BULL & BEAR MUNICIPAL INCOME FUND, INC.
----------------------------------------------
Notice of Annual Meeting of Stockholders
----------------------------------------------
To the Stockholders:
The Annual Meeting of Stockholders of Bull & Bear Municipal Income
Fund, Inc. (the "Fund") will be held at the offices of Stroock & Stroock & Lavan
LLP, 180 Maiden Lane, 34th Floor, New York, New York, on Thursday, November 20,
1997 at 8:00 a.m., for the following purposes:
1. To elect Directors to serve for a specified term and until
their successors are duly elected and qualified.
2. To ratify the selection of Tait, Weller & Baker as the
Fund's independent auditors.
3. To transact such other business as may properly come before
the meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on October 1, 1997 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
William J. Maynard
Secretary
New York, New York
October 20, 1997
PLEASE VOTE NOW BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD.
Otherwise, the Fund may incur needless expense to solicit
sufficient votes for the meeting.
<PAGE>
BULL & BEAR MUNICIPAL INCOME FUND, INC.
---------------------------------------------
PROXY STATEMENT
---------------------------------------------
Annual Meeting of Stockholders
to be held Thursday, November 20, 1997
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors of Bull & Bear Municipal Income Fund, Inc.
(the "Fund") to be used at the Annual Meeting of Stockholders ("Meeting") of the
Fund to be held on Thursday, November 20, 1997 at 8:00 a.m. at the offices of
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, 34th Floor, New York, New York,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. Stockholders of record at the close of business on October 1, 1997
are entitled to be present and to vote on matters at the Meeting. Stockholders
are entitled to one vote for each Fund share held and fractional votes for each
fractional Fund share held. Shares represented by executed and unrevoked proxies
will be voted in accordance with the specifications made thereon. If any
enclosed form of proxy is executed and returned, it nevertheless may be revoked
by another proxy or by letter or telegram directed to the Fund, which must
indicate the stockholder's name. To be effective, such revocation must be
received prior to the Meeting. In addition, any stockholder who attends the
Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy
previously given. As of October 1, 1997, the Fund had 718,706.974 shares of
common stock issued and outstanding. Stockholders of the Fund will vote as a
single class.
It is estimated that proxy materials will be mailed to stockholders of
record on or about October 22, 1997. The Fund's principal executive offices are
located at 11 Hanover Square, New York, New York 10005. Copies of the Fund's
most recent Annual and Semi-Annual Reports are available without charge upon
written request to the Fund at 11 Hanover Square, New York, New York 10005, or
by calling toll-free 1-888-847-4200.
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's Board of Directors is divided into five classes with the
term of office of one class expiring each year. It is proposed that stockholders
of the Fund elect one Class I Director to serve for a one year term, one Class
II Director to serve for a two year term, one Class III Director to serve for a
three year term, one Class IV Director to serve for a four year term, and one
Class V Director to serve for a five year term, and, in each case, until their
respective successors are duly elected and qualified. The following table sets
forth certain information concerning each of the nominees for Director of the
Fund. Bassett S. Winmill is currently a Director of the Fund. Each Director who
is deemed to be an "interested person" of the Fund, as defined in the Investment
Company Act of 1940, as amended ("1940 Act"), is indicated by an asterisk.
Name, Principal Year
Occupation and Business Director Term
Experience for Past Five Years Since Expires
- ------------------------------ -------- -------
CLASS I:
RUSSELL E. BURKE III -- He is President of
Russell E. Burke III, Inc. Fine Art, N/A 1998
New York, New York. His address is 900 Park
Avenue, New York, New York 10021. He was
born August 23, 1946.
CLASS II:
DAVID R. STACK -- He is a partner with the N/A 1999
law firm of McLaughlin & Stern, LLP. His
address is Franklin Avenue, Millbrook, New
York 12545. He was born January 24, 1957.
-1-
<PAGE>
Name, Principal Year
Occupation and Business Director Term
Experience for Past Five Years Since Expires
- ------------------------------ -------- -------
CLASS III:
MARK C. WINMILL* -- He is Co-President, Co- N/A 2000
Chief Executive Officer, and Chief Financial
Officer of the Fund, as well as the other
investment companies ("Investment Company
Complex") advised by affiliates of Bull &
Bear Group, Inc. ("Group"), the parent
company of Bull & Bear Advisers, Inc.
