COWEN STANDBY TAX EXEMPT RESERVE FUND INC, 485BPOS, 2000-01-25

COWEN STANDBY TAX EXEMPT RESERVE FUND INC
485BPOS, 2000-01-25

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<PAGE>

As filed with the Securities and Exchange Commission on

January 25, 2000 (to be effective February 1, 2000)

Securities Act File No. 2-98681
Investment Company Act File No. 811-4344

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---

Pre-Effective Amendment No.
---

Post-Effective Amendment No. 14 X
--- ---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
---

---

Amendment No. 15 X
---

(Check appropriate box or boxes)

SG COWEN STANDBY TAX-EXEMPT RESERVE FUND, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

560 Lexington Avenue
New York, New York 10022
- ---------------------------------------- ----------
(address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (212) 278-4569

Rodd M. Baxter, Esq.
SG Cowen Standby Reserve Fund, Inc.
1221 Avenue of the Americas
New York, New York 10020
---------------------------------------
(Name and Address of Agent for Service)

Copies to: Jon S. Rand, Esq.
Willkie, Farr & Gallagher
787 Seventh Avenue
New York, New York 10019

Approximate Date of Proposed Public Offering:
As soon as practicable after the effective
date of this Registration Statement

<PAGE>

It is proposed that this filing will become effective (check appropriate box):

Immediately upon filing pursuant to paragraph (b), or
- ---

X on February 1, 2000 pursuant to paragraph (b), or
- ---

60 days after filing pursuant to paragraph (a), or
- ---

on
- ---

75 days after filing pursuant to paragraph (a)(2)
- ---

on (date) pursuant to paragraph (a)(2) of Rule 485.
- ---

<PAGE>

PROSPECTUS FEBRUARY 1, 2000

SG COWEN STANDBY RESERVE
FUND, INC.
SG COWEN STANDBY TAX-EXEMPT
RESERVE FUND,INC.

560 Lexington Avenue New York, NY 10022 877-293-7298 212-278-4569

LIKE SHARES OF ALL MUTUAL FUNDS, THESE SHARES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

<TABLE>
<S> <C>
[LOGO] [LOGO]
</TABLE>
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
FUND PROFILES

SG Cowen Standby Reserve Fund............................ 3

SG Cowen Standby Tax-Exempt Reserve Fund................. 4

HOW WE MANAGE THE FUNDS.................................. 6

Our investment strategies................................ 6

The securities in which we typically invest.............. 7

SG Cowen Standby Reserve Fund.......................... 7

SG Cowen Standby Tax-Exempt Reserve Fund............... 8

THE RISKS OF INVESTING IN THE FUNDS...................... 8

WHO MANAGES THE FUNDS.................................... 8

Investment manager....................................... 8

Management fees.......................................... 9

ALL ABOUT YOUR ACCOUNT................................... 9

How to buy shares........................................ 9

How to sell shares....................................... 10

Account minimum.......................................... 10

Special services......................................... 10

DIVIDENDS, DISTRIBUTIONS AND TAXES....................... 11

FINANCIAL HIGHLIGHTS..................................... 12
</TABLE>

2
<PAGE>
SG COWEN STANDBY RESERVE FUND

WHAT ARE THE FUND'S GOALS?

The Fund is a money market fund and seeks maximum current income consistent
with preserving capital and maintaining liquidity. Although the Fund will strive
to achieve this goal, there is no assurance that it will.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

We invest in short-term money market instruments. Following guidelines
established by the Fund's Board of Directors, we invest only in those securities
we determine to be of high quality and carry a minimum credit risk. While we
emphasize income from such investments, we consider carefully security of
principal, marketability, and diversity of investments.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

Investing in any mutual fund involves risk. An investment in the Fund is not
a complete investment program and you should consider it just one part of your
total investment program. Turn to page 8 for more complete discussion of risk.

The Fund's yield will vary as the money market instruments it invests in
mature and are replaced by money market instruments that may have a higher or
lower yield. While we invest in only those securities we determine to be of high
quality and carry a minimum credit risk they may be subject to a decline in
value. As with all investments inflation may erode the real value of an
investment in the Fund over time.

An investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

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. They show how returns for the Fund's shares
have varied over the past ten calendar years, as well as the average annual
returns of these shares for one, five, and ten years compared to the performance
of the IBC MONEY FUND AVERAGE (FIRST TIER). 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>
YEAR BY YEAR RETURNS
<S> <C>
1999 Returns 4.74
1998 Returns 5.05
1997 Returns 5.05
1996 Returns 4.85
1995 Returns 5.39
1994 Returns 3.68
1993 Returns 2.73
1992 Returns 3.86
1991 Returns 5.57
1990 Returns 7.86
</TABLE>

3
<PAGE>
YEAR-BY-YEAR RETURNS

FOOTNOTE TO BAR CHART: During the ten years illustrated in the bar chart,
the Fund's highest return in one calendar quarter was 7.79% (6/30/90) and its
lowest return in one calendar quarter was 2.51% (9/30/93).

AVERAGE ANNUAL RETURNS AS OF 12/31/99

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
-------- -------- --------
<S> <C> <C> <C>
SG Cowen Standby Reserve Fund............................... 4.74% 5.02% 4.88%
IBC Money Fund Average (First Tier)......................... 4.57% 4.97% 4.81%
</TABLE>

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.

ANNUAL FUND OPERATING EXPENSES PAID FROM THE FUND'S ASSETS

<TABLE>
<S> <C>
Management Fees............................................. 0.50%
Distribution and Service (12b-1) Fees....................... None
Other Expenses (1).......................................... 0.08%
Total Annual Fund Operating Expenses........................ 0.58%
</TABLE>

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

(1) These expenses include actual fees for shareholder services, custodial
fees, legal and accounting fees, printing costs and registration fees for
the Fund's fiscal year that ended September 30, 1999. These expenses vary
from year to year.

EXAMPLE

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, the fund's operating expenses remain the same and 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>
1 Year 3 Years 5 Years 10 Years
- ------ -------- -------- --------
<S> <C> <C> <C>
$59 $186 $324 $726
</TABLE>

SG COWEN STANDBY TAX-EXEMPT RESERVE FUND

WHAT ARE THE FUND'S GOALS?

The Fund is a money market fund and seeks maximum current income that is
exempt from federal income taxes consistent with preserving capital and
maintaining liquidity. Although the Fund will strive to achieve this goal, there
is no assurance that it will.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

Under normal market conditions, we invest at least 80% of the Fund's net
assets in short-term, tax-exempt municipal securities. Following guidelines
established by the Fund's Board of Directors, we invest only in those

4
<PAGE>
municipal securities we determine to be of high quality and carry a minimum
credit risk. While we emphasize income from such investments, we consider
carefully security of principal, marketability, and diversity of investments.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

Investing in any mutual Fund involves risk. An investment in the Fund is not
a complete investment program and you should consider it just one part of your
total investment program. Turn to page 8 for a more complete discussion of risk.

It is also possible that the instruments that the Fund invests in can not be
readily sold or sold only at a price lower than their broadly recognized value.
There also may periodically be a shortage of appropriate tax-exempt instruments
in which to invest.

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 how returns for the Fund's shares have
varied over the past ten calendar years, as well as the average annual returns
of these shares for one, five, and ten years compared to the performance of the
IBC TAX FREE FUND AVERAGE (BROKER AND GENERAL PURPOSE). 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>
YEAR BY YEAR RETURNS
<S> <C>
1999 Returns 2.81
1998 Returns 2.97
1997 Returns 3.16
1996 Returns 2.99
1995 Returns 3.28
1994 Returns 2.32
1993 Returns 1.91
1992 Returns 2.54
1991 Returns 4.05
1990 Returns 5.44
</TABLE>

5
<PAGE>
YEAR-BY-YEAR RETURNS

FOOTNOTE TO BAR CHART: During the ten years illustrated in the bar chart,
the Fund's highest return in one calendar quarter was 5.41% (12/31/90) and its
lowest return in one calendar quarter was 1.76% (3/31/94).

AVERAGE ANNUAL RETURNS AS OF 12/31/99

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
-------- -------- --------
<S> <C> <C> <C>
SG Cowen Standby Tax-Exempt Reserve Fund.................... 2.81% 3.04% 3.15%
IBC Tax Free Fund Average (Broker and General Purpose)...... 2.71% 3.00% 3.15%
</TABLE>

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.

ANNUAL FUND OPERATING EXPENSES PAID FROM THE FUND'S ASSETS.

<TABLE>
<S> <C>
Management Fees(1).......................................... 0.50%
Distribution and Service (12b-1) Fees....................... None
Other Expenses(2)........................................... 0.13%
Total Annual Fund Operating Expenses(1)..................... 0.63%
</TABLE>

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

(1) The above table does not reflect SG Cowen's voluntary waiver of 0.10% of its
management fee. The total annual fund operating expenses after considering
this waiver was 0.53%. SG Cowen is under no obligation to continue this
waiver.

(2) These expenses include actual fees for shareholder services, custodial fees,
legal and accounting fees, printing costs and registration fees for the
Fund's fiscal year that ended September 30, 1999. These expenses vary from
year to year.

EXAMPLE

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, the Fund's operating expenses remain the same and 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>
1 Year 3 Years 5 Years 10 Years
- ------ -------- -------- --------
<S> <C> <C> <C>
$64 $202 $351 $786
</TABLE>

HOW WE MANAGE THE FUNDS

OUR INVESTMENT STRATEGIES

We analyze economic and market conditions, seeking to identify the
securities that we think make the best investments in pursuit of our investment
objective of current income consistent with preserving capital and maintaining
liquidity. We blend a number of investment strategies to manage the Funds.

6
<PAGE>
THE SECURITIES IN WHICH WE TYPICALLY INVEST

The following is a description of the securities in which we normally
invest.

SG COWEN STANDBY RESERVE FUND

We invest only in those securities rated in the highest categories of a
nationally recognized rating organization. If a security is not rated, we invest
only in those which we deem to be of comparable quality to those securities
described in the previous sentence.

U.S. GOVERNMENT SECURITIES

U.S. government securities include U.S. Treasury bills, notes and bonds, as
well as securities issued or guaranteed by U.S. government agencies or
instrumentalities.

BANK INSTRUMENTS

Bank instruments include certificates of deposit and bankers' acceptances
issued by domestic and foreign banks, savings and loan associations and similar
institutions with a minimum of $1 billion in assets. We invest only in
instruments issued by domestic branches of U.S. and foreign banks, and London
branches of U.S. banks.

COMMERCIAL PAPER

Short-term debt obligations, or notes, with maturities ranging from 2 to 270
days, issued by banks, corporations, and others are known as commercial paper.

MEDIUM TERM NOTES

Medium term debt obligations, or notes, mature more than 270 days after they
are issued.

VARIABLE RATE NOTES

A variable rate note is a debt obligation whose interest rate is adjusted on
set dates according to a benchmark interest rate such as the London Interbank
Offered Rate (LIBOR), which is the rate that the most creditworthy international
banks charge each other for loans.

FLOATING RATE NOTES

A floating rate note is a debt obligation whose interest rate changes
whenever a specified benchmark interest rate, such as the federal funds rate,
changes.

