BULL & BEAR SPECIAL EQUITIES FUND INC, 485APOS, 1997-02-27

BULL & BEAR SPECIAL EQUITIES FUND INC
485APOS, 1997-02-27

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As filed with the Securities and Exchange Commission on February 27, 1997.
1933 Act File No. 33-2847
1940 Act File No. 811-4625
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 17
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 17

BULL & BEAR SPECIAL EQUITIES FUND, 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: 1-212-785-0900

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:

immediately upon filing pursuant to paragraph (b) of rule 485
on (specify date) pursuant to paragraph (b)of rule 485
60 days after filing pursuant to
paragraph (a) of rule 485
X on May 1, 1997 pursuant to paragraph (a) of rule 485

Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The Notice required by Rule 24f-2 for the fiscal year ended December
31, 1996 was filed on February 20, 1997.

<PAGE>

BULL & BEAR SPECIAL EQUITIES FUND, INC.

Contents of Registration Statement

This registration statement consists of the following papers and
documents.

Cover Sheet

Table of Contents

Cross Reference Sheets

Part A - Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Page

Exhibits

<PAGE>

BULL & BEAR SPECIAL EQUITIES FUND, INC.

Cross Reference Sheet

Part A. Item No. Prospectus Caption

1 Cover Page

2 Expense Table

3 Financial Highlights;
Performance Information

4 General
Risk Factors
Back Cover Page

5 Investment Manager
Custodian and Transfer Agent

6 Cover Page
General
Investment Manager
Distributions and Taxes
Determination of Net Asset Value
Shareholder Services
Capital Stock
Back Cover Page

7 How to Purchase Shares
Shareholder Services
Determination of Net Asset Value
Distribution of Shares
Back Cover Page

8 How to Redeem Shares
Determination of Net Asset Value

9 Not Applicable

<PAGE>

BULL & BEAR SPECIAL EQUITIES FUND, INC.

Cross Reference Sheet

Statement of Additional
Part B. Item No. information Caption

10 Cover Page

11 Table of Contents

12 Not Applicable

13 The Fund's Investment Program
Investment Restrictions
Options, Futures And Forward Currency Contract
Strategies
Allocation of Brokerage
Appendix

14 Officers and Directors

15 Officers and Directors
Investment Manager

16 Officers and Directors
Investment Manager
Investment Management Agreement
Distribution of Shares
Custodian and Transfer Agent
Auditors

17 Allocation of Brokerage

18 Not Applicable

19 Determination of Net Asset Value
Purchase of Shares

20 Distributions and Taxes

21 Distribution of Shares

22 Performance Information

23 Financial Statements

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.

<PAGE>

The sole investment objective of Bull & Bear Special Equities Fund ("Fund")
is capital appreciation. The Fund invests primarily in equity securities, often
involving special situations and emerging growth companies. To increase the
potential opportunities for achieving its objective, the Fund may borrow money
from banks from time to time to purchase or carry securities. The activities of
the Fund, a non-diversified management investment company, entail investment
risks significantly greater than the usual practices of most mutual funds and
may result in higher portfolio turnover, increased expenses and a greater amount
of short term capital gains and losses. There is no assurance that the Fund will
achieve its investment objective.

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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.

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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 May 1, 1997, 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 1-800-847-4200. 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.

<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 $5 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 (after reimbursement)......... 0.84%
12b-1 Fees.................................... 1.00%
Other Expenses ............................... 0.61%
Total Fund Operating Expenses (after
reimbursement)................................ 2.45%

Example
You would pay the following expenses on a $1,000 investment, assuming a
5% annual return and a redemption at the end of each time period.......

1 year 3 years 5 years 10 years

$25 $76 $131 $279

The example set forth above assumes reinvestment of all dividends and other
distributions and assumes a 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 Operating
Expenses are based on the Fund's operating expenses and average daily net assets
during its fiscal year ended December 31, 1996. 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 does not include interest expense from the Fund's bank borrowing.

Financial Highlights are presented below for a share of capital stock
outstanding throughout each period since the Fund's inception. The following
information is supplemental to the Fund's financial statements and report
thereon of Tait, Weller & Baker, independent accountants, appearing in the
December 31, 1996 Annual Report to Shareholders and incorporated by reference in
the Statement of Additional Information.

<PAGE>

<TABLE>

Years Ended December 31,
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1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
PER SHARE DATA*
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at beginning of period... $25.42 $19.11 $23.13 $24.88 $19.38 $13.79 $21.68 $18.17 $15.75 $16.83
Income from investment operations:
Net investment loss................... (.73) (.81) (.55) (.76) (.58) (.36) (.68) (1.14) (.86) (.15)
Net realized and unrealized gain (loss) 0.99 8.51 (3.28) 4.65 6.08 5.95 (7.21) 8.70 4.43 (.93)
on investment
Total from investment operations..... 0.26 7.70 (3.83) 3.89 5.50 5.59 (7.89) 7.56 3.57 (1.08)
Less distributions:
Distributions from net realized gains (2.72) (1.39) (.19) (5.64) ------ ------ ------ (4.05) (1.15) ------
on investments
Net increase (decrease) in net asset (2.46) 6.31 (4.02) (1.75) 5.50 5.59 (7.89) 3.51 2.42 (1.08)
value
Net asset value at end of period......... $22.96 $25.42 $19.11 $23.13 $24.88 $19.38 $13.79 $21.68 $18.17 $15.75
TOTAL RETURN............................. 1.0% 40.5% (16.5)% 16.4% 28.4% 40.5% (36.4)% 42.3% 22.7% (6.4)%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period $49,840 $56,34 $45,614 $73,957 $68,314 $16,738 $8,475 $6,317 $2,982 $2,337
(000's omitted)
Ratio of expenses to average net assets(a) 2.45% 2.88% 2.92% 2.74% 3.07% 2.83% 3.10% 3.50% 2.94% 3.01%
Ratio of net investment loss to average 2.81% 2.70% 2.43% 2.73% 2.78% 2.11% 3.19% 3.23% 1.49% .82%
net assets
Portfolio turnover rate.................. 311% 319% 309% 256% 261% 384% 475% 433% 514% 751%
Average commission per share............. $0.0714
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</TABLE>

*Per share net investment loss and net realized and unrealized gain (loss) on
investments have been computed using the average number of shares outstanding.
These computations had no effect on net asset value per share. (a) Ratios
including interest expense were 2.92% and 3.67% for the years ended December 31,
1996 and 1995, respectively.

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

Amount of Debt Average Amount of Average Number of Average Amount of
Fiscal Year Ended Outstanding at Debt Outstanding Shares Outstanding Debt Per Share
December 31 End of Period During the Period 1 During the Period 1 During the Period

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1 Based on monthly averages.

<PAGE>

TABLE OF CONTENTS

Expense Tables.........................2 Distributions and Taxes............13
Financial Highlights...................2 Determination of Net Asset Value...14
General................................3 Investment Manager.................14
Risk Factors...........................3 Performance Information............15
How to Purchase Shares.................7 Distribution of Shares.............15
Shareholder Services...................9 Capital Stock......................16
How to Redeem Shares..................12 Custodian and Transfer Agent.......16

GENERAL

Purpose of the Fund. The Fund is designed for investors seeking solely capital
appreciation. The Fund is not intended for investors whose objective is income
or conservation of capital, and you should not consider a purchase of Fund
shares to be a complete investment program.

Investment Techniques. The Fund seeks capital appreciation by investing
aggressively, depending on the Investment Manager's assessment of economic and
market factors, in equity securities, warrants, convertible securities, and debt
instruments. The Fund may invest in the securities of a particular company that,
in the opinion of the Investment Manager, will appreciate within a reasonable
period of time, typically because of a development solely applicable to that
company, and regardless of general business conditions or movements of the
market as a whole ("special situations"). The Investment Manager may also use
strategies involving short sales, options, futures, forward currency contracts,
and borrowings for investment purposes ("leverage"). Generally, the Investment
Manager seeks to invest in the special situations and emerging growth companies
offering the greatest potential capital appreciation, although there is no
assurance that the Fund will achieve its objective.

Portfolio Management. Investment decisions for the Fund have since February 20,
1997 been made by the Investment Policy Committee of Bull & Bear Advisers, Inc.
("Investment Manager").

The Fund's Investment Program. Under normal conditions, at least 65% of the
Fund's total assets will be invested long or short in equity securities of U.S.
and foreign issuers and up to 35% may be invested for capital appreciation in
corporate bonds, debentures, or preferred stocks (both convertible and
non-convertible) of U.S. and foreign issuers, securities issued or guaranteed by
the U.S. Government, its agencies or instrumentalities ("U.S. Government
Securities"), and municipal securities. These are fundamental policies that may
not be changed without shareholder approval. When the Investment Manager deems
it advisable, the Fund may, for temporary defensive purposes or in anticipation
of more favorable opportunities for the purchase of equity securities, hold cash
or invest all or a portion of its assets in short term fixed income securities
or repurchase agreements.

RISK FACTORS

Because of the following considerations, the Fund's investment program
should be considered speculative and involving substantial risk and should not
be considered a complete investment program. The investment program of the Fund
is designed for investors seeking capital appreciation, rather than current
income, and who are willing to assume the risks inherent in the Fund's
investment policies and practices. The activities in which the Fund engages
entail investment risks significantly greater than are inherent in the usual
practices of most mutual funds and may result in higher portfolio turnover,
increased expenses, and a greater amount of capital gains and losses.

Special Situations. The Fund may invest without limit in special situations.
Developments creating special situations might include, among others:
liquidations, reorganizations, recapitalizations, mergers, material litigation,
technological breakthroughs, and new management or management policies. Although
large, well-known companies may be involved, special situations more often
involve comparatively small or
3

<PAGE>

unseasoned companies. Special situations often involve much greater risk than is
inherent in ordinary investments due to, among other things, a lack of or
presumed inapplicability of the company's operating history, a limited market in
the company's securities, and the unreliable nature of the company's anticipated
earnings growth. Companies in actual or anticipated reorganizations or
restructurings often provide limited financial information and markets for their
securities may be erratic and volatile.

Short Term Investing. The Fund may seek capital appreciation by investing for
the short term on the basis of both technical and fundamental considerations as
evaluated by the Investment Manager. Long term investments, by contrast, are
usually based upon fundamental evaluations. Short term investing may result in
the Fund's portfolio turnover rate being substantially greater than that of
similar investment companies. In 1995 the Fund's portfolio turnover rate was
319%, and in 1996 it was 311%. Higher turnover may increase Fund brokerage costs
and taxes payable by shareholders.

Borrowing. The Fund may borrow money from banks (including its custodian bank)
to purchase and carry securities and will pay interest thereon. 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, the net asset value of the
Fund's shares will decrease faster than would otherwise be the case. Such
borrowing is referred to as leverage, is speculative, and increases both
investment opportunity and investment risk. The Investment Company Act of 1940,
as amended ("1940 Act"), requires the Fund to maintain asset coverage of at
least 300% 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.

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 greater of the market value of the securities sold short at the
time of such sale or their current market value. 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 and
may be used by the Fund to defer the realization of gain or loss for Federal
income tax purposes on securities then owned by the Fund.

Warrants. Warrants give their holder the right to purchase a given number of
shares of a particular company at specified prices within certain periods of
time. The purchaser of a warrant expects that the market price of the security
to which the warrant pertains will exceed the exercise price before the
warrant's expiration date. The purchaser risks losing the entire purchase price
of the warrant if the market price does not rise. Warrants
4

<PAGE>

are usually tradable in the open market without actual exercise. Warrants are
sometimes sold in unit form with other securities of an issuer, and are
frequently employed in financing young, unseasoned companies. A warrant's
purchase price varies with its exercise price, current market value of the
underlying security, life of the warrant and various other investment factors.

The purchase price of warrants and premiums on put and call options
written by others, combinations thereof, or similar options will be limited to
no more than 20% of the Fund's net assets. This non-fundamental limitation may
cause the Fund to dispose of warrants or put or call options at disadvantageous
times.

Options, Futures Contracts, and Forward Currency Contracts. The Fund may
purchase call options on securities that the Investment Manager intends to
include in the Fund's portfolio in order to fix the cost of a future purchase or
to attempt to enhance return by, for example, participating in an anticipated
price increase of a security. The Fund may purchase put options to hedge against
a decline in the market value of securities held in the Fund's portfolio or to
attempt to enhance return. The Fund may write (sell) covered put and call
options on securities in which it is authorized to invest. The Fund may purchase
and write covered straddles, purchase and write put and call options on stock
and bond indexes, and take positions in options on foreign currencies to hedge
against the risk of foreign exchange rate fluctuations on foreign securities the
Fund holds in its portfolio or that it intends to purchase. The Fund may
purchase and sell futures contracts on interest rates, stock and bond indexes,
and foreign currencies 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 enter into a forward contract if the amount of assets
set aside to cover the contract would impede portfolio management or the Fund's
ability to meet redemption requests.

Strategies with options, financial futures, and forward currency
contracts may be limited by market conditions, regulatory limits and tax
considerations, and the Fund might not employ any of the strategies described
above. There can be no assurance that any strategy used will be successful. The
loss from investing in futures transactions is potentially unlimited. Options
and futures may fail as hedging techniques in cases where price movements of the
securities underlying the options and futures do not follow the price movements
of the portfolio securities subject to the hedge. Gains and losses on
investments in options and futures depend on the Investment Manager's ability to
predict correctly the direction of stock prices, interest rates, and other
economic factors. In addition, the Fund will likely be unable to control losses
by closing its position where a liquid secondary market does not exist and there
is no assurance that a liquid secondary market for hedging instruments will
always exist. It also may be necessary to defer closing out hedged positions to
avoid adverse tax consequences. The percentage of the Fund's assets segregated
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.

Illiquid and Restricted Securities. The Fund may invest in securities that are
not widely traded, and the Fund's position in such securities may be substantial
in relation to their market. In some cases it may be difficult for the Fund to
dispose of such securities at prevailing market prices in order to meet
redemptions. As a non- fundamental investment restriction, the Fund may invest
up to 15% of its net assets in illiquid securities, including repurchase
agreements with a maturity of more than seven days.

Foreign Securities, Markets, and Currencies. You should understand and consider
carefully the substantial risks involved in foreign investing. Investing in
foreign securities, which are generally denominated in foreign currencies, and
utilization of forward contracts on foreign currencies involve certain
considerations comprising both risk and opportunity not typically associated
with investing in U.S. securities. These considerations include: fluctuations in
currency exchange rates; restrictions on foreign investment and repatriation of
capital; costs of converting foreign currency into U.S. dollars; greater price
volatility and trading illiquidity; less public information

<PAGE>

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 for investments
in developing countries and emerging markets or 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
that of investment companies investing exclusively in domestic securities.

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, its 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 investments in order to meet such requests. Some of the securities
in which the Fund invests may not be widely traded, and the Fund's position in
such securities may be substantial in relation to the market for such
securities. Accordingly, it may be difficult for the Fund to dispose of such
securities at prevailing market prices in order to meet redemption requests.

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

Other Investments. The Fund may also invest in repurchase agreements, U.S.
Government Securities, municipal securities, preferred stocks, and debt
securities (including lower rated debt securities). In the last year however,
the Fund did not invest more than 5% of its net assets in such securities and
does not currently intend to do so.

Other Information. The Fund is "non-diversified," as defined in the 1940 Act,
but intends to continue to qualify as a regulated investment company for Federal
income tax purposes. This means, in general, that more than 5% of the Fund's
total assets may be invested in the securities of one issuer (including a
foreign government), but only if at the close of each quarter of the Fund's
taxable year, the aggregate amount of such holdings does not exceed 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. In addition to the Fund's
fundamental investment objective and the fundamental policies stated above, the
Fund has adopted certain fundamental investment restrictions which may not be
changed without shareholder approval. These fundamental restrictions are set

<PAGE>

forth in the Statement of Additional Information. All other investment policies
described herein, unless otherwise stated, are not fundamental and may be
changed by the Fund's Board of Directors without shareholder action.

HOW TO PURCHASE SHARES

The Fund's shares are sold on a continuing basis at the net asset
value per share next determined after receipt and acceptance of the order by
Investor Service Center (see "Determination of Net Asset Value"). The minimum
initial investment is $1,000 for regular and Uniform Gifts/Transfers to Minors
Act custody accounts, and $500 for Bull & Bear retirement plans, which include
Individual Retirement Accounts ("IRAs"), SEP-IRAs, rollover IRAs, profit sharing
and money purchase plans, and 403(b) plan accounts. The minimum subsequent
investment is $100. The initial investment minimums are waived if you elect 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 that accompanies this prospectus
should be completed, signed and, with a check or other negotiable bank draft
drawn to the order of Special Equities Fund, 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,
1-800-847-4200. 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
$500. The 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 Special Equities Fund, 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
Fund shares quickly and simply, just by calling Investor Service
Center, 1-800-847-4200. 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.

<PAGE>

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, 1-800- 847-4200, to give the name(s) under which the
account is to be registered, tax identification number, the name of the bank
sending the wire, and to be assigned a Bull & Bear Special Equities Fund 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; Special Equities Fund. 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.

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.

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, 1-800-847-4200.

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, 1-800-847-4200. 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.

<PAGE>

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, 1-800-847-4200.

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).

To exchange shares, please call Investor Service Center toll-free at
1-800-847-4200 between 9 a.m. and 5 p.m. eastern time on any Fund business day
and provide the following information: 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 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.

o Bull & Bear U.S. and Overseas Fund invests worldwide for the highest possible
total return.

