholders may transfer their investment by exchanging 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, telephone  1-800-847-4200.  The other Fund's prospectus should be read
in advance.

     To  implement a  transfer,  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 Years 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 most  state and local
     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  Global  Income Fund seeks a high level of income from a global
     portfolio  of primarily  investment  grade fixed  income  securities.  Free
     unlimited check writing ($250 minimum per check). Pays monthly dividends.


                                       10

<PAGE>


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.

     Transfer  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 regular  trading on
the next business day of the Fund. Transfer 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.  Transfers may be difficult or impossible to
implement  during  periods of rapid  changes in economic  or market  conditions.
Transfer  privileges  may be  terminated  or  modified by the Fund upon 60 days'
notice. For tax purposes,  transfers are treated as a redemption and purchase of
shares.  Shareholders  may give  transfer  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 have proceeds of  securities  sold in their  brokerage  account
     used to purchase shares of any of the Bull & Bear Funds.  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 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") 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.


                                       11

<PAGE>


     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  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,  a minimum of $500 may be
transferred at any time by toll-free telephone into Bull & Bear Dollar Reserves,
Bull & Bear's money market fund, offering free personalized checks, a $250 check
writing  minimum ($100 minimum for Bull & Bear Securities  Performance  Plus(sm)
discount brokerage  accounts),  and no limit on the number of checks that may be
written.  The Bull & Bear Dollar Reserves  prospectus  should be read in advance
and an Account Application submitted for the check writing privilege.

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

                                       12

<PAGE>


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
if a check is requested, by regular mail) 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
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 mailed 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. Transfer 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 transfer,  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

                                       13

<PAGE>


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
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 pays dividends annually to its shareholders from its net
investment  income,  if any. The Fund also makes an annual  distribution  to its
shareholders  out of any net  realized  capital  gains,  after off  setting  any
capital  loss  carryover,  and any net  realized  gains  from  foreign  currency
transactions.  Dividends  and other  distributions,  if any,  are  declared  and
payable to  shareholders  of record on a date in  December  of each  year.  Such
distributions  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 gains. 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,  dividends and other  distributions are treated in the same
manner whether  received in additional Fund shares or in 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's  investments in gold,  platinum and silver bullion and coins may
result in the Fund's  failing to meet certain income or asset tests that must be
satisfied  to  qualify  as  a  regulated  investment  company  under  the  Code.
Accordingly, the Investment Manager will endeavor to manage the Fund's portfolio
so that (1) income and gains derived from  investments in bullion and coins (and
any other "non-qualified" income) will not exceed 10% of the Fund's gross annual
income and (2) less than 50% of the value of the Fund's  total  assets as of the
close of each  quarter of its taxable year will be invested in bullion and coins
(and any other "non-qualified assets"). If the Fund did not qualify for taxation
as a regulated  investment  company,  it would be required to pay Federal income
tax on its net income,  which would reduce the amount available for distribution

                                       14

<PAGE>


to shareholders.  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.

     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 are
otherwise 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  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,  of 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.


                                       15

<PAGE>


                             DISTRIBUTION OF SHARES

     Pursuant  to a  Distribution  Agreement  between  the  Fund and Bull & Bear
Service Center,  Inc. (the  "Distributor") the Distributor to acts as the Fund's
exclusive agent for the sale of Fund shares. The Fund has also adopted a plan of
distribution  (the "Plan")  pursuant to Rule 12b-1 under the Investment  Company
Act of 1940 ("1940 Act").  Pursuant to the Plan,  the Fund pays the  Distributor
monthly a  distribution  fee in an amount of  three-quarters  of one percent per
annum of the Fund's  average  daily net assets and a service fee in an amount of
one-quarter of one percent per annum of the Fund's average daily net assets. The
service  fee  portion  is  intended  to  cover  personal  services  provided  to
shareholders  in the Fund  and the  maintenance  of  shareholder  accounts.  The
service  fee may be retained or passed  through by the  Distributor  to brokers,
banks and others who provide services to Fund shareholders. The distribution fee
portion  is  intended  to cover  all other  activities  and  expenses  primarily
intended to result in the sale of the Fund's shares.  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 Funds
and Bull & Bear Securities, Inc. will benefit therefrom.

