Filed with the Securities and Exchange Commission on FEBRUARY 21, 1997
1933 Act File No. 2-88608
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BULL & BEAR MUNICIPAL INCOME FUND, INC.
(FORMERLY BULL & BEAR MUNICIPAL SECURITIES, INC.)
(Exact Name of Registrant as Specified in Charter)
11 Hanover Square
New York, New York 10005
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 212 785-0900
Copies to:
WILLIAM J. MAYNARD R. DARRELL MOUNTS, ESQ.
Bull & Bear Advisers, Inc. Kirkpatrick & Lockhart LLP
11 Hanover Square 1800 Massachusetts Avenue, N.W.
New York, New York 10005 Washington, D.C. 20036-1800
(Name and Address of
Agent for Service)
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b) of rule 485
on [date] pursuant to paragraph (b) of rule 485
60 days after filing pursuant to paragraph (a) of rule 485
on (specify date) pursuant to paragraph (a)of rule 485
*THE REGISTRANT IS FILING THIS POST-EFFECTIVE AMENDMENT PURSUANT TO RULE
24f-2(a)(2) FOR THE SOLE PURPOSE OF TERMINATING ITS RULE 24F-2 ELECTION. THE
NOTICE REQUIRED BY SUCH RULE FOR THE REGISTRANT'S MOST RECENT FISCAL YEAR WAS
FILED ON FEBRUARY 20, 1997
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BULL & BEAR MUNICIPAL INCOME FUND, INC.
CONTENTS OF REGISTRATION STATEMENT
This registration statement consists of the following papers and
documents.
Cover Sheet
Part C - Other Information
Signature Page
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Part C
Information required to be included in Part C is set forth
under the appropriate item, so numbered, in Part C of this Registration
Statement.
BULL & BEAR MUNICIPAL INCOME FUND, INC.
CROSS REFERENCE SHEET
PART C -- OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements in Part A of this Registration
Statement: Not Applicable.
Financial Highlights
Financial Statements included in Part B of this
Registration Statement: Not Applicable.
(b) Exhibits
(1) (a) Articles of Incorporation. Incorporated
herein by reference to corresponding Exhibit
of the initial Registration Statement, SEC
File No. 2-88608, filed December 28, 1983.
(b) Articles of Amendment, filed with the
Securities and Exchange Commission on April
15, 1996.
(2) By-Laws. Incorporated herein by reference to
corresponding Exhibit of Post-Effective Amendment
No. 19 to the Registration Statement, SEC File No.
2-88608, filed February 12, 1993.
(3) Voting trust agreement -- none
(4) Specimen security, filed with the Securities and
Exchange Commission on April 12, 1995.
(5) (a) Investment advisory contract. Incorporated
herein by reference to corresponding Exhibit
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of Post-Effective Amendment No. 8 to the
Registration Statement, SEC File No. 2-88608,
filed May 1, 1987.
(b) Assignment agreement and consent.
Incorporated herein by reference to
corresponding Exhibit of Post-Effective
Amendment No. 19 to the Registration
Statement, SEC File No. 2-88608, filed
February 12, 1993.
(6) Underwriting agreement. Incorporated herein by
reference to corresponding Exhibit of Post-Effective
Amendment No. 21 to the Registration Statement, SEC
File No. 2-88608, filed April 15, 1994.
(7) Bonus, profit sharing or pension plans -- not
applicable
(8) (a) Amended and Restated Custodian Agreement,
filed with the Securities and Exchange
Commission on April 15, 1996.
(b) Depository Agreement. Incorporated herein by
reference to corresponding Exhibit of Post-
Effective Amendment No. 19 to the
Registration Statement, SEC File No. 2-88608,
filed February 12, 1993.
(9) (a) Transfer Agency Agreement. Incorporated
herein by reference to corresponding Exhibit
of Post-Effective Amendment 22 to the
Registration Statement, SEC File No. 2-88608,
filed April 12, 1995.
(b) Assignment Agreement. Incorporated herein by
reference to corresponding Exhibit of Post-
Effective Amendment 22 to the Registration
Statement, SEC File No. 2-88608, filed April
12, 1995.
(c) Shareholder Services Agreement. Incorporated
herein by reference to corresponding Exhibit
of Post-Effective Amendment No. 19 to the
Registration Statement, SEC File No. 2-88608,
filed February 12, 1993.
(10) (a) Opinion of counsel. Incorporated herein by
reference to corresponding Exhibit of the
initial Registration Statement, SEC File No.
2-88608, filed December 28, 1983.
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(b) Opinion of counsel pursuant to Section
24(e)(1)-- not applicable.
(11) Other opinions, appraisals, rulings and consents -
Accountants' consent, filed with the Securities and
Exchange Commission on April 15, 1996.
