BATTERY PARK FUNDS INC
497, 2000-02-17
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BATTERY PARK(SM) HIGH YIELD FUND

PROSPECTUS DATED JANUARY 28, 2000


This Prospectus should be retained for future reference.


Battery Park(SM)Funds, Inc. currently offers one series in two share classes to
investors-the Battery Park(SM)High Yield Fund. The Fund is diversified and its
investment objective is to provide shareholders with high total return
consisting of current income and capital appreciation.

This prospectus has information you should know before you invest. Please read
it carefully and keep it with your investment records.


1-888-254-2874


- --------------------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

TABLE OF CONTENTS


RISK/RETURN SUMMARY  .........................................................3
PAST PERFORMANCE .............................................................5
FUND EXPENSES  ...............................................................6
INVESTMENT OBJECTIVE .........................................................7
PRINCIPAL INVESTMENT STRATEGIES  .............................................7
PRINCIPAL INVESTMENT RISKS ...................................................9
MANAGEMENT OF THE FUND .......................................................11
DISTRIBUTION OF SHARES .......................................................12
DISTRIBUTOR ..................................................................12
DISTRIBUTION PLAN  ...........................................................12
DESCRIPTION OF CLASSES .......................................................13
PURCHASING SHARES ............................................................15
OPENING AN ACCOUNT ...........................................................15
REDEEMING SHARES .............................................................17
ACCOUNTS WITH LOW BALANCES ...................................................18
SIGNATURE GUARANTEES  ........................................................19
EXCHANGING SHARES ............................................................19
REINSTATEMENT PRIVILEGE  .....................................................19
PRICE OF SHARES  .............................................................20
REINVESTMENT OF DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS  ....................20
TAXES  .......................................................................20
RETIREMENT PLANS .............................................................21
YEAR 2000 ISSUE ..............................................................21
FINANCIAL HIGHLIGHTS  ........................................................22
OTHER INFORMATION  ...........................................................24
FOR MORE INFORMATION ..........................................SEE THE LAST PAGE



RISK/RETURN SUMMARY
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The goal of the Battery Park(SM)High Yield Fund ("the Fund") is to provide
shareholders with high total return, consisting of current income and capital
appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective primarily by investing in
medium and lower quality fixed income securities (commonly referred to as "junk
bonds") of U.S. companies. Debt securities may include units of high yield
securities including warrants, convertible and non-convertible debt securities,
preferred stock, increasing rate, resettable and extendable notes, contingent
interest securities, pay-in-kind bonds or notes and zero coupon bonds or notes.
In seeking capital appreciation, in addition to the investment in debt
securities described above, the Fund also may invest in common stock, rights or
other equity securities, which do not offer high current income, but offer the
potential for capital appreciation. The Fund may also invest in foreign and
emerging markets. The Investment Adviser does not manage the portfolio on the
basis of maturity, and the maturity of the portfolio will vary from time to
time.

PRINCIPAL RISKS OF THE FUND

Investing in junk bonds involves special considerations and certain risks
because such securities are regarded as being very speculative as to the
issuer's ability to make payments of principal and interest. Such instruments
may be volatile, may be more sensitive to economic and market changes than
higher rated bonds and may be difficult to sell at the time or price the Fund
would like. Fixed income securities generally may fluctuate in value in response
to interest rate changes or other factors that may affect a particular issuer or
obligation. Generally, when interest rates go up, the value of debt instruments
goes down. Longer term debt instruments are more sensitive to interest rate
changes than are shorter term instruments.

The Fund may invest in foreign securities. Foreign investing involves special
risks including the possibility of substantial volatility due to adverse
political, economic or other developments. Foreign securities may also be less
liquid and harder to value than U.S. securities. These risks are greater for
investments in emerging markets.

Equity investments are subject to stock market risks and significant
fluctuations in value. If the stock market declines in value, the value of the
Fund's investments is likely to decline in value. You should consider these
risks carefully before investing in this Fund. If the value of the Fund's
investments goes down, you may lose money.

WHO MAY WANT TO INVEST

This Fund may be appropriate for investors who:

o wish to invest for the long term.

o want to allocate some portion of their long-term investments to aggressive
fixed income investing.

o are willing to accept a high degree of volatility and risk.

This Fund may not be appropriate for investors who:

o are investing for the short term.

o are risk adverse


PAST PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart and table below illustrate the variability of the Battery
Park(SM)High Yield Fund's returns. The bar chart indicates the risks of
investing in the Fund by showing the changes in the Fund's performance from year
to year (on a calendar year basis). The table shows how the Fund's average
annual returns for one-year and since inception compare with those of the
Merrill Lynch High Yield Master II Index, a broad measure of market performance.
THE FUND'S PAST PERFORMANCE IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
WILL PERFORM IN THE future.

Battery Park High Yield Fund - Y Shares
Calendar Year Returns as of 12/31

1997     18.31%
1998     0.22%
1999     6.11%

Best Quarter:3 months ending 9/30/97 6.28%
Worst Quarter:3 months ending 9/30/98 -6.37%

Class Y shares do not impose any sales charges and therefore the returns shown
above are actual returns for Class Y shares. Returns for Class A shares are
lower than Class Y because of the sales charges imposed.

<TABLE>
<CAPTION>
                                                                                             Since Inception
Average annual total return through 12/31/99(1)                                  1 Year            (2)
- ------------------------------------------------------------- ------------------ ---------- ------------------
<S>                                                           <C>                <C>        <C>
Battery ParkSM High Yield Fund                                A Shares(3)        0.93%            7.86%
- ------------------------------------------------------------- ------------------ ---------- ------------------
                                                              Y Shares           6.11%            9.74%
- ------------------------------------------------------------- ------------------ ---------- ------------------
Merrill Lynch High Yield Master II Index (4)                                     2.51%            6.92%
- ------------------------------------------------------------- ------------------ ---------- ------------------
</TABLE>

            FOR UPDATED YIELD INFORMATION PLEASE CALL 1-888-254-2874.

(1) Management fee and expense waivers are reflected in the average annual total
returns shown above. If management did not provide waivers, the returns would be
lower than those shown.

(2) Both Classes A and Y shares commenced operations on October 28, 1996.

(3) The average annual total returns for Class A shares reflects the maximum
sales charge of 4.50%.

(4) Source: Merrill Lynch & Co. The Merrill Lynch High Yield Master II Index is
a publicly reported unmanaged composite benchmark of the hypothetical return on
investment on approximately 900 high yield debt securities of at least $100
million ranging in rating from Ba1 to C by Moody's Investors Service Inc., and
BB+ to C by Standard & Poor's. The Index has no cash component or transaction
costs and is trader priced. Approximately 10% of the Index is comprised of
deferred interest bonds and pay-in-kind bonds in addition to cash pay bonds.


