BULL & BEAR GOLD INVESTORS LTD
497, 1998-09-10
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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.  The Fund may also
borrow money from banks from time to time to purchase or carry securities.  Such
borrowing  is  speculative  and  increases  both   investment   opportunity  and
investment risk. See "Risk Factors."

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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 contains  information you should know about the Fund before
you  invest.  Please  keep it for  future  reference.  The Fund's  Statement  of
Additional  Information,  dated  September  2,  1998,  has been  filed  with the
Securities and Exchange  Commission  ("SEC") and is incorporated by reference in
this  prospectus.  It  is  available  at  no  charge  by  calling  toll-free  at
1-888-503-FUND    (1-888-503-3863).    The   SEC    maintains    a   Web    site
(http://www.sec.gov)   that   contains  the  Fund's   Statement  of   Additional
Information, material incorporated by reference, and other information regarding
registrants that file electronically with the SEC, as does the Fund. Fund shares
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 TABLES. The tables and example below are designed to help you understand
the various  costs and expenses  that you will bear directly or indirectly as an
investor  in the Fund.  A $2 monthly  account  fee is  charged  if your  average
monthly  balance is less than $500,  unless you are in the Bull & Bear Automatic
Investment Program (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 Fee within 30 days of purchase............................. 1.00%
Redemption Fee after 30 days of purchase............................... NONE
Exchange Fees.......................................................... NONE
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees....................................................... 0.98%
12b-1 Fees............................................................ 1.00%
Other Expenses........................................................ 1.90%
Total Fund Operating Expenses......................................... 3.88%


EXAMPLE                                  1 year   3 years   5 years     10 years
                                         ------   -------   -------     --------
You would pay the following expenses 
on a $1,000 investment, assuming a        $39      $118       $200         $410
5% annual return and a redemption 
at the end of each time period:

The example set forth above  assumes  reinvestment  of all  dividends  and other
distributions  and uses an assumed 5% annual  rate of return as  required by the
SEC.  THE  EXAMPLE  IS AN  ILLUSTRATION  ONLY AND SHOULD  NOT BE  CONSIDERED  AN
INDICATION OF PAST OR FUTURE  RETURNS AND EXPENSES.  ACTUAL RETURNS AND EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN.  The percentages  given for annual Fund
expenses are based on the Fund's operating expenses and average daily net assets
during its fiscal year ended June 30, 1998. 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"  includes  amounts  paid to the Fund's
custodian and Transfer Agent and reimbursable to the Investment  Manager and the
Distributor for certain  administrative and shareholder  services,  and interest
expense from the Fund's bank borrowing.

FINANCIAL   HIGHLIGHTS  are  presented  below  for  a  share  of  capital  stock
outstanding throughout each period. The following information is supplemental to
the Fund's audited  financial  statements  and report thereon of Tait,  Weller &
Baker, independent accountants,  appearing in the June 30, 1998 Annual Report to
Shareholders  and  incorporated  by  reference in the  Statement  of  Additional
Information.


<TABLE>
<CAPTION>
                                                          YEARS ENDED JUNE 30, 

PER SHARE DATA                               1998    1997     1996     1995    1994    1993    1992    1991     1990      1989
Net asset value at beginning of period       $7.14   $14.02   $13.13  $15.71   $16.98 $11.62  $12.49  $13.36   $13.27    $14.31
 Income from investment operations:
<S>                                         <C>      <C>      <C>     <C>     <C>     <C>    <C>      <C>      <C>      <C>
   Net investment income (loss)...          (.12)    (.25)    (.22)     --     (.11)   (.03)  (.10)    .03      .10      .02
   Net realized and unrealized gain(loss)
   on investments.................          (2.94)   (4.36)   2.72     (1.13)  (1.05)   5.39   (.72)   (.87)    .12     (1.03)
                                            ------   ------   ----     ------  ------   ----   -----   -----    ---     ------
    Total from investment operations        (3.06)   (4.61)   2.50     (1.13)  (1.16)   5.36   (.82)   (.84)    .22     (1.01)
                                            ------   ------   ----     ------  ------   ----   -----   -----    ---     ------
 Less distributions:
   Distributions from net investment income   --       --       --      --       --      --    (.05)   (.03)   (.13)    (.03)
   Distributions from net realized gains..   (.41)   (2.27)  (1.61)    (1.45)   (.11)    --      --      --      --       --
   Distributions from paid-in-capital         --       --       --      --       --      --      --      --      --       --
    Total distributions...........           (.41)   (2.27)  (1.61)    (1.45)   (.11)    --    (.05)   (.03)   (.13)    (.03)
                                             -----   ------  ------    ------   -----          -----   -----  -----    -----
Net asset value at end of period..           $3.67   $7.14   $14.02    $13.13  $15.71  $16.98  $11.62 $12.49  $13.36   $13.27
                                             =====   =====   ======    ======  ======  ======  ====== ======  ======   ======
TOTAL RETURN......................         (43.45)% (37.81)% 21.01%   (8.01)%  (6.92)% 46.13% (6.57)% (6.23)% 1.51%   (7.04)%
                                           ================  ======   =======  ======= ====== ======= ======= =====   =======
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000's omitted) $8,324  $15,217  $27,489  $29,007  $36,603 $47,489 $24,939 $33,133 $40,301  $37,791
                                            ======  =======  =======  =======  ======= ======= ======= ======= =======  =======
Ratio of expenses to average net assets      3.57%    2.77%    2.93%   2.82%    2.54%   3.01%  2.96%   2.59%  2.62%    2.46%
(a)(b)(c)                                    =====    =====    =====   =====    =====   =====  =====   =====  =====    =====
Ratio of net investment income (loss) to                        
average net assets(d)(e)..........          (2.09)%  (1.89)%  (1.49)%  0.12%   (.65)%  .27)%  (.61)%    .34%    .65%    .17%
                                            =======  =======  =======  =====   ======  =====  ======    ====    ====    ====
Portfolio turnover rate...........           136%      37%      61%     158%    129%    156%    97%     95%    65%      60%
                                             ====      ===      ===     ====    ====    ====    ===     ===    ===      ===
Average commission per share......          $.0118  $0.0180   $0.0202
                                            ======  =======   =======
</TABLE>

(a) Ratio prior to  reimbursement  by the Investment  Manager was 2.70% in 1989.
(b) Ratios  including  interest  expense were 3.88%,  2.94%,  3.05%,  2.93%, and
2.57%,  for the  years  ending  June 30,  1998,  1997,  1996,  1995,  and  1994,
respectively.  (c) Ratio  after  custodian  credits was 3.51% for the year ended
June 30, 1998. (d) Ratio prior to  reimbursement  by the Investment  Manager was
(.07)% in 1989. (e) Ratios  including  interest  expense were (2.40)%,  (2.06)%,
(1.61)%, .01%, and (.68)%, for the years ending June 30, 1998, 1997, 1996, 1995,
and 1994, respectively.