(12) Financial statements omitted from Item 23 -- not
applicable
(13) Agreement for providing initial capital.
Incorporated herein by reference to corresponding
Exhibit of Post-Effective Amendment No. 8 to the
Registration Statement, SEC File No. 2-88608, filed
May 1, 1987.
(14) Prototype retirement plans. Incorporated by
reference from Post-Effective Amendment No. 44 to
the Registration Statement of Bull & Bear Funds II,
Inc., SEC File No. 2-57953, filed October 24, 1991.
(15) (a) Plan pursuant to Rule 12b-1
(b) Related Agreement to Plan of Distribution
pursuant to Rule 12b-1 between Investor
Service Center, Inc. and Hanover Direct
Advertising Company, Inc. Incorporated
herein by reference to corresponding Exhibit
of Post-Effective Amendment No. 21 to the
Registration Statement, SEC File No. 2-88608,
filed April 15, 1994.
(c) Broker services agreements. Incorporated
herein by reference to corresponding Exhibit
of Post-Effective Amendment No. 19 to the
Registration Statement, SEC File No. 2-88608,
filed February 12, 1993.
(16) Schedule for computation of performance quotations
(a) Basic information. Incorporated herein by
reference to corresponding Exhibit of Post-
Effective Amendment No. 21 to the
Registration Statement, SEC File No. 2-88608,
filed April 15, 1994.
(17) Financial Data Schedule -- not applicable.
(18) Plan pursuant to Rule 18f-3 -- not applicable.
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Item 25. Persons Controlled by or under Common Control with
Registrant
Not applicable.
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Class (as of November 7, 1996)
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Shares of Common Stock, designated 797
Bull & Bear Municipal Income Fund
$0.01 par value, number 50,000,000
Item 27. Indemnification
The Registrant is incorporated under Maryland law. Section 2-418 of
the Maryland General Corporation Law requires the Registrant to indemnify its
directors, officers and employees against expenses, including legal fees, in a
successful defense of a civil or criminal proceeding. The law also permits
indemnification of directors, officers, employees and agents unless it is proved
that (a) the act or omission of the person was material and was committed in bad
faith or was the result of active or deliberate dishonesty, (b) the person
received an improper personal benefit in money, property or services or (c) in
the case of a criminal action, the person had reasonable cause to believe that
the act or omission was unlawful.
The Registrant's Articles of Incorporation Article EIGHTH,
paragraph (7) provide for indemnification against reasonable costs and expenses
incurred in connection with any action, suit or proceeding to which the director
or officer may be a party by reason of his being or having been a director or
officer of the Corporation to the full extent permitted by the laws of the State
of Maryland and the provisions of the By-Laws of the Registrant relating to
indemnification.
Section 11.01 of Article XI of the By-Laws sets forth the
procedures by which the Registrant will indemnify its directors, officers,
employees and agents. Section 11.02 of Article XI of the By-Laws further
provides that the Registrant may purchase and maintain insurance or other
sources of reimbursement to the extent permitted by law on behalf of any person
who is or was a
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director or officer of the Registrant, or is or was serving at the request of
the Registrant as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him or her and incurred by him or her in or arising out of his or her position.
Paragraph 10 of the Investment Management Agreement between the
Registrant and Bull & Bear Advisers, Inc. (the "Investment Manager") provides
that the Investment Manager shall not be liable to the Registrant or its series
or any shareholder of the Registrant or its series for any error of judgment or
mistake of law or for any loss suffered by the Registrant in connection with any
investment policy or the purchase, sale or retention of any security on the
recommendation of the Investment Manager. However, the Investment Manager is not
protected against any liability to the Registrant or to the series by reason of
willful misfeasance, bad faith, or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under the Investment Management Agreement.
