COWEN SERIES FUNDS INC
497, 1999-04-06
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<PAGE>
            PROSPECTUS                                          APRIL 1, 1999
 
                            SG COWEN LARGE CAP VALUE
                                      FUND
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS, AND ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
     [LOGO]                                                               [LOGO]
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                              Page
                                                           -----------
<S>                                                        <C>
FUND PROFILE.............................................           3
 
HOW WE MANAGE THE FUND...................................           6
 
Our investment strategies................................           6
 
The securities in which we typically invest..............           6
 
The risks of investing in the Fund.......................           7
 
WHO MANAGES THE FUND.....................................           7
 
Investment adviser.......................................           7
 
Management fees..........................................           8
 
Portfolio manager........................................           8
 
ABOUT YOUR ACCOUNT.......................................           8
 
Choosing share class.....................................           8
 
How to reduce your sales charge..........................           9
 
How to buy shares........................................          10
 
How to sell shares.......................................          10
 
Account minimum..........................................          10
 
Special services.........................................          11
 
DIVIDENDS, DISTRIBUTIONS AND TAXES.......................          11
 
FINANCIAL HIGHLIGHTS.....................................          12
</TABLE>
 
                                       2
<PAGE>
FUND PROFILE:
 
WHAT ARE THE FUND'S GOALS?
 
    The Fund seeks primarily capital appreciation, with a secondary goal of
current income. Although the Fund will strive to achieve these goals, there is
no assurance that it will.
 
WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?
 
    Under normal conditions, we invest at least 80 percent of the Fund's assets
in equity securities of companies with market capitalizations over $2 billion.
We focus on companies that we believe have the potential for above-average
growth. We focus on stocks that we believe are undervalued at the time we
purchase them.
 
    Additional information about the Fund's investments is available in the
Fund's annual and semi-annual reports to shareholders and the statement of
additional information.
 
WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?
 
    Investing in any mutual fund involves risk, including the risk that you may
lose part or all of the money you invest. The price of Fund shares will increase
and decrease according to changes in the value of the Fund's investments. The
Fund will be particularly affected by changes in stock prices, which tend to
fluctuate more than bond prices. For further discussion of risk, see "How We
Manage the Fund."
 
    You should keep in mind that an investment in the Fund is not a complete
investment program; it should be considered just one part of your total
investment program. You may wish to discuss this Fund with your financial
adviser to determine whether it is an appropriate choice for you.
 
                                       3
<PAGE>
HOW HAS THE FUND PERFORMED?
 
    THE BAR CHART AND TABLE below can help you evaluate the potential risks and
rewards of investing in the Fund. We show you the Fund's return over its initial
calendar year, as well as the average annual return of all of the Fund's shares
- -- compared to the performance of the S&P 500 Index and the Russell 1000 Index.
You should remember that unlike the Fund, the S&P 500 Index and the Russell 1000
Index are unmanaged and do not include the costs of buying, selling, and holding
the securities. The Fund's past performance is not necessarily an indication of
how it will perform in the future.
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
 1998 RETURN     SG COWEN INCOME & GROWTH FUND
<S>             <C>
Year-end
return
1998                                      -3.27
</TABLE>
 
    During the year illustrated above, the Fund's highest return in one quarter
was +10.09% (12/31/98) and its lowest return in one calendar quarter (9/30/98)
was -16.39%.
 
CALENDAR YEAR RETURN (CLASS A)
 
    The maximum Class A sales charge of 4.75%, assessed when you purchase
shares, is not reflected in the total return noted above. If this fee were
included, the returns would be less than that shown. The annual returns shown
below do include the sales charge.
 
ANNUAL RETURN AS OF 12/31/98
 
<TABLE>
<CAPTION>
                                                                                   1 Year
                                                                                 -----------
<S>                                                                              <C>
SG Cowen Large Cap Value Fund, Class A.........................................       (7.87)%
S&P 500........................................................................       28.76%
Russell 1000...................................................................       15.63%
SG Cowen Large Cap Value Fund, Class B.........................................      (17.75)%*
SG Cowen Large Cap Value Fund, Class I.........................................       (0.76%)**
</TABLE>
 
*  From inception April 17, 1998
 
** From inception February 2, 1998
 
                                       4
<PAGE>
WHAT ARE THE FUND'S FEES AND EXPENSES?
 