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 Year Ended       Outstanding at End       Debt Outstanding      Shares Outstanding      Debt Per Share
        June 30                of Period            During the Period      During the Period     During the Period
<S>                          <C>                   <C>                     <C>                   <C>  
          1998                  $717,836                $618,636              2,226,376               $0.28
          1997                 1,276,840                 471,972              2,086,047                0.23
          1996                     0                    501,113               2,115,363                0.24
          1995                     0                    464,223               2,446,903                0.19
          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>


                                TABLE OF CONTENTS

Expense Tables.......................2 Distributions and Taxes..............14
Financial Highlights.................2 Determination of Net Asset Value.....15
General..............................3 Investment Manager...................16
The Fund's Investment Program........3 Distribution of Shares...............16
Risk Factors.........................5 Performance Information..............17
How to Purchase Shares...............9 Capital Stock........................17
Shareholder Services................11 Custodian and Transfer Agent.........17
How to Redeem Shares................13



                                     GENERAL

PURPOSE  OF THE FUND.  The Fund is  designed  for  investors  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
inflation hedges.

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
investments  in  bullion  and gold  mining  shares  may  offer  greater  capital
appreciation  potential during  inflationary and politically  unstable  periods.
Additionally,  since the market  action of gold mining shares has tended to move
independently  of or against the market  trends of other sectors of the economy,
adding an  investment  in the Fund to your  portfolio  may increase your overall
return and may reduce overall  fluctuations in portfolio  value. You should not,
however, consider a purchase of Fund shares to be a complete investment program.
There is no assurance that the Fund will achieve its objectives.

                          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 mining shares
and gold, platinum,  and silver bullion. This means at least 25% will, and up to
100% of its assets may, be so  invested.  Generally,  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
bullion investments to less than 25% of its total assets.

    The Fund may invest up to 35% of its 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. 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.  Pending
investment or for  temporary  defensive  purposes,  the Fund may commit all or a
portion of its assets to cash (U.S. dollars and/or foreign currencies) or invest
in money market  instruments of U.S. and foreign issuers,  including  repurchase
agreements.

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

                                        2

<PAGE>



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
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.

SHORT SALES.  The Fund may from time to time use short  sales,  which means that
the Fund may sell a security that it does not own in the hope of replacing it by
a later purchase at a lower price.  In order to make delivery to the buyer,  the
Fund must borrow the  security.  When it does,  the Fund incurs an obligation to
replace that security, whatever its price may be, at the time the Fund purchases
it for  delivery  to the  lender.  The Fund must  also pay to the  lender of the
security the  dividends or interest  payable  during such period and may have to
pay a premium to borrow the  security.  The  proceeds  of the short sale will be
retained by the broker, to the extent necessary to meet the margin requirements,
until the short  position is closed out. The  obligation to restore the borrowed
security will at all times also be secured by  collateral  consisting of cash or
liquid  securities whose value is marked to the market daily. In addition to the
amount  required  to be  maintained  by the broker,  a similarly  collateralized
deposit will be made to a segregated  account at the Fund's custodian bank in an
amount such that the value of these two deposits will, at all times, be at least
equal to the current market value of the securities sold short.  Ordinarily,  no
interest  will be received by the Fund on the proceeds of the short sale held by
the broker,  although  income from the collateral  securities will belong to the
Fund. The Fund will incur a loss,  which could be  substantial,  if the price of
the security  increases between the date of the short sale and the date on which
it purchases securities to replace those borrowed.  The Fund will realize a gain
if the security  declines in price between those dates.  Any such gain will be a
short term gain.

    The  frequency  of short  sales by the Fund may vary  substantially,  and no
specified portion of the Fund's assets will be invested in short sales. However,
not more than 25% of the Fund's net assets will be used to  collateralize  short
sales. To adhere to the 25% limitation,  the Fund may be required to cover short
sales at a disadvantageous time.

    The Fund may also  make  short  sales  "against  the  box." A short  sale is
"against the box" to the extent that the Fund  contemporaneously owns or has the
right to obtain  without  additional  cost  securities  identical  to those sold
short. Such sales will not be subject to the limitations referred to above.

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 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

                                        3

<PAGE>



unrated  securities  if  such  securities  offer,  in the  Investment  Manager's
opinion,  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   fluctuations  in  price  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 agency  arrangement with an affiliate of its Custodian,
the Fund may lend  portfolio  securities or other assets  through such affiliate
for a fee to other  parties.  The Fund's  agreement  requires  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.  Loans of portfolio  securities may not exceed  one-third of
the  Fund's  total  assets.  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 to
be  creditworthy.  Any  loan  made  by the  Fund  will  provide  that  it may be
terminated by either party upon reasonable notice to the other party.

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 ("RIC") under the Internal Revenue Code of 1986, as
amended (the "Code"),  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  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
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, 1998 and 1997,
the Fund's portfolio  turnover rate was 136% and 37%,  respectively.  A turnover
rate of 100% is equivalent to the Fund buying and selling all of the  securities
in its portfolio once in the course of a year. A higher portfolio  turnover rate
involves  correspondingly  greater transaction costs and increases the potential
for short term capital gains and taxes (see "Distributions and Taxes" below).

                                  RISK FACTORS

    Because of the  following  considerations,  Fund shares should be considered
speculative  and are not a  complete  investment  program.  Risks in 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  securities in which the Fund may
invest.