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 1-212-363-1100 or communicate by fax to 1-212-363-1103 or
cable to the address BULLNBEAR NEWYORK. 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, 1-800-847-4200. 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) Transfers. If you
have an account at Bull & Bear Securities, Inc., an affiliate of the
Investment Manager and a wholly owned subsidiary of Bull & Bear Group,
Inc. offering discount brokerage services, you may access your
investment in any Bull & Bear Fund to pay for securities purchased in
your brokerage account and have proceeds of securities sold in your
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
9

<PAGE>

purposes as noted below. Information on any of these plans is available from
Investor Service Center by calling toll-free at 1-800-847-4200.

The minimum investment to establish a Bull & Bear IRA or other
retirement plan is $500. Minimum subsequent investments are $100. The initial
investment minimums are waived if you elect to invest $100 or more each month in
the Fund through the Bull & Bear Automatic Investment Program. There are no
set-up fees for any Bull & Bear Retirement Plans. Subject to change on 30 days'
notice, the plan custodian charges Bull & Bear IRAs a $10 annual fiduciary fee,
$10 for each distribution prior to age 59 1/2, and a $20 plan termination fee;
however, the annual fiduciary fee is waived if your IRA has assets of $10,000 or
more or if you invest regularly through the Bull & Bear Automatic Investment
Program.

|X| IRA and SEP-IRA Accounts. Anyone with earned income who is less than age 70
1/2at the end of the tax year, even if also participating in another type of
retirement plan, may establish an IRA and contribute each year up to $2,000 or
100% of earned income, whichever is less. For married couples, each spouse may
contribute up to $2,000 into an IRA regardless of whether each spouse has $2,000
of earned income, provided, however, that their aggregate earned income is at
least $4,000 (where such income is less than $4,000, special rules apply).
Employers may also make contributions to an IRA on behalf of an individual under
a Simplified Employee Pension Plan ("SEP") in any amount up to 15% of up to
$150,000 of compensation. Also, although a Salary Reduction SEP ("SARSEP") may
no longer be established after that date, a small employer instead may establish
a Savings Incentive Match Plan for Employees ("SIMPLE"), which will allow
certain employees to make elective contributions of up to $6,000 per year and
will require the employer to make matching contributions up to 3% of each such
employee's salary.

Generally, taxpayers may contribute to an IRA during the tax year and
through the next year until the income tax return for that year is
due, without regard to extensions. Thus, most individuals may
contribute for the 1997 tax year through April 15, 1998 and for the
1998 tax year from January 1, 1998 through April 15, 1999.

Bull & Bear No-Fee IRA(R). The $10 annual fiduciary fee is waived if
your Bull & Bear IRA or Bull & Bear SEP-IRA has assets of $10,000 or
more or if you invest through the Bull & Bear Automatic Investment
Program.

Deductibility. IRA contributions are fully deductible for many
taxpayers. For a taxpayer who is an active participant in an
employer-maintained retirement plan (or whose spouse is), a portion of
IRA contributions is deductible if adjusted gross income (before the
IRA deductions) is $40,000-$50,000 (if married) and $25,000-$35,000
(if single). Only IRA contributions by a taxpayer who is an active
participant in an employer-maintained retirement plan (or whose spouse
is) and has adjusted gross income of more than $50,000 (if married)
and $35,000 (if single) will not be deductible at all. An eligible
individual may establish a Bull & Bear IRA under the prototype plan
available through the Fund, even though such individual or spouse
actively participates in an employer-maintained retirement plan.

o IRA Transfer and Rollover Accounts. Special forms are available from Investor
Service Center, 1-800- 847-4200, which make it easy to transfer or roll over IRA
assets to a Bull & Bear IRA. An IRA may be transferred from one financial
institution to another without adverse tax consequences. Similarly, no taxes
need be paid on a lump-sum distribution that you may receive as a payment from a
qualified pension or profit sharing plan due to retirement, job termination or
termination of the plan, so long as the assets are put into an IRA Rollover
account within 60 days of the receipt of the payment. Withholding for Federal
income tax purposes is required at the rate of 20% for "eligible rollover
distributions" made from any retirement plan (other than an IRA) that are not
directly transferred to an "eligible retirement plan," such as a Bull & Bear
Rollover Account.

o Profit Sharing and Money Purchase Plans. These Plans provide an
opportunity to accumulate earnings on a tax-deferred basis by
permitting corporations, self-employed individuals (including
partners) and their employees generally to contribute (and deduct) up
to $30,000 annually or, if less, 25% (15% for profit sharing plans) of
compensation or self-employment earnings of up to $150,000.
Corporations and partnerships, as well as all self-employed persons,
are eligible to establish these Plans. In addition, a person who is
both salaried and self-employed, such as a college professor who
serves as a consultant, may adopt these retirement plans based on
self-employment earnings.

<PAGE>

|X| Section 403(b) Accounts. Section 403(b)(7) of the Internal Revenue Code of
1986, as amended ("Code"), permits the establishment of custodial accounts on
behalf of employees of public school systems and certain tax-exempt
organizations. A participant in such a plan does not pay taxes on any
contributions made by the participant's employer to the participant's account
pursuant to a salary reduction agreement, up to a maximum amount, or "exclusion
allowance." The exclusion allowance is generally computed by multiplying the
participant's years of service times 20% of the participant's compensation
included in gross income received from the employer (reduced by any amount
previously contributed by the employer to any 403(b) account for the benefit of
the participant and excluded from the participant's gross income). However, the
exclusion allowance may not exceed the lesser of 25% of the participant's
compensation (limited as above) or $30,000. Contributions and subsequent
earnings thereon are not taxable until withdrawn, when they are received as
ordinary income.
HOW TO REDEEM SHARES

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, 1-800-847-4200 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. If you are
unable to reach Investor Service Center at the above telephone number you may,
in emergencies, call 1-212-363-1100 or communicate by fax to 1-212-363-1103 or
cable to the address BULLNBEAR NEWYORK. 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 Performance
Plus(R) discount brokerage accounts), 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, 1-800- 847-4200. 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 a 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

<PAGE>

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.

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 45 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, 1-800-847-4200. 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.

<PAGE>

Taxes. The Fund intends to continue to qualify for treatment as a regulated
investment company under the Code so that it will be relieved of Federal income
tax on that part of its investment company taxable income (generally consisting
of net investment income, net short term capital gains, and net gains from
certain foreign currency transactions) and net capital gain (the excess of net
long term capital gain over net short term capital loss) that is distributed to
its shareholders.

Dividends paid by the Fund from its investment company taxable income
(whether paid in cash or in additional 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 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 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.

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, 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 manages the investment and reinvestment of the Fund's
assets, subject to the control and final direction of the Board of Directors.
The Investment Manager is authorized to place portfolio transactions with Bull &
Bear Securities, Inc., an affiliate of the Investment Manager, and may allocate
brokerage transactions by taking into account the sales of shares of the Fund
and 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.

For its services, the Investment Manager receives a 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,

<PAGE>

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. This fee is higher than that paid
by most investment companies. From time to time, the Investment Manager may
waive all or part of this fee or reimburse the Fund monthly to improve the
Fund's total return. The Investment Manager provides certain administrative
services to the Fund at cost. During the fiscal year ended December 31, 1996,
investment management fees paid by the Fund after expense reimbursement
represented approximately 0.84% of average daily net assets. The Investment
Manager is a wholly owned subsidiary of Bull & Bear Group, Inc. ("Group").
Group, a publicly owned company whose securities are listed on Nasdaq, 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.

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, 1-800-847-4200.

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
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 Distributor monthly
a distribution fee in an amount of three-quarters of one percent per annum of
the Fund's average daily net assets and a service fee in an amount of
one-quarter of one percent per annum of the Fund's average daily net assets. The
service fee portion is intended to cover personal services provided to 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 or to the Distributor. 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 affiliated investment companies. 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.

<PAGE>

CAPITAL STOCK

The Fund is a non-diversified open-end management investment company
organized as a Maryland corporation in 1986. The Fund is authorized to issue up
to 500,000,000 shares ($.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 Fund's Board of Directors may
establish additional series or classes of shares, although it has no current
intention of doing so.

The Fund's By-Laws provide that there will be no annual meeting of
shareholders in any year except as required by law. In practical effect, this
means that the Fund will not hold an annual meeting of shareholders in years in
which the only matters which would be submitted to shareholders for their
approval are the election of Directors and ratification of the Directors'
selection of accountants, although holders of 25% 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 approval of the Fund's investment management
agreement, plan of distribution, or changes in its fundamental investment
objective, policies or restrictions is required by the 1940 Act.

CUSTODIAN AND TRANSFER AGENT

Investors Bank & Trust Company, 89 South Street, Boston, MA 02109,
acts as custodian of the Fund's assets, performs certain accounting services for
the Fund, 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 will increase the Fund's expenses (see also the
special considerations involving foreign securities discussed above).

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. Such services include receiving and responding to shareholder
inquiries concerning their accounts and processing shareholder telephone
requests for transfers, purchases, redemptions, changes of address and similar
matters. The costs of facilities, personnel and other related expenses are
allocated among the Fund and other affiliated investment companies 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.

<PAGE>

[Left Side of Back Cover Page]

SPECIAL
EQUITIES
FUND
- -----------------------------------------------------

11 Hanover Square
New York, NY 10005
1-800-847-4200 1-212-363-1100
http://www.bull-and-bear.com

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

Call toll-free for Fund performance, exchanges among the Bull & Bear Funds, and
to obtain information concerning your account.
1-800-847-4200 1-212-363-1100
- -----------------------------------------------------

Printed on recycled paper.
[Right Side of Back Cover Page]

SPECIAL
EQUITIES
FUND
- ---------------------------------------------------------

Investing Aggressively
for Maximum Capital
Appreciation

Electronic Funds Transfers
Automatic Investment Program
Retirement Plans: IRA, SEP-IRA,
Qualified Profit Sharing/Money
Purchase, 403(b), Keogh

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

Prospectus
May 1, 1997

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

Minimum Initial Investment:
Regular Accounts, $1,000;
IRAs, $500; Automatic
Investment Programs, $100

Minimum Subsequent Investments: $100

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

<PAGE>

Statement of Additional Information May 1, 1997

BULL & BEAR SPECIAL EQUITIES FUND
11 Hanover Square
New York, NY 10005
1-800-847-4200

This Statement of Additional Information regarding Bull & Bear Special
Equities Fund, Inc. ("Fund") is not a prospectus and should be read in
conjunction with the Fund's Prospectus dated May 1, 1997. The Prospectus is
available to prospective investors without charge upon request to Investor
Service Center, Inc., the Fund's Distributor, by calling 1-800-847-4200.

TABLE OF CONTENTS

THE FUND'S INVESTMENT PROGRAM.................................2
INVESTMENT RESTRICTIONS.......................................5
OPTIONS, FUTURES AND FORWARD CURRENCY CONTRACT STRATEGIES.....6
THE INVESTMENT COMPANY COMPLEX...............................16
OFFICERS AND DIRECTORS.......................................16
INVESTMENT MANAGER...........................................18
INVESTMENT MANAGEMENT AGREEMENT..............................18
PERFORMANCE INFORMATION......................................19
DISTRIBUTION OF SHARES.......................................23
DETERMINATION OF NET ASSET VALUE.............................25
PURCHASE OF SHARES...........................................26
ALLOCATION OF BROKERAGE......................................26
DISTRIBUTIONS AND TAXES......................................28
REPORTS TO SHAREHOLDERS......................................30
CUSTODIAN AND TRANSFER AGENT.................................30
AUDITORS.....................................................30
FINANCIAL STATEMENTS.........................................31
APPENDIX -- DESCRIPTIONS OF BOND RATINGS.....................32

<PAGE>

THE FUND'S INVESTMENT PROGRAM

The following information supplements the information concerning the
investment objective, policies and limitations of the Fund found in the
Prospectus.

Foreign Securities. Because the Fund may invest in foreign securities,
investment in the Fund involves investment risks of adverse political and
economic developments that are different from an investment in a fund which
invests only in the securities of U.S. issuers. Such risks may include adverse
movements in the market value of foreign securities during days on which the
Fund's net asset value per share is not determined (see "Determination of Net
Asset Value"), the possible imposition of withholding taxes by foreign
governments on dividend or interest income payable on the securities held in the
portfolio, possible seizure or nationalization of foreign deposits, the possible
establishment of exchange controls, or the adoption of other foreign
governmental restrictions which might adversely affect the payment of dividends
or principal and interest on securities in the portfolio.

Illiquid Assets. The Fund may not purchase or otherwise acquire any
security or invest in a repurchase agreement if, as a result, more than 15% of
the Fund's net assets would be invested in illiquid assets, including repurchase
agreements not entitling the holder to payment of principal within seven days.
The term "illiquid assets" for this purpose includes securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the securities.

Illiquid restricted securities may be sold by the Fund only in privately
negotiated transactions or in a public offering with respect to which a
registration statement is in effect under the Securities Act of 1933, as amended
("1933 Act"). Such securities include those that are subject to restrictions
contained in the securities laws of other countries. Where registration is
required, the Fund may be obligated to pay all or part of the registration
expenses and a considerable period may elapse between the time of the decision
to sell and the time the Fund may be permitted to sell a security under an
effective regis tration statement. If, during such a period, adverse market
conditions were to develop, the Fund might obtain a less favorable price than
prevailed when it decided to sell. Securities that are freely marketable in the
country where they are principally traded, but would not be freely marketable in
the U.S., are not included within the meaning of the term "illiquid assets."

In recent years a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including private
placements, repurchase agreements, commercial paper, foreign securities,
municipal securities and corporate bonds and notes. These instruments are often
restricted securities because the securities are either themselves exempt from
registration or sold in transactions not requiring registration. Institutional
investors generally will not seek to sell these instruments to the general
public, but instead will often depend either on an efficient institutional
market in which such unregistered securities can be readily resold or on an
issuer's ability to honor a demand for repayment. Therefore, the fact that there
are contractual or legal restrictions on resale to the general public or certain
institutions is not dispositive of the liquidity of such investments.

Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional restricted securities markets may
provide both readily ascertainable values for restricted securities and the
ability to liquidate an investment in order to satisfy share redemption orders
on a timely basis. Such markets might include automated systems for the trading,
clearance and settlement of unregistered securities of domestic and foreign
issuers, such as the PORTAL System sponsored by the National Association of
Securities Dealers, Inc. ("NASD") An insufficient number of qualified buyers
interested in purchasing certain restricted securities held by the Fund,
however, could affect adversely the marketability of such portfolio securities,
and the Fund might be unable to dispose of such securities promptly or at
favorable prices.

<PAGE>

The Fund's Board of Directors has delegated the function of making
day-to-day determinations of liquidity to Bull & Bear Advisers, Inc.
("Investment Manager") pursuant to guidelines approved by the Board. The
Investment Manager takes into account a number of factors in reaching liquidity
determinations, including (1) the frequency of trades and quotes for the
security, (2) the number of dealers willing to purchase or sell the security and
the number of other potential purchasers, and (3) dealer undertakings to make a
market in the security, and the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers and the mechanics of transfer). The Investment Manager
monitors the liquidity of restricted securi ties in the Fund's portfolio and
reports periodically on liquidity determinations to the Board of Directors.

Lower Rated Debt Securities. The Fund may invest in investment grade and
non-investment grade debt securities. Ratings of "investment grade" or better
include the four highest ratings of Standard & Poor's Ratings Group ("S&P")
('AAA', 'AA', 'A', or 'BBB') and Moody's Investors Service, Inc. ("Moody's")
('Aaa', 'Aa', 'A', or 'Baa'). There is no minimum quality rating for the debt
securities in which the Fund may invest and the Fund may invest up to 35% of its
assets in unrated debt securities or debt securities rated below investment
grade, although it has no current intention of investing more than 5% of its
total assets in such securities during the coming year. Moody's considers
securities rated Baa to have speculative characteristics. Changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
for such securities to make principal and interest payments than is the case for
higher grade debt securities. Debt securities rated below investment grade are
deemed by these agencies to be predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal and may involve major risk
exposure to adverse conditions. Debt securities rated lower than B may include
securities that are in default or face the risk of default with respect to
principal or interest.

Ratings of debt securities represent the rating agencies' opinions
regarding their quality, are not a guarantee of quality and may be reduced after
the Fund has acquired the security. The Investment Manger will consider such an
event in determining whether the Fund should continue to hold the security but
is not required to dispose of it. Credit ratings attempt to evaluate the safety
of principal and interest payments and do not evaluate the risk of fluctuations
in market value. Also, rating agencies may fail to make timely changes in credit
ratings in response to subsequent events, so that an issuer's current financial
condition may be better or worse than the rating indicates. See the Appendix to
this Statement of Additional Information for a further description of S&P's and
Moody's ratings.