REPURCHASE AGREEMENTS

A repurchase agreement is an agreement between a buyer and seller of
securities in which the seller agrees to buy the securities back within a
specified time at the same price the buyer paid for them, plus an amount equal
to an agreed upon interest rate.

7
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SG COWEN STANDBY TAX-EXEMPT RESERVE FUND

MUNICIPAL SECURITIES

States, local governments and municipalities issue municipal bonds to raise
money for various public purposes such as building public facilities,
refinancing outstanding obligations, and financing general operating expenses. A
municipality may issue general obligation bonds which are secured by its taxing
power, or it may issue revenue bonds which are payable from the revenues of a
particular project or a special excise tax. A municipality may also issue
commercial paper which is a short-term, unsecured debt obligation.

VARIABLE RATE DEMAND NOTES

A variable rate note is a debt obligation whose interest rate is adjusted on
set dates according to a benchmark interest rate. The demand feature enables the
Fund to redeem the note at any time or at specified intervals.

TAX-EXEMPT FLOATING RATE NOTES

A debt security whose interest rate is adjusted periodically, usually every
six months.

TAX-EXEMPT COMMERCIAL PAPER

Short-term debt obligations or notes with maturities usually ranging from 30
to 270 days issued by municipalities.

THE RISKS OF INVESTING IN THE FUNDS

Investing in any mutual fund involves risk, including the risk that you may
receive little or no return on your investment. Therefore, before you invest in
these Funds you should carefully evaluate the risks. The chief risk you assume
when investing in the Funds is INTEREST RATE RISK, the possibility that as
interest rates rise the value of some fixed income securities, especially those
securities with longer maturities, may decrease. MARKET RISK is the risk that
the securities in a certain market such as the bond market will decline in value
because of factors such as economic conditions, future expectations or investor
confidence. As money market funds, the Funds seek to preserve the value of your
investment at $1.00 per share.

WHO MANAGES THE FUNDS

The officers of each Fund conduct the Fund's daily business operations,
subject to the supervision of the Funds' Boards of Directors.

INVESTMENT MANAGER

From the Funds' commencement of operations until July 1, 1998, Cowen & Co.
("Cowen") served as investment manager. On July 1, 1998, Cowen's business was
combined with Societe Generale Securities

8
<PAGE>

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.
From July 1, 1998 through December 31,1999 SG Cowen through its SG Cowen Asset
Management Division served as the investment manager to the Funds, with the
existing investment management personnel of Cowen continuing to provide
investment management services to the Funds. In January 2000 as a result of an
internal reorganization, the SG Cowen Asset Management Division of SG Cowen was
tranferred to SG Cowen Asset Management, Inc. ("SGCAM"). All officers and
employees engaged in providing investment advisory services to the Funds with SG
Cowen have become officers and employees of SGCAM and they will continue to
provide the same services to the Funds. for the same management fees described
below. SGCAM which currently manages approximately $4 billion in assets, manages
the Funds' business affairs, including being responsible for each Fund's
investment program and provides daily administrative services.

MANAGEMENT FEES

For managing the SG Cowen Standby Reserve Fund, Inc. and its investments,
the adviser is paid a yearly fee of 0.50% for the first $1.5 billion of daily
net asset value, 0.475% for the next $1 billion, and 0.45% for assets over $2.5
billion.

For managing the SG Cowen Standby Tax-Exempt Reserve Fund, Inc. and its
investments, the adviser is paid a yearly fee of 0.50% of the Fund's daily net
asset value.

ALL ABOUT YOUR ACCOUNT

HOW TO BUY SHARES

To invest in a Fund, if you have an account at SG Cowen, merely direct your
representative to invest in the Fund. You do not need to have an account with SG
Cowen to purchase shares in a Fund. Simply have your financial representative
purchase the shares. You can also contact the Fund directly at (800) 309-1111.
There is no charge for establishing or maintaining an account. If you want to
purchase shares by wire, contact the Fund directly at (800) 309-1111. You can
open an account with an initial investment of $500, and make additional
investments at any time for as little as $500. The minimum investment for
SEP-IRA and IRA accounts is $100. The price you pay for shares will depend on
when we receive your purchase order.

Each Fund reserves the right to vary these amounts. Each Fund's shares are
sold on each business day. If we receive your order before 2:00 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 we receive your order after 2:00 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 each Fund's net asset value (NAV) per share as of
2:00 p.m. Eastern time each day the New York Stock Exchange is open for
business. We calculate the net asset value 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. The
result is the net asset value per share. We price the investments of each Fund
on the basis of amortized cost.

9
<PAGE>
HOW TO SELL SHARES

You can redeem your shares (sell them back to the fund) by mail by writing
to: DST Systems, Inc., 210 West 10th Street, Kansas City, MO. 64105. Your
request must be signed by all owners of the account, and you must include a
signature guarantee for each owner. Signature guarantees are also required when
redemption proceeds are going to anyone other than the account holder(s) of
record. You can redeem your shares by telephone or wire, with the proceeds sent
to your bank the next business day after we receive your request. However, you
bear the risk of loss for any fraudulent oral redemption order. You can sell
$100 or more of your shares by writing a check payable to the order of any
person. You may also sell your shares through a broker - dealer, who may charge
a fee for this service. If you hold your shares in certificates, you must submit
the certificates with your request to sell the shares.

When you send us a properly completed request to sell or exchange shares, by
2:00 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
we receive your request. We will pay you promptly, normally the next business
day, but no later than seven days after we receive your request to sell your
shares. 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.

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
(800) 309-1111.

- - You can EXCHANGE all or part of your shares for shares in another SG Cowen
money market fund without paying a sales charge. When you exchange shares, you
are purchasing shares in another fund so you should be sure get a copy of the
fund's prospectus and read it carefully before buying shares through an
exchange. If you exchange your shares for shares in a SG Cowen non-money
market fund, you will have to pay any applicable sales charges for the shares
you purchase.

- - You can AUTOMATICALLY INVEST any free credit balance over $100 in your SG
Cowen securities account in a Fund daily. You can also automatically invest
any free credit balances over $1.00 but below a Fund's minimum requirement
weekly. For a participant in this program, redemption of shares of the Fund
will be effected automatically on each business day to satisfy the debit
balances in the shareholder's securities account. Shareholders who are
investors in both Funds must designate which Fund they wish to use. Free
credit balances in a shareholder's securities account will be automatically
invested into the chosen Fund and debit balances will be satisfied from the
Fund before debiting other assets in the account. No fee is charged with
respect to these automatic transactions. SG Cowen reserves the right, however,
upon notification to all participants, to impose a fee in the future.

- - You may buy shares in the SG Cowen Standby Reserve Fund, Inc. for your
INDIVIDUAL OR GROUP RETIREMENT PLAN, including your Individual Retirement
Account (IRA), Roth IRA and Education IRA.

10
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES

The Funds declare dividends daily and pay them monthly, while any net
realized capital gains are distributed annually. We automatically reinvest all
dividends and any capital gains, unless you tell us otherwise. Your shares begin
accruing dividends on the day after your purchase order becomes effective and
they continue accruing dividends through and including the day your order to
redeem and sell your shares becomes effective.

The tax status of your dividends in these Funds are not affected by whether
you reinvest your dividends or receive them in cash.

Because the SG Standby Tax-Exempt Reserve Fund invests in municipal bonds,
certain dividends you receive will be exempt from regular federal income tax.
All or a portion of these dividends, however, may be subject to state and local
taxes or to the federal alternative minimum tax (AMT). If you receive social
security benefits, you should be aware that any tax-free income is taken into
account in calculating the amount of these benefits that may be subject to
federal income tax.

Dividends paid by the SG Cowen Standby Reserve Fund from short-term capital
gains and net investment income are generally taxable as ordinary income. In
addition, you may be subject to state and local taxes on distributions.

Because we do not expect either of the Funds to have long-term capital
gains, we do not expect any of the Funds' distributions or dividends to be
taxable as long-term capital gains. 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.

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 each
Fund's financial performance for the past five years. All information reflects
financial results for a single share in each Fund. The following information for
the year ended September 30, 1999 has been audited by KPMG LLP, independent
auditors whose report thereon appears in the Funds' annual report, which is
available upon request by calling (877)-293-7298. The information for the fiscal
years ended prior to September 30, 1999 has been audited by other independent
auditors.

<TABLE>
<CAPTION>
SG Cowen Standby Reserve Fund
------------------------------------------------------------
Year Ended September 30,
------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE
Beginning of Year................................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................ 0.05 0.05 0.05 0.05 0.05
LESS DISTRIBUTIONS
Dividends from Net Investment Income............. (0.05) (0.05) (0.05) (0.05) (0.05)
---------- ---------- ---------- ---------- --------
NET ASSET VALUE
End of Year...................................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ========== ========== ========
Total Return....................................... 4.67% 5.13% 4.98% 4.97% 5.23%
RATIOS/SUPPLEMENTAL DATA
Net Assets (000 omitted)......................... $1,394,671 $1,475,639 $1,337,467 $1,101,944 $890,888
Ratio of Expenses to Average Net Assets.......... 0.58% 0.65% 0.69% 0.71% 0.71%
Ratio of Net Investment Income to Average Net
Assets.......................................... 4.58% 5.03% 4.89% 4.89% 5.13%

<CAPTION>
SG Cowen Standby Tax-Exempt Reserve Fund
------------------------------------------------------------
Year Ended September 30,
------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE
Beginning of Year................................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................ 0.03 0.03 0.03 0.03 0.03
LESS DISTRIBUTIONS
Dividends from Net Investment Income............. (0.03) (0.03) (0.03) (0.03) (0.03)
---------- ---------- ---------- ---------- --------
NET ASSET VALUE
End of Year...................................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ========== ========== ========
Total Return....................................... 2.70% 3.10% 3.11% 3.07% 3.19%
RATIOS/SUPPLEMENTAL DATA
Net Assets (000 omitted)......................... $156,312 $218,064 $187,213 $171,055 $122,536
Ratio of Expenses to Average Net Assets*......... 0.53% 0.54% 0.56% 0.59% 0.61%
Ratio of Net Investment Income to Average Net
Assets*......................................... 2.65% 3.06% 3.07% 3.01% 3.14%
INVESTMENT ADVISORY FEES WAIVED
Amount........................................... $185,534 $197,675 $181,100 $156,993 $124,784
Ratio to Average Net Assets...................... 0.10% 0.10% 0.10% 0.10% 0.10%
</TABLE>

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

* Net of Waiver

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<PAGE>

Additional information about the Funds' investments is available in the
Funds' annual and semi-annual reports to shareholders. You can find more
detailed information about each 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 these Funds, you can
write to us at 560 Lexington Avenue, New York, NY 10022 or call toll-free
(877) 293-7298.

You can find reports and other information about the Funds on the SEC Web
site (http://www.sec.gov), or you can get copies of this information, after
paying of a duplicating fee, by writing to the Public Reference Section of the
SEC, Washington, D.C. 20549-6009. Information about the Funds, including their
Statements 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
(800) SEC-0330.

811-4344 811-3220
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

February 1, 2000

SG COWEN STANDBY RESERVE FUND, INC.

SG COWEN STANDBY TAX-EXEMPT RESERVE FUND, INC.

