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PRUDENT BEAR FUNDS INC c/o US Bancorp Fund Services/LLC · N-CSR · For 9/30/06

Filed On 12/6/06 4:34pm ET   ·   SEC File 811-09120   ·   Accession Number 898531-6-360

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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

12/06/06  PRUDENT BEAR FUNDS INC...Svcs/LLC N-CSR       9/30/06    4:67                                     Dixon Mrd & Co/FA

Certified Annual Shareholder Report of a Management Investment Company   ·   Form N-CSR
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSR       Certified Annual Shareholder Report of a              60±   258K 
                          Management Investment Company                          
 2: EX-99.CODE ETH  Miscellaneous Exhibit                              3±    13K 
 3: EX-99.CERT  Miscellaneous Exhibit                                  3±    11K 
 4: EX-99.906 CERT  Miscellaneous Exhibit                              1      5K 


N-CSR   ·   Certified Annual Shareholder Report of a Management Investment Company
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
"Item 1. Report to Stockholders
"Item 2. Code of Ethics
"Item 3. Audit Committee Financial Expert
"Item 4. Principal Accountant Fees and Services
"Item 5. Audit Committee of Listed Registrants
"Item 6. Schedule of Investments
"Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
"Item 8. Portfolio Managers of Closed-End Management Investment Companies
"Item 9. Purchases of Equity Securities by Closed-End Management Investment
"Item 10. Submission of Matters to A Vote of Security Holders
"Item 11. Controls and Procedures
"Item 12. Exhibits


UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES 

Investment Company Act file number 811-09120
                                   ---------

PRUDENT BEAR FUNDS, INC.
------------------------
(Exact name of registrant as specified in charter)

8140 WALNUT HILL LANE 
SUITE 300 
DALLAS, TX  75231 
----------------- 
(Address of principal executive offices) (Zip code) 

DAVID W. TICE 
DAVID W. TICE & ASSOCIATES, LLC 
43-46 NORRE GADE, SUITE 137 
CHARLOTTE AMALIE, ST. THOMAS, U.S. VIRGIN ISLANDS  00802
--------------------------------------------------------
(Name and address of agent for service) 

1-800-711-1848
--------------
Registrant's telephone number, including area code

Date of fiscal year end: SEPTEMBER 30, 2006                                     
------------------            

Date of reporting period:  SEPTEMBER 30, 2006                                   
------------------        

ITEM 1. REPORT TO STOCKHOLDERS.                                                 
------------------------------                                                  

ANNUAL REPORT                                                SEPTEMBER 30, 2006 

PRUDENT BEAR FUND 
NO LOAD SHARES
CLASS C SHARES

PRUDENT GLOBAL INCOME FUND

PRUDENT BEAR
FUNDS, INC. 

PRUDENT BEAR FUND                                                               
NO LOAD SHARES                                                                  

Prudent Bear Fund -                             
Date         No Load Shares         S&P 500       NASDAQ Composite  
----      -------------------       -------       ----------------  
9/30/96          $10,000             $10,000            $10,000       
9/30/97           $8,356             $14,045            $13,739       
9/30/98           $8,662             $15,315            $13,806       
9/30/99           $5,529             $19,573            $22,383       
9/30/2000           $5,001             $22,174            $29,935         
9/30/2001           $8,441             $16,271            $12,216         
9/30/2002          $11,435             $12,938             $9,553         
9/30/2003           $9,997             $16,094            $14,564         
9/30/2004           $8,794             $18,326            $15,460         
9/30/2005           $8,425             $20,572            $17,537         
9/30/2006           $9,091             $22,792            $18,407         

For the period ended September 30, 2006 

                                                                [Download Table]
                                                         Annualized             
                                            ------------------------------------
                                     One    Five           Ten           Since  
                                     Year   Year           Year        Inception
                                     ----   ----           ----        ---------
                                                                                
Prudent Bear Fund - No Load Shares   7.92%  1.50%         (0.95)%        (1.97)%
S&P 500 Index(1)<F1>                10.79%  6.97%          8.59%          9.27% 
NASDAQ Composite Index(2)<F2>        4.96%  8.55%          6.29%          7.45% 

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE   
FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL 
FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE   
PERFORMANCE QUOTED. PERFORMANCE DATA FOR THE MOST RECENT MONTH-END MAY BE       
OBTAINED BY VISITING WWW.PRUDENTBEAR.COM. PERFORMANCE DATA SHOWN DOES NOT       
REFLECT THE 1.00% REDEMPTION FEE IMPOSED ON SHARES HELD LESS THAN 30 DAYS. IF IT
DID, TOTAL RETURNS WOULD BE REDUCED.                                            

(1)<F1>   The Standard & Poor's 500 (S&P 500) Index is a capital-weighted index,
       representing the aggregate market value of the common equity of 500
      stocks primarily traded on the New York Stock Exchange.  It is not
possible to invest directly in an index.                    
(2)<F2>   The NASDAQ Composite Index is a broad-based capitalization-weighted   
        index of all NASDAQ stocks. It is not possible to invest directly in
an index.                                                   

This chart assumes an initial gross investment of $10,000 made on 9/30/96.      
Returns shown for the Prudent Bear Fund - No Load Shares and the S&P 500 Index  
include the reinvestment of all dividends.  Returns shown for the NASDAQ        
Composite Index do not include the reinvestments of dividends. The graph and the
table do not reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares.                                 

PRUDENT BEAR FUND                                                               
CLASS C SHARES                                                                  

Prudent Bear Fund -                           
     Date         Class C Shares       S&P 500 Index    NASDAQ Composite Index
     ----       -------------------    -------------    ----------------------
2/8/99          $10,000             $10,000             $10,000   
3/31/99           $9,331             $10,363             $10,235    
9/30/99           $9,393             $10,401             $11,419    
3/31/2000           $7,858             $12,222             $19,014      
9/30/2000           $8,423             $11,782             $15,272      
3/31/2001          $11,905              $9,573              $7,652      
9/30/2001          $14,101              $8,646              $6,232      
3/31/2002          $11,947              $9,596              $7,673      
9/30/2002          $18,920              $6,875              $4,874      
3/31/2003          $17,379              $7,220              $5,577      
9/30/2003          $16,420              $8,552              $7,430      
3/31/2004          $15,157              $9,755              $8,292      
9/30/2004          $14,332              $9,738              $7,887      
3/31/2005          $13,790             $10,408              $8,313      
9/30/2005          $13,636             $10,931              $8,947      
3/31/2006          $14,142             $11,629              $9,729      
9/30/2006          $14,609             $12,111              $9,391      

For the period ended September 30, 2006 

                                                        Annualized
                                                        ------------------
                                           One        Five       Since
                                             Year       Year     Inception
                                             ----       ----     ---------
Prudent Bear Fund - Class C Shares           7.14%      0.71%       5.09% 
S&P 500 Index(1)<F3>                        10.79%      6.97%       2.54% 
NASDAQ Composite Index(2)<F4>                4.96%      8.55%      (0.82)%

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE   
FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL 
FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE   
PERFORMANCE QUOTED. PERFORMANCE DATA FOR THE MOST RECENT MONTH-END MAY BE       
OBTAINED BY VISITING WWW.PRUDENTBEAR.COM. PERFORMANCE DATA SHOWN DOES NOT       
REFLECT THE 1.00% REDEMPTION FEE IMPOSED ON SHARES HELD LESS THAN 30 DAYS. IF IT
DID, TOTAL RETURNS WOULD BE REDUCED.                                            

(1)<F3>   The Standard & Poor's 500 (S&P 500) Index is a capital-weighted index,
       representing the aggregate market value of the common equity of 500
      stocks primarily traded on the New York Stock Exchange.  It is not
possible to invest directly in an index.                    
(2)<F4>   The NASDAQ Composite Index is a broad-based capitalization-weighted   
        index of all NASDAQ stocks. It is not possible to invest directly in
an index.                                                   

This chart assumes an initial gross investment of $10,000 made on 2/08/99       
(commencement of operations for the Class C Shares). Returns shown for the      
Prudent Bear Fund - Class C Shares and the S&P 500 Index include the            
reinvestment of all dividends. Returns shown for the NASDAQ Composite Index do  
not include the reinvestments of dividends. The graph and the table do not      
reflect the deduction of taxes that a shareholder would pay on fund             
distributions or the redemption of fund shares.                                 

PRUDENT GLOBAL INCOME FUND                                                      

                 Merrill Lynch
                                          Pan-Europe    Merrill Lynch Global
        Prudent Global   Citigroup     Government      Government Bond
Date      Income Fund    Europe WGBI  1-3 Year Index       Index II     
  ----     --------------  -----------  --------------  --------------------
2/2/2000      $10,000        $10,000        $10,000           $10,000       
3/31/2000       $9,878        $10,058         $9,934           $10,282        
9/30/2000       $9,340         $9,457         $9,326           $10,036        
3/31/2001       $9,016         $9,919         $9,672           $10,203        
9/30/2001       $9,578        $10,499        $10,295           $10,765        
3/31/2002      $10,354        $10,112         $9,970           $10,288        
9/30/2002      $11,736        $12,352        $11,761           $11,927        
3/31/2003      $12,579        $14,008        $13,261           $12,870        
9/30/2003      $13,618        $15,248        $14,395           $13,600        
3/31/2004      $14,298        $16,553        $15,494           $14,551        
9/30/2004      $14,183        $16,987        $15,783           $14,534        
3/31/2005      $14,523        $18,499        $16,784           $15,336        
9/30/2005      $14,263        $17,933        $15,834           $14,968        
3/31/2006      $14,918        $17,644        $15,865           $14,657        
9/30/2006      $15,329        $18,892        $16,870           $15,349        

For the period ended September 30, 2006 

                                                        Annualized
                                                        --------------------
                                          One         Five         Since
                                           Year         Year       Inception
                                           ----         ----       ---------
Prudent Global Income Fund                7.47%        9.86%        6.62% 
Citigroup Europe WGBI(1)<F5>              5.35%       12.47%       10.02% 
Merrill Lynch Global                                                      
 Government Bond Index II(2)<F6>         2.55%        7.35%        6.64%
Merrill Lynch Pan-Europe                                                  
 Government 1-3 Year Index(3)<F7>        6.54%       10.39%        8.17%