Lower rated debt securities generally offer a higher current yield than
that available for higher grade issues. However, lower rated securities involve
greater risks, in that they are especially subject to adverse changes in general
economic conditions and in the industries in which the issuers are engaged, to
adverse changes in the financial condition of the issuers and to price
fluctuations in response to changes in interest rates. During periods of
economic downturn or rising interest rates, highly leveraged issuers may
experience financial stress which could adversely affect their ability to make
payments of interest and principal and increase the possibility of default. In
addition, the market for lower rated debt securities has expanded rapidly in
recent years, and its growth paralleled a long economic expansion. In the past,
the prices of many lower rated debt securities declined substantially,
reflecting an expectation that many issuers of such securities might experience
financial difficulties. As a result, the yields on lower rated debt securities
rose dramatically, but such higher yields did not reflect the value of the
income stream that holders of such securities expected, but rather the risk that
holders of such securities could lose a substantial portion of their value as a
result of the issuers' financial restructuring or default. There can be no
assurance that such decline in price will not recur. The market for lower rated
debt issues may be thinner and less active than that for higher quality
securities, which may limit the Fund's ability to sell such securities at fair
value in response to changes in the economy or financial markets. Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may also decrease the price and liquidity of lower rated securities,
especially in a thinly traded market.

<PAGE>

Repurchase Agreements. The Fund may enter into repurchase agreements with
U.S. banks or dealers involving securities in which the Fund is authorized to
invest. A repurchase agreement is an instrument under which the Fund purchases
securities from a bank or dealer and simultaneously commits to resell the
securities to the bank or dealer at an agreed upon date and price reflecting a
market rate of interest. The Fund's custodian maintains custody of the
underlying securities until their repurchase; thus the obligation of the bank or
dealer to pay the repurchase price is, in effect, secured by such securities.
The Fund's risk is limited to the ability of the seller to pay the agreed upon
amount on the repurchase date; if the seller defaults, the securities constitute
collateral for the seller's obligation to pay. If, however, the seller defaults
and the value of the collateral declines, the Fund may incur loss and expenses
in selling the collateral. To attempt to limit the risk in engaging in
repurchase agreements, the Fund enters into repur chase agreements only with
banks and dealers believed by the Investment Manager to present minimum credit
risks in accordance with guidelines established by the Board of Directors. The
Fund will not enter into a repurchase agreement with a maturity of more than
seven days if, as a result, more than 15% of its net assets would then be
invested in such agreements and other illiquid assets.

U.S. Government Securities. The U.S. government securities in which the
Fund may invest include direct obligations of the U.S. government (such as
Treasury bills, notes and bonds) and obligations issued by U.S. government
agencies and instrumentalities backed by the full faith and credit of the U.S.
government, such as those issued by the Government National Mortgage
Association. In addition, the U.S. government securities in which the Fund may
invest include securities supported primarily or solely by the creditworthiness
of the issuer, such as securities issued by the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation and the Tennessee Valley
Authority. In the case of obligations not backed by the full faith and credit of
the U.S. government, the Fund must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment
and may not be able to assert a claim against the U.S. government itself in the
event the agency or instrumentality does not meet its commitments. Accordingly,
these securities may involve more risk than securities backed by the U.S.
government's full faith and credit.

Municipal Securities. Under certain circumstances municipal securities may
offer the potential for capital appreciation relative to other fixed income
alternatives even without taking into consideration the tax-advantaged nature of
interest earned on such securities. At such times, the Fund may invest in
municipal securities of varying maturities. The municipal securities in which
the Fund may invest include general obligation and revenue or special obligation
securities. General obligation securities are secured by an issuer's pledge of
its full faith, credit and unlimited taxing power for the payment of principal
and interest. Revenue or special obligation securities are payable only from the
revenues derived from a particular facility or class of facility or project or,
in a few cases, from the proceeds of a special excise or other tax. Municipal
securities also include "private activity bonds," the interest income from which
generally is subject to the Federal alternative minimum tax. Even though the
interest from municipal securities may be exempt from Federal income tax,
dividends paid by the Fund attributable to that interest will be fully taxable
to Fund shareholders.

Equity Securities. The Fund may invest in equity securities of U.S. and
foreign issuers that, in the Investment Manager's judgment, offer potential for
capital appreciation. Such equity securities involve greater risk of loss of
income than debt securities because issuers are not obligated to pay dividends.
In addition, equity securities are subordinate to debt securities, and are more
subject to changes in economic and industry conditions and in the financial
conditions of the issuers of such securities.

Lending of Portfolio Securities. The Fund is authorized to engage in
securities or other lending transactions in an amount up to one-third of the
Fund's total assets, although it has no current intention of entering into such
transactions in excess of 5% of its net assets during the coming year. If the
Fund engages in lending transactions, it will enter into lending agreements that
require that the loans be continuously secured by cash, securities issued or
guaranteed by the U.S. government or its agencies, or any combination of cash
and such securities, as collateral equal at all times to at least the

<PAGE>

market value of the assets lent. The Fund will typically receive the dividends
and interest paid by the assets lent, if any, while simultaneously earning
interest on the loan or a flat fee from the borrower. The Fund will normally pay
reasonable administrative and custodial fees in connection with a loan and may
pay a negotiated portion of the interest on cash or securities held as
collateral to the borrower or placing broker. There are risks of delay to the
Fund in receiving additional collateral and risks of delay in recovery of, and
failure to recover, the assets lent should the borrower fail financially or
otherwise violate the terms of the lending agreement. Loans will be made only to
borrowers deemed by the Investment Manager to be of good standing and when, in
the judgment of the Investment Manager, the consideration which can be earned
currently from such lending transactions justifies the attendant risk. Any loan
made by the Fund will provide that it may be terminated by either party upon
reasonable notice to the other party.

INVESTMENT RESTRICTIONS

The Fund has adopted the following fundamental investment restrictions that
may not be changed without the approval of the lesser of (a) 67% or more of the
voting securities of the Fund present at a meeting if the holders of more than
50% of the outstanding voting securities of the Fund are present or represented
by proxy or (b) more than 50% of the outstanding voting securities of the Fund.
Any investment restriction which involves a maximum percentage of securities or
assets shall not be considered to be violated unless an excess over the
percentage occurs immediately after, and is caused by, an acquisition of
securities or assets of, or borrowing by, the Fund. The Fund may not:

1.Issue senior securities as defined in the Investment Company Act of 1940, as
amended ("1940 Act"). The following will not be deemed to be senior securities
for this purpose: (a) evidences of indebtedness that the Fund is permitted to
incur, (b) the issuance of additional series or classes of securities that the
Board of Directors may establish, (c) the Fund's futures, options, and forward
currency transactions, and (d) to the extent consistent with the 1940 Act and
applicable rules and policies adopted by the Securities and Exchange Commission
("SEC"), (i) the establishment or use of a margin account with a broker for the
purpose of effecting securities transactions on margin and (ii) short sales;

2.Lend its assets, provided however, that the following are not prohibited:
(a) the making of time or demand deposits with banks, (b) the purchase of
debt securities such as bonds, debentures, commercial paper, repurchase
agreements and short term obligations in accordance with the Fund's
investment objective and policies and (c) engaging in securities and other
asset loan transactions limited to one-third of the Fund's total assets;

3.Underwrite the securities of other issuers, except to the extent that the Fund
may be deemed to be an underwriter under the Federal securities laws in
connection with the disposition of the Fund's authorized investments;

4.Borrow money, except to the extent permitted by the 1940 Act;

5.Purchase or sell commodities or commodity futures contracts, although it
may enter into (i) financial and foreign currency futures contracts and
options thereon, (ii) options on foreign currencies, and (iii) forward
contracts on foreign currencies; or

6.Purchase or sell real estate, provided that the Fund may invest in
securities (excluding limited partnership interests) secured by real estate
or interests therein or issued by companies which invest in real estate or
interests therein.

The Fund's Board of Directors has established the following non-fundamental
investment limitations that may be changed by the Board without shareholder
approval:

1. The Fund may not purchase or otherwise acquire any security or invest in a
repurchase agreement if, as a result, more than 15% of the Fund's net
assets (taken at current value) would be invested in illiquid assets,
including repurchase agreements not entitling the holder to payment of
principal within seven days;

<PAGE>

2.The Fund may not purchase the securities of any investment company (as defined
in the 1940 Act) except (a) by purchase in the open market where no commission
or profit to a sponsor or dealer results from such purchase, provided that
immediately after such purchase no more than: 10% of the Fund's total assets are
invested in securities issued by investment companies, 5% of the Fund's total
assets are invested in securities issued by any one investment company, or 3% of
the voting securities of any one such investment company are owned by the Fund,
and (b) when such purchase is part of a plan of merger, consolidation,
reorganization or acquisition of assets;

3.The aggregate value of securities underlying put options on securities
written by the Fund, determined as of the date the put options are written,
will not exceed 25% of the Fund's net assets, and the aggregate value of
securities underlying call options on securities written by the Fund,
determined as of the date the call options are written, will not exceed 25%
of the Fund's net assets;

4.The Fund may purchase a put or call option on a security or a security
index, including any straddles or spreads, only if the value of its
premium, when aggregated with the premiums on all other such instruments
held by the Fund, does not exceed 5% of the Fund's total assets;

5.To the extent that the Fund enters into futures contracts, options on futures
contracts and options on foreign currencies traded on a Commodity Futures
Trading Commission ("CFTC") regulated exchange, in each case that is not for
bona fide hedging purposes (as defined by the CFTC), the aggregate initial
margin and premiums required to establish these positions (excluding the amount
by which options are "in-the- money") may not exceed 5% of the liquidation value
of the Fund's portfolio, after taking into account unrealized profits and
unrealized losses on any contracts the Fund has entered into;

6.The Fund may not purchase securities on margin, except that the Fund may
obtain such short term credits as are necessary for the clearance of
transactions, and provided that margin payments and other deposits made in
connection with transactions in options, futures contracts, forward
contracts and other derivative instruments shall not be deemed to
constitute purchasing securities on margin; and

7.The Fund may not mortgage, pledge or hypothecate any assets in excess of
one-third of the Fund's total assets.

OPTIONS, FUTURES AND FORWARD CURRENCY CONTRACT STRATEGIES

Regulation of the Use of Options, Futures and Forward Currency Contract
Strategies. As discussed in the Prospectus, the Investment Manager may engage in
certain options strategies to attempt to enhance return or for hedging purposes.
The Investment Manager also may use securities index futures contracts, interest
rate futures contracts, foreign currency futures contracts (collectively,
"futures contracts" or "futures"), options on futures contracts and forward
currency contracts for hedging purposes or in other circum stances permitted by
the CFTC. There is no guarantee, however, that the Investment Manager will
engage in any of these transactions in the coming year. Certain special
characteris tics of and risks associated with using these instruments are
discussed below. In addition to the non-fundamental investment restrictions
described above in sections 4 and 5, use of options, forward currency contracts
and futures by the Fund is subject to the applicable regulations of the SEC, the
several options and futures exchanges upon which such instruments may be traded,
the CFTC and the various state regulatory authorities.

In addition to the products, strategies and risks described below and in
the Prospectus, the Investment Manager may discover additional opportunities in
connection with options, futures and forward currency contracts. These new
opportunities may become available as the Investment Manager develops new
techniques, as regulatory authorities broaden the range of permitted
transactions and as new options, futures and forward currency contracts are
developed. The Investment Manager may utilize these opportunities to the extent
they are consistent with the Fund's investment objective, permitted by the
Fund's investment limitations and permitted by the applicable regulatory
authorities. The Fund's registration statement will be supplemented to the
extent that new products and

<PAGE>

strategies involve materially different risks than those described below and in
the Prospectus.

Cover for Options, Futures and Forward Currency Contract Strategies. The
Fund will not use leverage in its options, futures and forward currency contract
strategies. Accordingly, the Fund will comply with guidelines established by the
SEC with respect to coverage of these strategies by either (1) setting aside
cash or liquid securities whose value is marked to the market daily in a
segregated account with its custodian in the prescribed amount, or (2) holding
securities, currencies or other options or futures con tracts whose values are
expected to offset ("cover") its obligations thereunder. Securi ties, currencies
or other options or futures contracts used for cover and securities held in a
segregated account cannot be sold or closed out while the strategy is
outstanding, unless they are replaced with similar assets. As a result, there is
a possibility that the use of cover or segregation involving a large percentage
of the Fund's assets could impede portfolio management or the Fund's ability to
meet redemption requests or other current obligations.

Option Income and Hedging Strategies. The Fund may purchase and write
(sell) both exchange-traded options and options traded on the over-the-counter
("OTC") market. Currently, options on debt securities are primarily traded on
the OTC market. Although many options on currencies are exchange-traded, the
majority of such options currently are traded on the OTC market. Exchange-traded
options in the U.S. are issued by a clearing organization affiliated with the
exchange on which the option is listed, which, in effect, guarantees completion
of every exchange-traded option transaction. In contrast, OTC options are
contracts between the Fund and its contra-party with no clearing organization
guarantee. Thus, when the Fund purchases an OTC option, it relies on the dealer
from which it has purchased the OTC option to make or take delivery of the
securities underlying the option. Failure by the dealer to do so would result in
the loss of any premium paid by the Fund as well as the loss of the expected
benefit of the transaction.

The Fund may purchase call options on securities (both equity and debt)
that the Investment Manager intends to include in the Fund's portfolio in order
to fix the cost of a future purchase. Call options also may be used as a means
of enhancing returns by, for example, participating in an anticipated price
increase of a security. In the event of a decline in the price of the underlying
security, use of this strategy would serve to limit the potential loss to the
Fund to the option premium paid; conversely, if the market price of the
underlying security increases above the exercise price and the Fund either sells
or exercises the option, any profit eventually realized would be reduced by the
premium paid.

The Fund may purchase put options on securities in order to hedge against a
decline in the market value of securities held in its portfolio or to attempt to
enhance return. The put option enables the Fund to sell the underlying security
at the predetermined exercise price; thus, the potential for loss to the Fund
below the exercise price is limited to the option premium paid. If the market
price of the underlying security is higher than the exercise price of the put
option, any profit the Fund realizes on the sale of the security would be
reduced by the premium paid for the put option less any amount for which the put
option may be sold.

The Fund may on certain occasions wish to hedge against a decline in the
market value of securities held in its portfolio at a time when put options on
those particular securi ties are not available for purchase. The Fund may
therefore purchase a put option on other carefully selected securities, the
values of which historically have a high degree of positive correlation to the
value of such portfolio securities. If the Investment Manager's judgment is
correct, changes in the value of the put options should generally offset changes
in the value of the portfolio securities being hedged. However, the correlation
between the two values may not be as close in these transactions as in
transactions in which the Fund purchases a put option on a security held in its
portfolio. If the Investment Manager's judgment is not correct, the value of the
securities underlying the put option may decrease less than the value of the
Fund's portfolio securities and therefore the put option may not provide
complete protection against a decline in the value

<PAGE>

of the Fund's portfolio securities below the level sought to be protected by the
put option.

The Fund may write covered call options on securities in which it is
authorized to invest for hedging or to increase return in the form of premiums
received from the purchasers of the options. A call option gives the purchaser
of the option the right to buy, and the writer (seller) the obligation to sell,
the underlying security at the exercise price during the option period. The
strategy may be used to provide limited protection against a decrease in the
market price of the security, in an amount equal to the premium received for
writing the call option less any transaction costs. Thus, if the market price of
the underlying security held by the Fund declines, the amount of such decline
will be offset wholly or in part by the amount of the premium received by the
Fund. If, however, there is an increase in the market price of the underlying
security and the option is exercised, the Fund would be obligated to sell the
security at less than its market value. The Fund would give up the ability sell
any portfolio securities used to cover the call option while the call option was
outstanding. In addition, the Fund could lose the ability to participate in an
increase in the value of such securities above the exercise price of the call
option because such an increase would likely be offset by an increase in the
cost of closing out the call option (or could be negated if the buyer chose to
exercise the call option at an exercise price below the current market value).
Portfolio securities used to cover OTC options written also may be considered
illiquid, and therefore subject to the Fund's limitation on investing no more
than 15% of its net asset in illiquid securities, unless the OTC options are
sold to qualified dealers who agree that the Fund may repurchase any OTC options
it writes for a maximum price to be calculated by a formula set forth in the
option agreement. The cover for an OTC option written subject to this procedure
would be considered illiquid only to the extent that the maximum repurchase
price under the formula exceeds the intrinsic value of the option.

The Fund also may write covered put options on securities in which it is
authorized to invest. A put option gives the purchaser of the option the right
to sell, and the writer (seller) the obligation to buy, the underlying security
at the exercise price during the option period. So long as the obligation of the
writer continues, the writer may be assigned an exercise notice by the
broker/dealer through whom such option was sold, requiring it to make payment of
the exercise price against delivery of the underlying se curity. The operation
of put options in other respects, including their related risks and rewards, is
substantially identical to that of call options. If the put option is not
exercised, the Fund will realize income in the amount of the premium received.
This tech nique could be used to enhance current return during periods of market
uncertainty. The risk in such a transaction would be that the market price of
the underlying security would decline below the exercise price less the premiums
received, in which case the Fund would expect to suffer a loss.

The Fund may purchase put and call options and write covered put and call
options on securities indexes in much the same manner as the more traditional
securities options discussed above, except that index options may serve as a
hedge against overall fluctua tions in the securities markets (or a market
sector) rather than anticipated increases or decreases in the value of a
particular security. A securities index assigns values to the securities
included in the index and fluctuates with changes in such values. Settlements of
securities index options are effected with cash payments and do not involve
delivery of securities. Thus, upon settlement of a securities index option, the
purchaser will realize, and the writer will pay, an amount based on the
difference between the exercise price and the closing price of the index. The
effectiveness of hedging techniques using securities index options will depend
on the extent to which price movements in the securi ties index selected
correlate with price movements of the securities in which the Fund invests.