("Investment Manager"), and of Group and
certain of its affiliates. He also is
Chairman of the Investment Manager and
Investor Service Center, Inc. ("Investor
Service"), a registered broker/dealer and a
subsidiary of Group, and President of Bull & Bear
Securities, Inc. ("BBSI"), a registered broker/
dealer and a subsidiary of Group. He is a son of
Bassett S. Winmill and brother of Thomas B.
Winmill. His address is 11 Hanover Square,
New York, New York 10005. He was born November
26, 1957.
CLASS IV:
THOMAS B. WINMILL* -- He is Co-President, N/A 2001
Co-Chief Executive Officer, and General
Counsel of the Fund, as well as the other
investment companies in the Investment Company
Complex, and of Group and certain of its affiliates.
He also is President of the Investment Manager and
Investor Service and Chairman of BBSI. He is a
member of the New York State Bar and the SEC Rules
Committee of the Investment Company Institute. He
is a son of Bassett S. Winmill and brother of Mark
C. Winmill. His address is 11 Hanover Square, New
York, New York 10005. He is was born June 25, 1959.
CLASS V:
BASSETT S. WINMILL* -- He is Chairman of the 1984 2002
Board of the Fund, as well as other investment
companies in the Investment Company Complex, and
of Group. He is a member of the New York Society
of Security Analysts, the Association for
Investment Management and Research, and the
International Society of Financial Analysts. He is
the father of Mark C. Winmill and Thomas B. Winmill.
His address is 11 Hanover Square, New York, New York
10005. He was born February 10, 1930.
The persons named in the accompanying form of proxy intend to vote each
such proxy for the election of the nominees listed above, unless stockholders
specifically indicate on their proxies the desire to withhold authority to vote
for any one or more of the nominees. It is not contemplated that any nominee
will be unable to serve as a Director for any reason, but if that should occur
prior to the Meeting, the proxyholders reserve the right to substitute another
person or persons of their choice as nominee or nominees. Each nominee listed
above has consented to being named in this Proxy Statement and has agreed to
serve as a Director if elected. Robert D. Anderson, Bruce B. Huber, James E.
Hunt, Frederick A. Parker, Jr., and John B. Russell are currently Directors of
the Fund; each such Director intends to resign from the Fund's Board upon the
election and qualification of the nominees.
The Fund has an audit committee comprised of all of its Directors, the
function of which is routinely to review financial statements and other
audit-related matters as they arise throughout the year, although upon election
of the nominees as proposed the audit committee shall be comprised of Russell E.
Burke III, David R. Stack, and Thomas B. Winmill. The Fund has no standing
nominating or compensation committee or any committee performing similar
functions. Certain information concerning the Fund's Directors and executive
officers and other relevant information is set forth in Exhibit A hereto.
The Investment Manager is a wholly-owned subsidiary of Group, a
publicly-owned company whose securities are listed on The Nasdaq Stock Market.
Bassett S. Winmill may be deemed a controlling person of Group on the basis of
his ownership of 100% of Group's voting stock and, therefore, of the Investment
Manager.
-2-
<PAGE>
The Fund pays its Directors who are not "interested persons" of the
Fund an annual retainer of $2,500, and a per meeting fee of $2,500, and
reimburses them for their meeting expenses. The Fund also pays such Directors
$250 per special telephonic meeting attended and per committee meeting attended.
The Fund does not pay any other remuneration to its executive officers and
Directors, and the Fund has no bonus, pension, profit-sharing, or retirement
plan. The Fund had five Board meetings and no committee meetings during the
Fund's most recently completed fiscal year. Each Director attended all Board and
committee meetings held during such year.