560 Lexington Avenue, New York, New York 10022
(212) 278-4569, (877) 293-7298

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CONTENTS PAGE
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History.........................................................................2

Investment Objective, Policies and Strategies...................................2

Reserve Fund.............................................................2
Tax-Exempt Fund..........................................................6

Management of the Funds........................................................12

Purchase, Redemption and Pricing of Shares.....................................16

Portfolio Transactions.........................................................19

Capital Stock..................................................................20

Taxation.......................................................................20

Determination of Yield.........................................................21

Auditors and Counsel...........................................................22

Financial Statements...........................................................22

APPENDIX- Description of Ratings...............................................22
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This Statement of Additional Information is meant to be read in
conjunction with the Prospectus of SG Cowen Standby Reserve Fund, Inc. ("Reserve
Fund") and SG Cowen Standby Tax-Exempt Reserve Fund, Inc. ("Tax-Exempt Fund)
also collectively known as the "Funds" dated February 1, 2000, and is
incorporated by reference in its entirety into that Prospectus. Because this
Statement of Additional Information is not

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itself a prospectus, no investment in shares of the Funds should be made solely
upon the information contained herein. Copies of the Funds' Prospectus may be
obtained by calling Funds Distributor, Inc, the Funds' principal underwriter, at
800-221-7930 or by contacting any SG Cowen Securities Corporation ("SG Cowen")
account representative. The Funds financial statements and auditor's report
herein for the fiscal year ended September 30, 1999 are incorporated by
reference to the Funds' Annual Report, which may be obtained without charge by
calling the toll-fee number above. SG Cowen Asset Management Inc. ("SGCAM") is
the investment manager to the Funds.

HISTORY

Reserve Fund was incorporated on June 19, 1981 under the laws of the
State of Maryland and commenced operations on October 22, 1981. Tax-Exempt Fund
was incorporated on June 5, 1985 under the laws of the State of Maryland and
commenced operations on April 1, 1986. On July 1, 1998, the names of the Funds
were changed from Cowen Standby Reserve Fund, Inc. and Cowen Standby Reserve
Fund, Inc. to SG Cowen Standby Reserve Fund, Inc. and SG Cowen Standby
Tax-Exempt Reserve Fund, Inc. respectively.

INVESTMENT OBJECTIVE, POLICIES AND STRATEGIES

RESERVE FUND

Reserve Fund is a diversified open-end management investment company.
The investment objective of Reserve Fund is the maximization of current income
to the extent consistent with the preservation of capital and the maintenance of
liquidity. The following policies supplement the descriptions of Reserve Fund's
investment objective, policies and strategies in the Prospectus.

UNITED STATES GOVERNMENT, AGENCY AND INSTRUMENTALITY SECURITIES

United States government, agency and instrumentality securities in
which Reserve Fund may invest include Treasury Bills, Treasury Notes and
Treasury Bonds; other obligations which are supported by the full faith and
credit of the United States Treasury, such as Government National Mortgage
Association pass-through certificates; obligations which are supported by the
right of the issuer to borrow from the Treasury, such as securities of Federal
Home Loan Banks; and obligations which are supported only by the credit of the
instrumentality, such as Federal National Mortgage Association bonds.

Reserve Fund has the ability to invest in agency obligations which are
supported only by the credit of the instrumentality, such as Federal National
Mortgage Association bonds. Because the United States government is not
obligated by law to provide financial support to an instrumentality it sponsors,
Reserve Fund will invest in obligations issued by such an instrumentality only
when SG Cowen determines that the credit risk with respect to the
instrumentality does not make its securities unsuitable for

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investment by Reserve Fund.

BANK OBLIGATIONS

Bank obligations will include U.S. dollar denominated instruments
issued or supported by the credit of U. S. banks or foreign banks or savings
institutions. Certificates of deposit ("CDs") and bankers' acceptances ("BAs")
in which Reserve Fund may invest generally are limited to those instruments
issued by domestic or foreign commercial banks, savings and loan associations
and similar institutions having total assets in excess of $1 billion. CDs are
short-term negotiable obligations of commercial banks, and BAs are time drafts
drawn on commercial banks by borrowers usually in connection with international
transactions. Reserve Fund will concentrate its investments in the banking
industry, investing in CD's and BA's of domestic branches of U. S. banks, London
branches of U. S. banks and domestic branches of foreign banks. Reserve Fund's
investments in the obligations of London branches of U. S. banks and domestic
branches of foreign banks may subject Reserve Fund to investment risks that are
different in some respects from those of investments in obligations of U. S.
issuers. For example, there may be less publicly available information about
such entities than about domestic banks and their domestic branches. Reserve
Fund will acquire securities issued by London branches of U. S. banks or
domestic branches of foreign banks only when SG Cowen believes that the risk
associated with such instruments is minimal.

REPURCHASE AGREEMENTS

Reserve Fund may purchase debt instruments and concurrently enter into
repurchase agreements with sellers of the securities. Under a repurchase
agreement, Reserve Fund may acquire an underlying debt instrument for a
relatively short period subject to an obligation of the seller to repurchase and
the Company to resell the instrument at a fixed price and time, thereby
determining the yield during the Company's holding period. This results in a
fixed rate of return insulated from market fluctuations during such period.
Under the Investment Company Act of 1940, as amended (the "1940 Act"),
repurchase agreements are considered loans by Reserve Fund. The obligation of
the seller to repurchase the instrument at the agreed-upon price and time is in
effect secured by the value of the instrument. If a seller defaults on its
obligation to repurchase the underlying security, Reserve Fund will incur a loss
to the extent that the proceeds it realizes on the sale of the collateral are
less than the repurchase price of the instrument. Furthermore, should the
defaulting seller file for bankruptcy, Reserve Fund could incur certain costs in
establishing its right to dispose of the collateral or experience delays or be
subject to limitations in its realization thereon. However, Reserve Fund will
not enter into repurchase agreements maturing in more than seven days in an
amount which, when added to any other securities which are restricted as to
resale or securities without readily available market quotations, would exceed
10% of Reserve Fund's total assets.

Reserve Fund will enter into repurchase agreements with respect to its
portfolio securities with member banks of the Federal Reserve System or certain
non-bank dealers. Under each repurchase agreement, the selling institution will
be required to maintain

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collateral deposits equal at all times to the value of the securities subject to
the repurchase agreement at not less than their repurchase price. SG Cowen,
acting under the supervision of Reserve Fund's Board of Directors, reviews the
creditworthiness of those non-bank dealers and member banks of the Federal
Reserve System with whom the Reserve Fund enters into repurchase agreements to
evaluate these risks.

COMMERCIAL PAPER

Commercial paper purchased by Reserve Fund is limited to direct
obligations of issuers. Included among the commercial paper Reserve Fund may
purchase is paper that may be purchased or sold only in private transactions;
Reserve Fund's investments in such commercial paper will be subject to Reserve
Fund's limitation on investments in securities with contractual or other
restriction on resale.

MEDIUM TERM NOTES

Medium term notes are issued by banks and business corporations. They are
unsecured debt instruments evidencing an obligation to pay a stated principal
amount at a stated maturity date more than 270 days from issuance.

VARIABLE AND FLOATING RATE NOTES

Reserve Fund may acquire variable and floating rate notes. A variable
rate note is one whose terms provide for the adjustment of its interest rate on
set dates and which, upon such adjustment, can reasonably be expected to have a
market value that approximates its par value. A floating rate note is one whose
terms provide for the adjustment of its interest rate whenever a specified
interest rate changes and which, at any time, can reasonably be expected to have
a market value that approximates its par value. Such notes are frequently not
rated by credit rating agencies; however, unrated variable and floating rate
notes purchased by Reserve Fund will be determined by SG Cowen under guidelines
established by Reserve Fund's Board of Directors to be of comparable quality at
the time of purchase to rated instruments eligible for purchase. Although there
may be no active secondary market with respect to a particular variable or
floating rate note purchased by Reserve Fund, it may resell a note at any time
to a third party. The absence of an active secondary market, however, could make
it difficult for Reserve Fund to dispose of a variable or floating rate note in
the event the issuer of the note defaulted on its payment obligations and
Reserve Fund could, as a result or for other reasons, suffer a loss to the
extent of the default. Variable or floating rate notes may be secured by bank
letters of credit.

OTHER INVESTMENT LIMITATIONS

The following investment limitations may not be changed without the
affirmative vote of the holders of a majority of Reserve Fund's outstanding
shares. Such majority is defined as the lesser of (a) 67% of Reserve Fund's
shares present at a meeting, if the holders of more than 50% of the outstanding
shares are present in person or by proxy or (b) more than 50% of Reserve Fund's
outstanding shares.

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Reserve Fund may not:

1. Purchase common stocks, preferred stocks, warrants, other equity
securities, state municipal bonds or industrial revenue bonds;

2. Borrow money except from banks for temporary or emergency purposes
including meeting redemption requests which might otherwise require
the untimely disposition of securities. Borrowing in the aggregate
may not exceed 10%, and borrowing for purposes other than meeting
redemptions may not exceed 5%, of the value of Reserve Fund's total
assets (including the amount borrowed) valued at the lesser of cost
or market less liabilities (not including the amount borrowed) at
the time the borrowing is made. The borrowings will be repaid before
any additional investments are made;

3. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except in an amount up to 10% of the value of its net total assets
but only to secure borrowings for temporary or emergency purposes;

4. Sell securities short or purchase securities on margin;

5. Write or purchase put or call options;

6. Underwrite the securities of other issuers or purchase securities
with contractual or other restrictions on resale;

7. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts or oil and gas
interests;

8. Make loans to others except through purchasing qualified debt
obligations, loaning portfolio securities (see item 13, below), and
entering into repurchase agreements referred to under "Investment
Objective and Policies" (see also item 14, below);

9. Subject to the diversification requirements of Section 5 of the 1940
Act invest more than 15% of its assets in the obligations (including
repurchase agreements) of any one bank, or invest more than 5% of
its assets in the commercial paper of any one issuer;

10.Invest more than 25% of its assets in the securities of issuers in
any single industry, provided that there shall be no limitation on
the purchase of obligations issued or guaranteed by the United
States government, its agencies or instrumentalities, certificates
of deposit and bankers acceptances;

11.Invest in companies for the purpose of exercising control;

12.Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of
assets;

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13.Lend its portfolio securities in excess of 20% of its total assets,
taken at their value. Any loans of portfolio securities will be made
according to guidelines established by the Securities and Exchange
Commission ("SEC") and Reserve Fund's Board of Directors, including
maintenance of collateral of the borrower equal at all times to the
current market value of the securities loaned;

14.Invest more than 10% of its assets in unmarketable securities,
including restricted securities, other unmarketable securities, and
repurchase agreements maturing in more than seven days from the date
of acquisition.

INVESTMENT OBJECTIVE, POLICIES AND STRATEGIES

TAX-EXEMPT FUND

The Tax-Exempt Fund is a diversified open-end management investment
company. The investment objective of Tax-Exempt Fund is the maximization of
current income that is exempt from federal income taxes to the extent consistent
with the preservation of capital and the maintenance of liquidity.