The Fund may purchase and write covered straddles on securities indexes. A
long straddle is a combination of a call and a put purchased on the same
security where the exercise price of the put is less than or equal to the
exercise price on the call. The Fund would enter into a long straddle when the
Investment Manager believes that it is likely that securities prices will be
more volatile during the term of the options than is implied by the option
pricing. A short straddle is a combination of a call and a put written on

<PAGE>

the same security where the exercise price on the put is less than or equal to
the exercise price of the call where the same issue of the security is
considered "cover" for both the put and the call. The Fund would enter into a
short straddle when the Investment Manager believes that it is unlikely that
securities prices will be as volatile during the term of the options as is
implied by the option pricing. In such case, the Fund will set aside cash and/or
liquid securities whose value is marked to the market daily in a segregated
account with its custodian equivalent in value to the amount, if any, by which
the put is "in-the-money," that is, that amount by which the exercise price of
the put exceeds the current market value of the underlying security.

Foreign Currency Options and Related Risks. The Fund may take positions in
options on foreign currencies to hedge against the risk of foreign exchange rate
fluctuations on foreign securities that the Fund holds in its portfolio or that
it intends to purchase. For example, if the Fund enters into a contract to
purchase securities denominated in a foreign currency, it could effectively fix
the maximum U.S. dollar cost of the securities by purchasing call options on
that foreign currency. Similarly, if the Fund held securities denominated in a
foreign currency and anticipated a decline in the value of that currency against
the U.S. dollar, the Fund could hedge against such a decline by purchasing a put
option on the currency involved. The Fund's ability to establish and close out
positions in such options is subject to the maintenance of a liquid secondary
market. Although many options on foreign currencies are exchange-traded, the
majority are traded on the OTC market. The Fund will not purchase or write such
options unless, in the Investment Mana ger's opinion, the market for them is
sufficiently liquid to ensure that the risks in connection with such options are
not greater than the risks in connection with the underlying currency. In
addition, options on foreign currencies are affected by all of those factors
that influence foreign exchange rates and investments generally.

The value of a foreign currency option depends upon the value of the
underlying currency relative to the U.S. dollar. As a result, the price of the
option position may vary with changes in the value of either or both currencies
and may have no relationship to the investment merits of a foreign security.
Because foreign currency transactions occurring in the interbank market involve
substantially larger amounts than those that may be involved in the use of
foreign currency options, investors may be disadvantaged by having to deal in an
odd lot market (generally consisting of transactions of less than $1 million)
for the underlying foreign currencies at prices that are less favorable than for
round lots.

There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers and other market resources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively smaller
transactions (that is, less than $1 million) where rates may be less favorable.
The interbank market in foreign currencies is a global, around-the- clock
market. To the extent that the U.S. options markets are closed while the markets
for the underlying currencies remain open, significant price and rate movements
may take place in the underlying markets that cannot be reflected in the options
markets until they reopen.

Special Characteristics and Risks of Options Trading. The Fund may
effectively terminate its right or obligation under an option by entering into a
closing transaction. If the Fund wishes to terminate its obligation to purchase
or sell securities or currencies under a put or a call option it has written,
the Fund may purchase a put or a call option of the same series (that is, an
option identical in its terms to the option previously written); this is known
as a closing purchase transaction. Conversely, in order to terminate its right
to purchase or sell specified securities or currencies under a call or put
option it has purchased, the Fund may sell an option of the same series as the
option held; this is known as a closing sale transaction. Closing transactions
essentially permit the Fund to realize profits or limit losses on its options
positions prior to the exercise or expiration of the option.

In considering the use of options to enhance returns or to hedge the Fund's
portfolio, particular note should be taken of the following:

<PAGE>

(1) The value of an option position will reflect, among other things, the
current market price of the underlying security, securities index or currency,
the time remaining until expiration, the relationship of the exercise price to
the market price, the historical price volatility of the underlying security,
securities index or currency and general market conditions. For this reason, the
successful use of options depends upon the Investment Manager's ability to
forecast the direction of price fluctuations in the underlying securities or
currency markets or, in the case of securities index options, fluctuations in
the market sector represented by the selected index.

(2) Options normally have expiration dates of up to three years. The
exercise price of the options may be below, equal to or above the current market
value of the underlying security, securities index or currency. Purchased
options that expire unexercised have no value. Unless an option purchased by the
Fund is exercised or unless a closing transaction is effected with respect to
that position, the Fund will realize a loss in the amount of the premium paid
and any transaction costs.

(3) A position in an exchange-listed option may be closed out only on an
exchange that provides a secondary market for identical options. Most
exchange-listed options relate to stocks. Although the Fund intends to purchase
or write only those exchange-traded options for which there appears to be a
liquid secondary market, there is no assurance that a liquid secondary market
will exist for any particular option at any particular time. Closing
transactions may be effected with respect to options traded in the OTC markets
(currently the primary markets for options on debt securities and a significant
market for foreign currencies) only by negotiating directly with the other party
to the option contract or in a secondary market for the option if such market
exists. Although the Fund will enter into OTC options with dealers that agree to
enter into, and that are expected to be capable of entering into, closing
transactions with the Fund, there can be no assurance that the Fund would be
able to liquidate an OTC option at a favorable price at any time prior to
expiration. In the event of insolvency of the contra-party, the Fund may be
unable to liquidate an OTC option. Accordingly, it may not be possible to effect
closing transactions with respect to certain options, which would result in the
Fund having to exercise those options that it has purchased in order to realize
any profit. With respect to options written by the Fund, the inability to enter
into a closing transaction may result in material losses to the Fund. For
example, because the Fund must maintain a covered position with respect to any
call option it writes on a security, currency or se curities index, the Fund may
not sell the underlying securities or currency (or invest any cash securities
used to cover the option) during the period it is obligated under such option.
This requirement may impair the Fund's ability to sell a portfolio security or
make an investment at a time when such a sale or investment might be
advantageous.

(4) Securities index options are settled exclusively in cash. If the Fund
writes a call option on an index, the Fund will not know in advance the
difference, if any, between the closing value of the index on the exercise date
and the exercise price of the call option itself and thus will not know the
amount of cash payable upon settlement. In addition, a holder of a securities
index option who exercises it before the closing index value for that day is
available, runs the risk that the level of the underlying index may subsequently
change.

(5) The Fund's activities in the options markets may result in a higher
portfolio turnover rate and additional brokerage costs and taxes; however, the
Fund also may save on commissions by using options as a hedge rather than buying
or selling individual securi ties in anticipation or as a result of market
movements.

Futures and Related Options Strategies. The Fund may engage in futures
strategies for hedging purposes to attempt to reduce the overall investment risk
that would normally be expected to be associated with ownership of the
securities in which it invests. This may involve, among other things, using
futures strategies to manage the effective duration of the Fund. If the
Investment Manager wishes to shorten the effective duration of the Fund, the
Fund may sell a futures contract or a call option thereon, or purchase a put
option on that futures contract. If the Investment Manager wishes to lengthen
the effective duration of the Fund, the Fund may buy a futures contract or a
call option thereon, or sell a put option.

<PAGE>

The Fund may use interest rate futures contracts and options thereon to
hedge its portfolio against changes in the general level of interest rates and
in other circumstances permitted by the CFTC. The Fund may purchase an interest
rate futures contract when it intends to purchase debt securities but has not
yet done so. This strategy may minimize the effect of all or part of an increase
in the market price of the debt security that the Fund intends to purchase in
the future. A rise in the price of the debt security prior to its purchase may
either be offset by an increase in the value of the futures contract purchased
by the Fund or avoided by taking delivery of the debt securities under the
futures contract. Conversely, a fall in the market price of the underlying debt
security may result in a corresponding decrease in the value of the futures
position. The Fund may sell an interest rate futures contract in order to
continue to receive the income from a debt security, while endeavoring to avoid
part or all of the decline in market value of that security that would accompany
an increase in interest rates.

The Fund may purchase a call option on an interest rate futures contract to
hedge against a market advance in debt securities that the Fund plans to acquire
at a future date. The purchase of a call option on an interest rate futures
contract is analogous to the purchase of a call option on an individual debt
security, which can be used as a temporary substitute for a position in the
security itself. The Fund also may write covered put options on interest rate
futures contracts as a partial anticipatory hedge and may write covered call
options on interest rate futures contracts as a partial hedge against a decline
in the price of debt securities held in the Fund's portfolio. The Fund may also
purchase put options on interest rate futures contracts in order to hedge
against a decline in the value of debt securities held in the Fund's portfolio.

The Fund may sell securities index futures contracts in anticipation of a
general market or market sector decline that could adversely affect the market
value of the Fund's portfolio. To the extent that a portion of the Fund's
portfolio correlates with a given index, the sale of futures contracts on that
index could reduce the risks associated with a market decline and thus provide
an alternative to the liquidation of securities posi tions. For example, if the
Fund correctly anticipates a general market decline and sells securities index
futures to hedge against this risk, the gain in the futures position should
offset some or all of the decline in the value of the portfolio. The Fund may
purchase securities index futures contracts if a market or market sector advance
is antici pated. Such a purchase of a futures contract would serve as a
temporary substitute for the purchase of individual securities, which securities
may then be purchased in an orderly fashion. This strategy may minimize the
effect of all or part of an increase in the market price of securities that the
Fund intends to purchase. A rise in the price of the securi ties should be in
part or wholly offset by gains in the futures position.

As in the case of a purchase of a securities index futures contract, the
Fund may purchase a call option on a securities index futures contract to hedge
against a market advance in securities that the Fund plans to acquire at a
future date. The Fund may write covered put options on securities index futures
as a partial anticipatory hedge and may write covered call options on securities
index futures as a partial hedge against a decline in the price of securities
held in the Fund's portfolio. This is analogous to writing covered call options
on securities. The Fund also may purchase put options on securities index
futures contracts. The purchase of put options on securities index futures
contracts is analogous to the purchase of protective put options on individual
securities where a level of protection is sought below which no additional
economic loss would be incurred by the Fund.

The Fund may sell foreign currency futures contracts to hedge against
possible variations in the exchange rate of foreign currency in relation to the
U.S. dollar. In addition, the Fund may sell foreign currency futures contracts
when the Investment Manager anticipates a general weakening of the foreign
currency exchange rate that could adversely affect the market value of the
Fund's foreign securities holdings or interest payments to be received in that
foreign currency. In this case, the sale of futures contracts on the underlying
currency may reduce the risk to the Fund of a reduction in market value caused
by foreign currency exchange rate variations and, by so doing, provide an
alternative to the liquidation of securities positions and resulting transaction
costs. When the Investment Manager anticipates a significant foreign exchange
rate increase while intending

<PAGE>

to invest in a security denominated in that currency, the Fund may purchase a
foreign currency futures contract to hedge against the increased rates pending
completion of the anticipated transaction. Such a purchase would serve as a
temporary measure to protect the Fund against any rise in the foreign currency
exchange rate that may add additional costs to acquiring the foreign security
position. The Fund may also purchase call or put options on foreign currency
futures contracts to obtain a fixed foreign currency exchange rate at limited
risk. The Fund may purchase a call option on a foreign currency futures contract
to hedge against a rise in the foreign currency exchange rate while intending to
invest in a security denominated in that currency. The Fund may purchase put
options on foreign currency futures contracts as a hedge against a decline in
the foreign currency exchange rates or the value of its foreign portfolio
securities. The Fund may write a covered put option on a foreign currency
futures contract as a partial anticipatory hedge and may write a covered call
option on a foreign currency futures contract as a partial hedge against the
effects of declining foreign currency exchange rates on the value of foreign
securi ties.

The Fund may also write put options on interest rate, securities index or
foreign currency futures contracts while, at the same time, purchasing call
options on the same interest rate, securities index or foreign currency futures
contract in order to synthetically create an interest rate, securities index or
foreign currency futures contract. The options will have the same strike prices
and expiration dates. The Fund will only engage in this strategy when it is more
advantageous to the Fund to do so as compared to purchasing the futures
contract.

The Fund may also purchase and write covered straddles on interest rate or
securities index futures contracts. A long straddle is a combination of a call
and a put purchased on the same security at the same exercise price. The Fund
would enter into a long straddle when it believes that it is likely that
securities prices will be more volatile during the term of the options than is
implied by the option pricing. A short straddle is a combination of a call and
put written on the same futures contract at the same exercise price where the
same security or futures contract is considered "cover" for both the put and the
call. The Fund would enter into a short straddle when it believes that it is
unlikely that securities prices will be as volatile during the term of the
options as is implied by the option pricing. In such case, the Fund will set
aside cash and/or liquid, high grade debt securities in a segregated account
with its custodian equal in value to the amount, if any, by which the put is
"in-the-money," that is the amount by which the exercise price of the put
exceeds the current market value of the underlying security.

Special Characteristics and Risks of Futures and Related Options Trading.
No price is paid upon entering into a futures contract. Instead, upon entering
into a futures contract, the Fund is required to deposit with its custodian in a
segregated account in the name of the futures broker through whom the
transaction is effected an amount of cash or liquid securities whose value is
marked to the market daily generally equal to 10% or less of the contract value.
This amount is known as "initial margin." When writing a call or a put option on
a futures contract, margin also must be deposited in accordance with applicable
exchange rules. Unlike margin in securities transactions, initial margin on
futures contracts does not involve borrowing to finance the futures
transactions. Rather, initial margin on futures contracts is in the nature of a
performance bond or good-faith deposit on the contract that is returned to the
Fund upon termination of the transaction, assuming all obligations have been
satisfied. Under certain circumstances, such as periods of high volatility, the
Fund may be required by an exchange to increase the level of its initial margin
payment. Additionally, initial margin requirements may be increased generally in
the future by regulatory action. Subsequent payments, called "variation margin,"
to and from the broker, are made on a daily basis as the value of the futures or
options position varies, a process known as "marking to the market." For
example, when the Fund purchases a contract and the value of the contract rises,
the Fund receives from the broker a variation margin payment equal to that
increase in value. Conversely, if the value of the futures position declines,
the Fund is required to make a variation margin payment to the broker equal to
the decline in value. Variation margin does not involve borrowing to finance the
futures transaction but rather represents a daily settlement of the Fund's
obligations to or from a clearing organization.

<PAGE>

Buyers and sellers of futures positions and options thereon can enter into
offsetting closing transactions, similar to closing transactions on options on
securities, by selling or purchasing an offsetting contract or option. Futures
contracts or options thereon may be closed only on an exchange or board of trade
providing a secondary market for such futures contracts or options.

Under certain circumstances, futures exchanges may establish daily limits
on the amount that the price of a futures contract or related option may vary
either up or down from the previous day's settlement price. Once the daily limit
has been reached in a particular contract, no trades may be made that day at a
price beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses, because
prices could move to the daily limit for several consecutive trading days with
little or no trading and thereby prevent prompt liquidation of unfavorable
positions. In such event, it may not be possible for the Fund to close a
position and, in the event of adverse price movements, the Fund would have to
make daily cash payments of variation margin (except in the case of purchased
options). However, if futures contracts have been used to hedge portfolio
securities, such securities will not be sold until the contracts can be
terminated. In such circumstances, an increase in the price of the securities,
if any, may partially or completely offset losses on the futures contract.
However, there is no guarantee that the price of the securities will, in fact,
correlate with the price movements in the contracts and thus provide an offset
to losses on the contracts.

In considering the Fund's use of futures contracts and related options,
particular note should be taken of the following:

(1) Successful use by the Fund of futures contracts and related options
will depend upon the Investment Manager's ability to predict movements in the
direction of the overall securities, currencies and interest rate markets, which
requires different skills and techniques than predicting changes in the prices
of individual securities. Moreover, futures contracts relate not only to the
current price level of the underlying instrument or currency but also to the
anticipated price levels at some point in the future. There is, in addition, the
risk that the movements in the price of the futures contract will not correlate
with the movements in the prices of the securities or currencies being hedged.
For example, if the price of the securities index futures contract moves less
than the price of the securities that are the subject of the hedge, the hedge
will not be fully effective, but if the price of the securities being hedged has
moved in an unfavorable direction, the Fund would be in a better position than
if it had not hedged at all. If the price of the securities being hedged has
moved in a favorable direction, the advantage may be partially offset by losses
in the futures position. In addition, if the Fund has insufficient cash, it may
have to sell assets from its portfolio to meet daily variation margin
requirements. Any such sale of assets may or may not be made at prices that
reflect a rising market. Consequently, the Fund may need to sell assets at a
time when such sales are disadvantageous to the Fund. If the price of the
futures contract moves more than the price of the underlying securities, the
Fund will experience either a loss or a gain on the futures contract that may or
may not be completely offset by movements in the price of the securities that
are the subject of the hedge.

(2) In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between price movements in the futures
position and the securities or currencies being hedged, movements in the prices
of futures contracts may not correlate perfectly with movements in the prices of
the hedged securities or currencies due to price distortions in the futures
market. There may be several reasons unrelated to the value of the underlying
securities or currencies that cause this situation to occur. First, as noted
above, all participants in the futures market are subject to initial and
variation margin requirements. If, to avoid meeting additional margin deposit
requirements or for other reasons, investors choose to close a significant
number of futures contracts through offsetting transactions, distortions in the
normal price relationship between the securi ties or currencies and the futures
markets may occur. Second, because the margin deposit requirements in the
futures market are less onerous than margin requirements in the securi ties
market, there may be increased participation by speculators in the futures
market; such speculative activity in the futures market also may cause temporary
price distortions.