FUND EXPENSES
- --------------------------------------------------------------------------------

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(fees paid directly from your investment)                         Class A        Class Y
- ----------------------------------------------------------------- -------------- ------------
<S>                                                                <C>            <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)                               4.50%(1)       None
- ----------------------------------------------------------------- -------------- ------------
Maximum Deferred Sales Charge (Load)
(as a percentage of offering price)                               None           None
- ----------------------------------------------------------------- -------------- ------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends       None           None
- ----------------------------------------------------------------- -------------- ------------
Redemption Fee                                                    None           None
- ----------------------------------------------------------------- -------------- ------------
Exchange Fee                                                      None           None
- ----------------------------------------------------------------- -------------- ------------
</TABLE>

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(expenses deducted from Fund assets)                               Class A        Class Y
- ----------------------------------------------------------------- -------------- ------------
<S>                                                               <C>            <C>
Management Fees                                                   0.65%          0.65%
- ----------------------------------------------------------------- -------------- ------------
Distribution and Service (12b-1) Fees                             0.25%          None
- ----------------------------------------------------------------- -------------- ------------
Other Expenses                                                    1.32%          1.18%
- ----------------------------------------------------------------- -------------- ------------
Total Annual Fund Operating Expenses                              2.22%          1.83%
- ----------------------------------------------------------------- -------------- ------------
         Less Expense Reimbursement                               0.97%          0.83%
- ----------------------------------------------------------------- -------------- ------------
Net Expenses (2)                                                  1.25%          1.00%
- ----------------------------------------------------------------- -------------- ------------
</TABLE>

(1)  Class A shares of the Fund held in accounts of financial planners or
     individuals will convert to Class Y shares when the aggregate value of the
     Class A shares in such account reaches $1 million or more. See "Purchasing
     of Shares."

(2)  Pursuant to an Expense Waiver and Reimbursement Agreement dated as of
     November 29, 1999, the Investment Adviser has agreed to limit each Class's
     Net Annual Fund Operating Expenses to the amounts shown in the table for
     the fiscal year of the Fund beginning October 1, 1999 and ending September
     30, 2000. At October 1, 2000, the Investment Adviser may in its discretion
     agree to continue, modify or discontinue this waiver and reimbursement
     arrangement.

EXAMPLE

The example below is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

This example assumes that:

1. You invest $10,000 in the Fund for the time periods indicated and then redeem
all of your shares at the end of those periods, 2. You reinvested all dividends
and capital gains distributions, 3. Your investment has a 5% return each year,
and 4. The Fund's operating expenses remain the same.

Although your actual costs may be higher or lower, based on these assumptions
your costs would be:



                                             Class A        Class Y
- -------------------------------------------- -------------- ---------------
1 Year                                       $ 572          $ 102
- -------------------------------------------- -------------- ---------------
3 Years                                      $1,024         $ 495
- -------------------------------------------- -------------- ---------------
5 Years                                      $1,502         $ 913
- -------------------------------------------- -------------- ---------------
10 Years                                     $2,817         $2,080
- -------------------------------------------- -------------- ---------------


Class descriptions are on page 13.


INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------


The investment objective of the Battery Park High Yield Fund is to provide
shareholders with high total return, consisting of current income and capital
appreciation. The Fund cannot assure you that it will reach its investment
objective.



PRINCIPAL INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

The Fund attempts to achieve its investment objective by investing primarily in
medium and lower-quality fixed income securities of U.S. companies. Under normal
circumstances, the Fund will invest at least 80% of its total assets in fixed
income securities rated as follows:

o Ba1 or lower by Moody's Investors Service, Inc. (Moody's)
o BB+ or lower by Standard & Poor's (S&P), or
o unrated securities of comparable quality

There is no minimum rating in which the Fund may invest, and as a result, the
Fund may purchase or hold securities in the lowest rating categories. Debt
securities rated below Baa by Moody's or below BBB by S&P, and unrated
securities of comparable quality are commonly known as high yield or "junk
bonds."

The high yield market is generally defined as including bonds with ratings below
investment grade. However, when economic conditions cause a narrowing of spreads
between the yields received from medium to lower rated or comparable non-rated
securities and those received from higher rated securities, the Fund may invest
in higher rated fixed income securities which provide similar yields with less
risk. Since some issuers do not seek ratings for their securities, unrated
securities of similar quality will also be considered for investment. However,
the Fund will only purchase unrated securities when the Investment Adviser
believes that the issuers' financial condition, or the protection provided by
the terms of the securities themselves, limit the risk to the Fund to a
comparable degree to that of the rated securities in which the Fund invests.

When buying junk bonds, the Investment Adviser considers, among other things,
the issuer's

o financial resources
o sensitivity to economic conditions and trends
o operating history
o quality of management, and
o regulatory matters.

The Fund will invest in a variety of high yield, high current-income securities,
which may include

o Units of High Yield Securities (corporate bonds or notes combined with
  warrants to purchase common stock of the issuer)

o Preferred Stock (equity securities with fixed dividend rates and liquidation
  preferences which are senior to the rights of common stockholders)

o Convertible Debt Securities (corporate bonds or notes convertible at the
  option of the holder into common stock of the issuer)

o Zero Coupon Instruments (corporate bonds or notes issued at a discount to
  principal amount, which for some stipulated period of time do not pay cash
  interest but accrete interest payments)

o Increasing Rate and Resettable and Extendable Notes (debt instruments the
  coupon and maturity of which are subject to adjustment by the terms of the
  instrument)

o Contingent Interest Securities (debt instruments the payment of interest on
  which is subject to conditions set forth in the terms of the instrument)

o Pay-in-Kind Notes or Bonds (debt instruments the interest obligations on
  which may be satisfied by issuance of additional debt instruments)

In seeking capital appreciation, in addition to investment in debt securities
described above, the Fund also may invest in common stock, rights or other
equity securities which do not provide high current income but offer the
potential for capital appreciation.

The Fund may also invest up to 25% of its assets in securities issued by
non-U.S. issuers. As part of its foreign investments, up to 15% of the Fund's
total assets may be invested in securities of issuers in emerging markets. All
of the Fund's foreign investments will be denominated in U.S. dollars.

The Investment Adviser does not manage the portfolio on the basis of maturity,
and the maturity of the portfolio will vary from time to time. To respond to
adverse market, economic, political or other conditions as a temporary defensive
measure, the Fund may invest up to 100% of its assets in cash or short-term,
high quality securities.

These securities include:

o U.S. government securities
o U.S. government agency or instrumentality securities
o domestic bank or savings institution certificates of deposit
o repurchase agreements
o short-term debt securities such as commercial paper and other corporate debt
o bankers' acceptances

To the extent the Fund engages in this temporary defensive strategy, the Fund
may not achieve its investment objective.