The aggregate amount of compensation estimated to be paid to each
Director or nominee by the Fund, and by all other funds in the Investment
Company Complex for which such person is a Board member (the number of which is
set forth in parenthesis next to each person's total compensation) for the year
ending June 30, 1998, is as follows:
Total Compensation From Fund
Aggregate and Investment Company
Name of Compensation from Complex
Director/Nominee the Fund Paid to Director/Nominee
- -------------------- ----------------- ----------------------------
Russell E. Burke III $12,750 $12,750 (0)
David R. Stack $12,750 $12,750 (0)
Mark C. Winmill $0 $0 (5)
Thomas B. Winmill $0 $0 (8)
Bassett S. Winmill $0 $0 (2)
Vote Required
In as much as the election of each of the nominees was approved by the
vote of a majority of the Board of Directors, the election of each of the
nominees requires the affirmative vote of a plurality of the votes cast at the
Meeting. As set forth in the Fund's Articles of Incorporation, any action
submitted to a vote by stockholders requires the affirmative vote of at least
eighty percent (80%) of the outstanding shares of all classes of voting stock,
voting together, in person or by proxy at a meeting at which a quorum is
present, unless such action is approved by the vote of a majority of the Board
of Directors, in which case such action requires (A) if applicable, the
proportion of votes required by the 1940 Act, or (B) the lesser of (1) a
majority of all the votes entitled to be cast on the matter with the shares of
all classes of voting stock voting together, or (2) if such action may be taken
or authorized by a lesser proportion of votes under applicable law, such lesser
proportion.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that the Fund's independent auditors be selected
by a majority of those Directors who are not "interested persons" (as defined in
the 1940 Act) of the Fund; that such selection be submitted for ratification or
rejection at the Meeting; and that the employment of such independent auditors
be conditioned upon the right of the Fund, by vote of a majority of its
outstanding securities at any meeting called for that purpose, to terminate such
employment forthwith without penalty. The Fund's Board of Directors, including a
majority of those Directors who are not "interested persons," approved the
selection of Tait, Weller & Baker for the fiscal year ending December 31, 1997
at a Board meeting held on March 5, 1997.
Accordingly, the selection by the Fund's Board of Tait, Weller & Baker
as independent auditors for the fiscal year ending December 31, 1997 is
submitted to stockholders for ratification or rejection. Apart from its fees
received as independent auditors, neither Tait, Weller & Baker nor any of its
partners has a direct, or material indirect, financial interest in the Fund or
the Investment Manager. Tait, Weller & Baker has acted as independent auditors
of the Fund since 1989, and acts as independent auditors of Group. The Fund's
Board believes that the employment of the services of Tait, Weller & Baker, as
described herein, is in the best interests of the Fund. A representative of
Tait, Weller & Baker is expected to be present at the Meeting, will have the
opportunity to make a statement, and will be available to respond to appropriate
questions.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF TAIT,
WELLER & BAKER AS INDEPENDENT AUDITORS OF THE FUND.
-3-
<PAGE>
OTHER MATTERS
The Fund will bear the cost of soliciting proxies. In addition to the
use of the mails, proxies may be solicited personally, by telephone, or by other
means, and the Fund may pay persons holding its shares in their names or those
of their nominees for their expenses in sending soliciting materials to their
principals. In addition, the Fund will retain Shareholder Communications
Corporation, 17 State Street, New York, New York 10004, to solicit proxies on
behalf of the Board for a fee estimated at $10,000 plus expenses.
If a proxy is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a broker "non-vote" (that
is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares of the Fund on a particular matter with respect to which the broker or
nominee does not have discretionary power) or is marked with an abstention
(collectively, "abstentions"), the Fund's shares represented thereby will be
considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business. Under Maryland law,
abstentions do not constitute a vote "for" or "against" a matter and will be
disregarded in determining "votes cast" on an issue.
In the event that a quorum is not present at the Meeting, or if a
quorum is present but sufficient votes to approve any of the proposals are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. In determining whether to
adjourn the meeting the following factors may be considered: the nature of the
proposals that are the subject of the Meeting, the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature of any further
solicitation, and the information to be provided to stockholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those shares affected by the adjournment that are
represented at the meeting in person or by proxy. A stockholder vote may be
taken for one or more of the proposals in this Proxy Statement prior to any
adjournment if sufficient votes have been received for approval. If a quorum is
present, the persons named as proxies will vote those proxies which they are
entitled to vote "for" a Proposal in favor of any adjournment, and will vote
those proxies required to be voted "against" a Proposal against any adjournment.
A quorum is constituted with respect to the Fund by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting.
To the knowledge of the management of the Fund, no owner of record
owned 5% or more of the outstanding shares of the Fund as of October 1, 1997.
The Fund's Board is not aware of any other matters which may come
before the Meeting. Should any such matters with respect to the Fund properly
come before the Meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with their judgment
on such matters.