                                        4

<PAGE>



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, Australia, the Commonwealth of Independent States (the "CIS,"
formerly the Union of Soviet Socialist  Republics),  Canada, and China. As South
Africa,  the CIS and China  are  three  major  producers  of gold and  platinum,
changes in political,  social and economic conditions  affecting these countries
pose certain risks to the Fund's  investments.  The social  upheaval and related
economic difficulties in South Africa, the CIS and China may, from time to time,
influence  the  price  of gold and  platinum  and the  share  values  of  mining
companies involved in South Africa,  the CIS, China and elsewhere.  For example,
South  Africa  depends  significantly  on gold  sales for the  foreign  exchange
necessary to finance its imports.  Accordingly,  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.  National economic and political
developments could affect South Africa's policy regarding gold sales and in turn
the price of gold and the share  values of mining  companies  involved  in South
Africa.

3.  CONCENTRATION.  As a  matter  of  fundamental  investment  policy,  the Fund
concentrates its investments in (i) securities of companies  primarily involved,
directly or  indirectly  in, or that  derive a portion of their gross  revenues,
directly or indirectly  from, the business of mining,  processing,  fabricating,
distributing or otherwise dealing in gold,  silver,  platinum,  or other natural
resources  and (ii)  gold,  silver  and  platinum  bullion.  Such  concentration
subjects the Fund's shares to greater risk than a fund whose portfolio is not so
concentrated in that the Fund's shares will be affected by economic,  political,
legislative  and regulatory  developments  impacting the companies or bullion in
which it may invest. As a result of such concentration,  the Fund may experience
increased  problems of liquidity and the value of Fund shares may fluctuate more
than if it invested in a greater number of industries.

4.  PRIVATE  PLACEMENTS.  The Fund may  invest  in  securities  that are sold in
private placement transactions between the issuers and their purchasers and that
are neither  listed on an exchange nor traded in the secondary  market.  In many
cases,  privately  placed  securities  will be subject to  contractual  or legal
restrictions on transfer. As a result of the absence of a public trading market,
privately  placed  securities  may in turn be less liquid and more  difficult to
value than publicly traded securities.  Although privately placed securities may
be resold in privately  negotiated  transactions,  the prices  realized from the
sales  could,  due to  illiquidity,  be less than if such  securities  were more
widely traded. In addition, issuers whose securities are not publicly traded may
not be subject to the disclosure and other investor protection requirements that
may be applicable if their  securities  were publicly  traded.  If any privately
placed  securities  held by the Fund are  required  to be  registered  under the
securities laws of one or more  jurisdictions  before being resold, the Fund may
be required to bear the expenses of registration.

5. SMALL  CAPITALIZATION  COMPANIES.  The Fund may invest in companies  that are
small or thinly  capitalized,  and may have a limited  operating  history.  As a
result,  investment  in  these  securities  involves  greater  risks  and may be
considered  speculative.  For  example,  such  companies  may have more  limited
product  lines,  markets or  financial  resources  than  companies  with  larger
capitalizations,  and may be more  dependent  on a small  management  group.  In
addition,  the  securities of such  companies may trade less  frequently  and in
smaller  volume,  and may be subject to more abrupt or erratic price  movements,
than securities of large  companies.  The Fund's positions in securities of such
companies  may be  substantial  in  relation  to the market of such  securities.
Accordingly,  it may be difficult for the Fund to dispose of securities of these
companies at prevailing market prices. Full development of these companies takes
time,  and for this reason the Fund should be considered a long term  investment
and not a vehicle for seeking  short term  profit.  The  securities  of small or
thinly  capitalized  companies may also be more sensitive to market changes than
the securities of large  companies.  Such companies may not be well known to the
investing public and may not have  institutional  ownership.  Such companies may
also be more  vulnerable than larger  companies to adverse  business or economic
developments.

6.  BORROWING.  The Fund may borrow money from banks  (including  its  custodian
bank) to purchase  and carry  securities  and will pay  interest  thereon.  Such
borrowing  is  referred to as  leverage,  is  speculative,  and  increases  both
investment  opportunity  and  investment  risk.  If  the  investment  income  on
securities  purchased  with  borrowed  money  exceeds the  interest  paid on the
borrowing,  the Fund's income will be correspondingly  higher. If the investment
income fails to cover the Fund's costs, including interest on borrowings,  or if
there are losses,

                                        5

<PAGE>



the net asset  value of the  Fund's  shares  will  decrease  faster  than  would
otherwise be the case. The 1940 Act requires the Fund to maintain asset coverage
of at least 300% (including the amount  borrowed) for all such  borrowings,  and
should  such  asset  coverage  at any time  fall  below  300%,  the Fund will be
required to reduce its  borrowing  within three days to the extent  necessary to
meet the requirements of the 1940 Act. To reduce its borrowing the Fund might be
required  to sell  securities  at a  disadvantageous  time.  Interest  on  money
borrowed is an expense the Fund would not otherwise  incur, and it may therefore
have little or no investment income during periods of substantial borrowings.

7. 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.

8.  UNPREDICTABLE   INTERNATIONAL  MONETARY  POLICIES,  ECONOMIC  AND  POLITICAL
CONDITIONS.  Under unusual international  monetary or political conditions,  the
Fund's  assets  might be less  liquid and the change in value of its assets 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.

9. FOREIGN  SECURITIES,  MARKETS AND CURRENCIES.  All or a portion of the Fund's
assets may be invested in foreign  securities.  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;
non-negotiable  brokerage  commissions;  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  (which may  include  suspension  of the  ability to transfer
currency  from a given  country),  and currency  restrictions;  and the possible
greater  political,  economic,  and social  instability of developing as well as
developed  countries,  including  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 Fund's expense ratio can be
expected to be higher than for  investment  companies  investing  exclusively in
domestic securities.

    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.


                                        6

<PAGE>



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

    Because  investments in foreign  currencies,  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.