<PAGE>

As a result, a correct forecast of general market trends may not result in
successful hedging through the use of futures contracts over the short term. In
addition, activities of large traders in both the futures and securities markets
involving arbitrage and other investment strategies may result in temporary
price distortions.

(3) Positions in futures contracts may be closed out only on an exchange or
board of trade that provides a secondary market for such futures contracts.
Although the Fund intends to purchase and sell futures only on exchanges or
boards of trade where there appears to be an active secondary market, there is
no assurance that a liquid secondary market on an exchange or board of trade
will exist for any particular contract at any particular time. In such event, it
may not be possible to close a futures positions, and in the event of adverse
price movements, the Fund would continue to be required to make variation margin
payments.

(4) Like options on securities and currencies, options on futures contracts
have limited life. The ability to establish and close out options on futures
will be subject to the development and maintenance of liquid secondary markets
on the relevant exchanges or boards of trade. There can be no certainty that
such markets for all options on futures contracts will develop.

(5) Purchasers of options on futures contracts pay a premium at the time of
purchase. This amount and the transaction costs are all that is at risk. Sellers
of options on futures contracts, however, must post initial margin and are
subject to additional margin calls that could be substantial in the event of
adverse price movements. In addition, although the maximum amount at risk when
the Fund purchases an option is the premium paid for the option and the
transaction costs, there may be circumstances when the purchase of an option on
a futures contract would result in a loss to the Fund when the use of a futures
contract would not, such as when there is no movement in the level of the under
lying securities index value or the securities or currencies being hedged.

(6) As is the case with options, the Fund's activities in the futures
markets may result in a higher portfolio turnover rate and additional
transaction costs in the form of added brokerage commissions and taxes; however,
the Fund also may save on commissions by using futures contracts or options
thereon as a hedge rather than buying or selling individual securities or
currencies in anticipation or as a result of market movements.

Special Risks Related to Foreign Currency Futures Contracts and Related
Options. Buyers and sellers of foreign currency futures contracts are subject to
the same risks that apply to the use of futures generally. In addition, there
are risks associated with foreign currency futures contracts and their use as a
hedging device similar to those associated with options on foreign currencies
described above.

Options on foreign currency futures contracts may involve certain
additional risks. The ability to establish and close out positions on such
options is subject to the maintenance of a liquid secondary market. Compared to
the purchase or sale of foreign currency futures contracts, the purchase of call
or put options thereon involves less potential risk to the Fund because the
maximum amount at risk is the premium paid for the option (plus transaction
costs). However, there may be circumstances when the purchase of a call or put
option on a foreign currency futures contract would result in a loss, such as
when there is no movement in the price of the underlying currency or futures
contract, when the purchase of the underlying futures contract would not result
in such a loss.

Forward Currency Contracts. The Fund may use forward currency contracts to
protect against uncertainty in the level of future foreign currency exchange
rates.

The Fund may enter into forward currency contracts with respect to specific
transactions. For example, when the Fund enters into a contract for the purchase
or sale of a security denominated in a foreign currency, or the Fund anticipates
the receipt in a foreign currency of dividend or interest payments on a security
that it holds or anticipates purchasing the Fund may desire to "lock in" the
U.S. dollar price of the secur ity or the U.S. dollar equivalent of such
payment, as the case may be, by entering into a forward contract for the
purchase or sale, for a fixed amount of U.S. dollars or foreign currency, of the
amount of foreign currency involved in the underlying transaction. The
14

<PAGE>

Fund will thereby be able to protect itself against a possible loss resulting
from an adverse change in the relationship between the currency exchange rates
during the period between the date on which the security is purchased or sold,
or on which the payment is declared, and the date on which such payments are
made or received.

The Fund also may hedge by using forward currency contracts in connection
with portfo lio positions to lock in the U.S. dollar value of those positions,
to increase the Fund's exposure to foreign currencies that the Investment
Manager believes may rise in value relative to the U.S. dollar or to shift the
Fund's exposure to foreign currency fluctuations from one country to another.
For example, when the Investment Manager believes that the currency of a
particular foreign country may suffer a substantial decline relative to the U.S.
dollar or another currency, it may enter into a forward contract to sell the
amount of the former foreign currency approximating the value of some or all of
the Fund's portfolio securities denominated in such foreign currency. This
investment practice generally is referred to as "cross-hedging" when another
foreign currency is used. Certain of these strategies may result in income
subject to the "Short-Short Limitation" described under "Distributions and
Taxes."

The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. Accordingly, it may be necessary for
the Fund to purchase additional foreign currency on the spot (that is, cash)
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the Fund is obligated to
deliver and if a decision is made to sell the security and make delivery of the
foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security if
the market value of the secur ity exceeds the amount of foreign currency the
Fund is obligated to deliver. The projection of short term currency market
movements is extremely difficult and the successful execution of a short term
hedging strategy is highly uncertain. Forward contracts involve the risk that
anticipated currency movements will not be accurately predicted, causing the
Fund to sustain losses on these contracts and transaction costs. Under normal
circumstances, consideration of the prospects for currency parities will be
incorporated into the longer term decisions made with regard to overall
investment strategies. However, the Investment Manager believes that it is
important to have the flexibility to enter into such forward contracts when it
determines that the best interests of the Fund will be served.

At or before the maturity date of a forward contract requiring the Fund to
sell a currency, the Fund may either sell a portfolio security and use the sale
proceeds to make delivery of the currency or retain the security and offset its
contractual obligation to deliver the currency by purchasing a second contract
pursuant to which the Fund will obtain, on the same maturity date, the same
amount of the currency that it is obligated to deliver. Similarly, the Fund may
close out a forward contract requiring it to purchase a specified currency by
entering into a second contract entitling it to sell the same amount of the same
currency on the maturity date of the first contract. The Fund would realize a
gain or loss as a result of entering into such an offsetting forward currency
contract under either circumstance to the extent the exchange rate or rates
between the currencies involved moved between the execution dates of the first
contract and the offsetting contract.

The cost to the Fund of engaging in forward currency contracts varies with
factors such as the currencies involved, the length of the contract period and
the market conditions then prevailing. Because forward currency contracts are
usually entered into on a principal basis, no fees or commissions are involved.
The use of forward currency contracts does not eliminate fluctuations in the
prices of the underlying securities the Fund owns or intends to acquire, but it
does fix a rate of exchange in advance. In addition, although forward currency
contracts limit the risk of loss due to a decline in the value of the hedged
currencies, at the same time they limit any potential gain that might result
should the value of the currencies increase.

<PAGE>

Although the Fund values its assets daily in terms of U.S. dollars, it does
not intend to convert its holdings of foreign currencies into U.S. dollars on a
daily basis. The Fund may convert foreign currency from time to time, and
investors should be aware of the costs of currency conversion. Although foreign
exchange dealers do not charge a fee for conversion, they do realize a profit
based on the difference between the prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign currency to the
Fund at one rate, while offering a lesser rate of exchange should the Fund
desire to resell that currency to the dealer.

THE INVESTMENT COMPANY COMPLEX

The investment companies advised by affiliates of Bull & Bear Group, Inc.
("Investment Company Complex") are:
Bull & Bear Dollar Reserves
Bull & Bear U.S. Government Securities Fund, Inc.
Bull & Bear Municipal Income Fund, Inc.
Bull & Bear Global Income Fund, Inc.
Bull & Bear U.S. and Overseas Fund
Bull & Bear Special Equities Fund, Inc.
Bull & Bear Gold Investors Ltd.
Midas Fund, Inc.
Rockwood Fund, Inc.

OFFICERS AND DIRECTORS

The officers and Directors of the Fund, their respective offices and principal
occupations during the last five years are set forth below. Unless otherwise
noted, the address of each is 11 Hanover Square, New York, NY 10005.

BASSETT S. WINMILL* -- Chairman of the Board. He is Chairman of the Board of
seven other investment companies in the Investment Company Complex and of the
parent of the Investment Manager, Bull & Bear Group, Inc. ("Group"). He was born
February 10, 1930. 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.

ROBERT D. ANDERSON* -- Vice Chairman and Director. He is Vice Chairman and a
Director of seven other investment companies in the Investment Company Complex
and of the Investment Manager and its affiliates. He was born December 7, 1929.
He is a member of the Board of Governors of the Mutual Fund Education Alliance,
and of its predecessor, the No-Load Mutual Fund Association. He has also been a
member of the District #12, District Business Conduct and Investment Companies
Committees of the NASD.

BRUCE B. HUBER, CLU, ChFC, MSFS -- Director. 3443 Highway 66, Neptune, NJ 07753.
He is Senior Consultant with The Berger Financial Group, LLC specializing in
financial, estate and insurance matters. From March 1995 to December 1995, he
was President of Huber Hogan Knotts Consulting, Inc. financial consultants and
insurance planners. He was born February 7, 1930. From 1988 to 1990, he was
Chairman of Bruce Huber Associates. He is also a Director of eight other
investment companies in the Investment Company Complex.

JAMES E. HUNT -- Director. One Dag Hammarskjold Plaza, New York, NY 10017. He is
a principal of Kenny, Kindler, Hunt & Howe, Inc., executive recruiting
consultants. He was born December 14, 1930. From 1976 until 1983 he was Vice
President of Russell Reynolds Associates, Inc., also executive recruiting
consultants. He is also a Director of eight other investment companies in the
Investment Company Complex.

FREDERICK A. PARKER, JR. -- Director. 219 East 69th Street, New York, NY 10021.
He is President and Chief Executive Officer of American Pure Water Corporation,
a manufacturer of water purifying equipment. He was born November 14, 1926. He
is also a Director of eight other investment companies in the Investment Company
Complex.

JOHN B. RUSSELL -- Director. 334 Carolina Meadows Villa, Chapel Hill, NC 27514.
He was Executive Vice President and a Director of Dan River, Inc., a diversified
textile company,
16

<PAGE>

from 1969 until he retired in 1981. He was born February 9, 1923. He is a
Director of Wheelock, Inc., a manufacturer of signal products, and a consultant
for the National Executive Service Corps in the health care industry. He is also
a Director of eight other investment companies in the Investment Company
Complex.

MARK C. WINMILL -- Co-President, Co-Chief Executive Officer, and Chief Financial
Officer. He is Co-President, Co-Chief Executive Officer, and Chief Financial
Officer of the Investment Company Complex and of Group and certain of its
affiliates, Chairman of the Investment Manager and Investor Service Center, Inc.
("Distributor"), and President of Bull & Bear Securities, Inc. ("BBSI"). He was
born November 26, 1957. He received his M.B.A. from the Fuqua School of Business
at Duke University in 1987. From 1983 to 1985 he was Assistant Vice President
and Director of Marketing of E.P. Wilbur & Co., Inc., a real estate development
and syndication firm and Vice President of E.P.W. Securities, its broker/dealer
subsidiary. He is a son of Bassett S. Winmill and brother of Thomas B. Winmill.
He is also a Director of five other investment companies in the Investment
Company Complex.

THOMAS B. WINMILL -- Co-President, Co-Chief Executive Officer, and General
Counsel. He is Co-President, Co-Chief Executive Officer, and General Counsel of
the Investment Company Complex and of Group and certain of its affiliates,
President of the Investment Manager and the Distributor, and Chairman of BBSI.
He was born June 25, 1959. He was associated with the law firm of Harris,
Mericle & Orr from 1984 to 1987. 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. He is also a Director of six
other investment companies in the Investment Company Complex.

STEVEN A. LANDIS -- Senior Vice President. He is Senior Vice President of the
Investment Company Complex, the Investment Manager and certain of its
affiliates. He was born March 1, 1955. From 1993 to 1995, he was Associate
Director -- Proprietary Trading at Barclays De Zoete Wedd Securities Inc., from
1992 to 1993 he was Director, Bond Arbitrage at WG Trading Company, and from
1989 to 1992 he was Vice President of Wilkinson Boyd Capital Markets.

JOSEPH LEUNG, CPA -- Treasurer and Chief Accounting Officer. He is Treasurer and
Chief Accounting Officer of the Investment Company Complex, the Investment
Manager and its affiliates. From 1992 to 1995 he held various positions with
Coopers & Lybrand L.L.P., a public accounting firm. From 1991 to 1992, he was
the accounting supervisor at Retirement Systems Group, a mutual fund company.
From 1987 to 1991, he held various positions with Ernst & Young, 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 Vice President and
Secretary of the Investment Company Complex, the Investment Manager and its
affiliates. He was born September 13, 1964. 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.

* Bassett S. Winmill and Robert D. Anderson are "interested persons" of the Fund
as defined by the 1940 Act, because of their positions with the Investment
Manager.

Compensation Table

<TABLE>

<S> <C> <C> <C> <C>
Name of Person, Position Aggregate Pension or Re Estimated Annual Total Compensation From
Compensation tirement Benefits Benefits Upon Re Registrant and Invest
From Regis Accrued as Part tirement ment Company Complex
trant of Fund Expenses Paid to Directors

Bruce B. Huber, $2,000 None None $12,500 from 9
Director Investment Companies

James E. Hunt, $2,000 None None $12,500 from 9
Director Investment Compa
nies

<PAGE>

Frederick A. Parker, $2,000 None None $12,500 from 9
Director Investment Compa
nies
John B. Russell, $2,000 None None $12,500 from 9
Director Investment Compa
nies
</TABLE>

Information in the above table is based on fees paid during the year
ended December 31, 1996.

No officer, Director or employee of the Fund's Investment Manager
receives any compensation from the Fund for acting as an officer, Director or
employee of the Fund. As of April __, 1997, officers and Directors of the Fund
owned less than 1% of the outstanding shares of the Fund. As of April __, 1997,
[no owner of record owned more than 5% of the outstanding shares of the Fund].

INVESTMENT MANAGER

The Fund's Investment Manager is Bull & Bear Advisers, Inc., 11 Hanover
Square, New York, NY 10005. The Investment Manager, a registered investment
adviser, is a wholly owned subsidiary of Group. The other principal subsidiaries
of Group include Investor Service Center, Inc., the Fund's Distributor and a
registered broker-dealer, Midas Management Corporation and Rockwood Advisers,
Inc., registered investment advisers, and Bull & Bear Securities, Inc., a
registered broker-dealer providing discount brokerage services.

Group is a publicly owned company whose securities are listed on the
Nasdaq Stock Market and traded in the over-the-counter 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. The Fund and its investment company affiliates had net assets of
approximately $___ million as of April __, 1997.

INVESTMENT MANAGEMENT AGREEMENT

Under the Investment Management Agreement, the Fund assumes and pays all
expenses required for the conduct of its business including, but not limited to,
custodian and transfer agency fees, accounting and legal fees, investment
management fees, fees of disinterested Directors, association fees, printing,
salaries of certain administrative and clerical personnel, necessary office
space, all expenses relating to the registration or qualification of the shares
of the Fund under Blue Sky laws and reasonable fees and expenses of counsel in
connection with such registration and qualification, miscellaneous expenses and
such non-recurring expenses as may arise, including actions, suits or
proceedings affecting the Fund and the legal obligation which the Fund may have
to indemnify its officers and Directors with respect thereto.

The Investment Manager has agreed in the Investment Management Agreement
that it will waive all or part of its fee or reimburse the Fund monthly if, and
to the extent that, the Fund's aggregate operating expenses exceed the most
restrictive limit imposed by any state in which shares of the Fund are qualified
for sale. Currently, the Fund is not subject to any such state-imposed
limitations. Certain expenses, such as brokerage commissions, taxes, interest,
distribution fees, certain expenses attributable to investing outside the United
States and extraordinary items, are excluded from this limitation. For the
fiscal years ended December 31, 1994, 1995, and 1996 the Fund paid to the
Investment Manager aggregate investment management fees of $442,387, $456,593,
and $461,244, respectively. No reimbursement was made to the Fund by the
Investment Manager for the fiscal years ended December 31, 1994, 1995, and 1996
pursuant to the expense guaranty described above.

If requested by the Fund's Board of Directors, the Investment Manager
may provide other services to the Fund such as, without limitation, the
functions of billing, accounting, certain shareholder communications and
services, administering state and Federal registrations, filings and controls
and other administrative services. Any services

<PAGE>

so requested and performed will be for the account of the Fund and the costs of
the Investment Manager in rendering such services shall be reimbursed by the
Fund, subject to examination by those Directors of the Fund who are not
interested persons of the Investment Manager or any affiliate thereof. The cost
of such services billed to the Fund by the Investment Manager for the fiscal
years ended December 31, 1994, 1995, and 1996 was $18,345, $24,263, and $22,062,
respectively.

The Investment Management Agreement provides that the Investment Manager
will not be liable to the Fund or any shareholder of the Fund for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which the agreement relates. Nothing contained in the
Investment Management Agreement, however, shall be construed to protect the
Investment Manager against any liability to the Fund by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
by reason of its reckless disregard of obligations and duties under the
Investment Management Agreement.

The Investment Management Agreement will continue automatically for
successive periods of twelve months, provided such continuance is specifically
approved at least annually by (a) the Fund's Board of Directors or by the
holders of a majority of the outstanding voting securities of the Fund as
defined in the 1940 Act and (b) a vote of a majority of the Directors of the
Fund who are not parties to the Investment Management Agreement, or interested
persons of any such party. The Investment Management Agreement may be terminated
without penalty at any time either by a vote of the Fund's Board of Directors or
the holders of a majority of the outstanding voting securities of the Fund, as
defined in the 1940 Act, on 60 days' written notice to the Investment Manager,
or by the Investment Manager on 60 days' written notice to the Fund, and shall
immediately terminate in the event of its assignment.