    These tables describe the fees and expenses you may pay in connection with
an investment in the Fund.
 
    SHAREHOLDERS FEES are paid directly from your investment. The Fund may waive
or reduce sales charges. Please see the Statement of Additional Information for
additional information on sales charges.
 
<TABLE>
<CAPTION>
Share Class                                                        A             B           I
- -------------------------------------------------------------  ---------     ---------     ------
<S>                                                            <C>           <C>           <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a % of
  offering price)............................................       4.75%(1)      None       None
Maximum Contingent Deferred Sales Charge (Load) (as a % of
  purchase price or redemption price, whichever is lower)....       None             5%(2)   None
Maximum Sales Charge (Load) on Reinvested Dividends..........       None          None       None
Redemption Fee(3)............................................       None          None       None
Exchange Fee.................................................       None          None       None
</TABLE>
 
    ANNUAL FUND OPERATING EXPENSES are expenses that are deducted from the
Fund's assets.
 
<TABLE>
<CAPTION>
Share Class                                                               A        B        I
- ----------------------------------------------------------------------  ------   ------   ------
<S>                                                                     <C>      <C>      <C>
Management Fees.......................................................    0.75%    0.75%    0.75%
Distribution and Service (12b-1) Fees.................................    0.25%    1.00%     0.0%
Other Expenses........................................................    0.94%    1.08%    0.88%
Total Operating Expenses(4)...........................................    1.94%    2.83%    1.63%
</TABLE>
 
EXAMPLE(5)
 
    This example is intended to help you compare the cost of investing in the
Fund to the cost of investing in other mutual funds. We show the cumulative
amount of Fund expenses on a hypothetical investment of $10,000 assuming an
annual 5% return and the Fund's operating expenses remaining the same. Unless
otherwise indicated, the example assumes that you redeem all of your shares at
the end of each period. This is an example only, and does not represent future
expenses, which may be greater or less than those shown here.
 
<TABLE>
<CAPTION>
                                                                        10
                                        1 Year    3 Years   5 Years    Years
                                        -------   -------   -------   -------
<S>                                     <C>       <C>       <C>       <C>
Class A...............................  $  663    $1,055    $1,472    $2,632
Class B (assumes redemption at end of
  period).............................  $  786    $1,177    $1,694    $3,157
Class B (assumes no redemption).......  $  286    $  877    $1,494    $3,157
Class I...............................  $  166    $  514    $  887    $1,933
</TABLE>
 
- ------------
 
(1) A purchase of Class A shares at $1 million or more will be made at net asset
    value.
 
(2) If you redeem Class B shares during the first year after you buy them, the
    shares will be subject to a contingent deferred sales charge of 5%. The
    contingent deferred sales charge is 4% during the second year, 3% during the
    third and fourth years, 2% during the fifth year, 1% during the sixth year,
    and 0% thereafter.
 
(3) The Fund currently charges $10.00 per redemption for redemptions payable by
    wire.
 
(4) All expenses have been annualized. The above tables do not reflect SG
    Cowen's voluntary reimbursement of expenses. The total annual operating
    expenses after considering the reimbursement would have been 1.22%, 1.97%
    and 0.97% for Class A, B and I, respectively.
 
(5) The Fund's actual rate of return may be greater or less than the
    hypothetical 5% return we use here.
 
                                       5
<PAGE>
                             HOW WE MANAGE THE FUND
 
OUR INVESTMENT STRATEGIES
 
    Using rigorous and disciplined research, we analyze economic and market
conditions, seeking to identify the stocks that we think bring the greatest
returns. The following is a description of how we pursue the Fund's objectives.
 