The Registrant undertakes to carry out all indemnification
provisions of its Articles of Incorporation and By-Laws and the above-described
contract in accordance with Investment Company Act Release No. 11330 (September
4, 1980) and successor releases.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be provided to directors, officers and
controlling persons of the Registrant, pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant with the successful defense of any action, suit or
proceeding or payment pursuant to any insurance policy) is asserted against the
Registrant by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question
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whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
Item 28. Business and other Connections of Investment Adviser
The directors and officers of the Investment Manager are also
directors and officers of other Funds managed by Midas Management Corporation
and Rockwood Advisers, Inc., both of which are wholly owned subsidiaries of Bull
& Bear Group, Inc. (the "Funds"). In addition, such officers are officers and
directors of Bull & Bear Group, Inc. and its other subsidiaries; Service Center,
the distributor of the Registrant and the Funds and a registered broker/dealer;
and Bull & Bear Securities, Inc., a discount brokerage firm. Bull & Bear Group,
Inc.'s predecessor was organized in 1976. In 1978, it acquired control of and
subsequently merged with Investors Counsel, Inc., a registered investment
adviser organized in 1959. The principal business of both companies since their
founding has been to serve as investment manager to registered investment
companies. Bull & Bear Advisers, Inc. serves as investment manager of Bull &
Bear Dollar Reserves a series of shares issued by Bull & Bear Funds II, Inc.;
Bull & Bear Global Income Fund, Inc.; Bull & Bear Municipal Income Fund, Inc.;
Bull & Bear Gold Investors Ltd.; Bull & Bear U.S. and Overseas Fund, a series of
Bull & Bear Funds I, Inc.; Bull & Bear Special Equities Fund, Inc., and Bull &
Bear U.S. Government Securities Fund, Inc. Midas Management Corporation serves
as investment manager of Midas Fund, Inc., and Rockwood Advisers, Inc. serves as
investment adviser of The Rockwood Growth Fund, Inc.
Item 29. Principal Underwriters
a) In addition to the Registrant, Investor Service Center, Inc.
("Service Center") serves as principal underwriter of Bull & Bear Gold Investors
Ltd., Bull & Bear Funds II, Inc., Bull & Bear Funds I, Inc., Midas Fund, Inc.,
Bull & Bear Special Equities Fund, Inc., and The Rockwood Growth Fund, Inc.
b) Service Center serves as the Registrant's principal
underwriter with respect to Bull & Bear Municipal Income Fund.
The directors and officers of Service Center, their principal
business addresses, their positions and offices with Service
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Center and their positions and offices with the Registrant (if any) are set
forth below.
Position and Offices with
Name and Principal Investor Service Position and Offices
Business Address Center, Inc. with Registrant
Bassett S. Winmill Director Chairman of the Board
11 Hanover Square
New York, NY 10005
Robert D. Anderson Vice Chairman and Director Vice Chairman and Director
11 Hanover Square
New York, NY 10005
Steven A. Landis Senior Vice President Senior Vice President
11 Hanover Square
New York, NY 10005
Mark C. Winmill Chairman, Director and Co-President and Chief
11 Hanover Square Chief Financial Officer Financial Officer
New York, NY 10005
Thomas B. Winmill President, Director Co-President and General
11 Hanover Square Counsel
New York, NY 10005
William J. Maynard Vice President and Vice President and
11 Hanover Square Secretary Secretary
New York, NY 10005
Kathleen B. Fliegauf Vice President and None
11 Hanover Square Assistant Secretary
New York, NY 10005
Irene K. Kawczynski Vice President None
11 Hanover Square
New York, NY 10005
Joseph Leung Treasurer Treasurer
11 Hanover Square
New York, NY 10005
Item 30. Location of Accounts and Records
The minute books of Registrant and copies of its filings with the
Commission are located at 11 Hanover Square, New York, NY 10005 (the offices of
the Registrant and its Investment Manager). All other records required by
Section 31(a) of the Investment Company Act of 1940 are located at Investors
Bank & Trust Company, 89 South Street, Boston, MA 02109 (the offices of
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Registrant's custodian) and at DST Systems, Inc., 1055 Broadway, Kansas City, MO
64105-1594 (the offices of the Registrant's transfer and dividend disbursing
agent). Copies of certain of the records located at Investors Bank & Trust
Company and DST Systems, Inc. are kept at 11 Hanover Square, New York, NY 10005
(the offices of its Registrant and its Investment Manager).
Item 31. Management Services -- none
Item 32. Undertakings -- none
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it meets all of the requirements for effectiveness of
this Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City, County and State of
New York on this 21st day of February, 1997.
BULL & BEAR MUNICIPAL INCOME FUND, INC.
/s/ Thomas B. Winmill
By: Thomas B. Winmill
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Mark C. Winmill Co-President and Co-Chief February 21, 1997
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Mark C. Winmill Executive Officer
Thomas B. Winmill Co-President and Co-Chief February 21, 1997
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Thomas B. Winmill Executive Officer
Bassett S. Winmill Director, Chairman of the February 21, 1997
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Bassett S. Winmill Board of Directors
Joseph Leung Treasurer, Principal February 21, 1997
Joseph Leung Accounting Officer
Robert D. Anderson Director February 21, 1997
Robert D. Anderson
Bruce B. Huber Director February 21, 1997
Bruce B. Huber
James E. Hunt Director February 21, 1997
James E. Hunt
Frederick A. Director February 21, 1997
Parker, Jr.
Frederick A.
Parker, Jr.
John B. Russell Director February 21, 1997
John B. Russell
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