At least 80% of Tax-Exempt Fund's assets will be invested in short-term
tax-exempt debt obligations issued by or on behalf of states, territories and
possessions of the United States, the District of Columbia and their respective
authorities, agencies, instrumentalities and political sub-divisions ("Municipal
Securities"). Tax-Exempt Fund will invest in Municipal Securities only if they
are determined to be of high quality and to present minimal credit risk pursuant
to guidelines established by Tax-Exempt Fund's Board of Directors. Municipal
Securities in which Tax-Exempt Fund may invest include: (a) commercial paper,
which typically represents short-term, unsecured, negotiable promissory notes,
issued to meet seasonal working capital needs of municipalities or to provide
interim construction financing; (b) notes used to provide for short-term capital
needs, usually with a maturity of one year or less, such as Tax Anticipation,
Bond Anticipation and Revenue Anticipation Notes and other short-term loans; and
(c) bonds classified principally as (i) General Obligation Bonds, which are used
to finance public projects and are secured by the issuer's taxing power for the
payment of principal and interest and (ii) Revenue Bonds issued to finance a
specific, revenue-generating capital project and payable only from the proceeds
of the specific revenue source. The identification of the issuer of a Municipal
Security depends upon the terms and conditions of the security. If the assets
and revenues of an agency, authority, instrumentality or other political
subdivision are separated by those of the government creating the issuing entity
and a security is backed only by assets and revenues of the entity, the entity
would be deemed to be the sole issuer of the security. Similarly, in the case of
a private activity bond, if that bond is backed only by the assets and revenues
of the non-governmental user then the non-governmental user would be deemed to
be the

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sole issuer. If, however, the creating government or some other entity
guarantees a security, such a guarantee would be considered a separate security
and would be treated as an issue of such government or other entity.

There are, of course, variations in the quality of Municipal
Securities, both within a particular classification and among classifications,
and the yields on Municipal Securities depend upon a variety of factors,
including general money market conditions, the financial condition of the
issuer, general conditions of the municipal bond market, the size of a
particular offering, the maturity of the obligation and the rating of the issue.
The ratings of Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's
Rating Service a division of The McGraw-Hill Companies Inc. ("S&P"), Duff &
Phelps, Inc. ("D&P"), Fitch Investors Services, Inc. ("Fitch"), IBCA Limited
("IBCA") and Thomson Bankwatch ("Thomson") represent their opinions as to the
quality of Municipal Securities. It should be emphasized, however, that ratings
are general and are not absolute standards of quality, and Municipal Securities
with the same maturity interest rate and rating may have different yields while
Municipal Securities of the same maturity and interest rate with different
ratings may have the same yield. Subsequent to its purchase by Tax-Exempt Fund,
an issue of Municipal Securities may cease to be rated or its rating may be
reduced below the minimum rating required for purchase by Tax-Exempt Fund.
Tax-Exempt Fund's investment manager will consider such an event in determining
whether Tax-Exempt Fund should continue to hold the obligation. See the Appendix
attached hereto for further information concerning the ratings.

An issuer's obligations under its Municipal Securities are subject to
the provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any,
which may be enacted by federal or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
enforcement of such obligations or upon the ability of municipalities to levy
taxes. The power or ability of an issuer to meet its obligations for the payment
of interest on and principal of its Municipal Securities may be materially
adversely affected by litigation or other conditions.

VARIABLE RATE DEMAND NOTES

Municipal Securities purchased by Tax-Exempt Fund may include variable
rate demand notes issued by industrial development authorities and other
governmental entities. Although variable rate demand notes are frequently not
rated by credit rating agencies, unrated notes purchased by Tax-Exempt Fund will
be determined by SG Cowen to be of comparable quality at the time of purchase to
instruments rated "high quality" (i.e., within the two highest ratings) by any
major rating service. Tax-Exempt Fund may invest in variable rate demand notes
carrying stated maturities in excess of one year at the date of purchase by
Tax-Exempt Fund if such variable rate demand notes carry demand features
permitting Tax-Exempt Fund to redeem at any time or, under certain conditions,
at specified periodic intervals, not exceeding one year, in either case upon
such notice as is deemed appropriate by the SEC or its staff, currently not more
than seven days. Frequently such obligations are secured by irrevocable letters
of credit or other credit support arrangements provided by banks. The quality of
the underlying creditor or of the bank, as the case may be, must, as determined
by SG Cowen, also be equivalent to the quality standards set forth above. In
addition, while there is no active

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secondary market with respect to a particular variable rate demand note
purchased by Tax-Exempt Fund, Tax-Exempt Fund may, upon the seven days notice
specified in the note, demand payment of the principal of and accrued interest
on the note. The absence of such an active secondary market, however, could make
it difficult for Tax-Exempt Fund to dispose of the variable rate demand note
involved, in the event the issuer of the note defaulted on its payment
obligations, and Tax-Exempt Fund could, for this or other reasons, suffer a loss
of principal and interest.

Tax-Exempt Fund may invest in participating interests purchased from banks
in variable rate Municipal Securities (such as industrial development bonds)
owned by banks. If necessary in the opinion of Tax-Exempt Fund's investment
manager, participation interests will carry a liquidity feature permitting
Tax-Exempt Fund to tender them back to the bank or will be backed by an
irrevocable letter of credit or guarantee of a bank which SG Cowen has
determined to be equivalent to the quality standards set forth above.

WHEN-ISSUED SECURITIES

Tax-Exempt Fund may also purchase Municipal Securities on a
"when-issued" basis. Tax-Exempt Fund will enter into a when-issued transaction
for the purpose of acquiring portfolio securities and not for the purpose of
leverage. When-issued securities are securities purchased for delivery beyond
the normal settlement date at a stated price and yield. Tax-Exempt Fund will
generally not pay for such securities or start earning interest on them until
they are received; thus, they involve a form of leveraging. Securities purchased
on a when-issued basis are recorded as an asset and are subject to changes in
value, both before and after delivery, based upon changes in the general level
of interest rates and other market factors. Although Tax-Exempt Fund may
purchase when-issued securities without limit, Tax-Exempt Fund expects that
commitments to purchase when-issued securities normally will not exceed 25% of
the value of its total assets and that a commitment by Tax-Exempt Fund to
purchase when-issued securities will not exceed 45 days. Due to fluctuations in
the value of Municipal Securities purchased on a when-issued basis, the yields
obtained on such securities may be higher or lower than the yields available in
the market on the dates when the investments are actually delivered to
Tax-Exempt Fund.

STAND-BY COMMITMENTS

Tax-Exempt Fund may acquire "stand-by commitments" (sometimes referred
to as "puts") with respect to Municipal Securities held in its portfolio. Under
a stand-by commitment, a dealer agrees to purchase, at Tax-Exempt Fund's option,
specified Municipal Securities at a specified price. Tax-Exempt Fund intends to
enter into stand-by commitments only with dealers, banks and broker-dealers
which, in the opinion of Tax-Exempt Fund's investment manager, present minimal
credit risks. If SG Cowen deems it necessary or advisable, Tax-Exempt Fund may
pay for a stand-by commitment either separately in cash or by paying a higher
price for portfolio securities which are acquired subject to the commitment
(thus reducing the yield to maturity otherwise available for the same
securities). In evaluating the creditworthiness of the issuer of a stand-by
commitment, SG Cowen will review periodically the issuer's assets, liabilities,
contingent

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claims and other relevant financial information. Tax-Exempt Fund will
acquire stand-by commitments solely to facilitate portfolio liquidity and does
not intend to exercise its rights thereunder for trading purposes.

REVERSE REPURCHASE AGREEMENTS

Tax-Exempt Fund may borrow funds for temporary purposes and not for
leverage by agreeing to sell portfolio securities to financial institutions such
as banks and broker-dealers and to repurchase them at a mutually agreed-upon
date and price (a "reverse repurchase agreement"). At the time Tax-Exempt Fund
enters into a reverse repurchase agreement it will place in a segregated
custodial account cash, United States government securities or high-grade debt
obligations having a value equal to the repurchase price (including accrued
interest). Reverse repurchase agreements involve the risk that the market value
of the securities sold by Tax-Exempt Fund may decline below the repurchase price
of those securities. Repurchase agreements are considered to be loans and
reverse repurchase agreements are considered to be borrowings by Tax-Exempt Fund
under the 1940 Act.

TAXABLE INVESTMENTS

Under certain circumstances, Tax-Exempt Fund may for temporary
defensive or other purposes invest in certain short-term taxable securities when
Tax-Exempt Fund's investment manager believes that it would be in the best
interests of Tax-Exempt Fund's investors to do so. Taxable securities in which
Tax-Exempt Fund may invest on a short-term basis are obligations of the United
States government, its agencies or instrumentalities, including repurchase
agreements with banks or securities dealers involving such securities; time
deposits maturing in not more than seven days; commercial paper and other debt
securities rated within the two highest ratings by a nationally recognized
statistical rating organization ("NRSRO"); bank obligations including
certificates of deposit issued by domestic branches of U.S. banks with assets of
$1 billion or more. At no time will more than 20% of Tax-Exempt Fund's total
assets be invested in taxable short-term securities unless SG Cowen has
determined to adopt temporarily a defensive investment policy in the face of
adverse market conditions affecting the market for Municipal Securities in
general.

SPECIAL CONSIDERATIONS

In seeking to achieve its investment objective Tax-Exempt Fund may
invest all or any part of its assets in Municipal Securities which are
industrial development bonds. Moreover, although Tax-Exempt Fund does not
currently intend to do so on a regular basis, it may invest more than 25% of its
assets in Municipal Securities the interest on which is paid solely from
revenues of economically related projects, if such investment is deemed
necessary or appropriate by SG Cowen. To the extent that Tax-Exempt Fund's
assets are concentrated in Municipal Securities payable from revenues on
economically related projects and facilities, Tax-Exempt Fund will be subject to
the peculiar risks presented by such projects to a greater extent than it would
be if Tax-Exempt Fund's assets were not so concentrated.

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OTHER INVESTMENT LIMITATIONS

The following investment limitations may not be changed without the
affirmative vote of the holders of a majority of Tax-Exempt Fund's outstanding
shares. Such majority is defined as the lesser of (a) 67% or more of the shares
present at the meeting, if the holders of more than 50% of the outstanding
shares of Tax-Exempt Fund are present or represented by proxy, or (b) more than
50% of the outstanding shares.