Group has granted the Fund a non-exclusive license to use various
service marks including "Bull & Bear," "Bull & Bear Performance Driven," and
"Performance Driven" under certain terms and conditions on a royalty free basis.
Such license will be withdrawn in the event the investment manager of the Fund
shall not be the Investment Manager or another subsidiary of Group. If the
license is terminated, the Fund will eliminate all reference to "Bull & Bear" in
its corporate name and cease to use any of such service marks or any similar
service marks in its business.

PERFORMANCE INFORMATION

The Fund computes its average annual total return by determining the
average annual compounded rate of return during specified periods that equates
the initial amount invested to the ending redeemable value of such investment.
This is done by dividing the ending redeemable value of a hypothetical $1,000
initial payment by $1,000 and raising the quotient to a power equal to one
divided by the number of years (or fractional portion thereof) covered by the
computation and subtracting one from the result. This calculation can be
expressed as follows:

T = (ERV OVER P) SUP {1 OVER n}-1

Where: T = average annual total return.

ERV = ending redeemable value at the end of the period covered
by the computation of a hypothetical $1,000 payment made at
the beginning of the period which assumes all dividends and
other distributions by the Fund are reinvested on the
reinvestment date during the period.

P = hypothetical initial payment of $1,000.

n = period covered by the computation, expressed in terms of years.

<PAGE>

The Fund's average annual total return for the one year and five year
periods ended December 31, 1996 and for the period December 20, 1986
(commencement of operations) to December 31, 1996 was ____%, _____% and _____%,
respectively.

The Fund's "total return" or "cumulative total return" or "cumulative
growth" is calculated by subtracting the amount of the Fund's net asset value
per share at the beginning of a stated period from the net asset value per share
at the end of the period (after giving effect to the reinvestment of all
distributions during the period), and dividing the result by the net asset value
per share at the beginning of the period. 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. The Fund's average
annual return, "total return" or "cumulative total return" or "cumulative
growth," expressed as a percentage rate and as the value of a hypothetical
$1,000 and $10,000 initial investment at the end of the period, for the periods
set forth below, commencing on the dates set forth and ending on December 31,
1996, are set forth below:

<TABLE>

<S> <C> <C> <C> <C>
Start of Periods Average Total Ending Ending Value
Ending 12/31/96 Annual Return Value of a of a
Return $1,000 In $10,000 In
vestment vestment
================================================================================================
January 1, 1996 % % $ $
January 1, 1995 % % $ $
January 1, 1994 % % $ $
January 1, 1993 % % $ $
January 1, 1992 % % $ $
January 1, 1991 % % $ $
January 1, 1990 % % $ $
January 1, 1989 % % $ $
January 1, 1988 % % $ $
January 1, 1987 % % $ $
</TABLE>

The Fund may provide the above described standard total return for a
period which ends as of not earlier than the most recent calendar quarter end
and which begins either twelve months before or at the time of commencement of
the Fund's operations. In addition, the Fund may provide nonstandardized total
return results for differing periods, such as for a recent month or quarter. For
example, the Fund's nonstandardized total return for the three months ended
December 31, 1996 was _____%. Such nonstandardized total returns are computed as
otherwise described above except that no annualization is made. Since
performance will vary, these results are not necessarily representative of
future results. Performance is a function of the type and quality of portfolio
securities and will reflect general market conditions and operating expenses.
See "The Fund's Investment Program" in the Prospectus. This Statement of
Additional Information may be in use for a full year and performance results for
periods subsequent to December 31, 1996 may vary substantially from those shown
above.

The Investment Manager and certain of its affiliates serve as investment
managers to the Fund and other affiliated investment companies, which have
individual and institutional shareholder investors throughout the United States
and in 37 foreign countries. The Fund may also provide performance information
based on an initial investment in the Fund and/or cumulative investments of
varying amounts over periods of time. Some or all of this information may be
provided either graphically or in tabular form.

<PAGE>

Source Material

From time to time, in marketing pieces and other Fund literature, the
Fund's performance may be compared to the performance of broad groups of
comparable mutual funds or unmanaged indexes of comparable securities, including
but not limited to small company growth, capital appreciation, and growth funds
indexes. Indexes are fully invested in the securities they index, whereas the
Fund is managed and may hold cash, non-comparable securities, or be leveraged.
Evaluations of Fund performance made by independent sources may also be used in
advertisements concerning the Fund. Sources for Fund performance information may
include, but are not limited to, the following:

Bank Rate Monitor, a weekly publication which reports yields on various bank
money market accounts and certificates of deposit.

Barron's, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance and other data.

Bloomberg, a computerized market data source and portfolio analysis system.

Bond Buyer Municipal Bond Index (20 year), an index of municipal bonds provided
by a national periodical reporting on municipal securities.

Business Week, a national business weekly that periodically reports the
performance rankings and ratings of a variety of mutual funds.

CDA/Wiesenberger Investment Companies Services, an annual compendium of
information about mutual funds and other investment companies, including
comparative data on funds' back grounds, management policies, salient features,
management results, income and dividend records, and price ranges.

Consumer's Digest, a bimonthly magazine that periodically features the
performance of a variety of investments, including mutual funds.

Financial Times, Europe's business newspaper, which from time to time reports
the performance of specific investment companies in the mutual fund industry.

Forbes, a national business publication that from time to time reports the
performance of specific investment companies in the mutual fund industry.

Fortune, a national business publication that periodically rates the performance
of a variety of mutual funds.

Goldman Sachs Convertible Bond Index -- currently includes 67 bonds and 33
preferred shares. The original list of names was generated by screening for
convertible issues of 100 million or greater in market capitalization. The index
is priced monthly.

Global Investor, a European publication that periodically reviews the
performance of U.S. mutual funds.

Growth Fund Guide, a newsletter providing a mutual fund rating service published
for over 25 years.

IBC's Money Fund Report, a weekly publication of money market fund total net
assets, yield, and portfolio composition.

Individual Investor, a newspaper that periodically reviews mutual fund
performance and other data.

Investment Advisor, a monthly publication reviewing performance of mutual funds.

Investor's Business Daily, a nationally distributed newspaper which regularly
covers financial news.

Kiplinger's Personal Finance Magazine, a monthly publication periodically
reviewing mutual fund performance.

<PAGE>

Lehman Brothers, Inc. "The Bond Market Report" reports on various Lehman
Brothers bond indices.

Lehman Government/Corporate Bond Index -- is a widely used index composed of
government, corporate, and mortgage backed securities.

Lehman Long Term Treasury Bond -- is composed of all bonds covered by the Lehman
Treasury Bond Index with maturities of 10 years or greater.

Lipper Analytical Services, Inc., a publication periodically reviewing mutual
funds industry-wide by means of various methods of analysis.

Merrill Lynch Pierce Fenner & Smith Taxable Bond Indices reports on a variety of
bond indices.

Money, a monthly magazine that from time to time features both specific funds
and the mutual fund industry as a whole.

Morgan Stanley Capital International EAFE Index, is an arithmetic, market
value-weighted average of the performance of over 900 securities listed on the
stock exchanges of countries in Europe, Australia and the Far East.

Morningstar, Mutual Fund Values, publications of Morningstar, Inc., periodically
reviewing mutual funds industry-wide by means of various methods of analysis and
textual commentary.

Mutual Fund Forecaster, a newsletter providing a mutual fund rating service.

Nasdaq Industrial Index -- is composed of more than 3,000 industrial issues. It
is a value- weighted index calculated on price change only and does not include
income.

New York Times, a nationally distributed newspaper which regularly covers
financial news.

The No-Load Fund Investor, a monthly newsletter that reports on mutual fund
performance, rates funds, and discusses investment strategies for mutual fund
investors.

Personal Investing News, a monthly news publication that often reports on
investment opportunities and market conditions.

Personal Investor, a monthly investment advisory publication that includes a
special section reporting on mutual fund performance, yields, indexes, and
portfolio holdings.

Russell 3000 Index -- consists of the 3,000 largest stocks of U.S. domiciled
companies commonly traded on the New York and American Stock Exchanges or the
Nasdaq over-the-counter market, accounting for over 90% of the market value of
publicly traded stocks in the U.S.

Russell 2000 Small Company Stock Index -- consists of the smallest 2,000 stocks
within the Russell 3000; a widely used benchmark for small capitalization common
stocks.

Salomon Brothers GNMA Index -- includes pools of mortgages originated by private
lenders and guaranteed by the mortgage pools of the Government National Mortgage
Association.

Salomon Brothers High-Grade Corporate Bond Index -- consists of publicly issued,
non-convertible corporate bonds rated AA or AAA. It is a value-weighted, total
return index, including approximately 800 issues with maturities of 12 years or
greater.

Salomon Brothers Broad Investment-Grade Bond Index -- is a market-weighted index
that contains approximately 4,700 individually priced investment-grade corporate
bonds rated BBB or better, U.S. Treasury/agency issues and mortgage pass-through
securities.

Salomon Brothers Market Performance tracks the Salomon Brothers bond index.

Standard & Poor's 500 Composite Stock Price Index -- is an index of 500
companies representing the U.S. stock market.

Standard & Poor's 100 Composite Stock Price Index -- is an index of 100
companies representing the U.S. stock market.

<PAGE>

Standard & Poor's Preferred Index is an index of preferred securities.

Success, a monthly magazine targeted to the world of entrepreneurs and growing
businesses, often featuring mutual fund performance data.

USA Today, a national newspaper that periodically reports mutual fund
performance data.

U.S. News and World Report, a national weekly that periodically reports mutual
fund performance data.

The Wall Street Journal, a nationally distributed newspaper which regularly
covers financial news.

The Wall Street Transcript, a periodical reporting on financial markets and
securities.

Wilshire 5000 Equity Indexes -- consists of nearly 5,000 common equity
securities, covering all stocks in the U.S. for which daily pricing is
available.

Wilshire 4500 Equity Index -- consists of all stocks in the Wilshire 5000 except
for the 500 stocks in the Standard & Poor's 500 Index.

Indices prepared by the research departments of such financial
organizations as Salomon Brothers, Inc., Merrill Lynch, Pierce, Fenner & Smith,
Inc., Bear Stearns & Co., Inc., and Ibbotson Associates may be used, as well as
information provided by the Federal Reserve Board.

DISTRIBUTION OF SHARES

Pursuant to a Distribution Agreement, Investor Service Center, Inc. acts
as the principal Distributor of the Fund's shares. Under the Distribution
Agreement, the Distributor shall use its best efforts, consistent with its other
businesses, to sell shares of the Fund. Fund shares are offered continuously.
Pursuant to a Plan of Distribution ("Plan") adopted under Rule 12b-1 of the 1940
Act, the Fund pays the Distributor monthly a fee in the amount of one-quarter of
one percent per annum of the Fund's average daily net assets as compensation for
service activities and a fee in the amount of three-quarters of one percent per
annum of the Fund's average daily net assets as compensation for distribution
activities.

In performing distribution and service activities pursuant to the Plan,
the Dis tributor may spend such amounts as it deems appropriate on any
activities or expenses primarily intended to result in the sale of the Fund's
shares or the servicing and maintenance of shareholder accounts, including, but
not limited to: advertising, direct mail, and promotional expenses; compensation
to the Distributor and its employees; compensation to and expenses, including
overhead and telephone and other communication expenses, of the Distributor, the
Investment Manager, the Fund, and selected dealers and their affiliates who
engage in or support the distribution of shares or who service shareholder
accounts; fulfillment expenses, including the costs of printing and distributing
prospectuses, statements of additional information, and reports for other than
existing shareholders; the costs of preparing, printing and distributing sales
literature and advertising materials; and internal costs incurred by the
Distributor and allocated by the Distributor to its efforts to distribute shares
of the Fund such as office rent and equipment, employee salaries, employee
bonuses and other overhead expenses.

Among other things, the Plan provides that (1) the Distributor will
submit to the Fund's Board of Directors at least quarterly, and the Directors
will review, reports regarding all amounts expended under the Plan and the
purposes for which such expenditures were made, (2) the Plan will continue in
effect only so long as it is approved at least annually, and any material
amendment or agreement related thereto is approved, by the Fund's Board of
Directors, including those Directors who are not "interested persons" of the
Fund and who have no direct or indirect financial interest in the operation of
the Plan or any agreement related to the Plan ("Plan Directors"), acting in
person at a meeting called for that purpose, unless terminated by vote of a
majority of the Plan Directors, or by vote of a majority of the outstanding
voting securities of the Fund, (3) payments by the Fund under the Plan shall not
be materially increased without the affirmative vote

<PAGE>

of the holders of a majority of the outstanding voting securities of the Fund
and (4) while the Plan remains in effect, the selection and nomination of
Directors who are not "interested persons" of the Fund shall be committed to the
discretion of the Directors who are not interested persons of the Fund.

With the approval of the vote of a majority of the entire Board of
Directors and of the Plan Directors of the Fund, the Distributor has entered
into a related agreement with Hanover Direct Advertising Company, Inc. ("Hanover
Direct"), a wholly owned subsidiary of Group, in an attempt to obtain cost
savings on the marketing of the Fund's shares. Hanover Direct will provide
services to the Distributor on behalf of the Fund and other affiliated
investment companies at standard industry rates, which includes commissions. The
amount of Hanover Direct's commissions over its cost of providing Fund marketing
will be credited to the Fund's distribution expenses and represent a savings on
marketing to the benefit of the Fund. to the extent Hanover Direct's costs
exceed such commissions, Hanover Direct will absorb any such costs.

It is the opinion of the Board of Directors that the Plan is necessary
to maintain a flow of subscriptions to offset redemptions. Redemptions of mutual
fund shares are inevitable. If redemptions are not offset by subscriptions, a
fund shrinks in size and its ability to maintain quality shareholder services
declines. Eventually, redemptions could cause a fund to become uneconomic.
Furthermore, an extended period of significant net redemptions may be
detrimental to orderly management of the portfolio. Offsetting redemptions
through sales efforts benefits shareholders by maintaining the viability of a
fund. In periods where net sales are achieved, additional benefits may accrue
relative to portfolio management and increased shareholder servicing capability.
In addition, increased assets enable the establishment and maintenance of a
better shareholder servicing staff which can respond more effectively and
promptly to shareholder inquiries and needs. While net increases in total assets
are desirable, the primary goal of the Plan is to prevent a decline in assets
serious enough to cause disruption of portfolio management and to impair the
Fund's ability to maintain a high level of quality shareholder services.

The Plan increases the overall expense ratio of the Fund; however, a
substantial decline in Fund assets is likely to increase the portion of the
Fund's expense ratio comprised of management fees and fixed costs (i.e., costs
other than the Plan) while a substantial increase in Fund assets would be
expected to reduce the portion of the expense ratio comprised of management fees
(reflecting a larger portion of the assets falling within fee scale-down
levels), as well as of fixed costs. Nevertheless, the net effect of the Plan is
to increase overall expenses. To the extent the Plan maintains a flow of
subscriptions to the Fund, there results an immediate and direct benefit to the
Investment Manager by maintaining or increasing its fee revenue base,
diminishing the obligation, if any, of the Investment Manager to make an expense
reimbursement to the Fund, and eliminating or reducing any contribution made by
the Investment Manager to marketing expenses. Other than as described herein, no
Director or interested person of the Fund had any direct or indirect financial
interest in the operation of the Plan or any related agreement.

Of the amounts paid to the Distributor during the Fund's fiscal year
ended December 31, 1996, approximately $6,196 represented paid expenses incurred
for advertising, $180,021 for printing and mailing prospectuses and other
information to other than current shareholders, $224,324 for salaries of
marketing and sales personnel, $51,543 for payments to third parties who sold
shares of the Fund and provided certain services in connection therewith, and
$86,241 for overhead and miscellaneous expenses. These amounts have been derived
by determining the ratio each such category represents to the total expenditures
incurred by the Distributor in performing services pursuant to the Plan and then
applying such ratio to the total amount of compensation received by the
Distributor pursuant to the Plan.

The Glass-Steagall Act prohibits certain banks from engaging in the
business of underwriting, selling, or distributing securities such as shares of
a mutual fund. Although the scope of this prohibition under the Glass-Steagall
Act has not been fully defined, in the Distributor's opinion it should not
prohibit banks from being paid for shareholder services under the Plan. If,
because of changes in law or regulation, or because of new

<PAGE>

interpretations of existing law, a bank or the Fund were prevented from
continuing these arrangements, it is expected that other arrangements for these
services will be made. In addition, state securities laws on this issue may
differ from the interpretation of Federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to state
law.

DETERMINATION OF NET ASSET VALUE

The Fund's net asset value per share is determined as of the close of
regular trading in equity securities on the New York Stock Exchange ("NYSE")
(currently 4:00 p.m. eastern time, unless weather, equipment failure, or other
factors contribute to an earlier closing) each day the NYSE is open for trading
("Business Day"). The NYSE is closed on the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day. Because a portion of the Fund's net assets
may be invested in foreign securities that are traded in foreign markets that
are not necessarily closed on days when the NYSE is closed, the net asset value
per share may be affected on days when shareholders have no access to the Fund
or its transfer agent.