The Fund's investment strategy may result in high turnover rates which may
increase the Fund's short-term capital appreciation. Rapid portfolio turnover
also exposes taxable shareholders to a higher current realization of capital
gains and could cause you to pay higher taxes.


PRINCIPAL INVESTMENT RISKS
- --------------------------------------------------------------------------------

HIGH YIELD (JUNK) BONDS

Junk bonds are debt securities that are rated below investment grade by the
major rating agencies or are unrated securities that Fund management believes
are of comparable quality. Although junk bonds generally pay higher rates of
interest than investment grade bonds, they are high-risk investments that may
cause income and principal losses for the Fund. Junk bonds generally are less
liquid and experience more price volatility than higher rated debt securities.
The issuers of junk bonds may have a larger amount of outstanding debt relative
to their assets than issuers of investment grade bonds. In the event of an
issuer's bankruptcy, claims of other creditors may have priority over the claims
of junk bond holders, leaving few or no assets available to repay junk bond
holders. Junk bonds may be subject to greater call and redemption risk than
higher rated debt securities. During an economic downturn or a sustained period
of rising interest rates, issuers of junk bonds may be more likely to experience
financial stress, especially if such issuers are highly leveraged. During
periods of economic recession, such issuers may not have sufficient revenues to
meet their interest payment obligations. The issuer's ability to service its
debt obligations also may be adversely affected by specific issuer developments
or the issuer's inability to meet specific projected business forecasts or the
unavailability of additional financing. The risk of loss due to default by the
issuer is significantly greater for the holders of junk bonds because such
securities may be unsecured and may be subordinated to other creditors of the
issuer. In addition, the Fund may incur additional expenses to the extent it is
required to seek recovery upon a default on a portfolio holding or participate
in the restructuring of the obligation.

The following list explains the specific risks of junk bonds:

CREDIT RISKS:According to various rating agencies, junk bonds (i.e., bonds rated
BB and lower by S&P or B and lower by Moody's) are more speculative than other
securities. Issuers of junk bonds may be highly leveraged and may not be able to
take advantage of traditional methods of financing. As a result, these bonds are
more susceptible to weakened economic conditions and their market values tend to
reflect developments of individual issuers to a greater extent than higher-rated
securities. As a result, the risk associated with purchasing bonds from such
issuers is generally higher than purchasing higher-rated securities.

LIQUIDITY RISKS:The Fund may have difficulty disposing of certain junk bonds
because there may be a thin trading market for such securities. To the extent
that a secondary trading market for junk bonds does exist, it is generally not
as liquid as the secondary market for higher-rated securities. Reduced secondary
market liquidity may have an adverse effect on market price and the Fund's
ability to dispose of particular securities. This may make it more difficult to
meet the Fund's liquidity needs or to respond to specific economic events such
as deterioration in the creditworthiness of the issuer.

INTEREST RATE RISKS:As with all fixed income securities, changes in the market
yield will affect the Fund's net asset value because the prices of junk bonds
generally increase when interest rates decline and decrease when interest rates
rise. Prices of longer-term securities generally fluctuate more in response to
interest rate changes than do shorter-term securities.

PRICING RISKS:Reduced secondary market liquidity for certain junk bonds also may
make it more difficult for the Fund to obtain accurate market quotations for
purposes of valuing the Fund's portfolio. Market quotations are generally
available for many junk bonds only from a limited number of dealers and may not
necessarily represent firm bids of those dealers or prices for actual sales. The
Fund's directors, or the investment adviser following guidelines adopted by the
directors, will carefully consider the factors affecting the market for junk
bonds in determining whether a particular security is liquid or illiquid and
whether market quotations are readily available for purposes of valuing
portfolio securities.

PRICE VOLATILITY RISKS: The prices of junk bonds tend to fluctuate more than the
prices of higher rated securities.

REINVESTMENT RISKS: Junk bonds may have call or redemption features, which would
permit an issuer to repurchase the bonds from the Fund. If an issuer exercises a
call during a period of declining interest rates, the Fund would likely have to
replace the called securities with lower-yielding securities, which would
decrease the net investment income to the Fund and decrease your dividends.

BOND SELECTION RISK: In purchasing junk bonds, the Fund relies on the Investment
Adviser's judgment, analysis and experience in evaluating the creditworthiness
of an issuer.

FOREIGN AND EMERGING MARKET SECURITIES

As stated above, the Fund may invest up to 25% of its assets in foreign
securities. Foreign securities may be substantially riskier than domestic
investments. The economies of foreign countries may differ from the U.S. economy
in such respects as growth of gross domestic product, rate of inflation,
currency depreciation, capital reinvestment, resource self-sufficiency, and
balance of payments position. Furthermore, the economies of emerging and
developing countries generally are heavily dependent on international trade and,
accordingly, have been, and may continue to be, adversely affected by trade
barriers, exchange controls, managed adjustments in relative currency values and
other protective measures imposed or negotiated by the countries with which they
trade. These economies also have been, and may continue to be, adversely
affected by economic conditions in the countries with which they trade.
Investments in foreign markets may also be adversely affected by political
instability or by governmental actions such as the imposition of capital
controls, nationalization of companies or industries, expropriation of assets or
the imposition of punitive taxes.

STOCK MARKET RISKS

As stated above, the Fund may invest a portion of its portfolio in equity
securities to achieve capital appreciation. Equity securities are subject to
stock market risks and significant fluctuations in value. If the stock market
declines in value, the Fund is likely to decline in value. To the extent the
Fund invests in equity securities, you could lose money if the value of the Fund
declines.

The Statement of Additional Information (the "SAI") contains more information
about the Fund and the types of securities in which it may invest. The SAI also
contains an Appendix that provides a detailed list of the bond rating
categories.


MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

The investment adviser for the Fund is Nomura Corporate Research and Asset
Management Inc. ("NCRAM" or "Investment Adviser"). NCRAM is located at 2 World
Financial Center, Building B, New York, New York 10281-1198. The investment
decisions NCRAM makes for the Fund are subject to the supervision of the Fund's
board of directors. The Investment Adviser conducts investment research and
supervision for the Fund and is responsible for the purchase and sale of
securities for the Fund's portfolios. The Investment Adviser charges a fee of
0.65% for each class of shares for its services; however, the Investment Adviser
waived management fees, and reimbursed certain expenses of the Fund, for the
fiscal year ended September 30, 1999 to the extent necessary to limit the Fund's
annualized expenses for that period to the annual rate of 1.25% of average daily
net assets for Class A shares and 1.00% of average daily net assets for Class Y
shares. Pursuant to an Expense Waiver and Reimbursement Agreement dated as of
November 29, 1999, the Investment Adviser has agreed to the same waiver and
reimbursement arrangement for the fiscal year of the Fund beginning October 1,
1999 and ending September 30, 2000. At October 1, 2000, the Investment Adviser
may in its discretion agree to continue, modify or discontinue this waiver and
reimbursement arrangement. As of September 30, 1999, NCRAM managed $2.2 billion
in high yield bonds.