Proposals that stockholders wish to include in the Fund's proxy
statement for the Fund's next Annual Meeting of Stockholders must be sent to and
received by the Fund no later than June 30, 1998 at the principal executive
offices of the Fund at 11 Hanover Square, New York, New York 10005, Attention:
William J. Maynard, Secretary.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, at its principal executive offices, to the
attention of William J. Maynard, Secretary, whether other persons are the
beneficial owners of the shares for which proxies are being solicited and, if
so, the number of copies of this Proxy Statement and other soliciting material
you wish to receive in order to supply copies to the beneficial owners of
shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: October 20, 1997
-4-
<PAGE>
EXHIBIT A
The executive officers, other than those who serve as Directors, and
their relevant biographical information are set forth below:
STEVEN A. LANDIS - Senior Vice President. He is also Senior Vice
President of the other investment companies in the Investment Company Complex,
and the Investment Manager and certain of its affiliates. From 1993 to 1995, he
was Associate Director-Proprietary Trading at Barclays de Zoete Wedd Securities
Inc. and, from 1992 to 1993, he was Director, Bond Arbitrage at WG Trading
Company. He was born March 1, 1955.
JOSEPH LEUNG, CPA - Treasurer and Chief Accounting Officer. He is also
Treasurer and Chief Accounting Officer of the other investment companies in the
Investment Company Complex, and the Investment Manager and its affiliates. From
1992 to 1995, he held various positions with Coopers & Lybrand LLP, a public
accounting firm. He is a member of the American Institute of Certified Public
Accountants. He was born September 15, 1965.
WILLIAM J. MAYNARD - Vice President and Secretary. He is also Vice
President and Secretary of the other investment companies in the Investment
Company Complex, and the Investment Manager and its affiliates. From 1991 to
1994, he was associated with the law firm of Skadden, Arps, Slate, Meagher &
Flom LLP. He is a member of the New York State Bar. He was born September 13,
1964.
The address of each executive officer of the Fund is 11 Hanover Square,
New York, New York 10005.
The following table presents certain information regarding the
beneficial ownership of the Fund's shares as of October 1, 1997 by each officer
and Director or nominee of the Fund owning shares on such date. In each case,
such amount constitutes less than 1% of the Fund's outstanding shares.
Name of Officer or
Director/Nominee Number of Shares
------------------ ----------------
Thomas B. Winmill 16.730
Bassett S. Winmill 1,080.660
Mark C. Winmill 13.000
Group and its subsidiaries, of which Bassett S. Winmill may be deemed a
controlling person, also own in the aggregate 100.000 Fund shares. Mr. Winmill
disclaims beneficial ownership of such shares.
<PAGE>
BULL & BEAR MUNICIPAL INCOME FUND, INC.
The undersigned stockholder of BULL & BEAR MUNICIPAL INCOME FUND, INC.
(the "Fund") hereby appoints Thomas B. Winmill and William J. Maynard and each
of them, the attorneys and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the shares of the Fund
standing in the name of the undersigned at the close of business on October 1,
1997 at the Annual Meeting of Stockholders to be held at the offices of Stroock
& Stroock & Lavan LLP, 180 Maiden Lane, 34th Floor, New York, New York at 8:00
a.m. on Thursday, November 20, 1997, and at any and all adjournments thereof,
with all of the powers the undersigned possesses and especially (but without
limiting the general authorization and power hereby given) to vote as indicated
on the Proposals, as more fully described in the Proxy Statement for the
Meeting.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY
CARD. If shares are registered in more than one
name, all should sign but if one signs, it
binds the others. When signing as attorney,
executor, administrator, agent, trustee, or
guardian, please give full title as such. If
a corporation, please sign in full corporate
name by an authorized officer. If a
partnership, please sign in partnership name
by an authorized person. To avoid the delay
of adjourning the meeting, please return
this proxy promptly in the enclosed postage
paid envelope.
-------------------------
Signature(s)
-------------------------
Signature(s)
Dated: ____________, 1997
<PAGE>
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE
PROPOSALS BELOW UNLESS OTHERWISE INDICATED. Please make your choices below in
blue or black ink. Example: [] Sign the form on the reverse side and return as
soon as possible in the enclosed envelope.
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH ANY NOMINEE'S NAME.
1. To elect nominees to the Board of Directors:
Russell E. Burke III David R. Stack Mark C. Winmill
Thomas B. Winmill Bassett S. Winmill
o FOR All o WITHHOLD o FOR ALL EXCEPT
Nominees
2. To ratify the selection of Tait, Weller & Baker as the
Fund's independent auditors.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Meeting,
or any adjournment(s) thereof.
<PAGE>