    When  purchasing  foreign  securities,  the Fund  will  ordinarily  purchase
securities  which  are  traded  in the  U.S.  or  purchase  American  Depository
Receipts,  which are certificates issued by U.S. banks representing the right to
receive   securities  of  a  foreign  issuer  deposited  with  that  bank  or  a
correspondent bank.  However,  the Fund may purchase foreign securities directly
in foreign  markets so long as in  management's  judgment an established  public
trading  market exists (that is, there are a sufficient  number of shares traded
regularly relative to the number of shares to be purchased by the Fund).

10. OPTIONS,  FUTURES, AND FORWARD CURRENCY CONTRACTS.  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 these strategies. 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.


                                        7

<PAGE>



11. LACK OF INCOME ON GOLD,  SILVER,  AND PLATINUM  INVESTMENTS.  Investments in
gold,  silver and platinum  bullion do not generate  income and will subject the
Fund to taxes and  insurance,  shipping  and storage  costs.  The sole source of
return to the Fund from such investments would be gains realized on sales, and a
negative return would be realized if such investments are sold at a loss.

12. YEAR 2000 RISKS.  Like other  investment  companies,  financial and business
organizations  around  the world,  the Fund will be  adversely  affected  if the
computer  systems used by the  Investment  Manager and the Fund's other  service
providers do not properly  process and calculate  date-related  information  and
data from and after  January 1, 2000.  This is commonly  known as the "Year 2000
Problem." The Fund is taking steps that it believes are  reasonably  designed to
address the Year 2000 Problem  with respect to the computer  systems it uses and
to obtain satisfactory  assurances that comparable steps are being taken by each
of the Fund's  major  service  providers.  The Fund does not expect to incur any
significant  costs in order to address the Year 2000 Problem.  However,  at this
time there can be no assurances that these steps will be sufficient to avoid any
adverse impact on the Fund.

                             HOW TO PURCHASE SHARES

    The Fund's  shares are sold on a  continuing  basis at net asset  value (see
"Determination  of Net Asset Value").  The minimum initial  investment is $1,000
for regular and Uniform  Gifts/Transfers to Minors Act custody accounts,  $1,000
for traditional  deductible individual retirement accounts ("IRAs"),  Roth IRAs,
simplified employee pension plan IRAs ("SEP-IRAs"), savings incentive match plan
for employee IRAs ("SIMPLE IRAs"), rollover IRAs, 403(b) plan accounts, and $500
for Education  IRAs.  The minimum  subsequent  investment  is $100.  The initial
investment  minimums are waived if a  shareholder  elects to invest $100 or more
each month in the Fund through the Bull & Bear Automatic Investment Program (see
"Additional  Investments"  below). The Fund in its discretion may waive or lower
the investment minimums.

INITIAL INVESTMENT.  The Account Application accompanying this prospectus should
be completed,  signed and, with a check or other  negotiable bank draft drawn to
the order of Gold  Investors,  mailed to Investor  Service  Center,  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.

ADDITIONAL INVESTMENTS. Additional investments may be made conveniently at any
time by any one or more of the following methods:

o   BULL & BEAR  AUTOMATIC  INVESTMENT  PROGRAM.  With the Bull & Bear Automatic
    Investment Program,  you can establish a convenient and affordable long term
    investment  program through one or more of the Plans explained  below.  Each
    Plan is designed to  facilitate an automatic  monthly  investment of $100 or
    more into your Fund account.

         The BULL & BEAR BANK  TRANSFER  PLAN lets you purchase Fund shares on a
         certain  day each  month by  transferring  electronically  a  specified
         dollar amount 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  Fund  shares  on each  pay  date,
         depending upon your employer's direct deposit program.

         The BULL & BEAR  GOVERNMENT  DIRECT  DEPOSIT PLAN allows you to deposit
         automatically part or all of certain U.S. Government payments into your
         Fund  account.   Eligible  U.S.   Government  payments  include  Social
         Security,  pension benefits,  military or retirement benefits,  salary,
         veteran's benefits and most other recurring payments.

    For more  information  concerning  these Plans,  or to request the necessary
authorization  form(s),   please  call  Investor  Service  Center  toll-free  at
1-888-503-FUND  (1-888-503-3863).  You may modify or terminate the Bank Transfer
Plan at any time by  written  notice  received  at  least  10 days  prior to the
scheduled  investment  date. To modify or terminate the Salary Investing Plan or
Government Direct Deposit Plan, you should contact, respectively,  your employer
or the appropriate U.S. Government agency. The Fund reserves the right to redeem
any account if  participation  in the Program is  terminated  and the  account's
value is less than $1,000. The

                                        8

<PAGE>



Program  and the  Plans do not  assure a profit  or  protect  against  loss in a
declining  market,  and you should  consider your ability to make purchases when
prices are low.

o   CHECK. Mail a check or other negotiable bank draft ($100 minimum),  drawn to
    the order of Gold Investors, together with a Bull & Bear FastDeposit form to
    Investor Service Center, Box 419789,  Kansas City, MO 64141-6789.  If you do
    not use that form,  please  send a letter  indicating  the Fund and  account
    number to which the subsequent investment is to be credited,  and name(s) of
    the registered owner(s).

o   ELECTRONIC FUNDS TRANSFER (EFT). With EFT, you may purchase additional
    shares of the Fund quickly an simply, just by calling Investor Service 
    Center toll-free at 1-888-503-VOICE (1-888-503-8642). We will contact the 
    bank you designate on your Account Application or Authorization Form to 
    arrange for the EFT, which is done through the Automated Clearing House 
    system, to your Fund account. For requests received by 4 p.m., eastern time,
    the investment will be credited to your Fund account ordinarily within two
    business days. There is a $100 minimum for each EFT investment. Your 
    designated bank must be an Automated Clearing House member and any 
    subsequent changes in bank account information must be submitted in
    writing with a voided check or deposit slip.

o   FEDERAL FUNDS WIRE. You may wire money, by following the procedures set
    forth below, to receive that day's net asset value per share.