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE   
FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL 
FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE   
PERFORMANCE QUOTED. PERFORMANCE DATA FOR THE MOST RECENT MONTH-END MAY BE       
OBTAINED BY VISITING WWW.PRUDENTBEAR.COM. PERFORMANCE DATA SHOWN DOES NOT       
REFLECT THE 1.00% REDEMPTION FEE IMPOSED ON SHARES HELD LESS THAN 30 DAYS. IF IT
DID, TOTAL RETURNS WOULD BE REDUCED.                                            

(1)<F5>   The Citigroup Europe World Government Bond Index (WGBI) consists of   
those fifteen sectors of the Citigroup Europe WGBI that are 
       geographically located in Europe, namely Austria, Belgium, Denmark,
      Finland, France, Greece, Germany, Ireland, Italy, the Netherlands,
       Portugal, Spain, Sweden, Switzerland and the United Kingdom.  It is
not possible to invest directly in an index.                
(2)<F6>   The Merrill Lynch Global Government Bond Index II tracks the          
     performance of public debt of investment grade sovereign issuers,
        issued and denominated in their own domestic market and currency. It
         is a market value-weighted measure of these bonds. It is not possible
to invest directly in an index.                             
(3)<F7>   The Merrill Lynch Pan-Europe Government 1-3 Year Index tracks the     
          total return performance of the outstanding debt of European sovereign
      issuers.  It is a market capitalization-weighted basket comprising
      Euro participant, Denmark, Sweden, Switzerland, and U.K. sovereign
        bonds issued in their respective domestic markets and denominated in
         their local currency.  This index is further segmented by debt issues
         maturing from 1-3 years.  It is not possible to invest directly in an
index.                                                      

This chart assumes an initial gross investment of $10,000 made on 2/02/00       
(commencement of operations). Returns shown include the reinvestment of all     
dividends. The graph and the table do not reflect the deduction of taxes that a 
shareholder would pay on fund distributions or the redemption of fund shares.   

                                                                November 1, 2006

Dear fellow shareholders:                                                       

The Prudent Bear Fund no-load shares returned 7.92% for the fiscal year ending  
September 30, 2006, while the S&P 500 returned 10.79% and the NASDAQ Composite  
Index provided a total return of 5.84%. All returns include reinvestment of     
dividends.                                                                      

Although our risk control measures benefited the fund's performance relative to 
the general stock market, the ability to generate a positive return over the    
period in a rising market was due, in large part, to strong performance from    
precious metals mining companies. Even though they retreated sharply from their 
highs set in May, major gold stock indices produced returns of 20% or more over 
the 12 months.                                                                  

The Prudent Global Income Fund returned 7.47% for the 12-month period as the    
dollar index ended the period about 4% lower. (The dollar index compares the    
U.S. dollar to a basket of currencies of our major trading partners.) The fund  
benefited from the dollar's weakening as well as from strong performance from   
its allocation to gold stocks. Shareholders also benefited from coupon income   
generated from U.S. and foreign bond holdings. Despite rising interest rates    
around the globe, bonds in the U.S. continue to boast higher yields than those  
of most other industrialized countries.                                         

ECONOMY, ONCE TOO HOT, NOW PERCEIVED AS 'JUST RIGHT'                            

It has been another extraordinary six months, notable for a highly unsettled    
financial backdrop buffeted by dramatic swings in both market performance and   
perceptions.  Admittedly, the U.S. stock market has been much stronger than we  
had anticipated.  The Dow has recently traded to a string of all-time highs, and
many major indices - including the small- and medium-caps - are not far off     
records posted earlier in the year.  Bank stocks have advanced about 10% so far 
this year, trading to new highs, and the broker/dealers have sprinted to upwards
of 20% year-to-date gains.  Many stocks and groups, previously under pressure   
from the prospect of rising interest rates, surging energy prices, and economic 
retrenchment, have rallied sharply as sentiment has swung back to the too loudly
trumpeted "goldilocks" scenario.                                                

A rapidly weakening housing market, to this point, has been perceived by the    
stock and bond markets as a net positive.  The slowdown has at least temporarily
restrained GDP growth, while market sentiment has shifted to the view that      
current heightened inflationary pressures will prove fleeting.  Expectations now
have the Federal Reserve commencing a loosening cycle early next year.  This    
prospect has enlivened bullish notions of perpetual economic expansion, robust  
corporate profits, and low interest rates.  Conventional market analysts have   
been quick to ratchet up expectations for future stock market gains.  In a      
replay of familiar bubble dynamics, liquidity overabundance begets exuberance   
that incites only greater financial excess.                                     

Examining the landscape, we are anything but dissuaded from our dire credit     
bubble thesis.  In fact, there is today ample evidence of the type of           
instability and volatility - especially with regard to perceptions and market   
prices - that are hallmarks of a boom's capricious finale.  And this is the most
unsound boom imaginable, fueled by a degree of credit and speculative excess    
that even our careful reading of financial history had left us less than fully  
prepared to fathom.                                                             

Disconcertingly, the economy's recent downshift has only incited a peddle-to-   
the-metal mentality throughout the financial sector.  It is worth noting that   
non-financial debt growth has slackened somewhat this year as nominal GDP has   
slowed markedly.  Meanwhile, financial sector borrowings have actually          
accelerated to a 10% annualized rate.  The upshot of financial sector expansion 
significantly beyond the funding needs of the real economy is easily            
recognizable.                                                                   

DESPITE HOUSING WOES, CREDIT GROWTH CONTINUES UNABATED                          

Through the year's first nine months, global investment grade debt issuance of  
$1.3 trillion was running 16% ahead of 2005's pace, led by a 22% increase from  
the U.S.  Record global new "leveraged finance" surpassed $1.0 trillion, 14%    
ahead of last year's pace, with U.S. leveraged lending increasing 19%.          
Leveraged buyouts (LBOs), along with high-yield and "leveraged" lending are on a
record pace.  Global M&A volume, already having surpassed $3.0 trillion, should 
easily set a record.  Global private equity is on track to raise an             
unprecedented $400 billion this year.  Syndicated bank lending is on pace to    
reach a five-year high - going back to the fateful telecom debt bubble.  And    
despite the third-quarter slowdown, 2006 will post the strongest year of global 
IPO issuance since the bubble year 2000.  At the same time, inflated cash flows 
and loose corporate debt market conditions have spurred record corporate share  
repurchases.                                                                    

Despite some earlier market and industry tumult, the hedge fund community raised
$44.5 billion during the third quarter, a three-year high.  Year-to-date inflows
of $110 billion have already exceeded 2002's record $99.4 billion.  Hedge fund  
assets are said to have surpassed $1.4 trillion.  And in a sign of the times,   
former Treasury Secretary John Snow recently became chairman of Cerberus Capital
Management, a $16 billion hedge fund group.  Clinton Treasury Secretary Lawrence
Summers accepted a managing director position at D.E. Shaw, while Paul O'Neill  
is now an advisor to the Blackstone Group.                                      

To be sure, global credit systems continue firing on all cylinders.  Here at    
home, total bank credit has been expanding this year at a 10% pace.  Commercial 
& industrial loans have expanded 15% annualized.  Housing slowdown              
notwithstanding, bank real estate loans have been growing at a 15% year-to-date 
rate.  Total system mortgage debt expanded 10.1% annualized during the first-   
half, with 12.7% growth in commercial mortgages helping to offset a somewhat    
slower 9.8% increase in household mortgage debt.                                

Citigroup, our nation's largest financial institution, expanded total assets by 
$119 billion, or 30% annualized, during the third quarter.  Citi's balance sheet
ballooned $275 billion, or almost 19%, during the past year to $1.75 trillion.  
Bank of America is enjoying double-digit growth in both consumer and business   
loans, with assets expanding 16% over the past year to almost $1.5 trillion.    
JPMorganChase has posted 11% year-over-year commercial loan growth, with total  
assets also up 11% the past year to $1.3 trillion.  The bank's third-quarter    
investment banking fees increased 44% from a year earlier to a record $1.4      
billion.  Though first mortgage originations have been somewhat below last      
year's level, Wells Fargo has continued to achieve 10% growth in both consumer  
and commercial loans.  Total assets were up 15% from a year ago.  And throughout
the U.S. banking system, intense competition and narrowing lending margins have 
pressed bankers to press for greater loan volume.                               

In response to the industry-wide mortgage origination slowdown, almost without  
exception the major financial institutions have moved aggressively to ensure    
double-digit growth in home equity and commercial real estate loans.  Yet likely
expending even greater influence upon the real economy, lenders have adopted    
strategies to focus more intensively on small business and commercial lending.  
And, today, the surest way to rapid lending growth is achieved through financing
mergers and acquisitions.                                                       

If the highly competitive lending business cannot secure adequate profits, the  
focus then turns to the capital markets, trading, derivatives and investment    
management.  Never has pressure to meet Wall Street's elevated expectations been
as overwhelming, and rarely have financial conditions remained sufficiently     
loose to emboldened institutions trying to exceed those expectations - in one   
manner or another.  Citigroup, Bank of America and JPMorganChase combined to    
repurchase 120.5 million of their shares during the third quarter, increasing   
year-to-date buybacks to an astounding 427.6 million.                           

Never to be outdone, the rapid expansion of bank credit is bettered by Wall     
Street and its incredible securities-based credit apparatus.  Broker/dealer     
assets expanded 18% over the past year, with two-year growth of an astonishing  
46%.  The "big five" securities firms - Goldman Sachs, Merrill Lynch, Morgan    
Stanley, Lehman Brothers and Bear Stearns - posted combined net revenue growth  
during the first nine months of the year of $93.6 billion, up 33% from          
comparable 2005.  Compensation expense increased 36% during this period to $48.3
billion.  And despite the marked slowdown in home sales, an irrepressible       
mortgage-backed securities (MBS) and asset-backed securities (ABS) marketplace  
lends support for another year of double-digit mortgage debt growth.  Insatiable
demand for high-yielding instruments ensures that "private-label" MBS will post 
another year of heady growth.  One of this year's hottest products, the         
collateralized debt obligation (CDO) marketplace is on pace for issuance of $400
billion, double last year.                                                      

Some analysts have been lulled into complacency by this year's 4.5% growth rate 
in M2 "money supply." Meanwhile, outstanding commercial paper has expanded at a 
19% rate this year to reach a record $1.92 trillion.  Outstanding asset-backed  
securities ended the second quarter at $3.22 trillion, up 20% year-over-year.   
"Fed funds and repurchase agreements" continue to play prominently in the U.S.  
financial sector expansion, expanding 17% during the past year and 40% over two 
years.  And reinvigorated by more enticing yields, money market fund assets have
expanded 13.6% over the past year to $2.26 trillion.  Overall, there's been only
moderate slowing in total non-financial credit from last year's record $2.3     
trillion, or 9.5%, expansion, the strongest pace of growth since 1986.          