    We invest primarily in pursuit of the Fund's investment objective of capital
appreciation. To achieve this goal, we blend a number of investment strategies
to manage the Fund. We generally invest at least 80 percent of the Fund's assets
in companies with market capitalization of over $2 billion. All of the companies
in which we invest will have market capitalizations over $1 billion, and the
average weighted market capitalization of the Fund's portfolio will be over $20
billion. We emphasize investing in companies with value characteristics below
the Russell 1000 Value Index. We seek companies that we believe are neglected or
out of favor and whose stock prices are low in relation to current earnings,
cash flow, book value and sales. Generally, we seek companies who have one or
more of the following characteristics: price-to-earnings ratios in the lower 40
percent of the market; price-to-cash flow in the lower 20 percent of the market;
price-to-book in the lower 20 percent; price-to-sales ratios in the lower 20
percent. We seek those companies we believe have reasonable prospects for growth
even though the expectations for these companies are low and their valuations
temporarily depressed. We may also invest in covered call options and purchase
commercial paper.
 
THE SECURITIES IN WHICH WE TYPICALLY INVEST
 
    The following is a description of the securities in which we normally
invest. Please see the Statement of Additional Information for additional
descriptions and risk information on these and all the securities in which we
invest.
 
    Equity securities: equity securities include common and preferred stocks;
warrants to purchase common stocks or preferred stocks; securities convertible
into common or preferred stocks, such as convertible bonds and debentures;
American Depository Receipts, commonly known as ADRs, and other securities with
equity characteristics. American Depository Receipts are typically certificates
issued by a U.S. bank which represent a stated number of shares of a foreign
corporation that the bank holds in its vault.
 
    Commercial paper: the short-term, unsecured debt of corporations, usually
maturing in no more than 270 days from date it is issued.
 
    Covered call options: an agreement that gives the buyer the right but not
the obligation to buy a certain amount of a specific security for a specific
price within a certain time period regardless of the market price of the
security. A call option is termed covered when the seller owns the securities
underlying the option.
 
    In particular, the Fund's annual report discusses the relevant market
conditions and investment strategies used by the Fund's investment adviser that
materially affected the Fund's performance during the last fiscal year. You may
obtain these reports at no cost by calling 1-800-309-1111.
 
TEMPORARY DEFENSIVE POSITION
 
    For temporary defensive purposes, in attempt to respond to adverse market
economic or political conditions, we may invest up to 20% of the Fund's assets
and in excess of that amount when market conditions
 
                                       6
<PAGE>
warrant, in fixed-income securities such as corporate bonds, commercial paper,
or short-term money market securities such as obligations issued or guaranteed
by the U.S. Government. To the extent we find it necessary to invest in such
securities, we may not achieve the Fund's goal.
 
THE RISKS OF INVESTING IN THE FUND
 
    Investing in any mutual fund involves risk, including the risk that you may
receive little or no return on your investment, and the risk that you may lose
part or all of the money you invest. Therefore, before you invest in the Fund
you should carefully evaluate the risks. Because of the nature of the Fund's
investment, you should consider an investment in the Fund to be a long-term
investment that typically provides the best results when held for a number of
years. The following are the chief risks you assume when investing in the Fund:
(1) Market risk is the risk that all or a majority of the securities in a
certain market-- like the stock or bond market-- will decline in value because
of factors such as economic conditions, future expectations or investor
confidence; (2) Liquidity risk is the possibility that securities cannot be
readily sold, or can only be sold at a price significantly lower than their
broadly recognized value; and (3) Industry and security risk is the risk that
the value of securities in a particular industry or the value of an individual
stock or bond will decline because of changing expectations for the performance
of that industry or for the individual company issuing the stock or bond.
 
YEAR 2000 RISKS
 
    Like other mutual funds, the Fund could be adversely affected if the
computer systems used by the Investment Adviser and other service providers do
not properly process and calculate date-related information after January 1,
2000. This is commonly known as the "Year 2000 Problem." This problem may also
adversely affect the issues in which the Fund invests. The Investment Adviser is
taking steps that it believes are reasonably designed to address the Year 2000
Problem with respect to the computer systems that it uses, and to obtain
satisfactory assurances that comparable steps are being taken by the Fund's
other major service providers. At this time, however, there can be no assurance
that these steps will be sufficient to avoid any adverse impact on the Fund.
 