INVESTING BY WIRE. For an initial  investment by wire, you must first  telephone
Investor Service Center toll-free at  1-888-503-FUND  (1-888-503-3863),  to give
the  name(s)  under which the account is to be  registered,  tax  identification
number and the name of the bank  sending  the wire,  and to be assigned a Bull &
Bear Gold Investors  account number.  You may then purchase shares by requesting
your bank to transmit immediately  available funds ("Federal funds") by wire to:
United  Missouri Bank NA, ABA  #10-10-00695;  for Account 98-  7052-724-3;  Gold
Investors. Your account number and name(s) must be specified in the wire as they
are to appear on the account  registration.  You should then enter your  account
number on your completed Account Application and promptly forward it to Investor
Service  Center,  Box 419789,  Kansas City, MO  64141-6789.  This service is not
available  on days when the Federal  Reserve  wire system is closed.  Subsequent
investments  by wire may be made at any time  without  having  to call  Investor
Service Center by simply following the same wiring procedures.

SHAREHOLDER ACCOUNTS. When you invest in the Fund, your account will be credited
with all full and fractional shares (to three decimal places), together with any
dividends  and  other  distributions  that are paid in  additional  shares  (see
"Distributions and Taxes"). For joint tenant accounts, any account owner has the
authority  to act on the account  without  notice to the other  account  owners.
Investor  Service Center in its sole  discretion and for its protection may, but
is not  obligated  to,  require the written  consent of all account  owners of a
joint tenant account prior to acting upon the instructions of any account owner.
Stock  certificates  will be  issued  only for full  shares  when  requested  in
writing.   In  order  to  facilitate   redemptions  and  exchanges  and  provide
safekeeping, we recommend that you do not request certificates. You will receive
transaction  confirmations  upon  purchasing  or selling  shares,  and quarterly
statements.   Shares  of  the  Fund  may  also  be  purchased   through  certain
broker-dealers and other financial intermediaries that have entered into selling
agreements  or  related  arrangements.  Investors  may be  charged a fee by such
broker or  financial  intermediary  if they  effect  transactions  through  such
entity.  The Fund or the  Distributor  may, from time to time,  make payments to
broker/dealers  or other financial  intermediaries  for certain  services to the
Fund  and/or  their  shareholders,  including  sub-administration,  sub-transfer
agency and shareholder servicing.

WHEN ORDERS ARE  EFFECTIVE.  The purchase price for Fund shares is the net asset
value of such shares next  determined  after receipt and  acceptance by Investor
Service  Center of a purchase  order in proper form.  All purchases are accepted
subject to collection at full face value in Federal funds.  Checks must be drawn
in U.S.  dollars on a U.S.  bank. No third party checks will be accepted and the
Fund reserves the right to reject any order for any reason. Accounts are charged
$30 by the Transfer  Agent for submitting  checks for  investment  which are not
honored by the investor's bank.


                                        9

<PAGE>



                              SHAREHOLDER SERVICES

    You may modify or terminate your  participation in any of the Fund's special
plans or services 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  Investor  Service
Center by calling toll-free at 1-888- 503-FUND (1-888-503-3863).

INVESTOR  ACCESS.  Investor  Service Center's free Investor Access service gives
you  instant  24 hour  access  to your  Fund  investments  either  by  toll-free
telephone or by using your personal computer for Internet access.  With Investor
Access you can monitor your investments,  check your account balance and account
activity,  retrieve  your account  history,  exchange  between  Funds offered by
Investor Service Center,  review recent  transactions,  and make transfers using
EFT from or to your authorized bank account.  For Investor Access by phone, just
dial toll-free at 1-888-503-VOICE  (1-888-503-8642)  and follow the prompts. For
Internet  Investor  Access,  visit Investor  Service  Center's  Internet site at
www.mutualfunds.net  and select  "Access Your Fund  Account." You will need your
account number and your Personal  Identification  Number  ("PIN"),  which is the
last 4 digits of the social  security number or taxpayer  identification  number
associated  with your account  number.  If you would like a different  PIN, just
call an Investor Service Representative toll-free at 1-800-345-0051. There is no
charge for using Investor Access,  and your account  information is based on the
most recent Fund  prices,  updated  every  business  day. Any  transactions  you
request  are carried  out at the Fund's net asset  value next  determined  after
receipt of your order.  You will receive in the mail written  confirmations  for
all transactions  you request through  Investor  Access,  and if you purchase or
redeem Fund shares using EFT, your bank statement  will reflect the  appropriate
electronic credit or debit.

ELECTRONIC FUNDS TRANSFER (EFT). You automatically have the privilege of linking
your bank account  designated on your Account  Application or Authorization Form
and your Fund account  through Bull & Bear's EFT service.  With EFT, you use the
Automated  Clearing  House system to  electronically  transfer money quickly and
safely between your bank and Fund  accounts.  EFT may be used for purchasing and
redeeming Fund shares,  direct deposit of dividends and other distributions into
your bank account, the Automatic  Investment Program, the Systematic  Withdrawal
Plan,  and  systematic  IRA  distributions.  You may decline  this  privilege by
checking the indicated box on the Account Application. Any subsequent changes in
bank account  information  must be submitted in writing (and the Transfer  Agent
may require the signature to be guaranteed), with a voided check.

DIVIDEND SWEEP PRIVILEGE.  You may elect to have  automatically  invested either
all dividends or all dividends and other  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 Investor Service Center
toll-free at 1-888-503-FUND  (1-888-503-3863).  You may cancel this privilege by
mailing written  notification to Investor  Service  Center,  Box 419789,  Kansas
City, MO 64141-6789.  To select a new Bull & Bear Fund after  cancellation,  you
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.

SYSTEMATIC  WITHDRAWAL  PLAN.  If you own Fund  shares  with a value of at least
$20,000 you may elect an automatic monthly or quarterly  withdrawal of cash from
your Fund account in fixed or variable  amounts,  subject to a minimum amount of
$100.   Under  the   Systematic   Withdrawal   Plan,  all  dividends  and  other
distributions, if any, are reinvested in the Fund.

ASSIGNMENT. Fund shares may be transferred to another owner. Instructions are 
available from Investor Service Center by calling toll-free at 1-888-503-FUND 
(1-888-503-3863).

EXCHANGE  PRIVILEGE.  You may  exchange  at least $500 worth of Fund  shares for
shares  of any Bull & Bear Fund  listed  below  (provided  the  registration  is
exactly  the same,  the shares may be sold in your state of  residence,  and the
exchange may otherwise legally be made).