Tax-Exempt Fund may not:

1. Invest less than 80% of its assets in securities the interest on
which is exempt from federal income tax, except during temporary defensive
periods as determined by SG Cowen;

2. Purchase the securities of any issuer if as a result with respect to
75% of Tax-Exempt Fund's assets, more than 5% of the value of the total assets
of Tax-Exempt Fund would be invested in the securities of such issuer and not
more than 10% of the outstanding voting securities of such issuer. Moreover, not
more than 25% of the value of Tax-Exempt Fund's total assets will be invested in
the securities, other than Government securities, of any one issuer or of two or
more issuers that Tax-Exempt Fund is deemed to control and which are engaged in
similar or related trades or businesses. For purposes of these limitations a
Government security includes securities issued by the U. S. Government, its
agencies and instrumentalities. For purposes of these limitations in certain
situations, an issuer of an industrial development bond could be the issuing
government unit or the ultimate economic obligor of the industrial development
bond. Moreover, in certain situations, the guarantor of a guaranteed security
(or a direct or standby letter of credit obligor) may also be considered to be
an issuer of the guaranteed security;

3. Issue senior securities including reverse repurchase agreements or
borrow money, except from banks, for temporary or emergency purposes including
meeting redemption requests which might otherwise require the untimely
disposition of securities. Borrowing in the aggregate may not exceed 10%, and
borrowing for purposes other than meeting redemptions may not exceed 5%, of the
value of Tax-Exempt Fund's total assets (including the amount borrowed) valued
at the lesser of cost or market less liabilities (not including the amount
borrowed) at the time the borrowing is made;

4. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except in an amount up to 10% of the value of its net total assets but only to
secure borrowings for temporary or emergency purposes;

5. Purchase securities on margin, make short sales of securities or
maintain a short position;

6. Write or sell puts, calls, straddles, spreads or combinations
thereof, except that Tax-Exempt Fund may acquire stand-by commitments;

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7. Underwrite any issue of securities except to the extent that the
purchase of debt obligations directly from the issuer thereof in accordance with
Tax-Exempt Fund's investment objective, policies and limitations may be deemed
to be underwriting;

8. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or invest in oil, gas or mineral
exploration or development programs, except that Tax-Exempt Fund may invest in
debt obligations secured by real estate, mortgages or interests therein;

9. Make loans except that Tax-Exempt Fund may purchase or hold debt
obligations, and enter into repurchase agreements in accordance with its
investment objective, policies and limitations;

10. Purchase any securities which would cause more than 25% of the
value of Tax-Exempt Fund's total assets at the time of purchase to be invested
in the securities of issuers conducting their principal business activities in
the same industry; provided that there shall be no limit on the purchase of (i)
obligations issued by the United States, any state, territory or possession of
the United States, the District of Columbia or any of their authorities,
agencies, instrumentalities or political sub-divisions, (ii) certificates of
deposit issued by domestic branches of U. S. banks or (iii) Municipal Securities
the interest on which is paid solely from revenues of economically related
projects. For purposes of this restriction, industrial revenue bonds ultimately
payable by companies within the same industry are treated as if they were issued
by issuers in the same industry;

11. Invest in companies for the purpose of exercising control;

12. Purchase securities of other investment companies registered under
the 1940 Act except in connection with a merger, consolidation, acquisition or
reorganization;

13. Lend its portfolio securities in excess of 20% of its total assets,
taken at their value. Any loans of portfolio securities will be made according
to guidelines established by the Securities and Exchange Commission and
Tax-Exempt Fund's Board of Directors, including maintenance of collateral of the
borrower equal at all times to the current market value of the securities
loaned;

14. Invest more than 10% of the value of Tax-Exempt Fund's assets in
securities which are illiquid because of legal or contractual restrictions on
resale, including securities for which there are no readily available markets,
repurchase agreements providing for settlement in more than seven days, variable
rate demand notes providing for settlement upon more than seven days notice by
Tax-Exempt Fund, and time deposits maturing in more than seven days;

15. Invest more than 5% of the value of its total assets in the
securities of issuers having a record, including predecessors, of fewer than
three years of continual operations, except obligations issued or guaranteed by
the U.S government, its agencies or instrumentalities.

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If a percentage restriction is adhered to at the time of an investment,
a later increase or decrease in percentage resulting from a change in values or
assets will not constitute a violation of such restriction. Tax-Exempt Fund may
make commitments more restrictive than the restrictions listed above so as to
permit the sale of shares of Tax-Exempt Fund in certain states. Should
Tax-Exempt Fund determine that any such commitment is no longer in the best
interests of Tax-Exempt Fund and its shareholders, Tax-Exempt Fund will revoke
the commitment by terminating the sale of shares of Tax-Exempt Fund in the state
involved. The percentage limitations contained in the restrictions listed above
apply at the time of purchases of securities.

MANAGEMENT OF THE FUNDS

BOARD OF DIRECTORS

The business and affairs of each of the Funds are managed under the
direction of their respective Boards of Directors which has overall supervisory
responsibility for the Fund. By virtue of the responsibilities assumed by SGCAM
under the Investment Management Agreements, neither Fund will require executive
employees other than its officers, none of whom will devote full time to the
affairs of that Fund.

The names of the directors and officers of the Funds, their addresses,
principal occupations during the past five years and other affiliations are set
forth below. Each Director who is an "interested person" of the Funds, as
defined in the 1940 Act, is indicated by an asterisk; unless noted otherwise,
the business address of each such individual is 560 Lexington Avenue, New York,
New York 10022. Each of the directors is also a director of all of the
investment companies of which SGCAM is Investment Manager.

DIRECTORS OF THE FUNDS

James H. Carey, Director, age 66. Managing Director of Briarcliff
Financial Associates, Inc. (since June, 1991) and former Chief Executive
Officer, Director and Treasurer of National Capital Benefits Corporation (since
March, 1994). Mr. Carey is also a Director of Airborne Freight Corporation,
Jonathan Woodner Company, former Director of NCB Insurance Limited (Bermuda),
Director of The Midland Company, The Murray & Isabella Rayburn Foundation,
Nantucket Industries, Inc. and Vice Chairman of the U.S. Committee for UNICEF.
His address is 44 Sleepy Hollow Road, Briarcliff Manor, New York 10510.

*Philippe H. Collas, Chairman of the Funds, age 50. Chairman and Chief
Executive Officer of Societe Generale Asset Management, S.A., Chairman and
Director of SGCAM. Director and Chairman of the SG Cowen Mutual Funds. His
address is 2 Place de la Coupole, La Defense Cedex, Paris France 92078.

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Dr. Martin J. Gruber, Director, age 61. Nomura Professor of Finance,
Leonard N. Stern School of Business Administration, New York University. He is
also a Trustee of BT Pyramid Mutual Funds, Director of Japan Equity Fund, Inc.,
and the Taiwan Equity Fund, Inc.; and a Trustee of BT Leadership Trust and the
T.I.A.A. Board. His address is New York University, 44 West 4th Street, New
York, New York 10012.

Burton J. Weiss, Director, age 68. Self-employed consultant since
March, 1988. His address is 103 Marin Drive, Chapel Hill, North Carolina 27516.

OFFICERS OF THE FUNDS

Philip J. Bafundo, Treasurer, age 37. Managing Director and Treasurer
of SGCAM since January 2000. Prior thereto Chief Administrative Officer of
Societe Generale Asset Management Corp.

Rodd M. Baxter, Secretary, age 49. Director and Senior Counsel of SG
Cowen since July 1, 1998. Prior thereto, he was General Counsel of Cowen Asset
Management and Director of Cowen. His address is 1221 Avenue of the Americas,
New York, NY 10020.

Gordon G. Ifill, Assistant Investment Officer, age 36. Director and
Portfolio Manager of SGCAM since January 2000. He held the same position at SG
Cowen from July 1, 1998 through December 31, 1999. Prior thereto, he was a
Director and Portfolio Manager of Cowen Asset Management.

Alan Koepplin, Investment Officer, age 47. Director and Portfolio
Manager of SGCAM since January 2000. He held the same position at SG Cowen from
July 1, 1998 through December 31, 1999. Prior thereto, he was a Director and
Senior Vice President of Cowen Asset Management.

Hoan Nguyen-Quang, President, age 54. President and Director of SGCAM
since January 2000. From July 1, 1999 through December 31, 1999, he was a
Managing Director of SG Cowen. Prior thereto he held various executive positions
with Societe Generale.

Creighton H. Peet, Vice President, Senior Investment Officer, age 61,
Managing Director of SG Cowen from July 1, 1998. Prior thereto, he was a Class I
Limited Partner of Cowen and Managing Director of Cowen Incorporated. His
address is Financial Square, New York, NY 10005.

Irwood Schlackman, Controller, age 59. Vice President SGCAM since
January 2000. He held the same position at SG Cowen from July 1, 1998 through
December 31, 1999. Prior thereto, he was a Mutual Fund Administrator of Cowen.

13
<PAGE>

COMPENSATION

No officer, director, partner or employee of SG Cowen or its affiliates
will receive any compensation from the Funds for serving as an officer or
director of the Funds. Directors who are not officers, directors, partners,
stockholders or employees of SG Cowen or its affiliates receive from each Fund a
fee of $3,000 per annum plus $500 per meeting and $375 for each audit committee
meeting attended and reimbursement for travel and out of pocket expenses. To the
knowledge of the Funds and SG Cowen, no shareholder beneficially owned 5% or
more of either Fund's outstanding common stock, and none of the Funds' directors
and officers, either individually or as a group, beneficially owned more than 1%
of the Funds' outstanding stock as of the close of business on January 15, 2000.

<TABLE>
<CAPTION>
COMPENSATION TABLE

Name of Aggregate Pension or Estimated Annual Total
Person Compensation Retirement Benefits Compensation
Received from Benefits Upon From
Each Fund Accrued as Retirement Registrant
Part of Fund and Fund
Expenses Complex Paid
to Directors*
<S> <C> <C> <C> <C>
James H. Carey $5,750 -0- -0- $28,750
Peter Gil ** $5,750 -0- -0- $28,750

Martin J. Gruber $5,750 -0- -0- $28,750
Burton J. Weiss $5,750 -0- -0- $28,750
</TABLE>

*There are seven funds in the complex.
**Mr. Gil retired from the board on October 25, 1999.

INVESTMENT MANAGER

Until July 1, 1998, Cowen served as investment manager and principal
underwriter to 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 (the "Acquisition").
SG, a leading international commercial and investment bank established in 1864,
has a global network of offices in over 80 countries. From July 1, 1998 through
December 31, 1999, SG Cowen 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. In January 2000 as a result of an
internal reorganization, the SG Cowen Asset Management Division of SG Cowen was
transferred to SGCAM. All officers and employees engaged in providing investment
advisory services to the Funds with SG Cowen have become officers and employees
of SGCAM and they will continue to provide the same services to the Funds.

14
<PAGE>

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 all material
respects with the prior management agreements, were approved by the Board of
Directors of each Fund 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.

The shareholders of the Reserve Fund and Tax-Exempt Fund approved the
continuance of the New Agreements on October 8, 1998 and September 17, 1998,
respectively. 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.

SG Cowen is a registered investment adviser. SGCAM's principal address
is 560 Lexington Avenue, New York, New York.

Pursuant to the Investment Management Agreements between SGCAM and the
Funds, SGCAM has agreed to be responsible for each Fund's investment program.
Subject to the supervision and direction of the Funds' Boards of Directors,
SGCAM manages each Fund's portfolio in accordance with the stated policies of
that Fund. SGCAM makes investment decisions for each Fund and places the
purchase and sale orders for portfolio transactions. SGCAM also furnishes each
Fund statistical and research data, clerical help, accounting, data processing,
bookkeeping, internal auditing and certain legal and other filings with the SEC
and state Blue Sky authorities, calculates the net asset value of shares of each
Fund and generally assists in all aspects of the Funds' operations. SGCAM
compensates certain securities dealers whose customers are shareholders of
either Fund for providing administrative services to those shareholders that
would otherwise be provided by SGCAM. Such compensation is paid solely from
SGCAM's resources and is not paid directly or indirectly by either Fund.