Yet when it comes to awe-inspiring growth, derivatives these days have no match.
Expanding unremittingly at double-digit rates, global derivatives markets have  
reached nearly $300 trillion in notional value.  Amazingly, positions have      
tripled in size since 2000 to surpass four-times the total combined market value
of the world's equity and bond markets.  Globally, the notional value of        
interest-rate swaps jumped 25% over the past year to $250 trillion.  U.S.       
commercial bank derivative positions were up 24% over the past year to $119     
billion.  Interest-rate derivatives jumped 21% year-over-year to $98.7 billion, 
with U.S. banks' credit derivative contracts ballooning 60% to $6.6 trillion.   

Alarmingly, the global credit derivatives market has doubled over the past year 
to $26 trillion, in the process demonstrating all the signs of problematic      
excess.  There is sound basis for presuming the mania that's enveloped the      
credit default swap arena has been a primary driving force for this year's      
insatiable demand for new corporate debt. With credit so readily available and  
marketplace liquidity in surplus, writing corporate credit protection has been  
as alluringly profitable as selling flood insurance in the midst of a long      
drought.  The only limiting factor is finding enough buyers of insurance. This  
quandary has been at least partially ameliorated by the proliferation of Wall   
Street structures incorporating highly leveraged pools of corporate credits that
then acquire hedging protection in the credit derivatives marketplace.          

Meanwhile, this year's setbacks in energy and commodities trading have buoyed   
"credit arbitrage" funds to the top of the global performance leader board.  And
with success in this environment comes the bounty of huge investor inflows -    
that then must be put to work.  Ironically, heightened uncertainty and overall  
global financial market volatility have only fanned the burgeoning bubble in    
corporate debt.  This manic backdrop has the Wall Street "structured finance"   
mega-machine burning the midnight oil, with recent new products incorporating as
much as 15 to 1 underlying leverage in corporate credits.                       

CREDIT BUBBLE GOES GLOBAL                                                       

To be sure, bubble excesses are no longer confined to the U.S. credit system.   
Throughout the Eurozone, the pace of private credit growth has accelerated to   
better than 11%.  Credit systems around the world today flourish with unequalled
leeway, posting double-digit growth across a wide spectrum of economies         
including the United Kingdom, Scandinavia, Eastern Europe, Russia, Australia,   
New Zealand, India, China, and throughout much of non-Japan Asia.  Mirroring the
U.S., the Chinese economy has attained the status of one of history's           
spectacular credit booms.  Also luxuriating in the miraculous global liquidity  
backdrop, India has set its sights on following in China's footsteps.  And all  
the while fanning the global boom, America's captivation with leveraged         
speculation, derivatives, MBS, ABS, CDOs, CLOs (collateralized loan             
obligations), LBOs, "repos," and who knows what else, has taken the world by    
storm.                                                                          

Little wonder global markets are these days characterized by such phenomenal    
price volatility and, increasingly, severe price distortions and divergences.   
Credit conditions and liquidity creation have remained, in our opinion, too     
loose for too long, with each year of excess adding to the cumulate supply of   
international "finance" focused intently on generating a rousing return.  This  
amassing global pool of "hot money" - absolutely unparalleled in scope and      
dynamism - now revels in its freedom to rampage about.  For the past several    
years, this dynamic has imparted a stubborn upward price bias upon the vast     
majority of global asset and commodity markets.  Lately, however, a conflux of  
heightened speculative excess, "crowded trades," and derivatives-related        
leveraging has nurtured susceptibility to abrupt price reversals, sizable market
pullbacks, and some rather exceptional trading anomalies (i.e. natural gas      
versus the industrial metals).                                                  

The abundantly liquid and highly speculative U.S. and global market backdrop has
proceeded to the point where any real or perceived scarcity risks foment panic  
buying and spectacular price spikes.  This has been the circumstance throughout 
the energy and commodities complex, and is even a recurring factor for          
securities markets around the world.  Seemingly, myriad marketplaces share a    
similar propensity for wild speculative runs on the upside, only to leave them  
susceptible to equally dramatic price collapses and speculative routs on the    
downside.                                                                       

Earlier in the year, a liquidity-fueled speculative run propelled a synchronized
skyward lunge in global stocks, energy and commodities, and emerging debt and   
equities markets, only to abruptly reverse in May and plummet collectively as   
well.  The nature of global market instability has been disconcerting, but so   
far the vast sea of global liquidity has succeeded in keeping things afloat.    
Fear that the Bank of Japan was removing global liquidity has dissipated, as    
have notions of concerted global central bank "tightening." The bottom line is  
that global credit systems are firing on all cylinders.  Liquidity has stayed   
readily abundant, which has ensured that bullishness perseveres; that           
speculators have become only more emboldened; and that global economies have    
remained resilient.  Even Iceland and New Zealand, notable examples of          
susceptibility to the whims of global finance, have defied predictions of       
financial and economic hardship.                                                

Sound the global system is not.  This year's backdrop exudes instability and    
uncertainty, characterized by wild volatility and some notable divergences among
various markets and asset classes.  Importantly, there has been no letup in     
upward price pressure for commodities in limited supply.  Copper has posted a   
better than 60% rise so far this year.  The industrial metals nickel, tin, zinc 
and lead have spiked to multi-year or record highs.  Global drought conditions  
and weather uncertainty have wheat prices up 50% to a 10-year high and corn     
rising 50% to a multi-year high.  Cotton, orange juice, sugar, coffee and other 
staples have traded with significant volatility.                                

Take a deep breath and watch out below, however, when a presumed shortage fails 
to materialize.  An unexpectedly placid hurricane season and relative calm in   
the Middle East tipped the energy markets where, in hindsight, an anomalous     
throng of investors, speculators, and derivative traders were all loaded onto   
the same side of the boat.  A major liquidation of speculative positions surely 
played a key role as the price of crude oil sank about 25% in the two months    
following July's record $81 a barrel.  And, of course, natural gas collapsed    
better than 50%, in the process taking down the $6 billion Amaranth hedge fund. 
With a segment of the leveraged speculator community rushing to stop the        
bleeding, a contagious commodities rout saw the Goldman Sachs Commodities Index 
drop 20% in two months from its August record high.  The index, however, remains
about double the level from 2003.                                               

Global market booms and self-reinforcing liquidity abundance have become reliant
upon - and beholden to - pervasive leveraged speculation.  Such a predicament   
eventually manifests as erratic market behavior.  We've reached such a point,   
and there's today no escaping chronic susceptibility to the whims of a highly   
speculative and leveraged marketplace.  Bubbles inflating, and others aged and  
endangered, now emerge as a primary market focus.  Moreover, there is a nagging 
disquiet that the liquidity gala must at some point be interrupted or perhaps   
even abruptly dissolved, a backdrop sure to intimidate the indecisive and       
challenge even those of us with the strongest convictions.  At this stage of the
cycle, we likely have little alternative than to become accustomed to formidable
speculative runs that set the stage for unsettling downdrafts - a challenging   
environment for managing a short portfolio and our long positions.              

COMMODITIES BULL MARKET NOT OVER                                                

As for our long portfolio, we tend to view the recent commodities tumble in the 
context of the first meaningful correction in what we expect will prove a       
prolonged - and oftentimes topsy-turvy - bull market.  Taking exception to      
others' analyses, we do not believe the recent decline is evidence of a         
turnabout in global liquidity.  The confluence internationally of rampant       
equities market inflation, minimal risk premiums, record debt issuance, and     
booming emerging stocks and bonds instead confirm our view of ongoing credit and
liquidity over-abundance.  Yes, gold and silver are considerably off earlier    
highs.  Not only do we doubt there's been a fundamental change in the liquidity 
backdrop, it is our view that ongoing global developments only enhance the      
metals stocks' investment merits.  Perhaps the liquidity-induced equities,      
emerging markets, and credit "arbitrage" booms have provided rather tough       
competition of late for the precious metals and commodities overall.  And       
there's surely been heavy liquidation of energy and metals speculations.  The   
global "inflation trade," previously rather overcrowded, has by now seen the    
crowd thinned.                                                                  

With regard to the U.S. bubble economy, it is these days on notably less sure   
footing.  Of course, the onset of a major housing downturn is the most          
noteworthy economic development.  Unsustainable price inflation, gross          
overbuilding and mounting inventories finally punctured grossly unrealistic     
expectations.  Home prices can and will decline.  The major national            
homebuilders - having previously taken full advantage of the speculative bubble 
- now find themselves in the forefront of cancelled orders, evaporating waiting 
lists, and costly price concessions.  It was estimated that speculators         
accounted for upwards of 25% to 30% of last year's home transactions.           
Speculative buying has all but evaporated in many of the frothiest markets,     
leaving bloated inventories and sharply diminished demand.                      