                                       10

<PAGE>



    To exchange  shares,  please  call  Investor  Service  Center  toll-free  at
1-888-503-VOICE  (1-888-503-8642)  between 9 a.m. and 5 p.m. eastern time on any
business  day of the Fund and  provide  your  account  registration  information
including   address,   account  number  and  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 your
identity and telephone number. 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 generally  free from most state and
    local income taxes.  Free unlimited  check writing ($250 minimum per check).
    Pays monthly 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.

    Exchange  requests  received  between 9 a.m. and 4 p.m.  eastern time on any
business  day of the Fund will be effected  at the net asset  values of the Fund
and the other Bull & Bear Fund as  determined at the close of that business day.
Exchange  requests  received  between  4 p.m.  and 5 p.m.  eastern  time  on any
business  day of the Fund will be effected  at the net asset  values of the Fund
and the  other  Bull & Bear  Fund as  determined  at the  close of the next Fund
business  day.  The Fund is designed as a long term  investment,  and short term
trading is discouraged.  Accordingly,  if shares of the Fund held for 30 days or
less are redeemed or exchanged,  the Fund will deduct a redemption  fee equal to
one percent of the net asset value of shares redeemed or exchanged. The fee will
be retained by the Fund and used to offset the transaction costs that short term
trading imposes on the Fund and its shareholders.  If an account contains shares
with  different  holding  periods (i.e.  some shares held 30 days or less,  some
shares held 31 days or more), the shares with the longest holding period will be
redeemed  first to determine if the Fund's  redemption  fee applies.  If you are
unable to reach Investor  Service Center at the above telephone  number you may,
in emergencies,  call toll-free at 1-888-503- FUND  (1-888-503-3863).  Exchanges
may be difficult or impossible to implement  during  periods of rapid changes in
economic or market conditions. Exchange privileges may be terminated or modified
by the Fund  without  notice.  For tax  purposes,  an  exchange  is treated as a
redemption and purchase of shares.  A free  prospectus  containing more complete
information  including  charges,  expenses and performance,  on any of the Funds
listed above is available from Investor  Service Center by calling  toll-free at
1-888-503-FUND  (1-888-  503-3863).  The other Fund's  prospectus should be read
carefully  before  exchanging  shares.  You may give  exchange  instructions  to
Investor Service Center by telephone without further documentation.  If you have
requested share  certificates,  this procedure may be utilized only if, prior to
giving  telephone  instructions,  you deliver the  certificates  to the Transfer
Agent for deposit into your account.

   
o   BULL & BEAR SECURITIES DISCOUNT BROKERAGE ACCOUNT. Bull & Bear Securities,
Inc., an affiliate of the Investment Manager, offers discount brokerage services
with the option of FREE, UNLIMITED check writing privileges, with a minimum 
initial balance of $1,000. Additionally, investors may purchase Fund shares
through a Bull & Bear Securities Discount Brokerage Account and access their 
investments in any Bull & Bear Mutual Fund to pay for securities purchased in 
their brokerage account, and have proceeds osecurities sold in their brokerage 
account used to purchase shares of any Bull & Bear Fund.  You may request a 
Discount Brokerage Account Application from Bull & Bear Securities, Inc. by 
calling toll-free
 at 1-800-262-5800.
    

TAX-ADVANTAGED RETIREMENT PLANS. These plans provide an opportunity 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 these plans is available from
Investor Service Center by calling toll-free at 1-888-503-FUND (1-888-503-3863).

    The minimum  initial  investment to establish a Bull & Bear Education IRA is
$500. The minimum  initial  investment to establish any other Bull & Bear IRA or
retirement account is $1,000.

    Minimum subsequent investments are $100. The initial minimum investments 
are waived if you elect to invest $100 or more each month in the Fund through 
he Bull & Bear Automatic Investment Program. There

                                       11

<PAGE>



are no set-up  fees for any Bull & Bear IRA or  retirement  account.  Subject to
change on 30 days' notice,  the plan custodian  charges Bull & Bear IRAs $10 for
each distribution prior to age 59 1/2, and a $20 plan termination fee.

                              HOW TO REDEEM SHARES

    Generally,  you may redeem by any of the methods  explained below.  Requests
for  redemption   should  include  the  following   information:   your  account
registration   information  including  address,   account  number  and  taxpayer
identification  number;  dollar  value,  number  or  percentage  of shares to be
redeemed;  how and to where the  proceeds  are to be sent;  if  applicable,  the
bank's name, address,  ABA routing number, bank account registration and account
number,  and a contact  person's  name and  telephone  number;  and your daytime
telephone number.

BY MAIL. You may request that the Fund redeem any amount of shares by submitting
a written  request to Investor  Service  Center,  Box 419789,  Kansas  City,  MO
64141-6789, signed by the record owner(s). If the written 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.

BY  TELEPHONE.   You  may  telephone   Investor   Service  Center  toll-free  at
1-888-503-VOICE  (1-888-503-8642) to expedite redemption of Fund shares if share
certificates have not been issued.

    You may redeem as little as $250 worth of shares by requesting Bull & Bear's
Electronic  Funds Transfer  (EFT) service.  With EFT, you can redeem Fund shares
quickly and  conveniently  because Investor Service Center will contact the bank
designated on your Account  Application or Authorization Form to arrange for the
electronic  transfer of your redemption proceeds (through the Automated Clearing
House system) to your bank  account.  EFT proceeds are  ordinarily  available in
your bank account within two business days.

    If you are  redeeming  $1,000 or more worth of shares,  you may request that
the  proceeds  be  mailed to your  address  of record or mailed or wired to your
authorized bank.

    Telephone  requests  received on Fund business  days by 4 p.m.  eastern time
will be redeemed  from your  account  that day,  and if after,  on the next Fund
business  day.  Any  subsequent  changes  in bank  account  information  must be
submitted in writing, signature guaranteed, with a voided check or deposit slip.
If you are unable to reach Investor Service Center at the above telephone number
you may, in  emergencies,  call  toll-free at  1-888-503-FUND  (1-888-503-3863).
Redemptions  by telephone  may be difficult or  impossible  to implement  during
periods of rapid changes in economic or market conditions.