For the fiscal years ended September 30, 1997, 1998 and 1999, the
Fund's Investment Manager received fees for services rendered to Reserve Fund of
$6,144,043, $7,259,032 and $7,648,821 respectively. For the fiscal years ended
September 30, 1997, 1998 and 1999, the Fund's investment manager earned
investment management fees from Tax-Exempt Fund of $905,499, $988,377 and
$927,669 respectively, but waived, $181,100, $197,675,and $185,534 respectively,
of such fees.

PRINCIPAL UNDERWRITER

Funds Distributor, Inc., 60 State Street, Boston, MA 02109 is the
principal underwriter to the Funds.

15
<PAGE>

CUSTODIAN AND TRANSFER AND DIVIDEND AGENT

State Street Bank and Trust Company, P.O. Box 41911, Kansas City, MO
64141, is the custodian of the Funds' assets.

DST Systems, Inc., 210 West 10th Street, Kansas City, MO 64105, is the
Funds' transfer and dividend disbursing agent.

PURCHASE, REDEMPTION AND PRICING OF SHARES

Shares of the Funds are distributed by Funds Distributor, Inc. on a
best efforts basis. The Funds offer their shares continually and without a sales
load. Additional information on how to purchase and redeem Funds shares is
included in the Prospectus. The issuance of shares is recorded on the books of
the Funds, and share certificates are not issued unless expressly requested in
writing. Certificates are not issued for fractional shares.

Persons who are interested in purchasing shares of the Funds by wire
transfer should contact the Fund directly at 1-877-293-7298. Such broker/dealer
must be a member of the NASD, or a foreign non-member of the NASD, which has
entered into a Sales Agreement with Funds Distributor, Inc. with respect to the
stock of that Fund. Funds Distributor, Inc. reserves the right to reject any
purchase order. From time to time, registered representatives of broker-dealers
that enter into selected dealer agreements with Funds Distributors, Inc. and
sell shares of the Funds will receive non-cash compensation in the form of gifts
or prizes such as merchandise or trips.

In the case of orders from its customers or customers of its correspondents
for purchase of shares paid for other than in Federal Funds. SG Cowen will
complete the conversion into, or itself advance at no charge, Federal Funds on
the day following receipt of an order. Investors whose payments are received in
or converted into Federal Funds by SG Cowen or Federal wires received by SG
Cowen not later than 2:00 P.M., New York time, will become shareholders on that
day. Investors whose payments are received in or converted into Federal Funds or
Federal wires received by SG Cowen after 2:00 P.M., New York time, by SG Cowen
will become shareholders on the following business day. A shareholder will begin
to accrue daily dividends the day after becoming a shareholder. SG Cowen will
provide each shareholder with written confirmations monthly of each purchase and
sale transaction effected for his account during the period, including the
automatic reinvestment of dividends in additional shares of a Fund.

EXCHANGE PRIVILEGE. Shares of either Fund may be exchanged for shares of
the other Fund and/or the following mutual funds for which SGCAM serves as
investment manager.

16
<PAGE>

- - SG COWEN INTERMEDIATE FIXED INCOME FUND, a fund that seeks current income and
stability of principal by investing primarily in high quality intermediate term
fixed income securities. This fund is a series of SG Cowen Funds, Inc.

- - SG COWEN GOVERNMENT SECURITIES FUND, a fund that seeks total return consisting
of current income and appreciation of capital through investing primarily in
securities issued or guaranteed by the U.S. Government, its agencies,
authorities or instrumentalities. This fund is a series of SG Cowen Funds, Inc.

- - SG COWEN INCOME + GROWTH FUND, INC., a fund that seeks a high level of
dividend income, to the extent consistent with prudent investment management, by
investing primarily in income producing equity securities.

- - SG COWEN OPPORTUNITY FUND, a fund whose investment objective is appreciation
of capital through investing primarily in small capitalization issuers. This
fund is a series of SG Cowen Funds, Inc.

- - SG COWEN LARGE CAP VALUE FUND, a fund that seeks capital appreciation by
investing primarily in equity securities deemed to be undervalued. Current
income from dividends is a secondary objective. The fund is a series of SG Cowen
Series Funds, Inc.

Shares of these mutual funds are available only to investors residing in
states where these mutual funds are qualified for sale. They are sold pursuant
to separate prospectuses that may be obtained through Funds Distributor, Inc.,
any SG Cowen account representative, through account representatives of SG Cowen
Correspondents, or through any other member of the NASD, or foreign non-member
of the NASD, which has entered into a Sales Agreement with Funds Distributor,
Inc. with respect to such funds. A shareholder may effect exchanges among these
mutual funds and a Fund on the basis of relative net asset values without
imposition of a sales charge; provided, however, that where shares of a Fund
acquired through a direct purchase are exchanged for shares of SG Cowen
Intermediate Fixed Income Fund or SG Cowen Government Securities Fund, SG Cowen
Income + Growth Fund, Inc., or SG Cowen Opportunity Fund (collectively the
"non-money market funds"), the appropriate sales charge will be imposed at the
time of the exchange. An exchange of shares is treated for federal income tax
purposes as a redemption (sale) of shares given in exchange by the shareholder
and an exchanging shareholder may, therefore, realize a taxable gain or loss in
connection with the exchange. The exchange privilege is subject to termination
and its terms are subject to change upon 60 days' notice to shareholders.

The non-money market funds offer three classes of shares (Class A, B and I
shares). Shareholders of Reserve Fund and Tax-Exempt Fund may not exchange their
shares for Class A or Class B shares, and if eligible, Class I shares, of the
non-money market funds, unless the money market fund shares being exchanged were
acquired through an exchange from a non-money market fund and not by a direct
purchase; if those shares were acquired by exchange from a non-money market
fund, they may be exchanged only for shares of the same class that the
shareholder previously held. In cases where shares of the non-money market fund
previously held were acquired prior to May 16, 1994,

17
<PAGE>

corresponding shares of the money market fund may be exchanged only for Class A
shares (or Class I shares, if eligible) of a non-money market fund.

The Funds' portfolio securities are valued on the basis of amortized cost.
Under this method of valuation, the Funds will initially value the portfolio
securities at cost. If the security was purchased at a discount, the Funds will
thereafter assume a constant proportional increase in value until maturity. If
the security was purchased at a premium, the Funds will thereafter assume a
constant proportional decrease in value until maturity. The Funds' Board of
Directors has established procedures reasonably designed to stabilize the net
asset value per share for the purposes of sales and redemptions at $1.00. These
procedures include periodic review, as the Board deems appropriate, of the
relationship between the amortized cost value per share and a net asset value
per share based upon available indications of market value. In the event the
difference between the two exceeds 1/2 of 1%, the Board will promptly consider
what action, if any, should be taken. The Board will also take such action as it
deems appropriate to eliminate or to reduce to the extent reasonably
practicable, any material dilution or other unfair results which might arise
from differences between the two. Such action may include redemption in kind,
selling portfolio instruments prior to maturity, shortening the average
portfolio maturity, withholding dividends or utilizing a net asset value per
share as determined by using available market quotations.

The New York Stock Exchange is currently closed on New Year's Day,
Martin Luther King Day (third Monday in January), Washington's Birthday (third
Monday in February), Good Friday, Memorial Day (last Monday in May),
Independence Day, Labor Day, Thanksgiving Day and Christmas Day, and on the
preceding Friday or subsequent Monday when one of these holidays falls on a
Saturday or Sunday, respectively.

Expenses and fees of each Fund, including the Investment Manager's fee, are
accrued daily and taken into account for the purpose of determining net asset
value. Although investments of each Fund will be valued on the basis of
amortized cost, the Funds will also monitor the value of their portfolios by
reference to fair market value computation.

SG Cowen and other broker-dealers that have entered into selected dealer
agreements with Funds Distributor, Inc. generally will effect redemptions of
shares upon oral instruction received from a shareholder. It is the Funds'
policy that the redeeming shareholder bear the risk of loss in the event of a
fraudulent oral redemption instruction. If shares are to be redeemed pursuant to
an order sent to DST by the shareholder, DST will require written redemption
instructions signed by the shareholder of record, which signature must be
guaranteed by a commercial bank or trust company located or having a
correspondent in New York City, or by a member firm of the New York Stock
Exchange. If certificates have been issued representing the shares to be
redeemed, such certificates must also be endorsed, or a duly executed stock
power must be furnished, with signature guaranteed as discussed above, and must
be submitted your dealer DST with the redemption request. Your dealer or DST may
require further documentation if the shareholder is a corporation, partnership,
trust, estate or other entity. Certain dealers may impose a charge in connection
with redemptions effected by federal wire.

18
<PAGE>

CHECK REDEMPTION PRIVILEGE

An investor may designate on an Application for Checks, or by later written
request, that a Fund of which he is a shareholder provide him with redemption
checks drawn on the Fund's account at DST. These checks will be sent only to the
person in whose name the account is registered and only to the address of
record. The Application must be manually signed by the registered owner(s).
Shareholders having jointly-owned accounts may authorize checks to be drawn with
the signature of only one of the owners. Checks may be payable to the order of
any person in an amount of $100 or more. Dividends are earned until the check
clears. After clearance, the check will be returned to the investor.
Shareholders should be aware that use of the check redemption procedure does not
give rise to a banking relationship between the shareholder and DST, which will
be acting solely as transfer agent for the Fund. When a check is presented to
DST for payment, DST, as the investor's agent, will cause the appropriate Fund
to redeem a sufficient number of shares from the investor's account to cover the
amount of the check. However, investors will be subject to the same rules and
regulations that DST applies to checking accounts and the other restrictions set
forth herein. There is no charge to the investor for this checking service. SG
Cowen representatives, upon request, will provide shareholders with the forms
which must be completed in order to avail themselves of this method of
redemption. Shareholders may also obtain these forms by writing to DST, 210 West
10th Street, Kansas City, MO 64105.

Shares for which stock certificates have been issued may not be redeemed by
check. If an investor's account is not adequate to cover the amount of the
check, the check will be returned marked insufficient funds. Checks should not
be used to close an account. The check redemption privilege may be modified or
terminated at any time by either Fund or by DST.

Under the 1940 Act, the Funds may suspend the right of redemption or
postpone the date of payment upon redemption for any period during which the New
York Stock Exchange is closed, other than customary weekend and holiday
closings, or during which trading on the Exchange is restricted, or during which
(as determined by the SEC by rule or regulation) an emergency exists as a result
of which disposal or valuation of portfolio securities is not reasonably
practicable, or for such other periods as the SEC may permit. (The Funds may
also suspend or postpone the recordation of the transfer of its shares upon the
occurrence of any of the foregoing conditions.)

PORTFOLIO TRANSACTIONS

Purchase and sales of portfolio securities usually will be principal
transactions. Portfolio securities normally will be purchased directly from the
issuer or from an underwriter or market maker for the securities. There usually
will be no brokerage commissions paid by Funds for such purchases. Purchases of
portfolio securities from underwriters, if any, will include a commission or
concession paid by the issuer to the underwriters and purchases from dealers
serving as market makers will be made at a discount from the retail price of the
securities. While SGCAM generally seeks competitive spreads or commissions, the
Funds will not necessarily be paying the lowest spread or commission available
on each transaction.