PORTFOLIO MANAGER

Richard A. Buch, CFA, has been the Senior Portfolio Manager of the Fund since
its inception on October 28, 1996. Mr. Buch joined NCRAM in 1993 as Senior Vice
President and served as a Director of NCRAM until 1995. In 1995, Mr. Buch became
a Managing Director of the Investment Adviser and in 1996 became one of the
Investment Adviser's board members. He has extensive experience in credit
selection and managing high yield portfolios. Prior to 1993, Mr. Buch was a
Senior Vice President and High Yield Portfolio Manager for Kidder Peabody High
Yield Asset Management. Mr. Buch received his MBA from Cornell University in
1985 and a Bachelor of Science in Management from State University of New York
at Binghamton. He is a Chartered Financial Analyst and a member of the
Association for Investment Management Research.

FUND ADMINISTRATION, FUND ACCOUNTING, TRANSFER AGENT AND CUSTODY SERVICES

Firstar Mutual Fund Services, LLC, located in Milwaukee, Wisconsin, provides
administrative, accounting and transfer agency services to the Fund. Firstar
Bank, N.A. serves as custodian for the Fund.


DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

DISTRIBUTOR

Nomura Securities International, Inc., (the "Distributor") an affiliate of the
Fund's Investment Adviser, serves as distributor for shares of the Fund. The
Distributor is registered as a broker-dealer and is a member of the National
Association of Securities Dealers.

The Distributor selects brokers, dealers and financial institutions to enter
into agreements to sell the Fund's shares. The Distributor also provides
marketing and shareholder servicing support for the Fund and coordinates the
distribution activities of the Fund, its service providers and selling dealers.

DISTRIBUTION PLAN

The Fund has adopted a distribution plan for Class A shares according to Rule
12b-1 under the Investment Company Act of 1940. Under the distribution plan,
Class A shares may pay up to an annual rate of 0.25% of 1% of the average daily
net asset value of Class A shares to the Distributor. The Distributor uses this
fee to finance activities that promote the sale of the Class A shares. Such
activities include, but are not necessarily limited to, advertising, printing
and mailing prospectuses to persons other than current shareholders, printing
and mailing sales literature, and compensating underwriters, dealers and sales
personnel.

Rule 12b-1 fees are paid out of Fund assets on an on-going basis. Over time,
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges.


DESCRIPTION OF CLASSES
- --------------------------------------------------------------------------------

The Fund offers its shares in two classes at a public offering price equal to
the next determined net asset value per share plus, in the case of Class A
shares, a sales charge imposed at the time of purchase. Each Class A share and
Class Y share represents an identical interest in the Fund and have the same
rights, except that Class A shares bear the expenses of the ongoing distribution
fees as explained above and Class A shares may be converted to Class Y shares.
The Fund or Distributor may suspend the continuous offering of any class of Fund
shares at any time in response to conditions in the securities markets and may
resume offering a class at any time thereafter. Each class is described in
greater detail below.

CLASS A SHARES

Class A shares are retail shares and may be purchased by individuals or IRAs.
With Class A shares, you will likely pay a sales charge when you invest. Class A
shares also impose a Rule 12b-1 fee (as discussed above) which is assessed
against the shares of the Fund. If you purchase Class A shares of the Fund, you
will pay the net asset value next determined after your order is received plus a
sales charge (shown in percentages below) depending on the amount of your
investment:

<TABLE>
<CAPTION>
                                     SALES CHARGE AS OF            SALES CHARGE AS OF           DISCOUNT TO SELECTED
                                    PERCENTAGE OF PUBLIC        PERCENTAGE OF NET AMOUNT     DEALERS AS A PERCENTAGE OF
AMOUNT OF PURCHASE                     OFFERING PRICE                   INVESTED                   OFFERING PRICE
- ------------------------------- ----------------------------- ----------------------------- -----------------------------
<S>                             <C>                           <C>                           <C>
Less than $50,000                          4.50%                         4.71%                         4.00%
- ------------------------------- ----------------------------- ----------------------------- -----------------------------
$50,000-$99,999                            4.00%                         4.17%                         3.50%
- ------------------------------- ----------------------------- ----------------------------- -----------------------------
$100,000-$249,999                          3.25%                         3.36%                         2.75%
- ------------------------------- ----------------------------- ----------------------------- -----------------------------
$250,000-$499,999                          2.50%                         2.56%                         2.25%
- ------------------------------- ----------------------------- ----------------------------- -----------------------------
$500,000-$999,999                          2.00%                         2.04%                         1.80%
- ------------------------------- ----------------------------- ----------------------------- -----------------------------
$1 million +                               0.00%                         0.00%                          N/A
- ------------------------------- ----------------------------- ----------------------------- -----------------------------
</TABLE>


WAIVERS AND FEE REDUCTIONS

YOU WILL NOT HAVE TO PAY A SALES CHARGE WHEN PURCHASING CLASS A SHARES IF YOU
ARE:

1. A registered representative or employee of a broker-dealer that has a dealer
agreement with the Distributor.

2. Participating in the NAV Transfer Program. To participate in the NAV Transfer
Program, you must show proof that within 90 days prior to purchasing Class A
shares of the Fund, you redeemed shares from any load or no-load mutual fund
(other than the Fund) including money market funds. Adequate proof includes
providing a completed qualification form and a statement showing the value
liquidated from the other mutual fund.

3. A qualified investor or other entity ("Qualified Investors"). Qualified
Investors include:

o U.S. purchasers which place orders through a broker that maintains an omnibus
account with the Fund and makes such purchases:

a) through U.S. investment advisers or financial planners placing trades for
their accounts or the accounts of their clients, and who charge a fee for their
services;

b) for U.S. clients of such investment adviser or financial planner who place
trades for their own accounts if the accounts are linked to a master account of
such investment adviser or financial planner on the books and records of the
broker or agent;

c) for U.S. retirement and deferred compensation plans, and trusts used to fund
those plans, including but not limited to those defined in section 401(a),
403(b) or 457 of the Code or "rabbi trusts;" or

d) using the proceeds of a redemption of shares of another registered open-end
investment company; charitable organizations (as defined in section 501(c) of
the Code) investing $100,000 or more.

o any U.S. pension fund, corporation, state or local government, Taft Hartley
  plan, foundation and/or endowment which is a client of a consulting firm,
  if that firm has made appropriate arrangements with the Fund, NCRAM or any
  of its affiliates of NCRAM with respect to furnishing advice to the client
  or with respect to the purchase of Fund shares by such client;

o accounts as to which a U.S. bank or broker-dealer charges an account
  management fee, provided the bank or broker-dealer has an agreement with NCRAM
  or any of its affiliates relating to investment in the Fund;

o U.S. investors, and their spouses and minor children, who are investment
  advisory clients of NCRAM or any of its affiliates or who are affiliated
  persons or sponsoring companies of those clients; and

o employees (and their spouses and minor children) of the Investment Adviser.