   
CHECK  WRITING  ACCESS.  You may  exchange  a  minimum  of  $500 at any  time by
toll-free  telephone call into Bull & Bear Dollar Reserves,  Bull & Bear's money
market fund,  offering free  personalized  checks,  a $250 check writing minimum
(there is no check writing minimum for Bull & Bear Securities discount brokerage
account  checking  account),  and no limit on the  number of checks  that may be
written.  A signature  card,  which  should be submitted  for the check  writing
privilege,  and a free Bull & Bear Dollar  Reserves  prospectus  containing more
complete  information  including  yield,  charges and expenses is available from
Investor Service Center by calling toll-free at 1-888-503-FUND (1-888-503-3863).
Please read the prospectus carefully before exchanging.
    

REDEMPTION PRICE AND FEES. The redemption price is the net asset value per share
next determined after receipt of the redemption request in proper form. The Fund
is designed as a long term  investment,  and short term trading is  discouraged.
Accordingly,  if  shares of the Fund  held for 30 days or less are  redeemed  or
exchanged, the Fund will deduct a redemption fee equal to one percent of the net
asset  value of shares  redeemed or  exchanged.  The fee will be retained by the
Fund and used to offset the transaction costs that short term trading imposes on
the Fund and its  shareholders.  If an account  contains  shares with  different
holding periods (i.e. some shares held 30 days or less, some shares held 31 days
or more),  the shares with the longest  holding period will be redeemed first to
determine if the Fund's  redemption  fee applies.  Shares  acquired  through the
Dividend Sweep Privilege and the  reinvestment of dividends and capital gains or
redeemed  under the  Systematic  Withdrawal  Plan are exempt from the redemption
fee.  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.

                                                         12

<PAGE>



REDEMPTION  PAYMENT.  Payment for shares redeemed will ordinarily be made within
seven 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 seven
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 EFT transfer is generally subject to a fifteen
business  day delay to allow the check or  transfer  to clear.  The  fifteen 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 you
may be entitled  through the date of  redemption.  The clearing  period does not
apply  to  purchases  made  by  wire.  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.  You automatically have all telephone privileges to, among
other things,  authorize  purchases,  redemptions and exchanges,  with EFT or by
other means, unless declined on the Account Application or otherwise in writing.
Neither the Fund nor  Investor  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  losses  due  to  unauthorized  or  fraudulent  transactions.  These
procedures  include  requiring  personal  identification  prior to  acting  upon
telephone instructions, providing written confirmation of such transactions, and
recording  telephone  conversations.  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 you at your address of record. If the redemption proceeds are to be paid
to a  non-shareholder  of record,  or to an address  other than your  address of
record,  or the shares are to be assigned,  the Transfer  Agent may require that
your 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,  and may restrict the mailing
of redemption  proceeds to your address of record within 60 days of such address
being changed unless you provide 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 offsetting 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 paid in  additional  Fund shares or
shares of another  Bull & Bear Fund  pursuant to the Dividend  Sweep  Privilege,
unless  you  elect  to  receive  cash on the  Account  Application  or so  elect
subsequently  by calling  Investor  Service Center  toll-free at  1-888-503-FUND
(1-888-503-3863).   For  Federal  income  tax  purposes,   dividends  and  other
distributions  are treated in the same  manner  whether  received in  additional
shares of the Fund or another  Bull & Bear Fund or in cash.  Any  election  will
remain in effect until you notify Investor Service Center 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.

                                                         13

<PAGE>



    Dividends  paid by the  Fund  from its  investment  company  taxable  income
(whether  paid in cash or in  additional  shares)  generally  are taxable to its
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  shares) when  designated as such by the Fund, are taxable
to its shareholders as long term capital gains, regardless of how long they have
held their Fund shares.  The Code provides that an individual  generally will be
taxed on his or her net capital  gain at a maximum  rate of 28% with  respect to
capital  gain from  securities  held for more than one year but not more than 18
months and at a maximum rate of 20% with respect to capital gain from securities
held for more than 18 months.  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 tax.

    The Fund's  investments  in gold,  platinum and silver bullion and coins may
cause it to fail 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  to
shareholders.

    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 also is required from
dividends and capital gain  distributions  payable to such  shareholders who are
otherwise subject to backup withholding.


                                       14

<PAGE>



    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.  Since  other
Federal,  state and local tax  considerations may apply, you should consult your
tax adviser.

                        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 its  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. A business day of the Fund is any day on which the New
York Stock Exchange is open for trading.  The following are not business days of
the Fund:  New Year's Day,  Martin Luther King, Jr. Day,  Presidents'  Day, Good
Friday,  Memorial  Day,  Independence  Day,  Labor  Day,  Thanksgiving  Day  and
Christmas Day.

    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.

                               INVESTMENT MANAGER

    Bull & Bear Advisers, Inc. ("Investment Manager") acts as general manager of
the Fund, being  responsible for the various  functions assumed by it, including
regularly  furnishing  advice  with  respect  to  portfolio  transactions.   The
Investment  Manager also furnishes or obtains on behalf of the Fund all services
necessary for the proper conduct of the Fund's business and administration.  The
Investment  Manager retains final  discretion in the investment and reinvestment
of the Fund's  assets,  subject to the  control  and  oversight  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 other affiliated  investment  companies.  The Investment Manager
may also allocate  transactions to broker/dealers  that remit a portion of their
commissions  as a  credit  against  the  Fund's  expenses.  Thomas  B.  Winmill,
President and Chief Executive Officer of the Investment Manager and the Fund, is
the  Fund's  portfolio  manager.  Mr.  Winmill  has  served  as a member  of the
Investment  Manager's  Investment  Policy  Committee since 1990 and as portfolio
manager of the Fund since May 1, 1998.