19
<PAGE>

Allocation of transactions, including their frequency, to various
dealers is determined by SGCAM in its best judgment and in a manner deemed fair
and reasonable to shareholders.

CAPITAL STOCK

Reserve Fund has authorized capital of 2,000,000,000 shares of common
stock, $.01 par value per share. Tax-Exempt Fund has authorized capital of
1,000,000,000 shares of common stock, $.001 par value per share. Shareholders of
each Fund are entitled to one vote for each full share held and fractional votes
for fractional shares held.

TAXATION

The Funds have qualified, and each intends to continue to qualify each
year, as a regulated investment company. As such, the Funds will not be subject
to federal income tax on its net investment income and net capital gains, if
any, that it distributes to its shareholders, provided that it distributes at
least 90% of its net investment income in each taxable year. Depending upon the
extent to which it is, or is deemed to be, conducting business in certain states
and localities, the Funds may be subject to taxation in such states or
localities.

If for any taxable year a Fund does not qualify for the special federal
income tax treatment afforded regulated investment companies, all of its taxable
income will be subject to federal income tax at regular corporate rates (without
any deductions for distributions to its shareholders.) In such event, dividend
distributions, including amounts derived from interest on tax-exempt
obligations, would be taxable to shareholders to the extent of current and
accumulated earnings and profits, and would be eligible for the dividends
received deductions for corporations in case of corporate shareholders.

Foreign countries may impose withholding and other taxes on interest
paid to the Funds with respect to its foreign investments. However, certain of
such foreign countries may have entered into tax conventions with the United
States which reduce or eliminate such taxes.

At September 30, 1999, Reserve Fund and Tax-Exempt Fund has unused
capital loss carryovers of approximately $1,750,000 and $19,000, respectively,
available for Federal income tax purposes to be applied against future
securities profits, if any. If not applied, the carryovers expire in fiscal
2001, 2006 and 2007 and in fiscal 2000, 2001 and 2002, respectively.

If a shareholder fails to furnish a correct taxpayer identification
number, fails to fully report dividend or interest income, or fails to certify
that he has provided a correct taxpayer identification number and that he is not
subject to withholding then the shareholder may be subject to a 31% "backup
withholding tax" with respect to (i) taxable dividends and distributions, if
any, and (ii) the proceeds of any redemptions of Fund shares. An individual's
taxpayer identification number is his social security number. The

20
<PAGE>

31% "backup withholding tax" is not an additional tax and may be credited
against a taxpayer's regular federal income tax liability.

Because the Tax-Exempt Fund will distribute exempt-interest dividends,
interest on indebtedness incurred by a shareholder to purchase or carry
Tax-Exempt Fund shares is not deductible for federal income tax purposes. In
addition, the Code may require a shareholder, if he receives exempt-interest
dividends, to treat as taxable income a portion of certain otherwise non-taxable
social security and railroad retirement benefit payments. Furthermore, that
portion of any dividend paid by the Tax-Exempt Fund which represents income from
industrial development bonds held by the Tax-Exempt Fund may not retain its
tax-exempt status in the hands of an investor who is a "substantial user" of a
facility financed by such bonds or a "related person" thereof. In addition, the
receipt of Tax-Exempt Fund dividends and distributions may affect a foreign
corporate shareholder's federal "branch profits" tax liability and an S
corporation's shareholder's federal "excess net passive income" tax liability.
Shareholders should consult their own tax advisors as to whether they may be
"substantial users" with respect to a facility or "related" to such users within
the meaning of the Code, or subject to the federal branch profits tax or excess
net passive income tax.

DETERMINATION OF YIELD

The Funds will make available on each business day a "yield quotation",
which is a computation of the yield on its portfolio. The yield for a Fund is
calculated by determining the net change in the value of a hypothetical
preexisting account in the Fund having a balance of one share at the beginning
of a seven calendar day period for which yield is to be quoted, dividing the net
change by the value of the account at the beginning of the period to obtain the
base period return, and annualizing the results (i.e., multiplying the base
period return by 365/7). The net change in the value of the account reflects the
value of additional shares purchased with dividends declared on the original
share and any such additional shares, but does not include realized gains and
losses or unrealized appreciation and depreciation. Each Fund may also calculate
an effective annualized yield quotation computed on a compound basis by adding 1
to the base period return (calculated as described above), raising that sum to a
power equal to 365 divided by 7, and subtracting 1.

Current yield will fluctuate from time to time and is not necessarily
representative of future results. Current yield information may be useful in
reviewing a Fund's performance, but because current yield will fluctuate such
information may not provide a basis for comparison with bank deposits, or other
investments which pay a fixed yield for a stated period of time. The kind and
quality of the instruments in a Fund's portfolio, its portfolio maturity, and
its operating expenses affect the current yield of a Fund. An investor's
principal is not guaranteed by a Fund.

Investors should recognize that in periods of declining interest rates
a Fund's yield will tend to be somewhat higher than prevailing market rates, and
in periods of rising interest rates a Fund's yield will tend to be somewhat
lower. Also, when interest rates are falling, the inflow of net new money to a
Fund from the continuous sale of its shares will likely be invested in portfolio
instruments producing lower yields than the balance of a

21
<PAGE>

Fund's portfolio, thereby reducing the current yield of a Fund. In periods of
rising interest rates, the opposite can be expected to occur.

On occasion, Reserve Fund and Tax-Exempt Fund may compare their yields
to IBC's Money Fund Average (First Tier) and IBC's Tax-Free Fund Index,
respectively. Averages compiled by IBC's Money Fund Report, a widely recognized
independent publication that monitors the performance of money market mutual
funds. As with yield quotations, yield comparisons should not be considered as
representative of the Funds' yields for any future period. For the seven-day
period ending September 30, 1999, the yields for Reserve Fund and Tax-Exempt
Fund were 4.83% and 3.27%, respectively.

AUDITORS AND COUNSEL

KPMG LLP, 757 Third Avenue, New York, New York 10017, has been selected
as the Fund's independent auditor for the fiscal year ended September 30, 2000.

Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019,
serves as counsel for the Funds.

FINANCIAL STATEMENTS

The Funds hereby incorporate by reference the financial statements and
related notes and the report of KPMG LLP thereon included in the Funds' Annual
Report to Shareholders for the fiscal year ended September 30, 1999. The Funds
will provide a copy of the Annual Report to each person who requests a copy of
this Statement of Additional Information. The Funds will also furnish a copy of
the Annual Report without charge to any Shareholder upon request directed to the
Funds at the address or telephone number given on the cover page of this
Statement of Additional Information.

APPENDIX

Description of the two highest grades of rating of commercial paper,
medium term notes, and bonds and municipal securities of S&P, Moody's, Fitch,
Duff, Thomson, and IBCA. The Funds do not purchase or hold instruments rated
below these two grades.

COMMERCIAL PAPER

S&P

The rating A1+ is the highest commercial paper rating assigned by S&P.
Commercial paper rated A1 by S&P indicates a very strong degree of safety
regarding timely payments. Commercial paper rated A1+ are those with an
"overwhelming degree

22
<PAGE>

of credit protection". Long term senior debt of the same issuer is rated "A" or
better. The issuer has access to at least two additional channels of borrowing.
Basic earnings and cash flow have an upward trend with allowance made for
unusual circumstances. Typically, the issuer's industry is well established and
the issuer has a strong position within the industry. The reliability and
quality of management are unquestioned. Capacity for timely payment on issues
with an A-2 designation is strong. Relative strength or weakness of the above
factors determine whether the issuer's commercial paper is rated A1+ or A1
(which constitute the top grade), or A2.

MOODY'S

The rating Prime1 ("P-1") is the highest commercial paper rating
assigned by Moody's. Among the factors considered by Moody's in assigning
ratings are the following: (1) evaluation of the management of the issuer; (2)
economic evaluation of the issuer's industry or industries and an appraisal of
speculative type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of parent company and the
relationships which exist with the issuer; and (8) recognition by the management
of obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations. Issuers of P-1 paper must
have a superior capacity for repayment of short-term promissory obligations and
ordinarily will be evidenced by leading market positions in well established
industries, high rates of return of funds employed, conservative capitalization
structures with moderate reliance on debt and ample asset protection, broad
margins in earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity. Issues rated Prime-2 ("P-2") have a
strong capacity for repayment of short-term promissory obligations. This
ordinarily will be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity is
maintained.
FITCH

The rating Fitch-1 (Highest Grade) is the highest commercial paper
rating assigned by Fitch. Paper rated Fitch-1 is regarded as having the
strongest degree of assurance for timely payment. The rating Fitch-2 (Very Good
Grade) is the second highest commercial paper rating assigned by Fitch; it
reflects an assurance of timely payment only slightly less in degree than the
strongest issues.

DUFF

The highest category of Duff ratings includes Duff 1+, Duff 1 and Duff
1-. Duff 1+ indicates the highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or access to alternative
sources of funds, is outstanding, and safety is just below risk-free U.S.
Treasury short-term obligations. Duff 1 indicates very high certainty of timely
payment. Liquidity factors are excellent and supported by good fundamental
protection factors. Risk factors are minor. Duff 1- indicates high certainty

23
<PAGE>

of timely payment. Liquidity factors are strong and supported by good
fundamental protection factors. Risk factors are very small. Duff 2 (Good Grade)
indicates good certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are small.

THOMSON

The highest Thomson short-term rating is TBW-1, which indicates a very
high degree of likelihood that principal and interest will be paid on a timely
basis. Thomson assigns its second highest rating, TBW-2, to short-term paper if,
in Thomson's judgment, while the degree of safety regarding timely repayment of
principal and interest is strong, the relative degree of safety is not as high
as for issues rated TBW-1.

IBCA

The highest category of IBCA short-term ratings is A1+, assigned to
obligations believed to be supported by the highest capacity for timely
repayment. The second category, A1, is assigned to obligations supported by a
strong capacity for timely repayment.

MEDIUM TERM NOTE RATINGS

Medium Term Notes are rated by the same rating agencies which rate
commercial paper.

S&P

Bonds rated AA by S&P are judged by S&P to be high-grade obligations,
and in the majority of instances differ only in small degrees from issues rated
AAA. Bonds rated AAA are considered by S&P to be the highest-grade obligations
and possess the ultimate degree of protection as to principal and interest.

MOODY'S

Bonds rated Aa by Moody's are judged by Moody's to be of high quality
by all standards. Together with the Aaa group they are generally known as
high-grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuations of protective elements may be of
greater amplitude or there may be other elements present which make the long
term risks appear somewhat larger.

FITCH

24
<PAGE>

feature of an AAA bond is a showing of earnings several times or many times
interest requirements, with such stability of applicable earnings that safety is
beyond reasonable question whatever changes occur in conditions. Bonds rated AA
by Fitch are judged by Fitch to be of safety virtually beyond question and are
readily salable, whose merits are not unlike those of the AAA class, but whose
margin of safety is less strikingly broad. The issue may be the obligation of a
small company, strongly secured but influenced as to rating by the lesser
financial power of the enterprise and more local type of market.

DUFF

Bonds rated AAA by Duff represent Duff's judgment of highest credit
quality. The risk factors are negligible, being only slightly more than for
risk-free U.S. Treasury debt. An AA rating (including AA+, AA and AA-) from Duff
indicates Duff's judgment of high credit quality. Risk is modest but may vary
slightly from time to time because of economic conditions.