YOU MAY HAVE THE SALES CHARGE REDUCED IF:

1. You aggregate your purchases of $50,000 or more made within a 13-month period
using a letter of intention with your first purchase. The letter of intention is
not a binding obligation to purchase any amount of Class A shares; however, if
you meet the terms of the letter of intention, you will pay lower sales charges
according to the table shown above.

2. You are a selected dealer with a dealer agreement with the Distributor. The
Distributor allows discounts to selected dealers and retains the balance over
such discounts. The Distributor may waive the entire sales charge to dealers.

CLASS Y SHARES

Class Y shares are offered at net asset value without a sales charge to you if
you invest at least $1 million in the Fund. You may also purchase Class Y shares
through a fee-based financial planner whose clients have a current investment in
the Fund totaling at least $1 million. Directors of the Fund may purchase Class
Y shares even if they do not have at least $1 million invested in the Fund. In
addition, retirement plans administered by the Investment Adviser or its
affiliates for the benefit of employees of the Investment Adviser and its
affiliates may purchase Class Y shares for less than $1 million. If you purchase
Class Y shares of the Fund you will pay the NAV next determined after your order
is received. There is no sales charge on this class at the time you purchase
your shares.

CONVERSION OF CLASS A SHARES TO CLASS Y SHARES

As a single investor of Class A shares, when your aggregate net investments
reach $1 million, you may have your shares converted into Class Y shares if you
send a written request to the Fund's transfer agent. Likewise, clients of
securities dealers or fee-based financial planners that have appropriate
arrangements with the Fund or the Investment Adviser may have their Class A
shares converted into Class Y shares if they send a written request to the
Fund's transfer agent. Once your shares have been converted, you (or your
securities dealer) will be offered Class Y shares as long as you (or your
securities dealer) have at least $1 million invested in the Fund at the time the
Fund receives your next purchase order. Eligible shares will be converted from
Class A to Class Y at net asset value on the day the transfer agent receives
your written request. There is no charge for the conversion. Requests for
conversion should be sent to the Fund's transfer agent at the following address:

BY REGULAR MAIL                            BY OVERNIGHT DELIVERY
Battery Park Funds                         Battery Park Funds
c/o Firstar Mutual Fund Services, LLC      c/o Firstar Mutual Fund Services, LLC
P.O. Box 701                               615 East Michigan Street, Third Floor
Milwaukee, WI  53201-0701                  Milwaukee, WI  53202


PURCHASING SHARES
- --------------------------------------------------------------------------------

OPENING AN ACCOUNT

To open an account, first determine if you are buying Class A or Y shares (see
page 13 for class descriptions). The minimum initial and subsequent investment
purchase amounts are as follows:

Minimum Initial Purchase


                                     MINIMUM INITIAL       MINIMUM SUBSEQUENT
                                        PURCHASE           PURCHASE*
- -------------------------------- ------------------------ --------------------
Class A Shares                          $ 1,000                  $100
- -------------------------------- ------------------------ --------------------
Class Y Shares                          $1,000,000               $100
- -------------------------------- ------------------------ --------------------
* $50 for automatic investment plan.


METHODS OF BUYING

BY TELEPHONE. If you are purchasing Class Y shares, call Battery Park(SM)Funds,
Inc. at 1-888-254-2874 to place your order. (Note: For security reasons,
requests by telephone will be recorded.) If you are purchasing Class A shares,
call your dealer directly.

BY MAIL. Fill out the account application form and make your check payable to
"Battery Park Funds." Forward the check and your application to the address
below. No third party checks will be accepted. If your check is returned for any
reason, a $25 fee will be assessed against your account. To add to your account,
fill out the investment stub from an account statement and write the Fund's name
and account number on your check. Make your check payable to "Battery Park
Funds" and forward the check and stub to the address below.

BY REGULAR MAIL                            BY OVERNIGHT DELIVERY
Battery Park Funds                         Battery Park Funds
c/o Firstar Mutual Fund Services, LLC      c/o Firstar Mutual Fund Services, LLC
P.O. Box 701                               615 East Michigan Street, Third Floor
Milwaukee, WI  53201-0701                  Milwaukee, WI  53202

NOTE: THE FUND DOES NOT CONSIDER THE U.S. POSTAL SERVICE OR OTHER INDEPENDENT
DELIVERY SERVICES TO BE ITS AGENTS.

BY FEDERAL FUNDS WIRE. You may not open an account with a wire. You must first
forward your application and check to Battery Park(SM)Funds, Inc. at the above
address. To make subsequent purchases, call Battery Park(SM)Funds, Inc. at
1-888-254-2874 to notify of your incoming wire. You should use the following
instructions:

Firstar Bank, N.A.
Milwaukee, WI  53202
ABA # 075000022
Credit: Firstar Mutual Fund Services, LLC
Account #: 112-952-137
Further Credit: Batter Park High Yield Fund, Class __
                (Your name/title on the account)
                (Account#)

AUTOMATIC INVESTMENT PLAN. Open an account using one of the above methods. If by
mail, be sure to include your checking account number on the appropriate section
of your application and enclose a voided check or deposit slip. If you didn't
set up an automatic investment plan with your original application, call Battery
Park(SM)Funds, Inc. at 1-888-254-2874. You can choose whether you wish to make
automatic additional investments monthly or quarterly from your checking
account. The minimum subsequent investment under the automatic investment plan
is $50 per period.

THROUGH YOUR BROKER. You may purchase shares through your own broker or dealer,
but keep in mind that the broker/dealer may impose a service charge for his or
her services.

RECEIPT OF ORDERS

Shares may only be purchased on days the New York Stock Exchange and the Federal
Reserve wire system are open for business. Your purchase must be in U.S. dollars
and your check must be drawn on a U.S. bank. We do not accept cash or traveler's
checks. If your check does not clear, we will cancel your purchase and hold you
liable for any losses and any applicable fees. When you buy shares by any type
of check, electronic funds transfer or automatic investment purchase, you may
redeem the shares, but the Fund may withhold the proceeds for up to 12 days or
until your check has cleared, whichever is earlier.

