February 21, 1996
BULL & BEAR QUALITY GROWTH FUND
SUPPLEMENT TO PROSPECTUS
DATED MAY 1, 1995
ON FEBRUARY 15, 1996, THE BOARD OF DIRECTORS AP ROVED AN AGREEMENT AND PLAN OF
REORGANIZATION AND TERMINATION (THE "REORGANIZATION AGREEMENT"), UNDER WHICH
BULL & BEAR QUALITY GROWTH FUND ("QUALITY GROWTH") WOULD BE REORGANIZED INTO
BULL & BEAR U.S. AND OVERSEAS FUND ("OVERSEAS"). THE OBJECTIVE OF OVERSEAS IS TO
SEEK TO OBTAIN THE HIGHEST POSSIBLE TOTAL RETURN ON ITS ASSETS FROM LONG TERM
GROWTH OF CAPITAL AND FROM INCOME PRINCIPALLY THROUGH A PORTFOLIO OF SECURITIES
OF U.S. AND OVERSEAS ISSUERS. THERE IS NO LIMITATION ON THE PERCENT OR AMOUNT OF
OVERSEAS' ASSETS WHICH MAY BE INVESTED FOR GROWTH OF CAPITAL OR INCOME, AND AT
ANY TIME THE INVESTMENT EMPHASIS MAY BE PLACED SOLELY OR PRIMARILY ON GROWTH OF
CAPITAL OR SOLELY OR PRIMARILY ON INCOME. THE REORGANIZATION AGREEMENT PROVIDES
FOR THE RECEIPT BY QUALITY GROWTH SHAREHOLDERS OF SHARES OF OVERSEAS IN EXCHANGE
FOR AND EQUAL IN VALUE TO THEIR QUALITY GROWTH SHARES. THIS WOULD BE
ACCOMPLISHED BY OVERSEAS' ACQUIRING THE ASSETS OF QUALITY GROWTH IN EXCHANGE FOR
SHARES OF OVERSEAS AND THE ASSUMPTION BY OVERSEAS OF QUALITY GROWTH'S
LIABILITIES. SHARES OF OVERSEAS WOULD THEN BE DISTRIBUTED PRO RATA TO
SHAREHOLDERS OF QUALITY GROWTH. THE REORGANIZATION WILL NOT BE IMPLEMENTED
UNLESS APPROVED BY QUALITY GROWTH SHAREHOLDERS. PROXY MATERIALS DESCRIBING THE
REORGANIZATION MORE FULLY WILL BE AVAILABLE WITHOUT CHARGE WHEN THEY ARE MAILED
TO SHAREHOLDERS BY CALLING INVESTOR SERVICE CENTER, 1-800-847-4200.
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