THOMSON

The highest Thomson rating, A, indicates that the company possesses an
exceptionally strong balance sheet and earnings record, translating into an
excellent reputation and very good access to its natural money markets. If
weakness or vulnerability exists in any aspect of the company's business, it is
entirely mitigated by the strengths of the organization. The second highest
Thomson rating, A/B, indicates that the company is financially very solid with a
favorable track record and no readily apparent weakness. Its overall risk
profile, while low, is not quite as favorable as for companies in the highest
rating category.

IBCA

IBCA assigns its highest rating, AAA, to obligations for which it
believes there is the lowest expectation of investment risk. Capacity for timely
repayment of principal and interest is substantial such that adverse changes in
business, economic or financial conditions are unlikely to increase investment
risk significantly. The second highest rating, AA, is assigned to obligations
for which there is very low expectation of investment risk. Capacity for timely
repayment of principal and interest is substantial. Adverse changes in business,
economic, or financial conditions may increase investment risk albeit not very
significantly.

MUNICIPAL SECURITIES RATINGS

STANDARD & POOR'S CORPORATION ("S&P")

The following summarizes the highest two ratings used by S&P for Municipal
Securities:

AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay interest and repay
principal.

25
<PAGE>

AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from AAA issues only in small degree.

To provide more detailed indications of credit quality, the "AA" rating may be
modified by the addition of a plus or minus sign to show relative standing
within this major rating category.

MOODY'S INVESTORS SERVICE, INC.

The following summarizes the highest two ratings used by Moody's for bonds:

Aaa - Bonds that are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or exceptionally stable margin
and principal is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa - Bonds that are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
maybe of greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.

Moody's applies numerical modifiers (1, 2 and 3) with respect to the bonds rated
Aa. The modifier 1 indicates that the bond being rated ranks in the higher end
of its generic rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates that the bond ranks in the lower end of its Generic
rating category.

FITCH INVESTORS SERVICE INC. ("FITCH")

Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly
marketable, suitable for investment by trustees and fiduciary institutions and
liable to only slight market fluctuations other than through changes in the
money rate. The prime feature of an AAA bond is a showing of earnings several
times or many times interest requirements, with such stability of applicable
earnings that safety is beyond reasonable question whatever changes occur in
conditions. Bonds rated AA by Fitch are judged by Fitch to be of safety
virtually beyond question and are readily salable, whose merits are not unlike
those of the AAA class, but whose margin of safety is less strikingly broad. The
issue may be the obligation of a small company, strongly secured but influenced
as to rating by the lesser financial power of the enterprise and more local type
of market.

SHORT-TERM MUNICIPAL NOTES

S&P

The following summarizes the two highest ratings used by S&P for short-term
notes:

26
<PAGE>

SP-1 - Loans bearing this designation evidence a very strong or strong capacity
to pay principal and interest. Those issues determined to possess overwhelming
safety characteristics will be given a (+) designation.

SP-2 - Loans bearing this designation evidence a satisfactory capacity to pay
principal and interest.

MOODY'S

The following summarizes the two highest ratings used by Moody's for short-term
notes and variable rate demand obligations:

MIG-1/VMlG-1 - Obligations bearing these designations are of the best quality,
enjoying strong protection from established cash flows of funds for their
servicing or from established and broad based access to the market for
refinancing, or both.

MIG-2/VMIG-2 - Obligations bearing these designations are of high quality with
margins of protection ample although not so large as in the preceding group.

Municipal securities are not rated by Thomson, Duff or IBCA.

27
<PAGE>

PART C
OTHER INFORMATION

Item 23: Exhibits:

<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits
- ----------- -----------------------
<S> <C>
(a)(1) Articles of Incorporation of Registrant, June 10, 1985(a)

(a)(2) Articles of Amendment of Registrant, June 11, 1998(b)

(b)(1) Amended and Restated By-Laws, Oct. 28, 1987(a)

(b)(2) Amendment to the By-Laws, Dec. 15, 1992(a)

(d) Investment Management Agreement, July 1, 1998(b)

(e) Distribution Agreement, July 1, 1998(b)

(f) Not applicable

(g) Custody Agreement with Investors Fiduciary
Trust Company, May 8, 1988(a)

(h) Not Applicable

C-1
<PAGE>

(i)(a) Opinion and consent of Willkie Farr & Gallagher, March 3,
1986(a)

(j) Consent of Independent Auditors, January 24, 2000

(k) Not applicable

(l) Not applicable

(m) Not applicable

(n) Not applicable

(o) Not applicable
</TABLE>

(a) Previously filed January 28, 1997
(b) Previously filed December 2, 1998

Item 24. Persons Controlled by or Under Common Control with
Registrant

None

Item 25. Indemnification

Reference is hereby made to Post-Effective Amendment No. 1
Registrant's Registration Statement filed on October 24, 1986.

C-2
<PAGE>

Item 26. Business and Other Connections of Investment
Manager; and Principal Underwriter

SG Cowen Asset Management, Inc. ("SG Cowen") serves as Investment
Manager to Registrant. SG Cowen is also the Investment Manager of SG Cowen
Income + Growth Fund, Inc. ("CI+G"), SG Cowen Standby Reserve Fund, Inc.
("CSRF"), the series of stock representing SG Cowen Large Cap Value Fund
("CLCVF"), the sole portfolio of SG Cowen Series Funds, Inc. ("CSF"), the
series of stock representing the SG Cowen Opportunity Fund ("COF"), SG Cowen
Intermediate Fixed Income Fund ("CIFIF") and SG Cowen Government Securities
Fund ("CGSF") portfolios of SG Cowen Funds, Inc. ("CFI"). SG Cowen is a
registered and investment banker. Listed below are the names of all of the
Directors and Executive Officers of SG Cowen as of January 25, 2000, their
positions with SG Cowen, and under the heading "Other Business Activities and
Principal Business Addresses", any business, profession, vocation or
employment of a substantial nature (other than business of SG Cowen) in which
they have been engaged for their own account or in the capacity of director,
officer, employee, partner or trustee during the past two fiscal years of the
Registrant.

C-3
<PAGE>

OTHER BUSINESS
NAME POSITION ACTIVITIES
---- -------- ----------
<S> <C> <C>
Collas, Philippe-Heny Chairman and Director 1/00 - Present
Chairman and CEO 9/95 - Present Societe
Generale Asset Management, S.A.
("SGAM")

Nguyen-Quang, Hoan President and Director 9/99 - Present
Officer 6/99 - 12/99 SG Cowen Securities Corporation
Officer 9/98 - 5/99 SGAM
Officer 1/96 - 8/98 Societe Generale, Paris France

Church, William Director 1/00 - Present
Managing Director 7/98 - 12/99 SG Cowen Securities Corporation
6/82 - 6/98 Cowen & Co.

D'Allest, Christian Director 1/00 - Present
Director 9/95 - Present SGAM

Hauguel, Didier Director 1/00 - Present
Officer 6/95 - Present, Societe Generale, USA.
</TABLE>

SG Cowen Asset Management, Inc.
560 Lexington Avenue
New York, New York 10020

Societe Generale Asset Management, S.A.
2 Place de la Coupole, La Defense Centex
92078 Paris, France

Societe Generale, USA
1221 Avenue of The Americas
New York, NY 10020

C-4

<PAGE>

Item 27. Principal Underwriters.
- -------- -----------------------

(a) Funds Distributor, Inc. (the "Distributor") acts as principal
underwriter for the following investment companies.

American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
The Brinson Funds
CDC MPT+Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Global Funds, Inc.
Dresdner RCM Investment Funds, Inc.
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Merrimac Series
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds I
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
National Investors Cash Management Fund, Inc.
Nomura Pacific Basin Fund, Inc.
Orbitex Group of Funds
The Saratoga Advantage Trust
SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.

C-5

<PAGE>

SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Funds, Inc.
The Skyline Funds
SoGen Funds, Inc.
SoGen Variable Funds, Inc.
St. Clair Funds, Inc.
TD Waterhouse Trust
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.

Funds Distributor is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National Association of
Securities Dealers. Funds Distributor is located at 60 State Street, Suite
1300, Boston, Massachusetts 02109. Funds Distributor is an indirect
wholly-owned subsidiary of Boston Institutional Group, Inc., a holding
company all of whose outstanding shares are owned by key employees.

(b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.

<TABLE>
<S> <C>
Director, President and Chief - Marie E. Connolly
Executive Officer
Executive Vice President - George A. Rio
Executive Vice President - Donald R. Roberson
Executive Vice President - William S. Nichols
Senior Vice President, General - Margaret W. Chambers
Counsel, Chief Compliance Officer,
Secretary and Clerk
Director, Senior Vice President, - Joseph F. Tower, III
and Treasurer
Senior Vice President - Paula R. David
Senior Vice President - Gary S. MacDonald
Senior Vice President - Judith K. Benson
Chairman and Director - William J. Nutt
Vice President and Chief Financial - William J. Stetter
Officer
</TABLE>

C-6

<PAGE>

Item 28. Location of Accounts and Records

(1) SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
560 Lexington Avenue
New York, New York 10022

(2) State Street Bank and Trust Company
127 West 10th Street
Kansas City, Missouri 64105

Item 29. Management Service

Not applicable.

Item 30. Undertakings

Not applicable.

C-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of the registration statement under Rule
485(b) under the Securities Act and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereto duly authorized, in the City
of New York, and State of New York, on the 24th day of January, 2000.

SG COWEN STANDBY TAX-EXEMPT RESERVE FUND, INC.

by Rodd M. Baxter,
Attorney-in-Fact
----------------
Joseph M. Cohen, Chairman

Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date(s) indicated.

Signature Title Date
--------- ----- ----
<S> <C> <C>

by Rodd M. Baxter,
Attorney-in-Fact
----------------
Joseph M. Cohen Chairman and Director January 24, 2000
(Chief Executive Officer)

/s/ Philip J. Bafundo
----------------------
Philip J. Bafundo Treasurer (Chief January 24, 2000
Financial and Accounting
Officer)

by Rodd M. Baxter,
Attorney-in-Fact
----------------
James H. Carey Director January 24, 2000

by Rodd M. Baxter,
Attorney-in-Fact
----------------
Martin J. Gruber Director January 24, 2000

by Rodd M. Baxter,
Attorney-in-Fact
----------------
Burton J. Weiss Director January 24, 2000
</TABLE>

C-8
<PAGE>

INDEX TO EXHIBITS

Exhibit No. Description of Exhibit
- ----------- -----------------------

99(j) Consent of Independent Auditors, January 23, 2000

C-9

<PAGE>

INDEPENDENT AUDITORS' CONSENT

To the Shareholders and Board of Directors of
SG Cowen Standby Reserve Fund, Inc. and
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.:

We consent to the use of our report dated November 5, 1999, with respect to
SG Cowen Standby Tax-Exempt Reserve Fund, Inc., incorporated herein by
reference and to the references to our Firm under the headings "Financial
Highlights" in the Prospectus and "Auditors and Counsel" and "Financial
Statements" in the Statement of Additional Information.

KPMG LLP

New York, New York
January 23, 2000