                              WHO MANAGES THE FUND
 
    The officers of the Fund conduct the Fund's daily business operations,
subject to the supervision of the Fund's Board of Directors.
 
INVESTMENT ADVISER
 
    From the Fund's commencement of operations until July 1, 1998, Cowen & Co.
("Cowen") served as investment manager to the Fund. On July 1, 1998, Cowen's
business was combined with Societe Generale Securities Corporation, a subsidiary
of Societe Generale ("SG"), to form SG Cowen Securities Corporation ("SG
Cowen"). SG, a leading international commercial and investment bank established
in 1864, has a global network of offices in over 80 countries. Since July 1,
1998, SG Cowen, through its investment management division, SG Cowen Asset
Management, has served as the new investment adviser to the Fund, with the
existing investment management personnel of Cowen continuing to provide
investment management services to the Fund for the same management fee described
below. SG Cowen, which currently manages approximately $6 billion in assets,
manages the Fund's business affairs, including being responsible for the Fund's
investment program, and provides daily administrative services.
 
                                       7
<PAGE>
MANAGEMENT FEES
 
    For managing the Fund and its investments, the adviser is paid a yearly fee
of 0.75% of daily net asset value.
 
PORTFOLIO MANAGER
 
    Benedict Capaldi is primarily responsible for the daily management of the
Fund and has had such responsibility since the Fund commenced operations in
1998. He is a Senior Investment Officer, and has served as a Managing Director
and Portfolio Manager of SG Cowen since July 1, 1998. He was a Managing Director
and Portfolio Manager of Cowen Asset Management since December, 1996. Before
joining Cowen, he was a Portfolio Manager for Provident Capital Management,
Inc., Senior Vice President and Portfolio Manager for Radnor Capital Management
and President of Chestnut Hill Advisors, Inc. He is a Chartered Financial
Analyst with 32 years of investment experience.
 
                               ABOUT YOUR ACCOUNT
 
    You can choose from a number of share classes. Because each share class has
a different combination of sales charges, fees, and other features, you should
consult your financial adviser to determine which class best suits your
investment goals and time frame.
 
CHOOSING A SHARE CLASS
 
    CLASS A  Class A shares have an up-front sales charge of up to 4.75% that
you pay when you buy the shares. If you invest $50,000 or more your front-end
sales charge will be reduced. You may qualify for other reduced sales charges,
as described in "How To Reduce Your Sales Charges," and under certain
circumstances the sales charge may be waived; please see the Fund's Statement of
Additional Information. Class A shares are also subject to an annual 12b-1 fee
no greater than 0.25% of the Fund's average daily net assets, which is lower
than the 12b-1 fee for Class B shares. The 12b-1 plan allows the Fund to pay
distribution fees for the sale and distribution of its shares. Class A shares
are not subject to a contingent deferred sales charge. The offering price
includes a front-end sales charge.
 
CLASS A SHARES FEES
 
<TABLE>
<CAPTION>
                                          Sales charge as  Sales charge as %   Dealer's commission
                                           % of offering       of amount        as % of offering
Amount of purchase                             price           invested               price
- ----------------------------------------  ---------------  -----------------  ---------------------
<S>                                       <C>              <C>                <C>
Up to $49,999...........................          4.75%             5.00%                4.00%
$50,000 to $99,999......................          4.00%             4.17%                3.25%
$100,000 to $249,999....................          3.75%             3.90%                3.00%
$250,000 to $499,999....................          2.50%             2.56%                2.00%
$500,000 to $999,999....................          2.00%             2.04%                1.50%
$1,000,000 to $2,999,999................             0%                0%                1.00%
$3,000,000 to $3,999,999................             0%                0%                0.50%
</TABLE>
 
    If you invest $4 million or more, you will receive Class I shares, which are
not subject to any sales charge or service fee.
 