TIMING OF PURCHASE REQUESTS

The price per share will be the net asset value next computed after the time
your purchase request is received in good order and accepted by the Fund or the
Fund's authorized agent. All purchase requests (telephone orders and federal
funds wire) received in good order by the Fund before 4:00 p.m. EST will be
executed on that same day. Purchase requests received after 4:00 p.m. will be
processed on the next business day.


When making a purchase request, make sure your request is in good order. "Good
order" means your purchase request includes:

o the NAME of the Fund
o the DOLLAR amount of shares to be purchased
o purchase application or investment stub
o check payable to BATTERY PARK FUNDS



REDEEMING SHARES
- --------------------------------------------------------------------------------

METHODS OF REDEEMING

BY TELEPHONE. If you own Class Y shares, you may call Battery Park(SM)Funds,
Inc. at 1-888-254-2874 to redeem any amount of shares you wish. (NOTE: For
security reasons, requests by telephone will be recorded.) If you own Class A
shares, call your dealer directly to redeem shares.

BY MAIL. Send a letter instructing the Battery Park(SM)Funds, Inc. to redeem the
dollar amount or number of shares you wish. The letter should contain the Fund's
name, the account number and the number of shares or the dollar amount of shares
to be redeemed. Be sure to have all shareholders sign the letter. If your
account is an IRA, your signature must be guaranteed and your request must
indicate whether or not 10% withholding should apply. Requests submitted without
an election whether or not to withhold will be subject to withholding.

BY FEDERAL FUNDS WIRE. Call Battery Park(SM)Funds, Inc. at 1-888-254-2874 to
request the amount of money you want to redeem. Be sure to have all necessary
information from your bank. Your bank may charge a fee to receive wired funds.

SYSTEMATIC WITHDRAWAL PLAN. Call Battery Park(SM)Funds, Inc. at 1-888-254-2874
to arrange for regular monthly or quarterly fixed withdrawal payments by check
or through automatic payment by direct deposit. The minimum payment you
may receive is $50 per period. Note that this plan may deplete your investment
and affect your income or yield.

THROUGH YOUR BROKER. You may redeem shares through your own broker or dealer,
but keep in mind that the broker/dealer may impose a service charge for his or
her services.

WHEN REDEMPTION PROCEEDS ARE SENT TO YOU

Your shares may only be redeemed on days on which the Fund computes its net
asset value, as described in "PRICE OF SHARES-How NAV is Determined." Your
redemption request cannot be processed on days the New York Stock Exchange is
closed which restrict wire transfers. Your shares will be redeemed at the net
asset value next determined after Battery Park Funds receives your redemption
request in good order.


All requests received in good order by Battery Park(SM)Funds, Inc. before 4:00
p.m. (Eastern time), will normally be wired to the bank you indicate or mailed
on the following day to the address of record. In no event will proceeds be
wired or a check mailed more than 7 calendar days after Firstar receives a
proper redemption request.

If you purchase shares using a check and soon after request a redemption,
Battery Park(SM)Funds, Inc. will honor the redemption request, but will not mail
the proceeds until your purchase check has cleared (usually within 12 days).

When making a redemption request, make sure your request is in good order. "Good
order" means your letter of instruction includes:

o the NAME of the Fund
o the NUMBER of shares or the DOLLAR amount of shares to be redeemed
o SIGNATURES of all registered shareholders exactly as the shares are
  registered (signature guaranteed for IRAs)
o the ACCOUNT registration number


ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, Battery
Park(SM)Funds, Inc. may mail you a notice if your account falls below $500, due
to withdrawals, requesting that you bring the account back up to $500 or close
it out. If you do not respond to the request within 60 days, Battery
Park(SM)Funds, Inc. may close the account on your behalf and send you the
proceeds. If you have an account through a broker/dealer or other financial
institution, consult your account agreement for information on accounts with low
balances.

SIGNATURE GUARANTEES

You will need your signature guaranteed if:

o you are redeeming $50,000 more,
o you are redeeming shares from an IRA account,
o you request a redemption to be made payable to a person not on record with the
  Fund, or
o you request that a redemption be mailed to an address other than that
  on record with the Fund.

You may obtain signature guarantees from most trust companies, commercial banks
or other eligible guarantor institutions. A notary public cannot guarantee
signatures.


EXCHANGING SHARES
- --------------------------------------------------------------------------------

As an investor of the Fund, you have the privilege of exchanging shares of the
Fund with shares of Firstar Money Market Fund, a money market fund advised by
Firstar Investment Research and Management Company, LLC., an affiliate of
Firstar Mutual Fund Services, LLC. The same policies that apply to purchases and
sales apply to exchanges, including minimum investment amounts. Currently, there
is no limit on the number of times you may exercise the exchange privilege. The
exchange privilege is available only to U.S. shareholders in states where the
exchange legally may be made. You may only exchange Class A shares of the Fund
for Class A shares of Firstar Money Market Fund. Likewise, you may only exchange
Class Y shares of the Fund for Class Y shares of Firstar Money Market Fund.


Should the relationship between the Fund and Firstar Mutual Fund Services, LLC
terminate, the Fund will seek to enter into an arrangement with another similar
money market fund to continue to provide the exchange privilege to Fund
investors. If you exchanged shares into Firstar Money Market Fund, you will be
given a one-time opportunity to exchange shares of the Firstar Money Market Fund
into the new money market fund and thereby preserve the ability to exchange new
money market fund shares with shares of the Fund at a future date. This exchange
privilege may be modified or terminated in accordance with SEC rules at any
time.

Exercising the exchange privilege is really two transactions: a sale of one Fund
and the purchase of another.



REINSTATEMENT PRIVILEGE
- --------------------------------------------------------------------------------

If you are an investor who recently redeemed your Class A shares, you have a
onetime privilege to reinstate your account by purchasing Class A shares of the
Fund without a sales charge up to the dollar amount you redeemed. You may
exercise this reinstatement privilege at any time within 90 days from the time
your redemption request was accepted by the transfer agent. To exercise your
reinstatement privilege, send a written notice to the Fund's transfer agent
stating that you wish to exercise your reinstatement privilege together with a
check for the amount to be reinstated. The reinstatement will be made at the net
asset value per share next determined after the notice of reinstatement is
received.


PRICE OF SHARES
- --------------------------------------------------------------------------------

HOW NAV IS DETERMINED

The net asset value (NAV) is calculated by taking the value of the Fund's
assets, including interest and dividends accrued, but not yet collected, less
all liabilities including accrued expenses and dividing the result by the number
of shares outstanding. The net asset value for the Fund is determined as of the
close of trading (normally 4:00 p.m., EST) on the New York Stock Exchange,
Monday through Friday, except on the following days:

1. days on which the value of the Fund's portfolio securities has not changed
enough to materially affect the NAV.