MORTGAGE BUBBLE STILL INTACT                                                    

In the next shareholder letter I could very well take a more pessimistic view of
short-term prospects for what clearly has the potential to develop into a full- 
fledged housing disaster.  Thus far, however - and defying many bearish analysts
- housing prices have remained relatively stable nationally, while posting thus 
far modest reversals  - perhaps retracing the past year or so of price inflation
- in the most extended markets.                                                 

As disciplined analysts, we will not dismiss the significance of what has to    
this point been surprising general home price resiliency.  Steep price declines 
would have initiated a self-reinforcing wave of foreclosures and the onset of   
lender angst and mortgage security holder fear and revulsion.  Instead, lenders 
remain keen to lend and MBS buyers eager to buy.  That the mortgage finance     
spigot remains wide open has certainly played a key role in sustaining narrow   
spreads and seemingly insatiable demand for agency and "private-label" mortgage 
securities.  Curiously, credit market demand for adjustable-rate, negative-     
amortization, "reset" and other "exotic" mortgages remains about as robust as   
ever.  Intense speculative demand for yield and the resulting proliferation of  
CDOs and other "structured products" have created an insatiable appetite for    
risky loans.                                                                    

It was clearly constructive for the marketplace that yields responded promptly  
to the prospect of economic moderation.  Benchmark 30-year mortgage rates have  
dropped 50 basis points from this summer's highs.  And while I can write with   
confidence that air has begun exiting local housing bubbles around the country, 
the same cannot yet be said for the national mortgage finance bubble.  Credit   
availability has slackened little, if at all.  Importantly, borrowers facing    
potentially problematic adjustable- and teaser-rate mortgage payment resets are 
being actively accommodated.  Ongoing loose marketplace conditions empower      
aggressive lenders with the capacity to offer mortgage terms favorable to       
borrowers desperate to refinance, and at the same time appealing to booming ABS 
and CDO marketplaces clamoring for higher-yielding fodder.  The bottom line is  
that, despite the housing downturn, total mortgage credit is on track for the   
sixth consecutive year of double-digit growth and the ninth uninterrupted year  
of at least 9% annual growth.                                                   

WAGE INFLATION GENERATING LITTLE INTEREST - FOR NOW                             

Irrepressible mortgage credit may have lost much of its capacity to inflate home
prices.  Importantly, however, loose financial conditions are these days        
boosting household sector income.  Beyond question, rising compensation is today
a primary factor operating to sustain elevated home values, while at the same   
time enlarging government tax receipts and inflating corporate cash flows.  From
a macro credit analysis standpoint, income growth has now superseded housing    
inflation as a paramount consequence of system excess.                          

Year-to-date, household personal income has expanded at an eye-opening 7.5%     
rate.  During the 12 months ended June 30th, "compensation of employees" (per   
the Fed's quarterly "flow of funds" report) expanded at an 8.3% rate, the       
strongest pace of expansion since 1984.  For perspective, compensation growth   
accelerated from 2005's 5.7%, 2004's 5.2%, 2003's 3.8%, and 2002's 2.5%.  And in
the category of anomalous developments worthy of serious contemplation, federal 
government personal income tax receipts surged 12.6% during fiscal 2006,        
surpassing $1 trillion for the first time.  Not to be left far behind, federal  
spending jumped 7.4%.  Hopefully governments at all levels are not extrapolating
this inflationary windfall as they did those from the late-'90s.                

The upsurge in income inflation is not receiving the attention it deserves.  For
one, this development marks the emergence of inflationary pressures from the    
cozy confines of the asset markets, where they have been erroneously            
characterized as "wealth creation." Rising income is as well a departure from   
credit inflation-induced "wealth effect" over-consumption and inflated imports, 
where it has been misconstrued as a virtue of free-trade and "globalization."   

The nature of inflationary effects is changing, subtly perhaps, yet decidedly.  
The global backdrop and the unusual structure of the contemporary U.S. economy  
have surely impeded its normal headway.  Though, as students of inflation       
dynamics and processes, we appreciate how the fundamental progression of credit 
excess eventually twists and turns its way to gains in remuneration.  If        
anything, shortages of skilled workers have turned more acute and broad-based.  
Coupled with booming corporate earnings, swelling cash hordes, and ultra-easy   
corporate credit conditions, the environment has become ripe for steadfast gains
in wages, salaries, bonuses, and stock grants.  Most importantly, expectations  
have changed, with workers today demanding and receiving the largest pay        
increases in years.                                                             

The pervasive effects of accelerating household income growth are perhaps       
becoming somewhat less ambiguous.  Thus far, rising incomes have been performing
yeoman's work in sustaining inflated home prices, in the process buttressing the
mortgage finance bubble and prolonging the aged U.S. credit and economic        
bubbles.  Mollifying housing worries, compensation trends have supported        
spending and in the process spurred only larger trade deficits. And the outward 
torrent of finance associated with swelling current account deficits continues  
to provide the major impetus for what has evolved into a global credit and      
liquidity bubble.  Again, we don't want to underplay the significance of U.S.   
income trends.                                                                  

DEPENDENCY ON FOREIGN INVESTORS ESCALATES                                       

The "Rest of World" (ROW) accumulation of U.S. financial obligations is unlike  
anything ever experienced in the long history of finance.  Foreign holdings of  
U.S. financial assets expanded, amazingly, at an almost $1.4 trillion annual    
pace during the first-half.  For perspective, ROW holdings increased an average 
$393 billion per annum during the nineties, and didn't surpass $1 trillion for  
the first time until 2004.  The ROW stockpile of US financial assets has        
ballooned 50% in just three years to $11.6 trillion.  During this period, total 
holdings of U.S. credit market instruments jumped 63% to $6.0 trillion, as      
Treasuries holdings increased $636 billion (46%) to $2.0 trillion; agencies rose
$400 billion (59%) to $1.1 trillion; and corporate bonds including ABS surged   
$1.2 trillion (80%) to $2.5 trillion.  ROW's $800 billion annualized first-half 
credit market instrument purchases accounted for a large percentage of total    
Treasury and agency issuance.                                                   

It is worth noting that U.S. trade deficits have more than doubled since the    
dollar's early 2002 peak.  Total foreign central bank reserves have swelled an  
incredible $1.3 trillion, or 38%, over just the past two years and will soon    
surpass $5 trillion.  China's reserves are up 366% since 2002 to about $1.0     
trillion, now outranking Japan as our largest creditor.  During this period,    
Taiwan's reserves have about doubled to $260 billion and South Korea's have     
increased two-fold to $230 billion.  Russia's reserves have ballooned to $250   
billion from less than $50 billion in early 2003, with Brazil's almost doubling 
to $74 billion and India's reserves up 50% to $160 billion.  Look no further    
than massive U.S. current account deficits and the dollar balances gushing to   
the rest of the world to largely explain the destabilizing global liquidity     
glut.                                                                           

The "recycling" of dollar liquidity back through U.S. securities markets has    
over time severely distorted our credit system.  For one, this process has      
created enormous artificial demand for top-rated U.S. securities, as foreign    
central banks and others direct the global flow of dollar balances to the       
perceived safest and most liquid dollar-denominated instruments.  Think of this 
dynamic in terms of a massive credit system expansion - comprising the banks,   
Wall Street, securitizations, finance companies, securities finance, etc. -     
generating purchasing power that propagates mushrooming current account         
deficits.  This global flood of dollar balances is then funneled back to a      
limited supply of requisite securities.                                         

This unparalleled market intervention has not gone unnoticed by the enterprising
speculator community.  Ramifications include the markets' perception of         
uninterrupted liquidity and prevailing price support, breeding only more        
emboldened leveraged speculation.  The resulting tight supply of Treasuries and 
agencies creates further price distortion, including a mischief-making          
propensity for short-squeezes.  And with the Treasury market anchoring market   
yields generally, the process of dollar "recycling" has placed significant      
downward pressure on yields across the board.  Deficient real interest-rates,   
then, promote only greater credit excess, resultant trade deficit expansion and 
a more unwieldy "liquidity glut." We always thought "conundrum" a misnomer.     
"Bubble effect" would be more explanatory.                                      

Foreign "recycling" operations have recalibrated the yield curve and, this year 
in particular, induced a consequential change in the nature of leveraged        
speculation.  Coveted "borrow-short-to-lend-long" speculative profits have      
disappeared, that is unless speculators shifted their borrowing to low-yielding 
currencies such as the yen and Swiss franc.  In general, we would argue that    
prospective returns from speculating within the entire upper-tier of the U.S.   
fixed-income marketplace have been minimized by the massive flows to our most   
liquid securities.                                                              

Importantly, this has squeezed the ballooning leveraged speculating community   
only deeper into the higher-yielding debt universe, while shifting the          
"structured finance" apparatus into high gear.  The resulting pronounced boost  
to credit availability and surge in liquidity throughout the corporate sector   
have been self-reinforcing, nurturing a resurgent corporate debt boom and a     
credit derivatives bubble.  These speculative bubble dynamics explain the       
insatiable demand for corporate debt that has provided a major impetus for the  
commercial lending, junk bond, syndicated bank "leveraged lending," and global  
M&A booms.                                                                      

And while speculator flows from low-yielding currencies are today lending       
support to the dollar, only foreign central bank accumulations of dollar        
reserves on a massive, unprecedented scale could have forestalled a dollar      
crisis.  The consequences of this ongoing endeavor, however, are becoming       
increasingly dire.  Credit bubble excesses - at home and abroad - are left      
unchecked to run to only more perilous extremes.  We do not believe it is       
hyperbole to warn that consequences include economic maladjustments and         
financial instability beyond compare.  Yet, credit bubble effects include       
seductive "fundamentals" such as booming corporate profits, robust financial    
markets, and economic resiliency, altogether presenting a convincing aura of    
soundness and sustainability.                                                   

A major dilemma today, as we see it, is that massive positions are being        
accumulated in dollar securities perceived as sound and liquid as "money."      
Confidence that foreign central bank operations will interminably support both  
U.S. securities markets and our currency promotes huge dollar instrument "carry 
trades" and other speculations.  In reality, "official" dollar buying           
exacerbates excesses, dollar vulnerability and the risk of future speculator de-
leveraging and illiquidity. To be sure, irrepressible credit inflation, non-    
productive debt growth, and unmanageable current account deficits guarantee that
the perception of "moneyness" (with regard to U.S. financial assets) is an      
illusion to be shattered at some future date.  Our fear is that the unavoidable 
dollar crisis will now likely coincide with a crisis in market confidence at the
very heart of the U.S. credit system.                                           

Manifestly, U.S. and global systems retain little capacity for adjustment or    
self-correction. Our housing slowdown only incites heightened excess throughout 
the credit system.  The prospect for slower growth encourages an intense flurry 
of mergers, acquisitions and leveraged buyouts incorporating progressively more 
leverage.  The prospect of the reversal of Fed "tightening" has equities        
speculation raging in markets across the globe.  Meanwhile, speculator mishaps  
in energy and commodities trading only empower players operating in the fixed-  
income and credit "arbitrage" arenas, in the process promoting only more        
destabilizing system credit and liquidity excess.                               