                             PERFORMANCE INFORMATION

     From time to time the Fund may advertise its "average  annual total return"
or "total  return"  (which may be  referred  to as  cumulative  total  return or
cumulative  growth)  over  specified  periods.  Average  annual  total return is
calculated  pursuant to a  standardized  formula  which  assumes a  hypothetical
$10,000  investment  in the Fund was  redeemed at the end of a stated  period of
time,  after giving effect to the  reinvestment  of dividends and  distributions
during the period.  The return is  expressed  as a  percentage  rate  which,  if
applied on a compounded  annual basis,  would result in the redeemable  value of
the investment at the end of the period. Total return is computed on a per share
basis,  assumes  the  reinvestment  of  dividends  and  distributions,   and  is
calculated by combining the income and principal  changes for a specified period
and  dividing by the net asset value per share at the  beginning  of the period.
Advertisements  may show total return as a percentage  rate or as the value of a
hypothetical  investment at the end of the period. The Fund's performance may be
compared to the  performance of broad groups of comparable  mutual funds, or the
performance  of unmanaged  indexes of  comparable  securities.  The Fund's total
return is based upon  historical  performance  information  and not  intended to
indicate future performance.

[The  following  plot  points  were  used to  construct  a graph in the  printed
prospectus  showing the results of an initial  investment of $10,000 in the Fund
from July 1, 1984 to June 30, 1994 with dividends and capital gains  reinvested.
The Fund's  average  annual total return for periods ending June 30, 1994 are as
follows: one year (6.92)%; five years 3.88%; ten years 4.04%.]

<TABLE>
<CAPTION>
           1985     1986       1987      1988      1989      1990      1991      1992      1993      1994

<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>   
Fund      $8,583    8,422     15,884    13,156    12,291    12,473    11,691    10,922    15,960    14,862

S&P500    13,099   17,789     22,269    20,747    25,006    29,128    31,284    35,482    40,313    40,882
</TABLE>


                                       16

<PAGE>


     The  Fund's  performance  during  the year  generally  reflected  primarily
fluctuations  in the prices of gold and other precious  metals.  Although prices
increased  over  the  April  1993  through   August  1994  period,   short  term
fluctuations  displayed substantial up and down volatility in response to global
economic and political events.  Commodity and hedge fund  speculation,  changing
Far East economic demand and political developments,  European currency turmoil,
international  trade activity,  jewelry  manufacturing  levels, and central bank
policies all tended to affect  price levels over the recent  fiscal year period.
The Fund's  investments in South Africa were also  specifically  affected by the
general  elections  there and the resulting  impact on the discount  between the
financial rand (with which the Fund may purchase South African  securities)  and
the commercial rand (for domestic South African entities). Over the fiscal year,
the Fund engaged in futures and options  transactions to fix the costs of future
investments,  to hedge against  potential  price declines in the market value of
certain portfolio securities, and to enhance returns. The Fund did not invest in
coins  although  permitted to do so by the Fund's  current  investment  policies
during the year.

                                  CAPITAL STOCK

     The Fund, a  non-diversified  open-end  investment  company  organized as a
Maryland corporation in 1987,  commenced  investment  operations in January 1988
when it merged with Bull & Bear Gold Investors Ltd. (formerly Golconda Investors
Ltd.), a New York corporation. The Fund is authorized to issue up to 500,000,000
shares of common stock ($.01 par value).  The Fund's stock 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.  Each share has equal
dividend,  voting, liquidation and redemption rights with every other share. The
shares have no preemptive,  conversion or cumulative  voting rights and they are
not subject to further  call or  assessment.  The Board of Directors of the Fund
may establish additional series or classes of shares, although it has no current
intention of doing so.

