Creighton H. Peet
Cowen Asset Management
Financial Square
New York, NY 10005-3597
November 6, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice
Cowen Standby Tax-Exempt Reserve Fund, Inc.
Securities Act File No. 2-98681
Investment Company Act File No. 811-4344
Gentlemen:
This letter relates to the Common Stock, $.001 par value (the
"Stock") of Cowen Standby Tax-Exempt Reserve Fund, Inc. (the "Fund").
1. This Notice is filed for the Fund's fiscal year ended September
30, 1995.
2. No specific number or amount of securities of the Fund had
been registered under the Securities Act of 1933 (the "1933 Act")
prior to such fiscal period; at all times since March 3, 1986, an
indefinite number of shares of the stock have been registered pursuant
to Rule 24f-2 (a) under the Investment Company Act of 1940 (the
"1940 Act").
3. No securities of the Fund were registered pursuant to the
1933 Act during such fiscal period except shares of the Stock
registered pursuant to Rule 24f-2 under the 1940 Act.
4. During such fiscal period the Fund had net sales of
$1,832,137 worth of Stock. *
- -2-
5. All shares of Stock sold as described in item 4, above,
including the footnote thereto, were sold in reliance on Rule 24f-2
under the 1940 Act.
Annexed hereto is the opinion of Rodd M. Baxter, counsel to the
Fund, indicating that all shares of the Stock sold during the fiscal year
September 30, 1995 were legally issued, fully paid and non-assessable.
Very truly yours,
COWEN STANDBY TAX-
EXEMPT RESERVE
FUND, INC.
By:
___________________
Creighton H. Peet
Vice President &
Treasurer
_____________________________
*An aggregate of 624,487,955 shares of Common Stock (including
3,764,976 shares issued upon automatic reinvestment of dividends) were sold
and an aggregate of 622,655,818 shares were redeemed during the fiscal
year. Each sale and each redemption was at a price of $1.00 per share.
Rodd M. Baxter
Cowen Asset Management
Financial Square
New York, NY 10005-3597
November 6, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice
Cowen Standby Tax-Exempt Reserve Fund, Inc.
Securities Act File No. 2-98681
Investment Company Act File No. 811-4344
Gentlemen:
You have requested that, as counsel to Cowen Standby Tax-Exempt
Reserve Fund, Inc., (the "Fund"), I render an opinion in connection with the
filing by the Fund of a notice required by Rule 24f-2 under the Investment
Company Act of 1940 (the "Notice") for the Fund's fiscal year ended
September 30, 1995. Paragraph 4 of the Notice states that, during the fiscal
year ended September 30, 1995, the Fund had net sales of $1,832,137 worth
of its shares of common Stock, $.001 par value per share (the "Shares").
The footnote to paragraph 4 states that the aggregate public offering price of
shares sold was $624,487,956 (including $3,764,976 worth of shares issued
upon automatic reinvestment of dividends), and an aggregate of
$622,655,818 worth of Shares were redeemed during the fiscal year. As
stated in paragraph 5 of the Notice, all of the Shares were sold in reliance
upon registration under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940.
I have examined the Fund's Articles of Incorporation, its By-Laws,
resolutions adopted by its Board of Directors, and other records and
documents that I have deemed necessary for the purpose of this opinion. I
have also examined certain other documents, papers, statutes and authorities
as I have deemed necessary to form a basis for the opinion hereinafter
expressed.
- -2-
On the basis of the foregoing, and assuming that all of the Shares
were sold in accordance with the terms of the Fund's Prospectus in effect at
the time of sale, I am of the opinion that the Shares were legally issued, fully
paid and non-assessable by the Fund.
Very truly yours,
Rodd M. Baxter