                                       8
<PAGE>
    CLASS B  Class B shares have no up-front sales charge, so the full amount of
your purchase is invested in the Fund. However, you will pay a contingent
deferred sales charge if you redeem your shares within six years after you buy
them. If you redeem Class B shares during the first year after you buy them, the
shares will be subject to a contingent deferred sales charge of 5%. The
contingent deferred sales charge is 4% during the second year, 3% during the
third and fourth years, 2% during the fifth year, 1% during the sixth year, and
0% thereafter. Under certain circumstances the contingent deferred sales charge
may be waived; please see the Fund's Statement of Additional Information. Class
B shares are subject to an annual 12b-1 fee no greater than 1% of the Fund's
average daily net assets, of which 0.75% are distribution fees and 0.25% are
service fees paid for providing services and maintaining shareholder accounts.
The 12b-1 plan allows the Fund to pay distribution fees for the sale and
distribution of its shares.
 
    CLASS I  Class I shares have no up-front sales charge, so the full amount of
your purchase is invested in the Fund. Class I shares are not subject to a
contingent deferred sales charge or to an annual 12b-1 fee. Class I shares may
be referred to as institutional shares. They are available exclusively to
certain types of investors such as employee benefit plans of selected dealers of
the Fund, charitable organizations, investment advisory and consulting clients
of SG Cowen, accounts as to which a broker, registered investment adviser, or
bank charges an account management fee and certain omnibus accounts. Please
contact your financial adviser for further information or see the Fund's
Statement of Additional Information.
 
HOW TO REDUCE YOUR SALES CHARGE
 
    We offer a number of ways to reduce or eliminate the sales charge on shares.
Please refer to the Fund's Statement of Additional Information for detailed
information and eligibility requirements. You can also get additional
information from your financial adviser. You or your financial adviser must
notify us at the time you purchase shares if you are eligible for any of these
programs.
 
PROGRAM
 
<TABLE>
<S>                      <C>
Letter of intent         You can use a Letter of Intent to combine all your purchases
                         of Class A shares in selected SG Cowen Funds over a 13-month
                         period to qualify for reduced front-end sales charges.
 
Rights of accumulation   You may also combine your previous purchases of Class A shares
                         in the Fund along with the purchase of Class A shares of
                         selected other SG Cowen Funds to reduce your front-end sales
                         charges.
 
Reinvestment of          Up to 30 days after you redeem your Class A shares, you can
redeemed shares          reinvest the proceeds without paying a front-end sales charge.
                         You may use this privilege only once.
 
Certain individuals,     Qualified individuals, organizations, retirement and profit
employees of SG Cowen,   sharing plans, and others may qualify for the purchase of
401(k) and other         Class A shares without a sales charge.
retirement plans
 
Please see your financial adviser to determine whether you qualify for any of these
programs, or consult the Statement of Additional Information.
</TABLE>
 
                                       9
<PAGE>
HOW TO BUY SHARES
 
    Your financial adviser can handle all the details of purchasing shares,
including opening an account. You can also invest in the Fund by mail. Complete
an investment slip indicating the class of shares you wish to purchase, and mail
it with your check payable to the Fund to: DST Systems, Inc. ("DST"), 210 West
10th Street, Kansas City, MO 64105. If you are making an initial purchase by
mail, you must include a completed Investment Application, or an appropriate
retirement plan application if you are opening a retirement account, with your
check. If you want to purchase shares by Federal wire, contact the Fund directly
at 1-800-309-1111. There is no charge for establishing or maintaining an
account.
 
    You can open an account with an initial investment of $1,000 and make
additional investments at any time for as little as $100. The price you pay for
shares will depend on when we receive your purchase order. If you are buying
shares in an IRA, or a retirement plan for self-employed persons, the minimum
initial purchase is $500, and additional investments of only $50 after that.
 