     In accordance  with the  provisions of 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 Fund, the Fund'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 Fund'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
vote on the Fund's investment  management  agreement,  plan of distribution,  or
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 between the custodian and 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.  All of the
Fund's gold,  platinum,  and silver bullion is held by Wilmington Trust Company,
Rodney Square North,  Wilmington,  DE 19890. The custodian also performs certain
accounting services for the Fund.

     The Fund's  transfer and dividend  disbursing  agent is Supervised  Service
Company, 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.

                                       17

<PAGE>


     BULL
   &
     BEAR-----------------------------------------------------------------------
     Performance Driven (R)


                                   BULL & BEAR
                               GOLD INVESTORS LTD.

Supplement of November 1, 1994 to the
  Prospectus dated November 1, 1994

The following is intended to substitute for certain information contained in the
Prospectus  in the  sections  entitled  "How to Purchase  Shares,"  "Shareholder
Services," "How to Redeem Shares," and "Custodian and Transfer Agent".

Until November 18, 1994, Fund/Plan Services,  Inc., P.O. Box 8070, Philadelphia,
PA 19101 is the Transfer  Agent for the Fund.  Accordingly,  until  November 18,
1994, the following information is applicable:

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
8070, Philadelphia, PA 19101.

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 Gold  Investors  together  with a Bull & Bear
FastDeposit form to Bull & Bear Service Center, P.O. Box 410677, Kansas City, MO
64179.

Investing 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 Gold  Investors
Ltd. 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/Attn:  Fund/Plan
Services, Inc. A/C  98-7037-071-9/Gold Investors, investor's name(s) and account
number. 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 8070, Philadelphia, PA 19101.

Dividend  Sweep  Privilege.  Shareholders  may cancel this  Privilege by mailing
written notification to Bull & Bear Service Center, P.O. Box 8070, Philadelphia,
PA 19101.

Liquidity.  Generally,  shareholders may require the Fund to redeem their shares
by submitting a written  request to Bull & Bear Service  Center,  P.O. Box 8070,
Philadelphia, PA 19101, signed by the record owner(s).


GIL-11/4.WI

                                         18

<PAGE>



     BULL
   &
     BEAR-----------------------------------------------------------------------
     Performance Driven (R)


                                   BULL & BEAR
                               GOLD INVESTORS LTD.


  Supplement dated June __, 1995 to the
    Prospectus dated November 1, 1994


     Bull & Bear Advisers,  Inc. is the Fund's Investment Manager.  The Board of
Directors has approved, subject to shareholder approval, a subadvisory agreement
between the Investment Manager and Lion Resource Management Limited. Pursuant to
the  Subadvisory  Agreement,  the  Subadviser  will advise and consult  with the
Investment  Manager  regarding the  selection,  clearing and  safekeeping of the
Fund's  portfolio  investments  and assists in pricing and generally  monitoring
such investments.  The Subadviser also will provide the Investment  Manager with
advice as to allocating  the Fund's  portfolio  assets among various  countries,
including the United States,  and among  equities,  bullion,  and other types of
investments,  including recommendations of specific investments.  The Investment
Manager,  not the Fund,  will pay the  Subadviser  monthly a fee based  upon the
Fund's  performance  and its  total net  assets.  Based in  London  (U.K.),  the
Subadviser is a part of Lion Mining Group,  which specializes in gold mining and
resource company investment  management,  corporate finance and consulting.  For
shareholders of record on July __, 1995, proxy material describing the foregoing
more  fully will be mailed on or about July __,  1995 and is  available  without
charge by  calling  Bull & Bear  Service  Center,  1-800-847-4200.  A meeting of
shareholders to consider the  Subadvisory  Agreement is scheduled for August __,
1995.


                                                                        GL-S-6/5




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