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SUPPLEMENT TO THE PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION
of
SG COWEN LARGE CAP VALUE FUND
(Formerly, "Cowen Large Cap Value Fund" / Each dated January 2, 1998)
SG COWEN INTERMEDIATE FIXED INCOME FUND
(Formerly, "Cowen Intermediate Fixed Income Fund" / Each dated April 1, 1998)
SG COWEN GOVERNMENT SECURITIES FUND
(Formerly, "Cowen Government Securities Fund" / Each dated April 1, 1998)
SG COWEN OPPORTUNITY FUND
(Formerly, "Cowen Opportunity Fund" / Each dated April 1, 1998)
SG COWEN INCOME + GROWTH FUND, INC.
(Formerly, "Cowen Income + Growth Fund, Inc." / Each dated April 1, 1998)
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Until July 1, 1998, Cowen & Co. ("Cowen") served as investment manager and
principal underwriter to the above-referenced Funds (the "Funds"). On July 1,
1998, Cowen's business was combined with Societe Generale Securities Corporation
("SGSC"), a subsidiary of Societe Generale ("SG"), to form SG Cowen Securities
Corporation ("SG Cowen") (the "Acquisition"). 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 has served as the new
investment manager to the Funds, with the existing investment management
personnel of Cowen continuing to provide investment management services to the
Funds; and Funds Distributors, Inc., located at 60 State Street, Boston,
Massachusetts 02109, has served as the new principal underwriter to the Funds.
Additionally, effective as of July 1, 1998, the names of the Funds were changed,
as indicated above, in order to reflect the Funds' new management by SG Cowen.
Each of the management agreements between Cowen and the Funds provided for
automatic termination in the event of its "assignment," which included
consummation of the Acquisition. Accordingly, new management agreements between
SG Cowen and each Fund (the "New Agreements"), identical in material respects
with the prior management agreements, were approved by the Board of Directors of
each Fund (the "Boards") at a meeting held on May 21, 1998. On June 16, 1998,
Cowen and SGSC were granted an exemptive order by the Securities and Exchange
Commission pursuant to which the New Agreements were permitted to be implemented
without shareholder approval beginning on July 1, 1998 and continuing, for a
period of up to 150 days, through the date on which each of the New Agreements
are approved or disapproved by the respective shareholders of the Funds.
On September 17, 1998, the shareholders of the Funds approved the continuance of
the New Agreements. As indicated above, each of the New Agreements contain
substantially the same terms and conditions as the corresponding prior
management agreements, including the management fee payable by the Funds.
September 23, 1998