2. days during which no shares are purchased or sold.

3. days on which the New York Stock Exchange is closed, including New Year's
Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.


REINVESTMENT OF DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund declares dividends on a daily basis and pays dividends on a monthly
basis. If the Fund realizes capital gains, they will be distributed at least
annually.

Unless you provide a written request to receive payments in cash, your dividends
and capital gains distributions will automatically be reinvested in additional
shares of the Fund at the net asset value without sales charge. Dividends will
be distributed on the last business day of each month. Dividends or capital
gains distributions paid in cash will be mailed to you via the U.S. Postal
Service. Keep in mind, undeliverable checks or checks not deposited within six
months will be reinvested in additional shares of the Fund at the then current
net asset value. Amounts paid in cash or in additional shares are treated the
same for tax purposes.


TAXES
- --------------------------------------------------------------------------------

The Fund will pay no federal income tax because it expects to meet certain
Internal Revenue Code requirements. The Fund will be treated as a single,
separate entity for federal income tax purposes so that income (including
capital gains, if any) and losses realized by the Fund will not be combined for
tax purposes with those realized by other Funds. The Fund will provide you with
detailed tax information for reporting purposes. The Fund intends to distribute
all ordinary income and net realized capital gains.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and capital gains distributions received. This applies whether
dividends and distributions are received in cash or as additional shares. All
ordinary income dividends paid by the Fund, which include distributions of net
realized short-term capital gains are taxable as ordinary income. Distributions
paid by the Fund from net realized long-term capital gains, are taxable as
long-term capital gains. The capital gains holding period and the applicable tax
rate is determined by the length of time that the Fund has held the security and
not the length of time that you have held shares in the Fund. The Fund expects
that, because of its investment objectives, distributions will consist primarily
of ordinary income dividends. The Fund will provide you with detailed tax
information for reporting purposes.

An exchange is not a tax-free transaction. An exchange of shares pursuant to the
Fund's exchange privilege is treated the same as an ordinary sale and purchase
for federal income tax purposes and you will realize a capital gain or loss.

The Fund may be required to withhold federal income tax at a rate of 31% (back
up withholding) from dividend payments, distributions and redemption proceeds if
you fail to furnish the Fund with your social security number. You must also
certify that your social security number is correct and that you are not subject
to backup withholding. The certiucation is included as part of the purchase
application.

You should consult your own tax adviser regarding the status of your accounts
under state and local tax laws.


RETIREMENT PLANS
- --------------------------------------------------------------------------------

You may purchase shares of the Fund for your individual retirement accounts. To
obtain the appropriate disclosure documentation and more complete information on
how to open a retirement account call 1-888-254-2874.


YEAR 2000 ISSUE
- --------------------------------------------------------------------------------

As the year 2000 began, there were few problems caused by the inability of
certain computer systems to tell the difference between the year 2000 and the
year 1900 (commonly know as the "Year 2000 Problem"). It is still possible that
some computer systems could malfunction in the future because of the Year 2000
Problem or as a result of actions taken to address the Year 2000 Problem. The
Fund does not anticipate that its services or those of the Fund's service
providers will be adversely affected, but the Fund will continue to monitor the
situation. If malfunctions related to the Year 2000 Problem do arise, the Fund
and its investments could be negatively affected.



FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights tables set forth below are intended to help you
understand the Fund's financial performance for the past 3 years since the Fund
commenced operations. Most of the information reflects financial results with
respect to a single Fund share. The total returns in the tables represent the
rates that an investor would have earned (or lost) on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information has
been audited by Deloitte & Touche LLP, whose report, along with the Fund's
financial statements, are included in the Fund's annual report, which is
available upon request.

<TABLE>
<CAPTION>
                                                                                        Year Ended
                                                                                        SEPTEMBER 30,
CLASS A SHARES                                                             1999         1998         1997(a)
- -------------------------------------------------------------------------- ------------ ------------ -------------
<S>                                                                        <C>           <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                       $10.10       $11.40       $10.00
- -------------------------------------------------------------------------- ------------ ------------ -------------
INCOME FROM INVESTMENT OPERATIONS:
- -------------------------------------------------------------------------- ------------ ------------ -------------
Net investment income                                                      0.80         0.89         0.84
- -------------------------------------------------------------------------- ------------ ------------ -------------
Net realized and unrealized gain (loss) on investments                     (0.72)       (0.70)       1.40
- -------------------------------------------------------------------------- ------------ ------------ -------------
Total from investment operations                                           0.08         0.19         2.24
- -------------------------------------------------------------------------- ------------ ------------ -------------
LESS DISTRIBUTIONS:
- -------------------------------------------------------------------------- ------------ ------------ -------------
Distributions from net investment income                                   (0.79)       (0.91)       (0.84)
- -------------------------------------------------------------------------- ------------ ------------ -------------
Distributions from net realized gain on investments                        (0.39)       (0.58)       -
- -------------------------------------------------------------------------- ------------ ------------ -------------
Total distributions                                                        (1.18)       (1.49)       (0.84)
- -------------------------------------------------------------------------- ------------ ------------ -------------
NET ASSET VALUE, END OF PERIOD                                             $ 9.00       $10.10       $11.40
- -------------------------------------------------------------------------- ------------ ------------ -------------
Total return(b)                                                            0.77%        1.50%        23.13%
- -------------------------------------------------------------------------- ------------ ------------ -------------
SUPPLEMENTAL DATA AND RATIOS:
- -------------------------------------------------------------------------- ------------ ------------ -------------
RATIOS OF NET EXPENSES TO AVERAGE NET ASSETS:
- -------------------------------------------------------------------------- ------------ ------------ -------------
Before expense reimbursement                                               2.22%        2.92%        4.04%(*)
- -------------------------------------------------------------------------- ------------ ------------ -------------
After expense reimbursement                                                1.25%        1.25%        1.25%(*)
- -------------------------------------------------------------------------- ------------ ------------ -------------
RATIOS OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS:
- -------------------------------------------------------------------------- ------------ ------------ -------------
Before expense reimbursement                                               7.33%        6.77%        5.87%(*)
- -------------------------------------------------------------------------- ------------ ------------ -------------
After expense reimbursement                                                8.30%        8.44%        8.66%(*)
- -------------------------------------------------------------------------- ------------ ------------ -------------
Net assets, end of period (000 omitted)                                    $4,211       $3,894       $1,829
- -------------------------------------------------------------------------- ------------ ------------ -------------
Portfolio turnover(c)                                                      178%         190%         236%
- -------------------------------------------------------------------------- ------------ ------------ -------------
</TABLE>

(*) Computed on an annualized basis.