Recently, markets have prospered from the view the Fed's next move will be a    
rate cut.  Through 17 rate increases, the bond market always took solace in     
housing bubble fragility.  Surely, Chairman Bernanke would today prefer not to  
apply added pressure on faltering housing markets.  At 5.25%, the Fed funds rate
is agreeable to the financial sector and markets.  As bullish analysts see it,  
the current rate structure would seem to procure double-digit corporate earnings
growth for as far as the eye can see.  Even savers are offered respectable      
nominal returns, while borrowers continue to enjoy free-flowing credit at       
minimal real rates.  The rate environment is today creating nothing in the way  
of headwinds for asset markets or for the real economy.                         

There is, however, something quite askew with this glowing picture:  The Fed has
willfully orchestrated the most transparent and agreeable "tightening" cycle,   
yet without having ever actually tightened financial conditions.  This          
experiment in New Age central banking has suited market participants just fine, 
as illustrated by the broker/dealer and NYSE Financial indices having surged 84%
and 37%, respectively, since rates were first nudged upward back in June of     
2004.  This does not, however, alter the harsh reality that credit and          
speculative excesses have emerged more forceful and unwieldy with each passing  
year.  U.S. and global imbalances have been left to cumulate exponentially,     
ensuring a dreadfully formidable adjustment period.  In the final analysis,     
what's askew is the Fed's misguided determination to avoid popping bubbles, an  
irresponsible policy stance that has tacitly accommodated runaway excess.       

A CENTRAL BANKS MOST PERILOUS PREDICAMENT                                       

There is a particular scenario worthy of the title "A central bank's most       
perilous predicament:" Follow the error of indulging credit, asset inflation and
speculative excess with a cycle of policy acquiescence and accommodation.  In   
the process, fashion a New Age policy doctrine readily endorsed by a highly     
speculative marketplace, firmly locking the central bank into a perpetually     
accommodative stance.  This clinches acute system fragility - always inherent to
runaway financial and economic bubbles - that will further extort promises of   
"asymmetrical" policy responses.  The marketplace comes to perceive that already
loose financial conditions will be loosened aggressively at the first sign of   
trouble.  And, lastly, the most perilous predicament would have a central bank  
resolutely circumventing the business cycle, precluding recessions while        
convincing everyone that they're merely nuisances that can and should be        
avoided.  Most regrettably, this is precisely the predicament now facing the    
Bernanke Fed.                                                                   

It may have appeared logical for the Federal Reserve to tread ever so gingerly  
in an environment fraught with asset and economic bubble vulnerability, while   
financial fragility seemed to beckon for a degree of policy forbearance.  And,  
of course, no one welcomes the hardship and uncertainty that accompany bursting 
bubbles.                                                                        

There is, however, no escaping the reality that bubbles, along with their innate
frailty, are very much an outgrowth of an underlying financial structure, credit
infrastructure and monetary environment.  It is also true that epic credit      
bubbles are creatures fashioned by especially all-powerful dynamics and atypical
monetary backdrops, usually associated with the interplay of extraordinary      
financial and economic phenomena.  Once ingrained, they will categorically      
exhibit every inclination to avoid simply rolling over and obligingly exhausting
themselves.  Characteristically, they will defy the hopes and prayers of central
bankers.                                                                        

The stakes inevitably become too high.  Years of financial sector expansion,    
innovation and evolution work to embed a systemic propensity for ever-expanding 
excess.  Speculators, elemental to bubbles, develop a predilection for          
increasingly audacious risk-taking (and leveraging), emboldened after           
persevering and prospering through years of mostly ups and a few downs and close
calls.  Eventually, limitless liquidity is presumed. And the greater the scope  
of bubble excess the more assured the marketplace is of unconditional central   
bank benevolence.  Meanwhile, the maladjusted bubble economy is sustained only  
by ever larger doses of credit and asset inflation.                             

Until a catalyst coerces a change in behavior, lenders will go on lending,      
borrowers will keep on borrowing; and speculators will relish in speculating.   
An increasingly commanding Wall Street today stops at nothing when it comes to  
creating and unloading securities, as well as inventing new products and        
creative vehicles for financing more and larger deals.  And, quite naturally,   
uninterrupted growth becomes the imperative - for financier, lender, borrower,  
businessperson, central banker and politician - growth that, not coincidently,  
is essential for avoiding the scourge of deflating bubbles.                     

So the Fed is forced to choose among two unattractive options:  Administer      
sufficient pain to exact a bubble-terminating change in conduct, or acquiesce to
ever more destabilizing degrees of excess, distortion and maladjustment.        
Unfortunately, it is the nature of commanding credit bubbles - as we've been    
witnessing - to provide absolutely no policymaking middle ground.               

As investment managers operating in such an extraordinary environment, we must  
be prepared for markedly opposing scenarios.  Foremost, we recognize that we may
face the prospect of having to endure somewhat longer the continuation of credit
bubble "blow-off" excess.  At the same time, however, current financial and     
economic fragility leave the U.S. financial markets and economy acutely         
susceptible.  Our role is not to predict but to prepare for - and react to - any
environment that might present itself.                                          

The current liquidity-induced stock market rally is challenging.  Not drifting  
from our investment mandate, our portfolio posture remains significantly more   
short than long.  We have, however, lessened our overall risk profile. We've    
become especially focused on liquidity, covering some individual shorts while   
increasing the relative size of our index futures position.  Our strategy is to 
reduce portfolio "beta" when the stock market is going against us and work to   
avoid short squeezes when they proliferate, while at the same time maintaining  
exposure to the downside of highly speculative stock markets. And as frustrating
as loose financial conditions, liquidity over-abundance and rampant speculative 
excess are to us market bears, they do always create exceptional profit         
opportunities.  We remain focused, analytically diligent, disciplined and       
determined to capture some of these opportunities for our shareholders.         

Our strategy for Prudent Global Income has changed little over the past year.   
We reduced our already small exposures to the Japanese yen and Iceland krona,   
while increasing positions in the Canadian dollar and Swedish krona.  We booked 
some gains and reduced our gold exposure somewhat when gold stocks surged this  
past spring.  With most global central banks in a tightening bias, we continue  
to keep the duration of our portfolio of major industrialized government bonds  
at less than one year.  Portfolio yield continues to benefit from reinvesting   
funds in higher-yielding short-term debt instruments.  Due to the significant   
interest-rate differentials, we retain some exposure to U.S. Treasury bonds.  In
conclusion, the portfolio remains structured to benefit from the secular bear   
market in the U.S. dollar that we expect to continue.                           

Sincerely,                                                                      

/s/David W. Tice                                                                

David W. Tice                                                                   

Past performance does not guarantee future results.                             

Opinions expressed in this letter are those of the fund manager, are subject to 
change and are not guaranteed.                                                  

THE PRUDENT BEAR FUND REGULARLY MAKES SHORT SALES OF SECURITIES, WHICH INVOLVES 
UNLIMITED RISK INCLUDING THE POSSIBILITY THAT LOSSES MAY EXCEED THE ORIGINAL    
AMOUNT INVESTED.  THE FUND MAY ALSO USE OPTIONS AND FUTURE CONTRACTS, WHICH HAVE
RISKS ASSOCIATED WITH UNLIMITED LOSSES OF THE UNDERLYING HOLDINGS DUE TO        
UNANTICIPATED MARKET MOVEMENTS AND FAILURE TO CORRECTLY PREDICT THE DIRECTION OF
SECURITIES PRICES, INTEREST RATES AND CURRENCY EXCHANGE RATES.  THE FUND MAY    
ALSO HOLD RESTRICTED SECURITIES PURCHASED THROUGH PRIVATE PLACEMENTS.  SUCH     
SECURITIES MAY BE DIFFICULT TO SELL WITHOUT EXPERIENCING DELAYS OR ADDITIONAL   
COSTS.                                                                          

THE PRUDENT GLOBAL INCOME FUND INVESTS IN FOREIGN SECURITIES, WHICH INVOLVE     
GREATER VOLATILITY AND POLITICAL, ECONOMIC AND CURRENCY RISKS AND DIFFERENCES IN
ACCOUNTING METHODS.  THE FUNDS MAY ALSO INVEST IN GOLD, WHICH INVOLVES          
ADDITIONAL RISKS, SUCH AS THE POSSIBILITY FOR SUBSTANTIAL PRICE FLUCTUATIONS    
OVER A SHORT PERIOD OF TIME.                                                    

The S&P 500 Index is a broad based unmanaged index of 500 stocks, which is      
widely recognized as representative of the equity market in general.  The NASDAQ
Composite Index is a market capitalization-weighted index that is designed to   
represent the performance of the National Market System, which includes over    
5,000 stocks traded only over-the-counter and not on an exchange.  You cannot   
invest directly in an index.                                                    

Please refer to the Schedule of Investments on page 30 for a list of holdings as
of 9/30/06.  Fund holdings and sector allocations are subject to change at any  
time and are not recommendations to buy or sell any security.                   

Beta measures the sensitivity of rates of return on a fund to general market    
movements.                                                                      

Cash flow: measures the cash generating capability of a company by adding non-  
cash charges (e.g. depreciation) and interest expense to pretax income.         

While the funds are no-load, management and other expenses still apply. Please  
refer to the prospectus for further details.                                    

Must be preceded or accompanied by a current prospectus.                        