Securities owned by the Fund are valued by various methods depending on
the market or exchange on which they trade. Securities traded on the NYSE, the
American Stock Exchange and the Nasdaq Stock Market are valued at the last sale
price, or if no sale has occurred, at the mean between the current bid and asked
prices. Securities traded on other exchanges are valued as nearly as possible in
the same manner. Securities traded only over-the-counter are valued at the mean
between the last available bid and asked quotations, if available, or at their
fair value as determined in good faith by or under general direction of the
Board of Directors. Short term securities are valued either at amortized cost or
at original cost plus accrued interest, both of which approximate current value.

Foreign securities, if any, are valued at the last sale price in a
principal market where they are traded, or, if last sale prices are unavailable,
at the mean between the last available bid and asked quotations. Foreign
security prices are expressed in their local currency and translated the value
of foreign securities from the local currency into U.S. dollars at current
exchange rates. Any changes in the value of forward contracts due to exchange
rate fluctuations are included in the determination of net asset value. Foreign
currency exchange rates are generally determined prior to the close of trading
on the NYSE. Occasionally, events affecting the value of foreign securities and
such exchange rates occur between the time at which they are determined and the
close of trading on the NYSE, which events will not be reflected in a
computation of a Fund's net asset value on that day. If events materially
affecting the value of such securities or currency exchange rates occur during
such time period, the securities will be valued at their fair value as
determined in good faith by or under the direction of the Fund's Board of
Directors.

Price quotations generally are furnished by pricing services, which may
also use a matrix system to determine valuations. This system considers such
factors as security prices, yields, maturities, call features, ratings, and
developments relating to specific securities in arriving at valuations.

PURCHASE OF SHARES

The Conditions of Orders. The Fund will only issue shares upon payment of the
purchase price by check made drawn to the Fund's order in U.S. dollars on a U.S.
bank, or by Federal Reserve wire transfer. Third party checks, credit cards, and
cash will not be accepted. The Fund reserves the right to reject any order, to
cancel any order due to nonpayment, to accept initial orders by telephone or
telegram, and to waive the limit on subsequent orders by telephone, with respect
to any person or class of persons. Orders to purchase shares are not binding on
the Fund until they are confirmed by the Fund's transfer agent. If an order is
canceled because of non-payment or because the purchaser's check does not clear,
the purchaser will be responsible for any loss the Fund incurs. If the purchaser
is already a shareholder, the Fund can redeem shares from the purchaser's
account to reimburse the Fund for any loss. In addition, the purchaser may be
prohibited or restricted from placing future purchase orders in the Fund or any
of the other Funds in the Investment Company Complex. In order to permit the
Fund's shareholder base to expand, to avoid certain

<PAGE>

shareholder hardships, to correct transactional errors, and to address similar
exceptional situations, the Fund may waive or lower the investment minimums with
respect to any person or class of persons.

ALLOCATION OF BROKERAGE

The Fund seeks to obtain prompt execution of orders at the most
favorable net prices. Transactions are directed to brokers and dealers qualified
to execute orders or provide research, statistical or other services, and who
may sell shares of the Fund or other affiliated investment companies. The
Investment Manager may also allocate portfolio transactions to broker/dealers
that remit a portion of their commissions as a credit against the Custodian's
charges. No formula exists and no arrangement is made with or promised to any
broker/dealer which commits either a stated volume or percentage of brokerage
business based on research, statistical or other services furnished to the
Investment Manager or upon sale of Fund shares. Fund transactions in debt and
over-the-counter securities generally are with dealers acting as principals at
net prices with little or no brokerage costs. In certain circumstances, however,
the Fund may engage a broker as agent for a commission to effect transactions
for such securities. Purchases of securities from underwriters include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers include a spread between the bid and asked price. While the
Investment Manager generally seeks competitive spreads or commissions, the Fund
will not necessarily be paying the lowest spread or commission available.

The Investment Manager directs portfolio transactions to broker/dealers
for execution on terms and at rates which it believes, in good faith, to be
reasonable in view of the overall nature and quality of services provided by a
particular broker/dealer, including brokerage and research services, sales of
Fund shares and shares of other affiliated investment companies, and allocation
of commissions to the Fund's custodian. With respect to brokerage and research
services, consideration may be given in the selection of broker/dealers to
brokerage or research services provided and payment may be made of a fee higher
than that charged by another broker/dealer which does not furnish brokerage or
research services or which furnishes brokerage or research services deemed to be
of lesser value, so long as the criteria of Section 28(e) of the Securities
Exchange Act of 1934, as amended ("1934 Act"), or other applicable law are met.
Section 28(e) of the 1934 Act was adopted in 1975 and specifies that a person
with investment discretion shall not be "deemed to have acted unlawfully or to
have breached a fiduciary duty" solely because such person has caused the
account to pay a higher commission than the lowest available under certain
circumstances. To obtain the benefit of Section 28(e), the person so exercising
investment discretion must make a good faith determination that the commissions
paid are "reasonable in relation to the value of the brokerage and research
services provided ... viewed in terms of either that particular transaction or
his overall responsibilities with respect to the accounts as to which he
exercises investment discretion." Thus, although the Investment Manager may
direct portfolio transactions without necessarily obtaining the lowest price at
which such broker/dealer, or another, may be willing to do business, the
Investment Manager seeks the best value for the Fund on each trade that
circumstances in the market place permit, including the value inherent in
on-going relationships with quality brokers.

Currently, it is not possible to determine the extent to which
commissions that reflect an element of value for brokerage or research services
might exceed commissions that would be payable for execution alone, nor
generally can the value of such services to the Fund be measured, except to the
extent such services have a readily ascertainable market value. There is no
certainty that services so purchased, or the sale of fund shares, if any, will
be beneficial to the Fund, and it may be that other affiliated investment
companies will derive benefit therefrom. Such services being largely intangible,
no dollar amount can be attributed to benefits realized by the Fund or to
collateral benefits, if any, conferred on affiliated entities. These services
may include "brokerage and research services" as defined in Section 28(e)(3) of
the 1934 Act, which presently include (1) furnishing advice as to the value of
securities, the advisability of investing in, purchasing or selling securities
and the availability of securities or purchasers or sellers of securities, (2)
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and the performance of

<PAGE>

accounts, and (3) effecting securities transactions and performing functions
incidental thereto (such as clearance, settlement, and custody). Pursuant to
arrangements with certain broker/dealers, such broker/dealers provide and pay
for various computer hardware, software and services, market pricing
information, investment subscriptions and memberships, and other third party and
internal research of assistance to the Investment Manager in the performance of
its investment decision-making responsibilities for transactions effected by
such broker/dealers for the Fund. Commission "soft dollars" may be used only for
"brokerage and research services" provided directly or indirectly by the
broker/dealer and under no circumstances will cash payments be made by such
broker/dealers to the Investment Manager. To the extent that commission "soft
dollars" do not result in the provision of any "brokerage and research services"
by a broker/dealer to whom such commissions are paid, the commissions,
nevertheless, are the property of such broker/dealer. To the extent such
services are utilized by the Investment Manager for other than the performance
of its investment decision-making responsibilities, the Investment Manager makes
an appropriate allocation of the cost of such services according to their use.

Bull & Bear Securities, Inc. ("BBSI"), a wholly owned subsidiary of
Group and the Investment Manager's affiliate, provides discount brokerage
services to the public as an introducing broker clearing through an unaffiliated
firm on a fully disclosed basis. The Investment Manager is authorized by the
Board of Directors of the Fund to place Fund brokerage through BBSI at its
posted discount rates and indirectly through BBSI's clearing firm. The Fund will
not deal with BBSI in any transaction in which BBSI acts as principal. The
clearing firm will execute trades in accordance with the fully-disclosed
clearing agreement between BBSI and the clearing firm. BBSI will be financially
responsible to the clearing firm for all trades of the Fund until complete
payment has been received by the Fund or the clearing firm. BBSI will provide
order entry services or order entry facilities to the Investment Manager,
arrange for execution and clearing of portfolio transactions through executing
and clearing brokers, monitor trades and settlements and perform limited
back-office functions including the maintenance of all records required of it by
the NASD.

In order for BBSI to effect any portfolio transactions for the Fund, the
commissions, fees or other remuneration received by BBSI must be reasonable and
fair compared to the commissions, fees or other remuneration paid to other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time. The Fund's Board of Directors has adopted procedures in conformity with
Rule 17e-1 under the 1940 Act to ensure that all brokerage commissions paid to
BBSI are reasonable and fair. Although BBSI's posted discount rates may be lower
than those charged by full cost brokers, such rates may be higher than some
other discount brokers and certain brokers may be willing to do business at a
lower commission rate on certain trades. The Fund's Board of Directors has
determined that portfolio transactions may be executed through BBSI if, in the
judgement of the Investment Manager, the use of BBSI is likely to result in
price and execution at least as favorable as those of other qualified
broker/dealers and if, in particular transactions, BBSI charges the Fund a rate
consistent with that charged to comparable unaffiliated customers in similar
transactions. Brokerage transactions with BBSI are also subject to such
fiduciary standards as may be imposed by applicable law. The Investment
Manager's fees under its agreement with the Fund are not reduced by reason of
any brokerage commissions paid to BBSI.

During the fiscal years ended December 31, 1994, 1995, and 1996, the
Fund paid total brokerage commissions of $787,320, $883,910, and $446,414,
respectively. For the fiscal year ended December 31, 1996, $406,741 in brokerage
commissions was allocated to bro ker/dealers that provided research, analytical,
statistical, and other services to the Fund, including third party research,
market and comparative industry information, portfolio analysis services,
computerized market data and other services. No transactions were directed to
broker/dealers during such periods for selling shares of the Fund or any other
affiliated investment companies. During the Fund's fiscal years ended December
31, 1994, 1995, and 1996, the Fund paid $48,645, $43,269, and $39,674,
respectively, in brokerage commissions to BBSI, which represented 6.17%, 4.90%,
and 8.89%, respectively, of the total brokerage commissions paid by the Fund and
14.57%, 19.36%, and 19.27%, respectively, of the aggregate dollar amount of
transactions involving the payment of commissions.

<PAGE>

Investment decisions for the Fund and for the other Funds managed by the
Investment Manager or its affiliates are made independently based on each Fund's
investment objectives and policies. The same investment decision, however, may
occasionally be made for two or more Funds. In such a case, the Investment
Manager may combine orders for two or more Funds for a particular security if it
appears that a combined order would reduce brokerage commissions and/or result
in a more favorable transaction price. Combined purchase or sale orders are then
averaged as to price and allocated as to amount according to a formula deemed
equitable to each Fund. While in some cases this practice could have a
detrimental effect upon the price or quantity available of the security with
respect to the Fund, the Investment Manager believes that the larger volume of
combined orders can generally result in better execution and prices. The Fund is
not obligated to deal with any particular broker, dealer or group thereof.
Certain broker/dealers that the Fund or other affiliated investment companies do
business with may, from time to time, own more than 5% of the publicly traded
Class A non-voting Common Stock of Group, the parent of the Investment Manager,
and may provide clearing services to BBSI.

DISTRIBUTIONS AND TAXES

If the U.S. Postal Service cannot deliver a shareholder's check, or if a
shareholder's check remains uncashed for six months, the Fund reserves the right
to credit the shareholder's account with additional Fund shares at the then
current net asset value in lieu of the cash payment and to thereafter issue such
shareholder's distributions in additional Fund shares.

The Fund intends to continue to qualify for treatment as a regulated
investment company ("RIC") under the Internal Revenue Code of 1986, as amended
("Code"). To qualify for that treatment, the Fund must distribute to its
shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income, net short term
capital gain and net gains from certain foreign currency transactions)
("Distribution Requirement") and must meet several additional requirements.
Among these requirements are the following: (1) at least 90% of the Fund's gross
income each taxable year must be derived from dividends, interest, payments with
respect to securities loans, and gains from the sale or other disposition of
securities or foreign currencies, or other income (including gains from options,
futures, or forward contracts) derived with respect to its business of investing
in securities or those currencies ("Income Requirement"); (2) the Fund must
derive less than 30% of its gross income each taxable year from the sale or
other disposition of securities, or any of the following, that were held for
less than three months - options, futures, or forward contracts (other than
those on foreign currencies), or foreign currencies (or options, futures, or
forward contracts thereon) that are not directly related to the Fund's principal
business of investing in securities (or options and futures with respect
thereto) ("Short-Short Limita tion"); and (3) the Fund's investments must
satisfy certain diversification requirements. In any year during which the
applicable provisions of the Code are satisfied, the Fund will not be liable for
Federal income tax on net income and gains that are distributed to its
shareholders. If for any taxable year the Fund does not qualify for treatment as
a RIC, all of its taxable income would be taxed at corporate rates.

A portion of the dividends from the Fund's investment company taxable
income (whether paid in cash or in additional Fund shares) may be eligible for
the dividends-received deduction allowed to corporations. The eligible portion
may not exceed the aggregate dividends received by the Fund from U.S.
corporations. However, dividends received by a corporate shareholder and
deducted by it pursuant to the dividends-received deduction are subject
indirectly to the alternative minimum tax.

A loss on the sale of Fund shares that were held for six months or less
will be treated as a long term (rather than a short term) capital loss to the
extent the seller received any capital gain distributions attributable to those
shares.

Any dividend or other distribution will have the effect of reducing the
net asset value of the Fund's shares on the payment date by the amount thereof.
Furthermore, any such dividend or other distribution, although similar in effect
to a return of capital, will

<PAGE>

be subject to taxes. Dividends and other distributions may also be subject to
state and local taxes.

The Fund will be subject to a nondeductible 4% excise tax ("Excise Tax")
to the extent it fails to distribute by the end of any calendar year an amount
equal to the sum of (1) 98% of its ordinary income, (2) 98% of its capital gain
net income (determined on an October 31 fiscal year basis), plus (3) generally,
income and gain not distributed or subject to corporate tax in the prior
calendar year. The Fund intends to avoid imposition of the Excise Tax by making
adequate distributions.

Dividends and interest received by the Fund may be subject to income,
withholding, or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and many foreign countries do not impose taxes on capital gains in
respect of investments by foreign investors. If more than 50% of the value of
the Fund's total assets at the close of its taxable year consists of securities
of foreign corporations, the Fund will be eligible to, and may, file an election
with the Internal Revenue Service that would enable its shareholders, in effect,
to receive the benefit of the foreign tax credit with respect to any foreign and
U.S. possessions' income taxes paid by it. Pursuant to the election, the Fund
would treat those taxes as dividends paid to its shareholders and each
shareholder would be required to (1) include in gross income, and treat as paid
by the shareholder, the shareholder's proportionate share of those taxes, (2)
treat the shareholder's share of those taxes and of any dividend paid by the
Fund that represents income from foreign or U.S. possessions sources as the
shareholder's own income from those sources, and (3) either deduct the taxes
deemed paid by the shareholder in computing the shareholder's taxable income or,
alternatively, use the foregoing information in calculating the foreign tax
credit against the shareholder's Federal income tax. The Fund will report to its
shareholders shortly after each taxable year their respective shares of the
Fund's income from sources within, and taxes paid to, foreign countries and U.S.
possessions if it makes this election.

The Fund may invest in the stock of "passive foreign investment
companies" ("PFICs"). A PFIC is a foreign corporation that, in general, meets
either of the following tests: (1) at least 75% of its gross income is passive
or (2) an average of at least 50% of its assets produce, or are held for the
production of, passive income. Under certain circumstances, the Fund will be
subject to Federal income tax on a portion of any "excess distribution" received
on the stock of a PFIC or of any gain from disposition of the stock
(collectively "PFIC income"), plus interest thereon, even if the Fund
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Fund's taxable income and,
accordingly, will not be taxable to it to the extent that income is distributed
to its shareholders. If the Fund invests in a PFIC and elects to treat the PFIC
as a "qualified electing fund", then in lieu of the foregoing tax and interest
obligation, the Fund would be required to include in income each year its pro
rata share of the qualified electing fund's annual ordinary earnings and net
capital gain (the excess of net long term capital gain over net short term
capital loss) even if they are not distributed to the Fund; those amounts likely
would have to be distributed to satisfy the Distribution Requirement and avoid
imposition of the Excise Tax. In most instances it will be very difficult, if
not impossible, to make this election because of certain requirements thereof.

Pursuant to proposed regulations, open-end RICs, such as the Fund, would
be entitled to elect to "mark-to-market" their stock in certain PFICs.
"Marking-to-market," in this context, means recognizing as gain for each taxable
year the excess, as of the end of that year, of the fair market value of each
such PFIC's stock over the adjusted basis in that stock (including
mark-to-market gain for each prior year for which an election was in effect).

Options, Futures, and Forward Contracts. The Fund's use of hedging
strategies, such as selling (writing) and purchasing options and futures
contracts and entering into forward contracts, involves complex rules that will
determine for income tax purposes the timing of recognition and character of the
gains and losses the Fund realizes in connection therewith. Gains from the
disposition of foreign currencies (except certain gains that may

<PAGE>

be excluded by future regulations), and gains from options, futures, and forward
contracts derived by the Fund with respect to its business of investing in
securities or foreign currencies, will qualify as permissible income under the
Income Requirement. However, income from the disposition of options, futures and
forward contracts (other than those on foreign currencies) will be subject to
the Short-Short Limitation if they are held for less than three months. Income
from the disposition of foreign currencies, and options, futures and forward
contracts on foreign currencies also will be subject to the Short-Short
Limitation if they are held for less than three months and are not directly
related to the Fund's principal business of investing in securities (or options
and futures with respect thereto).