(a) Reflects operations for the period from October 28, 1996 (date of initial
public offering) to September 30, 1997. For the period from September 16, 1996
(start of business) to October 27, 1996, the investment income was distributed
to the Fund's Investment Adviser.

(b) Based on net asset value, which does not reflect the sales charge.

(c) Portfolio turnover rate is calculated on the basis of the Fund as a whole
without distinguishing between classes of shares issued.

<TABLE>
<CAPTION>
                                                                                        Year Ended
                                                                                        SEPTEMBER 30,
CLASS Y SHARES                                                             1999         1998         1997(a)
- -------------------------------------------------------------------------- ------------ ------------ -------------
<S>                                                                        <C>           <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                       $10.10       $11.40       $10.00
- -------------------------------------------------------------------------- ------------ ------------ -------------
INCOME FROM INVESTMENT OPERATIONS:
- -------------------------------------------------------------------------- ------------ ------------ -------------
Net investment income                                                      0.76         0.93         0.86
- -------------------------------------------------------------------------- ------------ ------------ -------------
Net realized and unrealized gain (loss) on investments                     (0.64)       (0.71)       1.40
- -------------------------------------------------------------------------- ------------ ------------ -------------
Total from investment operations                                           0.12         0.22         2.26
- -------------------------------------------------------------------------- ------------ ------------ -------------
LESS DISTRIBUTIONS:
- -------------------------------------------------------------------------- ------------ ------------ -------------
Distributions from net investment income                                   (0.82)       (0.94)       (0.86)
- -------------------------------------------------------------------------- ------------ ------------ -------------
Distributions from net realized gain on investments                        (0.39)       (0.58)       -
- -------------------------------------------------------------------------- ------------ ------------ -------------
Total distributions                                                        (1.21)       (1.52)       (0.86)
- -------------------------------------------------------------------------- ------------ ------------ -------------
NET ASSET VALUE, END OF PERIOD                                             $ 9.01       $10.10       $11.40
- -------------------------------------------------------------------------- ------------ ------------ -------------
Total return(b)                                                            1.13%        1.76%        23.41%
- -------------------------------------------------------------------------- ------------ ------------ -------------
SUPPLEMENTAL DATA AND RATIOS:
- -------------------------------------------------------------------------- ------------ ------------ -------------
RATIOS OF NET EXPENSES TO AVERAGE NET ASSETS:
- -------------------------------------------------------------------------- ------------ ------------ -------------
Before expense reimbursement                                               1.83%        2.67%        3.87%(*)
- -------------------------------------------------------------------------- ------------ ------------ -------------
After expense reimbursement                                                1.00%        1.00%        1.00%(*)
- -------------------------------------------------------------------------- ------------ ------------ -------------
RATIOS OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS:
- -------------------------------------------------------------------------- ------------ ------------ -------------
Before expense reimbursement                                               7.72%        6.96%        5.86%(*)
- -------------------------------------------------------------------------- ------------ ------------ -------------
After expense reimbursement                                                8.55%        8.63%        8.73%(*)
- -------------------------------------------------------------------------- ------------ ------------ -------------
Net assets, end of period (000 omitted)                                    $19,866      $16,158      $13,361
- -------------------------------------------------------------------------- ------------ ------------ -------------
Portfolio turnover(c)                                                      178%         190%         236%
- -------------------------------------------------------------------------- ------------ ------------ -------------
</TABLE>

(*) Computed on an annualized basis.

(a) Reflects operations for the period from October 28, 1996 (date of initial
public offering) to September 30, 1997. For the period from September 19, 1996
(start of business) to October 27, 1996, the investment income was distributed
to the Fund's Investment Adviser.

(b) Based on net asset value, which does not reflect the sales charge.

(c) Portfolio turnover rate is calculated on the basis of the Fund as a whole
without distinguishing between classes of shares issued.


OTHER INFORMATION
- --------------------------------------------------------------------------------

Certain of the information contained in "PAST PERFORMANCE" regarding the Merrill
Lynch High Yield Master II Index has been provided by Merrill Lynch. Any
information sourced to Merrill Lynch & Co. has been reprinted by permission, all
rights reserved. Copyright 1999 Merrill Lynch, Pierce, Fenner & Smith
Incorporated. The Indices may not be copied, used or distributed without Merrill
Lynch's prior written approval. Merrill Lynch makes no representation or
warranty, express or implied, to any person including without limitation, any
recipient of this presentation or any member of the public regarding the
advisability of investing in securities generally or in the ability of the
Indices (represented in the literature) to track market performance. This
presentation is not sponsored, endorsed, sold or promoted by Merrill Lynch.



Additional information about the Fund is included in the Statement of Additional
Information (SAI). The SAI is incorporated into this prospectus by reference
(i.e., legally made a part of this prospectus). The SAI provides more details
about the Fund's policies and management. Additional information about the
Fund's investments is available in the Fund's annual and semiannual reports to
shareholders. In the Fund's annual report, you will find a discussion of the
market conditions and strategies that significantly affected the Fund's
performance during its last fiscal year.

To obtain a free copy of the SAI, the annual and semiannual reports or other
information about the Fund, or to make shareholder inquiries about the Fund,
please call 1-888-254-2874. You may also write to:

Battery Park Funds
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, Wisconsin 53201-0701

You may review and obtain copies of Fund information (including the SAI) at the
SEC Public Reference Room in Washington, D.C. Please call 1-202-942-8090 for
information relating to the operation of the Public Reference Room. Reports and
other information about the Fund are available on the EDGAR Database on the
SEC's Internet site at http://www.sec.gov. Copies of the information may be
obtained, after paying a duplicating fee, by electronic request at the following
E-mail address: [email protected], or by writing the Public Reference Section,
Securities and Exchange Commission, Washington, D.C. 20549-0102.

Investment Company Act File # 811-07675

BATTERY PARK(SM) HIGH YIELD FUND
- ---------------------------- ---------------------------------------------------
Investment Adviser           NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC.
                             2 World Financial Center Building B
                             New York, NY 10281-1198
- ---------------------------- ---------------------------------------------------
- ---------------------------- ---------------------------------------------------
Distributor                  NOMURA SECURITIES INTERNATIONAL, INC.
                             2 World Financial Center Building B
                             New York, NY 10281-1198
- ---------------------------- ---------------------------------------------------
- ---------------------------- ---------------------------------------------------
Transfer Agent               FIRSTAR MUTUAL FUND SERVICES, LLC
                             615 East Michigan Street, 3rd Floor
                             Milwaukee, WI 53202
- ---------------------------- ---------------------------------------------------
- ---------------------------- ---------------------------------------------------
Custodian                    FIRSTAR BANK, N.A.
                             425 Walnut Street
                             Cincinnati, OH 45202
- ---------------------------- ---------------------------------------------------





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