EXPENSE EXAMPLE                                                                 
SEPTEMBER 30, 2006                                                              

As a shareholder of the Prudent Bear Fund or the Prudent Global Income Fund     
(each a "Fund" and collectively the "Funds"), you incur two types of costs: (1) 
redemption fees and (2) ongoing costs, including management fees; distribution  
and/or service fees; and other Fund expenses. This Example is intended to help  
you understand your ongoing costs (in dollars) of investing in each Fund and to 
compare these costs with the ongoing costs of investing in other mutual funds.  
The Example is based on an investment of $1,000 invested for the period 4/01/06 
- 9/30/06.                                                                      

ACTUAL EXPENSES                                                                 

The first line of the table below provides information about actual account     
values and actual expenses. Although the Funds charge no sales load or          
transaction fees, you will be assessed fees for outgoing wire transfers,        
returned checks and stop payment orders at prevailing rates charged by U.S.     
Bancorp Fund Services, LLC, the Funds' transfer agent.  If you request that a   
redemption be made by wire transfer, currently a $15.00 fee is charged by the   
Funds' transfer agent.  You will be charged a redemption fee equal to 1.00% of  
the net amount of the redemption if you redeem your shares less than 30 calendar
days after you purchase them.  Individual retirement accounts (IRAs) will be    
charged a $15.00 annual maintenance fee.  To the extent the Funds invest in     
shares of other investment companies as part of its investment strategy, you    
will indirectly bear your proportionate share of any fees and expenses charged  
by the underlying funds in which the Funds invest in addition to the expenses of
the Funds.  Actual expenses of the underlying funds are expected to vary among  
the various underlying funds.  These expenses are not included in the example   
below.  The example below includes, but is not limited to, management fees,     
shareholder servicing fees, fund accounting, custody and transfer agent fees.   
However, the example below does not include portfolio trading commissions and   
related expenses or other extraordinary expenses as determined under generally  
accepted accounting principles.  You may use the information in this line,      
together with the amount you invested, to estimate the expenses that you paid   
over the period. Simply divide your account value by $1,000 (for example, an    
$8,600 account value divided by $1,000 = 8.6), then multiply the result by the  
number in the first line under the heading entitled "Expenses Paid During       
Period" to estimate the expenses you paid on your account during this period.   

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES                                    

The second line of the table below provides information about hypothetical      
account values and hypothetical expenses based on the Funds' actual expense     
ratio and an assumed rate of return of 5% per year before expenses, which are   
not the Funds' actual returns. The hypothetical account values and expenses may 
not be used to estimate the actual ending account balance or expenses you paid  
for the period. You may use this information to compare the ongoing costs of    
investing in the Funds and other funds. To do so, compare this 5% hypothetical  
example with the 5% hypothetical examples that appear in the shareholder reports
of the other funds.  Please note that the expenses shown in the table are meant 
to highlight your ongoing costs only and do not reflect any transactional costs,
such as sales charges (loads), redemption fees, or exchange fees. Therefore, the
second line of the table is useful in comparing ongoing costs only, and will not
help you determine the relative total costs of owning different funds. In       
addition, if these transactional costs were included, your costs would have been
higher.                                                                         

PRUDENT BEAR FUND                                                               
NO LOAD SHARES                                                                  

                                                                [Download Table]
                               BEGINNING        ENDING        EXPENSES PAID   
                             ACCOUNT VALUE  ACCOUNT VALUE  DURING PERIOD*<F12>
                                4/01/06        9/30/06      4/01/06 - 9/30/06 
                             -------------  -------------  -------------------
                                                                              
Actual +<F8> (1)<F10>          $1,000.00      $1,037.30          $12.29       
Hypothetical ++<F9> (2)<F11>   $1,000.00      $1,013.00          $12.15       

+<F8>   Excluding dividends on short positions, your actual cost of       
investment in the Fund would be $8.95.                    
++<F9>   Excluding dividends on short positions, your hypothetical cost of  
investment in the Fund would be $8.85.                    
(1)<F10>   Ending account values and expenses paid during period based on a     
         3.73% return.  The return is considered after expenses are deducted
from the fund.                                            
(2)<F11>   Ending account values and expenses paid during period based on a     
5.00% annual return before expenses.                      
*<F12>   Expenses are equal to the Fund's annualized expense ratio of 2.41%,
         multiplied by the average account value over the period, multiplied
by 183/365 (to reflect the one-half year period).         

PRUDENT BEAR FUND                                                               
CLASS C SHARES                                                                  

                                                                [Download Table]
                                BEGINNING        ENDING        EXPENSES PAID   
                              ACCOUNT VALUE  ACCOUNT VALUE  DURING PERIOD*<F17>
                                 4/01/06        9/30/06      4/01/06 - 9/30/06 
                              -------------  -------------  -------------------
                                                                               
Actual +<F13> (1)<F15>          $1,000.00      $1,033.10          $16.08       
Hypothetical ++<F14> (2)<F16>   $1,000.00      $1,009.25          $15.90       

+<F13>   Excluding dividends on short positions, your actual cost of        
investment in the Fund would be $12.75.                   
++<F14>   Excluding dividends on short positions, your hypothetical cost of   
investment in the Fund would be $12.62.                   
(1)<F15>   Ending account values and expenses paid during period based on a     
         3.31% return.  The return is considered after expenses are deducted
from the fund.                                            
(2)<F16>   Ending account values and expenses paid during period based on a     
5.00% annual return before expenses.                      
*<F17>   Expenses are equal to the Fund's annualized expense ratio of 3.16%,
         multiplied by the average account value over the period, multiplied
by 183/365 (to reflect the one-half year period).         

PRUDENT GLOBAL INCOME FUND                                                      

                                                                [Download Table]
                        BEGINNING        ENDING        EXPENSES PAID   
                      ACCOUNT VALUE  ACCOUNT VALUE  DURING PERIOD*<F20>
                         4/01/06        9/30/06      4/01/06 - 9/30/06 
                      -------------  -------------  -------------------
                                                                       
Actual (1)<F18>         $1,000.00      $1,027.60           $6.41       
Hypothetical (2)<F19>   $1,000.00      $1,018.74           $6.39       

(1)<F18>   Ending account values and expenses paid during period based on a     
         2.76% return.  The return is considered after expenses are deducted
from the fund.                                            
(2)<F19>   Ending account values and expenses paid during period based on a     
5.00% annual return before expenses.                      
*<F20>   Expenses are equal to the Fund's annualized expense ratio of 1.26%,
         multiplied by the average account value over the period, multiplied
by 183/365 (to reflect the one-half year period).         

PRUDENT BEAR FUND                                                               
ALLOCATION OF PORTFOLIO ASSETS - SEPTEMBER 30, 2006                             

Common Stocks                                15.7%                              
Warrants                                      0.4%                              
Purchased Put Options                         0.7%                              
Short Transactions                          -37.3%                              
Futures                                     -35.4%                              

Does not include investments used for collateral or short-term cash investments.

PRUDENT GLOBAL INCOME FUND                                                      
ALLOCATION OF PORTFOLIO ASSETS - SEPTEMBER 30, 2006                             

Common Stocks                                 7.6%                              
Convertible Bonds                             0.4%                              
Corporate Bonds                               2.8%                              
Foreign Treasury Obligations                 70.1%                              
Short-Term Investments                       18.3%                              
Other Assets in Excess of Liabilities         0.8%                              

STATEMENTS OF ASSETS AND LIABILITIES                                            
SEPTEMBER 30, 2006                                                              

                                                        [Enlarge/Download Table]
                                                                         PRUDENT BEAR   PRUDENT GLOBAL
                                                                             FUND        INCOME FUND  
                                                                         ------------   --------------
                                                                                                      
ASSETS:                                                                                               
   Investments, at value                                                                              
       Unaffiliated issuers (cost $615,533,756                                                        
         and $331,892,234, respectively)                                 $638,499,212    $343,166,485 
       Affiliated issuers (cost $28,834,775 and $728,252, respectively)    48,658,049         331,757 
   Deposit at brokers for short sales                                      13,074,490              -- 
   Receivable from broker for proceeds on securities sold short           229,327,569              -- 
   Receivable for futures contracts                                           563,875              -- 
   Receivable for investments sold                                          1,105,394              -- 
   Receivable for capital shares issued                                     2,839,126         557,376 
   Interest and dividends receivable                                        3,823,603       3,472,746 
   Cash                                                                     9,656,272           1,530 
   Other assets                                                             1,092,590          27,530 
                                                                         ------------    ------------ 
   Total Assets                                                           948,640,180     347,557,424 
                                                                         ------------    ------------ 
LIABILITIES:                                                                                          
   Securities sold short, at value                                                                    
     (Proceeds of $224,218,951 and $0, respectively)                      254,133,820              -- 
   Payable for securities purchased                                         7,404,155              -- 
   Payable for capital shares redeemed                                      3,320,903         539,077 
   Payable to Adviser                                                         730,995         219,664 
   Dividends payable on short positions                                       337,100              -- 
   Accrued expenses and other liabilities                                   1,125,647         571,889 
                                                                         ------------    ------------ 
   Total Liabilities                                                      267,052,620       1,330,630 
                                                                         ------------    ------------ 
NET ASSETS                                                               $681,587,560    $346,226,794 
                                                                         ------------    ------------ 
                                                                         ------------    ------------ 
NET ASSETS CONSIST OF:                                                                                
   Capital stock                                                         $815,960,312    $328,949,315 
   Accumulated net investment income (loss)                                 8,460,169      (3,038,000)
   Accumulated undistributed net realized gain (loss) on long                                         
     transactions, short transactions, option contracts expired or                                    
     closed, futures contracts closed and foreign currency translation   (148,587,782)      9,542,197 
   Net unrealized appreciation (depreciation) on:                                                     
       Investments                                                         42,788,730      10,877,756 
       Short transactions                                                 (29,914,869)             -- 
       Futures contracts                                                   (7,119,000)             -- 
       Foreign currency translation                                                --        (104,474)
                                                                         ------------    ------------ 
TOTAL NET ASSETS                                                         $681,587,560    $346,226,794 
                                                                         ------------    ------------ 
                                                                         ------------    ------------ 
NO LOAD SHARES:                                                                                       
   Net assets                                                            $650,304,909    $346,226,794 
   Shares outstanding (250,000,000 shares                                                             
     of $.0001 par value authorized)                                      111,307,474      28,140,337 
   Net asset value, redemption price and offering price per share        $       5.84    $      12.30 
                                                                         ------------    ------------ 
                                                                         ------------    ------------ 
CLASS C SHARES:                                                                                       
   Net assets                                                            $ 31,282,651                 
   Shares outstanding (250,000,000 shares                                                             
     of $.0001 par value authorized)                                        5,562,226                 
   Net asset value, redemption price and offering price per share        $       5.62                 
                                                                         ------------                 
                                                                         ------------                 

See notes to the financial statements.

