SPECIAL MEETING OF SHAREHOLDERS
Published on August 29, 1997
BULL & BEAR GLOBAL INCOME FUND
A Special Meeting of Shareholders ("Special Meeting") of Bull & Bear Global
Income Fund, a series of Bull & Bear Funds II, Inc. ("Prior Fund") was held on
January 22, 1997 pursuant to notice given to all shareholders of record at the
close of business on December 13, 1996. At the Special Meeting, shareholders
approved a proposal to convert Prior Fund from a diversified series of a
registered open-end management investment company to a registered closed-end
management investment company with 1,538,959 shares voting in favor of the
conversion, 495,212 shares voting against the conversion, and 177,794 shares
abstaining.