    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 1% on the first $10 million, 7/8 of 1% over $10 million up to $30
million,  3/4 of 1% over $30  million  up to $150  million,  5/8 of 1% over $150
million up to $500 million, and 1/2 of 1% over $500 million.  From time to time,
the  Investment  Manager  may  reimburse  all or part of this fee to improve the
Fund's total return.  The Investment  Manager  provides  certain  administrative
services to the Fund at cost.  During the fiscal year ended June 30,  1998,  the
investment  management fees paid by the Fund represented  approximately 0.98% 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 The  Nasdaq  Stock  Market  and  traded in the
over-the-counter  market,  is a New York  based  manager  of  mutual  funds  and
discount  brokerage  services.  Bassett S.  Winmill may be deemed a  controlling
person  of Group  and,  therefore,  may be  deemed a  controlling  person of the
Investment Manager.

                             DISTRIBUTION OF SHARES

    Pursuant to a Distribution  Agreement  between the Fund and Investor Service
Center,  Inc.,  11  Hanover  Square,  New York,  NY 10005  ("Distributor"),  the
Distributor acts as the Fund's principal agent for the sale of Fund shares.  The
Investment Manager is an affiliate of the Distributor. The Fund has also adopted
a plan of  distribution  ("Plan")  pursuant  to Rule  12b-1  under the 1940 Act.
Pursuant to the Plan, the Fund pays the

                                       15

<PAGE>



Distributor  monthly a  distribution  fee in an amount of 0.75% per annum of the
Fund's  average  daily net  assets  and a service  fee in an amount of 0.25% per
annum of the  Fund's  average  daily net  assets.  The  service  fee  portion is
intended  to  cover  personal   services   provided  to  Fund  shareholders  and
maintenance of shareholder accounts. 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.  These fees may be retained by the  Distributor or passed
through to brokers, banks and others who provide services to their customers who
are Fund shareholders  generally at the rate of 0.35% per annum on such customer
balances. 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.  If the Distributor's
expenses  are less than such  fees,  it may  realize  a  profit.  Certain  other
advertising  and sales  materials  may be  prepared  to promote the sale of Fund
shares and shares of 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

    Advertisements  and  other  sales  literature  for the Fund may refer to the
Fund's  "average  annual total return" and  "cumulative  total return." All such
quotations are based upon  historical  earnings and are not intended to indicate
future  performance.  The  investment  return  on  and  principal  value  of  an
investment  in the  Fund  will  fluctuate,  so that an  investor's  shares  when
redeemed  may be worth more or less than their  original  cost.  In  addition to
advertising average annual total return and cumulative total return, comparative
performance  information may be used from time to time in advertising the Fund's
shares, including data from Morningstar,  Inc., Lipper Analytical Services, Inc.
and  other  sources.  "Average  annual  total  return"  is  the  average  annual
compounded  rate of  return  on a  hypothetical  $1,000  investment  made at the
beginning of the advertised period. In calculating  average annual total return,
all dividends and other distributions are assumed to be reinvested.  "Cumulative
total return" is calculated by subtracting a hypothetical  $1,000 payment to the
Fund  from  the  ending  redeemable  value  of such  payment  (at the end of the
relevant advertised period),  dividing such difference by $1,000 and multiplying
the quotient by 100. In calculating  ending  redeemable value, all dividends and
other  distributions  are assumed to be reinvested  in  additional  Fund shares.
Although the Fund imposes a 1% redemption  fee on the  redemption of shares held
for 30 days or less,  all of the  periods  for which  performance  is quoted are
longer  than  30  days,  and  therefore  the  1% fee  is  not  reflected  in the
performance   calculations.   In  addition,   there  is  no  sales  charge  upon
reinvestment  of  dividends  or  other  distributions.   Additional  information
regarding  the  Fund's   performance  is  available  in  its  Annual  Report  to
Shareholders,  which is available at no charge upon request to Investor  Service
Center by calling toll-free at 1-888-503-FUND (1-888-503-3863).

                                  CAPITAL STOCK

    The Fund, a non-diversified open-end management 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.


                                       16

<PAGE>



    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 a majority 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 Fiduciary Trust Company, 801 Pennsylvania,  Kansas City, MO 64105,
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  such  subcustodianships  and  related  foreign
depositories.  Utilization of such  arrangements and depositories  will increase
the Fund's expenses (see the special considerations involving foreign securities
discussed above). All of the Fund's gold,  platinum,  and silver bullion is held
by Republic National Bank of New York, 452 Fifth Avenue, New York, NY 10018. The
custodian also performs certain accounting services for the Fund.

    The Fund's transfer and dividend disbursing agent is DST Systems,  Inc., Box
419789, Kansas City, MO 64141-6789. The Distributor provides certain shareholder
administration  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  Funds  distributed  by the  Distributor  based on the  relative  number  of
inquiries  and other  factors.  The Fund may also  enter  into  agreements  with
brokers,  banks and others who may perform on behalf of their customers  certain
shareholder  services  not  otherwise  provided  by the  Transfer  Agent  or the
Distributor.

                                       17

<PAGE>


[Left Side of Back Cover Page]


GOLD
INVESTORS
- -----------------------------------------------------


11 HANOVER SQUARE
NEW YORK, NY 10005

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


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

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


[Right Side of Back Cover Page]


GOLD
INVESTORS
- ---------------------------------------------------------


INVESTING IN MINING SHARES
AND GOLD, PLATINUM AND
SILVER BULLION FOR LONG
TERM CAPITAL APPRECIATION

ELECTRONIC FUNDS TRANSFERS
AUTOMATIC INVESTMENT PROGRAM
RETIREMENT PLANS:
    TRADITIONAL DEDUCTIBLE IRA,
    ROTH IRA, SEP-IRA, SIMPLE IRA,
    EDUCATION IRA, AND 403(B)

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


PROSPECTUS
SEPTEMBER 2, 1998


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


MINIMUM INITIAL INVESTMENT:
    REGULAR ACCOUNTS, $1,000
    TRADITIONAL DEDUCTIBLE IRA, ROTH IRA,
    SEP-IRA, SIMPLE IRA, AND 403(B),
    $1,000
EDUCATION IRA, $500
AUTOMATIC INVESTMENT PROGRAMS,  $100

MINIMUM SUBSEQUENT INVESTMENTS:
$100


 BULL
&
 BEAR-----------------------------------------
 PERFORMANCE DRIVEN(R)






                                       18




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