STATEMENTS OF OPERATIONS                                                        
YEAR ENDED SEPTEMBER 30, 2006                                                   

                                                        [Enlarge/Download Table]
                                                             PRUDENT BEAR   PRUDENT GLOBAL
                                                                 FUND        INCOME FUND  
                                                             ------------   --------------
                                                                                          
INVESTMENT INCOME:                                                                        
   Interest income                                            $26,586,015     $ 9,240,390 
   Dividend income on long positions (net of foreign taxes                                
     withheld of $0 and $10,837, respectively)                    630,287         140,039 
                                                              -----------     ----------- 
   Total investment income                                     27,216,302       9,380,429 
                                                              -----------     ----------- 
EXPENSES:                                                                                 
   Investment advisory fee                                      6,683,343       2,602,970 
   Administration fee                                             447,682         248,146 
   Shareholder servicing and accounting costs                     547,814         368,072 
   Custody fees                                                    83,045          58,058 
   Federal and state registration                                  81,365          36,236 
   Professional fees                                              109,973         111,116 
   Distribution expense - No Load shares                        1,274,335         867,657 
   Distribution expense - Class C shares                          249,337              -- 
   Reports to shareholders                                         45,607          24,465 
   Directors' fees and expenses                                    17,635          17,985 
   Insurance expense                                               64,696          50,728 
   Miscellaneous expense                                           25,555          25,955 
   Dividends on short positions                                 3,847,576              -- 
                                                              -----------     ----------- 
   Total expenses                                              13,477,963       4,411,388 
                                                              -----------     ----------- 
NET INVESTMENT INCOME                                          13,738,339       4,969,041 
                                                              -----------     ----------- 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:                                       
   Realized gain (loss) on:                                                               
       Long transactions from sales of unaffiliated issuers    20,838,629       5,939,783 
       Long transactions from sales of affiliated issuers      19,395,955              -- 
       Short transactions                                      (8,407,285)             -- 
       Option contracts expired or closed                      (4,545,159)             -- 
       Futures contracts closed                                (1,977,543)             -- 
       Foreign currency translation                                    --      (1,333,301)
                                                              -----------     ----------- 
       Net realized gain (loss)                                25,304,597       4,606,482 
   Change in unrealized appreciation (depreciation) on:                                   
       Investments                                             16,746,345      13,125,816 
       Short transactions                                     (20,557,621)             -- 
       Futures contracts                                       (8,164,000)             -- 
       Foreign currency translation                                    --         195,361 
                                                              -----------     ----------- 
       Net change in unrealized appreciation (depreciation)   (11,975,276)     13,321,177 
                                                              -----------     ----------- 
   Net realized and unrealized gain on investments             13,329,321      17,927,659 
                                                              -----------     ----------- 
NET INCREASE IN NET ASSETS                                                                
  RESULTING FROM OPERATIONS                                   $27,067,660     $22,896,700 
                                                              -----------     ----------- 
                                                              -----------     ----------- 

See notes to the financial statements.

STATEMENTS OF CHANGES IN NET ASSETS                                             

                                                        [Enlarge/Download Table]
                                                                              PRUDENT BEAR FUND           
                                                                    --------------------------------------
                                                                        YEAR ENDED          YEAR ENDED    
                                                                    SEPTEMBER 30, 2006  SEPTEMBER 30, 2005
                                                                    ------------------  ------------------
                                                                                                          
OPERATIONS:                                                                                               
   Net investment income (loss)                                        $ 13,738,339        $   (269,475)  
   Net realized gain (loss) on:                                                                           
       Long transactions from sales of unaffiliated issuers              20,838,629           4,007,205   
       Long transactions from sales of affiliated issuers                19,395,955           7,670,028   
       Short transactions                                                (8,407,285)        (17,840,922)  
       Option contracts expired or closed                                (4,545,159)        (20,290,717)  
       Futures contracts closed                                          (1,977,543)        (11,990,125)  
   Change in unrealized appreciation (depreciation) on:                                                   
       Investments                                                       16,746,345          18,359,981   
       Short transactions                                               (20,557,621)           (295,702)  
       Futures contracts                                                 (8,164,000)            806,437   
                                                                       ------------        ------------   
   Net increase (decrease) in net assets resulting from operations       27,067,660         (19,843,290)  
                                                                       ------------        ------------   
DISTRIBUTIONS TO NO LOAD SHAREHOLDERS                                                                     
   FROM NET INVESTMENT INCOME                                            (4,250,205)                 --   
                                                                       ------------        ------------   
DISTRIBUTIONS TO CLASS C SHAREHOLDERS                                                                     
   FROM NET INVESTMENT INCOME                                              (169,533)                 --   
                                                                       ------------        ------------   
CAPITAL SHARE TRANSACTIONS (Note 2):                                                                      
   Proceeds from shares issued                                          510,760,585         194,797,082   
   Redemption fees                                                          382,022             101,802   
   Shares issued to holders in reinvestment of dividends                  3,712,744                  --   
   Cost of shares redeemed                                             (286,725,206)       (189,689,072)  
                                                                       ------------        ------------   
   Net increase in net assets resulting                                                                   
     from capital share transactions                                    228,130,145           5,209,812   
                                                                       ------------        ------------   
TOTAL INCREASE (DECREASE) IN NET ASSETS                                 250,778,067         (14,633,478)  
NET ASSETS:                                                                                               
   Beginning of period                                                  430,809,493         445,442,971   
                                                                       ------------        ------------   
   End of period (including accumulated net investment                                                    
     income (loss) of $8,460,169, and                                                                     
     ($2,574,436), respectively)                                       $681,587,560        $430,809,493   
                                                                       ------------        ------------   
                                                                       ------------        ------------   

See notes to the financial statements.

STATEMENTS OF CHANGES IN NET ASSETS (CONT.)                                     

                                                        [Enlarge/Download Table]
                                                                   PRUDENT GLOBAL INCOME FUND       
                                                             ---------------------------------------
                                                                 YEAR ENDED           YEAR ENDED    
                                                             SEPTEMBER 30, 2006   SEPTEMBER 30, 2005
                                                             ------------------   ------------------
                                                                                                    
OPERATIONS:                                                                                         
   Net investment income                                       $  4,969,041          $  4,415,701   
   Net realized gain (loss) on:                                                                     
       Long transactions from sales of unaffiliated issuers       5,939,783            24,989,235   
       Long transactions from sales of affiliated issuers                --               746,835   
       Short transactions                                                --                  (284)  
       Foreign currency translation                              (1,333,301)             (824,046)  
   Change in unrealized appreciation (depreciation) on:                                             
       Investments                                               13,125,816           (25,883,686)  
       Foreign currency translation                                 195,361              (710,832)  
                                                               ------------          ------------   
   Net increase in net assets resulting from operations          22,896,700             2,732,923   
                                                               ------------          ------------   
DISTRIBUTIONS TO NO LOAD SHAREHOLDERS                                                               
   FROM NET INVESTMENT INCOME                                      (603,095)          (30,557,779)  
   FROM NET REALIZED GAINS                                       (1,753,869)           (5,448,501)  
   FROM RETURN OF CAPITAL                                                --            (1,588,575)  
                                                               ------------          ------------   
   TOTAL DISTRIBUTIONS                                           (2,356,964)          (37,594,855)  
                                                               ------------          ------------   
CAPITAL SHARE TRANSACTIONS (Note 2):                                                                
   Proceeds from shares issued                                  149,501,678           237,659,061   
   Redemption fees                                                   32,998                23,783   
   Shares issued to holders in reinvestment of dividends          2,128,752            33,574,236   
   Cost of shares redeemed                                     (168,987,580)         (356,146,412)  
                                                               ------------          ------------   
   Net decrease in net assets resulting                                                             
     from capital share transactions                            (17,324,152)          (84,889,332)  
                                                               ------------          ------------   
TOTAL INCREASE (DECREASE) IN NET ASSETS                           3,215,584          (119,751,264)  
NET ASSETS:                                                                                         
   Beginning of period                                          343,011,210           462,762,474   
                                                               ------------          ------------   
   End of period (including accumulated net investment                                              
     loss of $3,038,000 and $614,000, respectively)            $346,226,794          $343,011,210   
                                                               ------------          ------------   
                                                               ------------          ------------   

See notes to the financial statements.

PRUDENT BEAR FUND                                                               
FINANCIAL HIGHLIGHTS                                                            

Selected per share data is based on a share outstanding throughout each period. 

                                                        [Enlarge/Download Table]
                                                                              NO LOAD SHARES                           
                                                  ---------------------------------------------------------------------
                                                     YEAR           YEAR           YEAR           YEAR           YEAR  
                                                    ENDED          ENDED          ENDED          ENDED          ENDED  
                                                  SEPT. 30,      SEPT. 30,      SEPT. 30,      SEPT. 30,      SEPT. 30,
                                                     2006           2005           2004           2003           2002  
                                                     ----           ----           ----           ----           ----  
                                                                                                                       

Per Share Data:                                                                                                        
   Net asset value, beginning of period              $5.47          $5.71          $6.84          $8.31          $6.31 
                                                     -----          -----          -----          -----          ----- 

Income from investment operations:                                                                                     
   Net investment income (loss)(1)<F21>(2)<F22>       0.15          (0.00)(4)<F24> (0.02)         (0.05)          0.06 
   Net realized and unrealized                                                                                         
     gains (losses) on investments                    0.28          (0.24)         (0.78)         (0.96)          2.08 
                                                     -----          -----          -----          -----          ----- 
   Total from investment operations                   0.43          (0.24)         (0.80)         (1.01)          2.14 
                                                     -----          -----          -----          -----          ----- 

Redemption fees                                       0.00(4)<F24>   0.00(4)<F24>   0.00(4)<F24>     --             -- 
                                                     -----          -----          -----          -----          ----- 

Less distributions:                                                                                                    
   Dividends from net investment income              (0.06)            --          (0.33)         (0.22)         (0.14)
   Distributions from net realized gains                --             --             --          (0.24)            -- 
                                                     -----          -----          -----          -----          ----- 
   Total distributions                               (0.06)            --          (0.33)         (0.46)         (0.14)
                                                     -----          -----          -----          -----          ----- 
Net asset value, end of period                       $5.84          $5.47          $5.71          $6.84          $8.31 
                                                     -----          -----          -----          -----          ----- 
                                                     -----          -----          -----          -----          ----- 

Total return                                          7.92%         (4.20)%       (12.03)%       (12.58)%        35.47%

Supplemental data and ratios:                                                                                          
   Net assets, end of period (000's)              $650,305       $411,780       $429,469       $541,452       $521,030 

   Ratio of total expenses to average net assets      2.49%          2.58%          2.28%          2.30%          2.29%
   Ratio of dividends on short positions                                                                               
     to average net assets                            0.72%          0.73%          0.44%          0.44%          0.40%

   Ratio of expenses to average net assets                                                                             
     excluding dividends on short positions:                                                                           
       Before expense reductions                      1.77%          1.85%          1.84%          1.86%          1.89%
       After expense reductions(5)<F25>               1.77%          1.85%          1.83%          1.83%          1.84%

   Ratio of net investment income (loss)                                                                               
     to average net assets                            2.60%         (0.03)%        (0.38)%        (0.71)%         0.93%

   Portfolio turnover rate(3)<F23>                     104%           129%           138%           178%           266%

(1)<F21>   Net investment income (loss) per share before dividends on short     
       positions for the periods ended September 30, 2006, September 30,
          2005, September 30, 2004, September 30, 2003, and September 30, 2002
was $0.19, $0.04, $0.00, $(0.02), and $0.08, respectively.
(2)<F22>   Net investment income (loss) per share represents net investment     
        income (loss) divided by the average shares outstanding throughout
the period.                                               
(3)<F23>   Portfolio turnover is calculated on the basis of the Fund as a whole 
  without distinguishing between the classes of shares issued.
(4)<F24>   Amount calculated is less than $0.005.                               
(5)<F25>   See Note 5 in Notes to the Financial Statements.                     