If the Fund satisfies certain requirements, any increase in value of a
position that is part of a "designated hedge" will be offset by any decrease in
value (whether realized or not) of the offsetting hedging position during the
period of the hedge for purposes of determining whether the Fund satisfies the
Short-Short Limitation. Thus, only the net gain (if any) from the designated
hedge will be included in gross income for purposes of that limitation. The Fund
will consider whether it should seek to qualify for this treatment for its
hedging transactions. To the extent the Fund does not so qualify, it may be
forced to defer the closing out of certain options, futures, forward contracts
and foreign currency positions beyond the time when it otherwise would be
advantageous to do so, in order for the Fund to continue to qualify as a RIC.

The foregoing discussion of Federal tax consequences is based on the tax
law in effect on the date of this Statement of Additional Information, which is
subject to change by legislative, judicial, or administrative action. The Fund
may be subject to state or local tax in jurisdictions in which it may be deemed
to be doing business.

REPORTS TO SHAREHOLDERS

The Fund issues, at least semi-annually, reports to its shareholders
including a list of investments held and statements of assets and liabilities,
operations, and changes in net assets of the Fund. The Fund's fiscal year ends
on December 31.

CUSTODIAN AND TRANSFER AGENT

Investors Bank & Trust Company, 89 South Street, Boston, MA 02109, has
been retained to act as Custodian of the Fund's investments and may appoint one
or more subcustodians. The Custodian also performs accounting services for the
Fund. As part of its agreement with the Fund, the Custodian may apply credits or
charges for its services to the Fund for, respectively, positive or deficit cash
balances maintained by the Fund with the Custodian. DST Systems, Inc., Box
419789, Kansas City, MO 64141-6789, acts as the Fund's Transfer and Dividend
Disbursing Agent. The Distributor provides certain shareholder administration
services to the Fund and is reimbursed by the Fund the actual costs incurred
with respect thereto. For shareholder services, the Fund reimbursed the
Distributor approximately $153,664, $125,256, and $61,675 for the fiscal years
ended December 31, 1994, 1995, and 1996, respectively.

AUDITORS

Tait, Weller & Baker, Two Penn Center Plaza, Suite 700, Philadelphia, PA
19102-1707, are the Fund's independent accountants. The Fund's financial
statements are audited annually.

FINANCIAL STATEMENTS

The Fund's Financial Statements for the fiscal year ended December 31,
1996, together with the Report of the Fund's independent accountants thereon,
appear in the Fund's Annual Report to Shareholders and are incorporated herein
by reference.

<PAGE>

APPENDIX -- DESCRIPTIONS OF BOND RATINGS

Moody's Investors Service, Inc.'s Corporate Bond Ratings

Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as "gilt edged". Interest payments are protected by a large or
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.

Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make
the long term risk appear somewhat larger than the Aaa securities.

A Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium grade obligations. Factors
giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to
impairment some time in the future.

Baa Bonds which are rated Baa are considered as medium grade obligations
(i.e., they are neither highly protected nor poorly secured).
Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
specula tive characteristics as well.

Ba Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the
protection of interest and principal payments may be very moderate,
and thereby not well safeguarded during both good and bad times over
the future. Uncertainty of position characterizes bonds in this
class.

B Bonds which are rated B generally lack characteristics of the
desirable invest ment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long
period of time may be small.

Caa Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect
to principal or interest.

Ca Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other
marked shortcomings.

Standard & Poor's Ratings Group Corporate Bond Ratings

AAA An obligation rated AAA has the highest rating assigned by Standard
& Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.

AA An obligation rated AA differs from the highest rated obligations
only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher rated categories. However, the obligor's
capacity to meet its financial commitments on the obligation is
still strong.

<PAGE>

BBB An obligation rated BBB exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet
its financial commitment on the obligation.

BB An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions
which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.

B An obligation rated B is more vulnerable to nonpayment than an
obligation rated BB, but the obligor currently has the capacity to
meet its financial commitment on the obligation. Adverse business,
financial, or economic conditions will likely impair the obligor's
capacity or willingness to meet its financial commitment on the
obligation.

CCC An obligation rated CCC is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the
obligation. In the event of adverse business, financial, or economic
conditions, the obligor is not likely to have the capacity to meet
its financial commitment on the obligation.

CC An obligation rated CC is currently highly vulnerable to nonpayment.

CCC The C rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but
payments on the obligation are being continued.

<PAGE>

BULL & BEAR SPECIAL EQUITIES FUND, INC.

Part C. Other Information

Item 24. Financial Statements and Exhibits

(a) Financial Statements to be included in Part A of this Registration
Statement:

Financial Highlights

Financial Statements to be included in Part B of this Registration
Statement:

The financial statements contained in the Fund's Annual Report to
Shareholders for the fiscal year ended December 31, 1996 are
incorporated into Part B by reference, except that the letter to
shareholders and other information contained on pages one and two
of said Annual Report is not so incorporated by reference and is
not part of this Registration Statement.

b) Exhibits
(1) Articles of Incorporation. Incorporated herein by reference to
corresponding Exhibit of the initial Registration Statement, SEC
File No. 33-2847, filed January 22, 1986.
(2) By-Laws
(3) Voting trust agreement -- none
(4) Specimen security. Incorporated herein by reference to corresponding
Exhibit of Post-Effective Amendment No. 15, SEC File No. 33-2847,
filed April 21, 1995.
(5) Investment advisory contract; Transfer agreement and consent.
Incorporated herein by reference to corresponding Exhibit of Post-
Effective Amendment No. 11, SEC File No. 33-2847, filed March 2,
1993.
(6) Underwriting agreement
(7) Bonus, profit sharing or pension plans -- none
(8) (a) Custodian Agreement. Incorporated herein by reference to
corresponding Exhibit of Pre-Effective Amendment No. 1 to the
Registration Statement, SEC File No. 33-2847, filed March 17,
1986.; amendment. Incorporated herein by reference to
corresponding Exhibit of Post-Effective Amendment No. 12, SEC
File No. 33-2847, filed April 30, 1993.
(b) Depository Agreements. Incorporated herein by reference to
corresponding Exhibit of Post-Effective Amendment No. 12, SEC
File No. 33-2847, filed April 30, 1993.
(c) Service and Agency Agreement (filed herewith)
(d) Custodial Account and IRA Disclosure Statement. Incorporated
herein by reference to corresponding Exhibit of Post-Effective
Amendment No. 15, SEC File No. 33-2847, filed April 21, 1995.
(e) IRA Agreement. Incorporated herein by reference to
corresponding Exhibit of Post-Effective Amendment No. 15, SEC
File No. 33-2847, filed April 21, 1995.
(9) (a) Transfer Agency Agreement. Incorporated herein by reference to
corresponding Exhibit of Post-Effective Amendment No. 15, SEC
File No. 33-2847, filed April 21, 1995.

<PAGE>

(b) Transfer Agency Assignment Agreement. Incorporated herein by
reference to corresponding Exhibit of Post-Effective Amendment
No. 15, SEC File No. 33-2847, filed April 21, 1995.
(c) Shareholder services agreement. Incorporated herein by
reference to corresponding Exhibit of Post-Effective Amendment
No. 11, SEC File No. 33-2847, filed March 2, 1993.
(d) Agency Agreement. Incorporated herein by reference to
corresponding Exhibit of Post-Effective Amendment No. 15, SEC
File No. 33-2847, filed April 21, 1995.
(e) Credit Agreement. Incorporated by reference to the
corresponding exhibit of Post-Effective Amendment No. 16 to
the Registration Statement, SEC File No. 33-2847, filed April
30, 1996.
(10) (a) Opinion of counsel. Incorporated herein by reference to
corresponding Exhibit of the initial Registration Statement,
SEC File No. 33-2847, filed January 22, 1986.
(b) Opinion of counsel pursuant to Section 24 (e) (1)
(11) Other opinions, appraisals, rulings and consents -Accountants'
consent
(12) Financial statements omitted from Item 23 -- not applicable
(13) Agreement for providing initial capital. Incorporated herein by
reference to corresponding Exhibit of Pre-Effective Amendment No. 1
to the Registration Statement, SEC File No. 33-2847, filed March 17,
1986.
(14) Prototype retirement plans. Incorporated herein by reference to
corresponding Exhibit of Post-Effective Amendment No. 15, SEC File
No. 33-2847, filed April 21, 1995.
(a) Standardized Profit Sharing Adoption Agreement
(b) Defined Contribution Basic Plan Document
(c) Standardized Money Purchase Adoption Agreement
(d) Simplified Profit Sharing Adoption Agreement
(e) Simplified Money Purchase Adoption Agreement
(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. 12, SEC
File No. 33-2847, filed April 30, 1993.
(c) Broker Services Agreements. Incorporated herein by reference
to corresponding Exhibit of Post-Effective Amendment No. 11,
SEC File No. 33-2847, filed March 2, 1993.
(16) Schedule for computation of performance quotations. Incorporated
herein by reference to corresponding Exhibit of Post-Effective
Amendment No. 11, SEC File No. 33-2847, filed March 2, 1993.
(17) Financial Data Schedule (filed herewith).
(18) Plan pursuant to Rule 18f-3 -- not applicable.

Item 25. Persons Controlled by or under Common Control with Registrant

Not applicable.

Item 26. Number of Holders of Securities

<PAGE>

Number of Record Holders
Title of Class (as of February 21, 1997)
Shares of Common Stock,
$0.01 par value 7,488

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.

Registrant's amended and restated Articles of Incorporation: (1)
provide that, to the maximum extent permitted by applicable law, a director or
officer will not be liable to the Registrant or its stockholders for monetary
damages; (2) require the Registrant to indemnify and advance expense as provided
in the By-laws to its present and past directors, officers, employees and
agents, and persons who are serving or have served at the request of the
Registrant in similar capacities for other entities in advance of final
disposition of any action against that person to the extent permitted by
Maryland law and the 1940 Act; (3) allow the corporation to purchase insurance
for any present or past director, officer, employee, or agent; and (4) require
that any repeal or modification of the amended and restated Articles of
Incorporation by the shareholders, or adoption or modification of any provision
of the Articles of Incorporation inconsistent with the indemnification
provisions, be prospective only to the extent such repeal or modification would,
if applied retrospectively, adversely affect any limitation on the liability of
or indemnification available to any person covered by the indemnification
provisions of the amended and restated Articles of Incorporation.

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 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.

Registrant's amended Investment Management Agreement between the
Registrant and Bull & Bear Advisers, Inc. ("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 the
matters to which the Investment Management Agreement relates. 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

<PAGE>

performance of its duties or by reason of its reckless disregard of its
obligations and duties under the Investment Management Agreement.

Section 9 of the Distribution Agreement between the Registrant and
Investor Service Center, Inc. ("Service Center") provides that the Registrant
will indemnify Service Center and its officers, directors and controlling
persons against all liabilities arising from any alleged untrue statement of
material fact in the Registration Statement or from any alleged omission to
state in the Registration Statement a material fact required to be stated in it
or necessary to make the statements in it, in light of the circumstances under
which they were made, not misleading, except insofar as liability arises from
untrue statements or omissions made in reliance upon and in conformity with
information furnished by Service Center to the Registrant for use in the
Registration Statement; and provided that this indemnity agreement shall not
protect any such persons against liabilities arising by reason of their bad
faith, gross negligence or willful misfeasance; and shall not inure to the
benefit of any such persons unless a court of competent jurisdiction or
controlling precedent determines that such result is not against public policy
as expressed in the Securities Act of 1933. Section 9 of the Distribution
Agreement also provides that Service Center agrees to indemnify, defend and hold
the Registrant, its officers and Directors free and harmless of any claims
arising out of any alleged untrue statement or any alleged omission of material
fact contained in information furnished by Service Center for use in the
Registration Statement or arising out of any agreement between Service Center
and any retail dealer, or arising out of supplementary literature or advertising
used by Service Center in connection with the Distribution Agreement.

The Registrant undertakes to carry out all indemnification
provisions of its Articles of Incorporation and By-Laws and the above-described
Investment Management Agreement 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 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 Bull & Bear Advisers, Inc., the
Investment Manager, are also directors and officers of the other Funds managed
by the Investment Manager, a wholly-owned subsidiary of Bull & Bear Group, Inc.
(the "Funds"). In addition, such officers are officers and directors of Bull &
Bear

<PAGE>

Group, Inc. and its other subsidiaries; Investor Service Center, Inc., the
distributor of the Bull & Bear Funds and a registered broker/dealer, Midas
Management Corporation and Rockwood Advisers, Inc., registered investment
advisers, and Bull & Bear Securities, Inc., a discount brokerage firm. The
principal business of both companies since their founding has been to serve as
investment manager to registered investment companies. The Investment Manager
also serves as investment manager of Bull & Bear Dollar Reserves, a series of
Bull & Bear Funds II, Inc.; Bull & Bear Global Income Fund, Inc.; Bull & Bear
U.S. Government Securities Fund, Inc.; Bull & Bear Municipal Income Fund, Inc.;
Bull & Bear Gold Investors Ltd. and Bull & Bear Special Equities Fund, Inc.
Rockwood Advisers, Inc. serves as investment adviser to Rockwood Fund, Inc.

Item 29. Principal Underwriters

a) In addition to the Registrant, Investor Service Center, Inc. serves as
principal underwriter of Bull & Bear Gold Investors Ltd., Bull & Bear Funds II,
Inc., Bull & Bear Funds I, Inc., Midas Fund, Inc., and Rockwood Fund, Inc.

b) Service Center will serve as the Registrant's principal underwriter with
respect to Bull & Bear Special Equities Fund, Inc. The directors and officers of
Service Center, their principal business addresses, their positions and offices
with Service Center and their positions and offices with the Registrant (if any)
are set forth below.

Name and Principal Position and Offices with Position and Offices
Business Address Investor Service 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 Chief Co-President and Chief
11 Hanover Square 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 Secretary Vice President and
11 Hanover Square Secretary
New York, NY 10005

Kathleen B. Fliegauf Vice President and Assistant None
11 Hanover Square Secretary
New York, NY 10005

Irene K. Kawczynski Vice President None
11 Hanover Square
New York, NY 10005

<PAGE>

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
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 02111 (the offices of Registrant's
custodian) and at DST Systems, Inc., P.O. Box 419789, Kansas City, MO 64141-6789
(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.

Item 31. Management Services -- none

Item 32. Undertakings -- The Registrant hereby undertakes to furnish
each person to whom a prospectus is delivered with a copy of the
Registrant's annual report to shareholders upon request and without
charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant 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 27th day of
February, 1997.

BULL & BEAR SPECIAL EQUITIES 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 27, 1997
Mark C. Winmill Executive Officer

Thomas B. Winmill Co-President and Co-Chief February 27, 1997
Thomas B. Winmill Executive Officer

Bassett S. Winmill Director, Chairman of the February 27, 1997
Bassett S. Winmill Board of Directors

Joseph Leung Treasurer, Principal February 27, 1997
Joseph Leung Accounting Officer

Robert D. Anderson Director February 27, 1997
Robert D. Anderson

Bruce B. Huber Director February 27, 1997
Bruce B. Huber

James E. Hunt Director February 27, 1997
James E. Hunt

Frederick A. Parker, Jr. Director February 27, 1997
Frederick A. Parker, Jr.

John B. Russell Director February 27, 1997
John B. Russell

<PAGE>

EXHIBIT INDEX

EXHIBIT

(17) Financial Data Schedule

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from Annual
Report and is qualified in its entirety by reference to such financial
statements.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-01-1996
<PERIOD-END> Dec-31-1996
<INVESTMENTS-AT-COST> 55,853,434
<INVESTMENTS-AT-VALUE> 59,165,969
<RECEIVABLES> 198,569
<ASSETS-OTHER> 4,822
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 59,369,360
<PAYABLE-FOR-SECURITIES> 150,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,379,441
<TOTAL-LIABILITIES> 9,529,441
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 46,567,861
<SHARES-COMMON-STOCK> 2,171,070
<SHARES-COMMON-PRIOR> 2,216,430
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (40,477)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,312,535
<NET-ASSETS> 49,839,919
<DIVIDEND-INCOME> 47,767
<INTEREST-INCOME> 13,146
<OTHER-INCOME> 0
<EXPENSES-NET> 1,599,968
<NET-INVESTMENT-INCOME> (1,539,055)
<REALIZED-GAINS-CURRENT> 6,803,639
<APPREC-INCREASE-CURRENT> (4,862,889)
<NET-CHANGE-FROM-OPS> 401,695
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 5,342,284
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 654,667
<NUMBER-OF-SHARES-REDEEMED> (826,992)
<SHARES-REINVESTED> 216,965
<NET-CHANGE-IN-ASSETS> (6,499,632)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (33,120)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 461,244
<INTEREST-EXPENSE> 255,872
<GROSS-EXPENSE> 1,599,968
<AVERAGE-NET-ASSETS> 54,832,529
<PER-SHARE-NAV-BEGIN> 25.42
<PER-SHARE-NII> (0.73)
<PER-SHARE-GAIN-APPREC> .99
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 2.72
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 22.96
<EXPENSE-RATIO> 2.45
<AVG-DEBT-OUTSTANDING> 3,633,850
<AVG-DEBT-PER-SHARE> 1.73

</TABLE>