    If your order is received before 4:15 p.m. Eastern time on a business day,
you will pay that day's closing share price which is based on the Fund's net
asset value. If your order is received after 4:15 p.m., you will pay the next
business day's price. A business day is any day that the New York Stock Exchange
is open for business. We reserve the right to reject any purchase order.
 
    Normally, we determine the Fund's net asset value (NAV) per share as of 4:15
p.m. Eastern time each day the New York Stock Exchange is open for business. We
calculate the net asset value per share by adding the market value of all the
securities and other assets in the Fund's portfolio, deducting all liabilities,
and dividing the resulting number by the number of shares outstanding. We price
securities and other assets for which market quotations are available at their
market value. Any short-term investments which have a maturity of less than 60
days are priced at amortized cost.
 
HOW TO SELL SHARES
 
    You can sell your shares back to the Fund by mail or by contacting your
financial adviser. Generally, SG Cowen and other authorized dealers will act on
your oral instructions to redeem shares. If you send a written order to DST to
redeem shares, your request must be signed by all owners of the account, and you
must include a signature guarantee for each owner. If you hold your shares in
certificates, you must submit the certificates with your request to sell the
shares.
 
    When a properly completed request to sell or exchange shares is received by
4:15 p.m. Eastern time on any day the New York Stock Exchange is open for
business, you will receive the net asset value as determined on the business day
your request is received. We will pay you normally within three business days,
but no later than seven days after your request to sell your shares is received.
If you purchased your shares by check, we will wait until your check has
cleared, which can take up to 15 days, before we send you the proceeds from the
sale of your shares.
 
ACCOUNT MINIMUM
 
    If as a result of redemption your account balance falls below the required
minimum amount of $500, you will have 30 days to raise the balance to the
minimum after we notify you in writing. If your account is not at the minimum by
the required time, we may redeem it.
 
                                       10
<PAGE>
SPECIAL SERVICES
 
    To help make investing with us as easy as possible, and to help you build
your investments, we offer the following special services. You can get further
information about these programs by calling Shareholder Services at
1-800-309-1111.
 
- - You can exchange all or part of your shares for the same class of shares in
  certain other SG Cowen funds without paying a sales charge. When you exchange
  shares, you are purchasing shares in another fund, so you should be sure to
  get a copy of the Fund's prospectus and read it carefully before buying shares
  through an exchange. For income tax purposes, an exchange is treated as a
  concurrent sale and purchase and any gain on the transaction may be subject to
  income tax. Therefore, you should consult your tax adviser about the tax
  consequences of any exchange.
 
- - You can automatically invest regular monthly investments of $100 or more
  directly from your checking account. No fee is charged for these automatic
  transactions, but a service charge of $10.00 will be deducted for checks
  returned for insufficient funds. The Fund reserves the right upon notification
  to all participants, to impose a fee in the future.
 
- - You may buy shares in the Fund for your individual or group retirement plan,
  including your Individual Retirement Account (IRA), Roth IRA and Education
  IRA.
 
- - Through our Systematic Withdrawal Plan, you can arrange a regular monthly,
  quarterly, or annual payment from your account made to you or someone you
  designate. If the value of your account is $10,000 or more, you can make
  withdrawals of at least $50 monthly.
 
                       DIVIDENDS, DISTRIBUTIONS AND TAXES
 
    The Fund declares and pays income dividends quarterly, while any net
realized capital gains are generally distributed annually. We automatically
reinvest all dividends and any capital gains, unless you tell us otherwise.
 
    Tax laws are subject to change, so we urge you to consult your tax adviser
about your particular tax situation and how it might be affected by current tax
law. The tax status of your dividends from this Fund is not affected by whether
you reinvest your dividends or receive them in cash. Dividends from short-term
capital gains and net investment income are generally taxable as ordinary
income; dividends from long-term capital gains are taxable as capital gains. In
addition, you may be subject to state and local taxes on distributions.
 
    We will send you a statement each year detailing the amount and tax status
of all dividends and capital gains that you were paid during the prior year.
 
