SUPPLEMENT TO THE PROSPECTUS OF:
COWEN LARGE CAP VALUE
(DATED JANUARY 2, 1998)
COWEN INTERMEDIATE FIXED INCOME FUND
(DATED APRIL 1, 1997 AND APRIL 1, 1998)
COWEN GOVERNMENT SECURITIES FUND
(DATED APRIL 1, 1997 AND APRIL 1, 1998)
COWEN OPPORTUNITY FUND
(DATED APRIL 1, 1997 AND APRIL 1, 1998)
COWEN INCOME + GROWTH FUND, INC.
(DATED APRIL 1, 1997 AND APRIL 1, 1998)
COWEN STANDBY RESERVE FUND, INC.
(DATED FEBRUARY 1, 1998)
COWEN STANDBY TAX-EXEMPT RESERVE FUND, INC.
(DATED FEBRUARY 1, 1998)
The following information supplements and should be read in
conjunction with the section entitled, "Management of the Fund(s)
- -- Investment Manager," in the Prospectus of each above-
referenced fund (the "Cowen Funds"):
Cowen & Co. ("Cowen"), through its investment management
division, Cowen Asset Management, acts as investment manager to
the Cowen Funds. On February 22, 1998, Cowen entered into an
agreement with Societe Generale ("SG") to sell Cowen's business
to SG (the "Acquisition"). SG, a leading international commercial
bank established in 1864, has a global network of offices in over
80 countries. Under the terms of the Acquisition, Cowen's
business will be combined with Societe Generale Securities
Corporation, a subsidiary of SG, to form SG Cowen Securities
Corporation ("SG Cowen"). A division or affiliate of SG Cowen
will serve as the new investment manager to the Cowen Funds after
the Acquisition (the "New Manager"), with the existing investment
management personnel of Cowen continuing to provide investment
management services to the Cowen Funds.
Each of the investment management agreements between Cowen
and the Cowen Funds provides for automatic termination in the
event of its "assignment," which would include consummation of
the Acquisition. Accordingly, in anticipation of the
Acquisition, new investment management agreements between the New
Manager and each of the Cowen Funds, identical in material
respects with the existing management agreements, will be
proposed for approval by the shareholders and the Board of
Directors of each Cowen Fund. As the Acquisition may be completed
prior to obtaining the requisite shareholder approval of the new
management agreements, regulatory relief will be sought to allow
the New Manager to provide investment management services until
shareholders either approve or disapprove the new management
agreements.
Although the Acquisition is currently expected to be
completed within the next two to four months, there can be no
assurance that the transaction will be completed within that time
frame or at all. Similarly, there can be no assurance that the
regulatory relief requested will be granted or that the new
management agreements will be approved by shareholders.
March 6, 1998