See notes to the financial statements.

PRUDENT BEAR FUND                                                               
FINANCIAL HIGHLIGHTS (CONT.)                                                    

Selected per share data is based on a share outstanding throughout each period. 

                                                        [Enlarge/Download Table]
                                                                              CLASS C SHARES                           
                                                  ---------------------------------------------------------------------
                                                     YEAR           YEAR           YEAR           YEAR           YEAR  
                                                    ENDED          ENDED          ENDED          ENDED          ENDED  
                                                  SEPT. 30,      SEPT. 30,      SEPT. 30,      SEPT. 30,      SEPT. 30,
                                                     2006           2005           2004           2003           2002  
                                                     ----           ----           ----           ----           ----  
                                                                                                                       

Per Share Data:                                                                                                        
   Net asset value, beginning of period              $5.29          $5.56          $6.68          $8.14          $6.23 
                                                     -----          -----          -----          -----          ----- 

Income from investment operations:                                                                                     
   Net investment income (loss)(1)<F26>(2)<F27>       0.11          (0.04)         (0.07)         (0.10)          0.01 
   Net realized and unrealized                                                                                         
     gains (losses) on investments                    0.26          (0.24)         (0.75)         (0.94)          2.03 
                                                     -----          -----          -----          -----          ----- 
   Total from investment operations                   0.37          (0.28)         (0.82)         (1.04)          2.04 
                                                     -----          -----          -----          -----          ----- 

Redemption fees                                       0.00(4)<F29>   0.01           0.00(4)<F29>     --             -- 
                                                     -----          -----          -----          -----          ----- 

Less distributions:                                                                                                    
   Dividends from net investment income              (0.04)            --          (0.30)         (0.18)         (0.13)
   Distributions from net realized gains                --             --             --          (0.24)            -- 
                                                     -----          -----          -----          -----          ----- 
   Total distributions                               (0.04)            --          (0.30)         (0.42)         (0.13)
                                                     -----          -----          -----          -----          ----- 
Net asset value, end of period                       $5.62          $5.29          $5.56          $6.68          $8.14 
                                                     -----          -----          -----          -----          ----- 
                                                     -----          -----          -----          -----          ----- 

Total return                                          7.14%         (4.86)%       (12.72)%       (13.21)%        34.18%

Supplemental data and ratios:                                                                                          
   Net assets, end of period (000's)               $31,283        $19,029        $15,971        $13,059         $7,842 

   Ratio of total expenses to average net assets      3.24%          3.33%          3.03%          3.05%          3.04%
   Ratio of dividends on short positions                                                                               
     to average net assets                            0.72%          0.73%          0.44%          0.44%          0.40%

   Ratio of expenses to average net assets                                                                             
     excluding dividends on short positions:                                                                           
       Before expense reductions                      2.52%          2.60%          2.59%          2.61%          2.64%
       After expense reductions(5)<F30>               2.52%          2.60%          2.58%          2.58%          2.59%

   Ratio of net investment income (loss)                                                                               
     to average net assets                            1.85%         (0.78)%        (1.13)%        (1.46)%         0.18%

   Portfolio turnover rate(3)<F28>                     104%           129%           138%           178%           266%

(1)<F26>   Net investment income (loss) per share before dividends on short     
       positions for the periods ended September 30, 2006, September 30,
     2005, September 30, 2004, September 30, 2003, and September 30,
2002, was $0.14, $(0.00)(4), $(0.04), $(0.07), and $0.04, 
respectively.                                             
(2)<F27>   Net investment income (loss) per share represents net investment     
        income (loss) divided by the average shares outstanding throughout
the period.                                               
(3)<F28>   Portfolio turnover is calculated on the basis of the Fund as a whole 
  without distinguishing between the classes of shares issued.
(4)<F29>   Amount calculated is less than $0.005.                               
(5)<F30>   See Note 5 in Notes to the Financial Statements.                     

See notes to the financial statements.

PRUDENT GLOBAL INCOME FUND                                                      
FINANCIAL HIGHLIGHTS (CONT.)                                                    

Selected per share data is based on a share outstanding throughout each period. 

                                                        [Enlarge/Download Table]
                                             YEAR           YEAR           YEAR           YEAR           YEAR         
                                            ENDED          ENDED          ENDED          ENDED          ENDED         
                                          SEPT. 30,      SEPT. 30,      SEPT. 30,      SEPT. 30,      SEPT. 30,       
                                             2006           2005           2004           2003           2002         
                                             ----           ----           ----           ----           ----         
                                                                                                                      

Per Share Data:                                                                                                       
   Net asset value, beginning of period     $11.53         $12.41         $12.49         $11.15         $ 9.31        
                                            ------         ------         ------         ------         ------        

Income from investment operations:                                                                                    
   Net investment income                      0.17(2)<F32>   0.12(2)<F32>   0.16(2)<F32>   0.11(1)<F31>   0.14(1)<F31>
   Net realized and unrealized                                                                                        
     gains (losses) on investments            0.68          (0.03)          0.35           1.65           1.94        
                                            ------         ------         ------         ------         ------        
   Total from investment operations           0.85           0.09           0.51           1.76           2.08        
                                            ------         ------         ------         ------         ------        

Redemption fees                               0.00(3)<F33>   0.00(3)<F33>   0.00(3)<F33>     --             --        
                                            ------         ------         ------         ------         ------        

Less distributions:                                                                                                   
   Dividends from net investment income      (0.02)         (0.81)         (0.55)         (0.28)         (0.23)       
   Distributions from net realized gains     (0.06)         (0.12)         (0.04)         (0.14)         (0.01)       
   Return of capital                            --          (0.04)            --             --             --        
                                            ------         ------         ------         ------         ------        
   Total distributions                       (0.08)         (0.97)         (0.59)         (0.42)         (0.24)       
                                            ------         ------         ------         ------         ------        
Net asset value, end of period              $12.30         $11.53         $12.41         $12.49         $11.15        
                                            ------         ------         ------         ------         ------        
                                            ------         ------         ------         ------         ------        

Total return                                  7.47%          0.56%          4.15%         16.03%         22.54%       

Supplemental data and ratios:                                                                                         
   Net assets, end of period (000's)      $346,227       $343,011       $462,762       $480,104       $126,191        

   Ratio of operating expenses                                                                                        
     to average net assets:                                                                                           
       Before expense reductions              1.27%          1.31%          1.31%          1.34%          1.55%       
       After expense reductions(4)<F34>       1.27%          1.31%          1.27%          1.34%          1.50%       

   Ratio of net investment income                                                                                     
     to average net assets                    1.43%          0.97%          1.24%          0.69%          1.34%       

   Portfolio turnover rate                      57%           232%            98%           117%            82%       

(1)<F31>   Net investment income per share is calculated using ending balances  
      prior to consideration of adjustments for permanent book and tax
differences.                                              
(2)<F32>   Net investment income per share represents net investment income     
      divided by the average shares outstanding throughout the period.
(3)<F33>   Amount calculated is less than $0.005.                               
(4)<F34>   See Note 5 in Notes to the Financial Statements.                     

See notes to the financial statements.

PRUDENT BEAR FUND                                                               
SCHEDULE OF INVESTMENTS                                                         
SEPTEMBER 30, 2006                                                              

                                                        [Enlarge/Download Table]
   SHARES                                                                                                             VALUE     
   ------                                                                                                             -----     
                                                                                                                                
                 COMMON STOCKS -- 15.7%                                                                                         

                 BASIC MATERIALS -- 10.2%                                                                                       
   1,500,000     Alberta Star Development Corp.(a)<F35>                                                            $  2,160,591 
   1,000,000     Alberta Star Development Corp. (Acquired 9/20/05, Cost $333,753)(a)<F35>(b)<F36>(c)<F37>(d)<F38>     1,440,394 
     900,000     Anatolia Minerals Development Ltd.                                                                             
                   (Acquired 12/15/04, Cost $1,275,345)(a)<F35>(b)<F36>(c)<F37>(d)<F38>                               3,035,563 
     714,715     Aquiline Resources, Inc.(a)<F35>                                                                     2,794,278 
     275,000     Aurora Energy Resources, Inc. (Acquired 3/22/06, Cost $850,662)(a)<F35>(b)<F36>(c)<F37>(d)<F38>      2,337,285 
   5,512,798     Capstone Mining Corp.(a)<F35>(e)<F39>                                                                7,792,638 
     592,000     Capstone Mining Corp.                                                                                          
                   (Acquired 12/21/05 & 5/12/06, Cost $617,436)(a)<F35>(b)<F36>(c)<F37>(d)<F38>(e)<F39>                 836,824 
     705,883     Capstone Mining Corp. (Acquired 5/11/06, Cost $805,208)(a)<F35>(b)<F36>(c)<F37>(d)<F38>(e)<F39>        997,804 
   1,363,778