                                       11
<PAGE>
                              FINANCIAL HIGHLIGHTS
 
    These financial highlights tables are intended to help you understand the
Fund's financial performance since its inception. All information reflects
financial results for each class of a single share in the Fund. This information
has been audited by Ernst & Young LLP, whose report, along with the Fund's
financial statements, is incorporated by reference in the Fund's annual report,
which is available upon request by calling 1-800-309-1111.
 
<TABLE>
<CAPTION>
                                                                 SG Cowen
                                                           Large Cap Value Fund
                                               --------------------------------------------
                                                   Class A          Class B       Class I
                                               ----------------   -----------   -----------
                                                 Period From
                                                    1/2/98
                                                (Commencement     Period From   Period From
                                                of Operations)    4/17/98(4)     2/2/98(4)
                                                   Through          Through       Through
                                                   11/30/98        11/30/98      11/30/98
                                               ----------------   -----------   -----------
<S>                                            <C>                <C>           <C>
Net Asset Value
  Beginning of Period                              $ 10.00          $11.11(1)     $ 9.77(1)
                                                   -------        -----------   -----------
Income from Investment Operations
  Investment Income - Net                             0.08            0.01          0.10
  Net Realized and Unrealized Gains (Losses)
   on Investments                                    (0.49)          (1.58)        (0.25)
                                                   -------        -----------   -----------
  Net from Investment Operations                     (0.41)          (1.57)        (0.15)
                                                   -------        -----------   -----------
Less Distributions:
  Dividends from Net Investment Income               (0.06)          (0.01)        (0.08)
                                                   -------        -----------   -----------
  Total Distributions                                (0.06)          (0.01)        (0.08)
                                                   -------        -----------   -----------
Net Asset Value
  End of Period                                    $  9.53          $ 9.53        $ 9.54
                                                   -------        -----------   -----------
                                                   -------        -----------   -----------
Total Return(3)(5)                                   (4.08%)        (14.15%)       (1.56%)
Ratios / Supplementary Data
  Net Assets (000 omitted)                         $12,043          $  164        $1,153
  Ratio of Expenses to Average Net Assets             1.11%(3)        1.23%(3)      0.80%(3)
  Ratio of Investment Income - Net to Average
   Net Assets                                         0.85%(3)        0.10%(3)      1.01%(3)
  Decrease Reflected on Above Ratios Due to
   Expense Reimbursements/Waivers                     0.66%(3)        0.53%(3)      0.55%(3)
  Portfolio Turnover Rate                               67%(3)          67%(3)        67%(3)
</TABLE>
 
- ------------
 
(1)  Based upon the Class A Net Asset Value on the day prior to commencement of
    distribution
 
(2)  Annualized
 
(3)  Not Annualized
 
(4)  Commencement of Distribution
 
(5)  Exclusive of Sales Charges
 
                                       12
<PAGE>
                 (This page has been left blank intentionally.)
 
                                       13
<PAGE>
    Additional information about the Fund's investments is available in the
Fund's annual and semi-annual reports to shareholders. In the Fund's annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during its last
fiscal year. You can find more detailed information about the Fund in its
current Statement of Additional Information, which we have filed electronically
with the Securities and Exchange Commission (SEC) and which is legally a part of
this prospectus. If you want a free copy of the Statement of Additional
Information, the annual or semi-annual report, or if you have any questions
about investing in this Fund, you can write to us at Financial Square, New York,
NY 10005, or Funds Distributor Inc., the Fund's distributor, at 60 State Street,
Boston, MA 02109, or call toll-free 1-800-309-1111.
 
    You can find reports and other information about the Fund on the SEC Web
site (http://www.sec.gov), or you can get copies of this information, after
payment of a duplicating fee, by writing to the Public Reference Section of the
SEC, Washington, D.C. 20549-6009. Information about the Fund, including the
Statement of Additional Information, can be reviewed and copied at the
Securities and Exchange Commission's Public Reference Room in Washington, D. C.
You can get information on the public reference room by calling the SEC at
1-800-SEC-0330.
 
Investment Company Act file number: 811-8487


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