The Board of Directors and Shareholders
SG Cowen Standby Reserve Fund, Inc. and
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.:
In planning and performing our audit of the financial statements of SG Cowen
Standby Reserve Fund, In. and SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
(the "Funds") for the year ended September 30, 2000, we considered its internal
control, including control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, not
to provide assurance on the internal control.
The management of the Funds is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets against
unauthorized acquisition, use, or disposition.
Because of inherent limitations in internal control, errors or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.
Our consideration of the internal control would not necessarily disclose all
matters in the internal control that might be material weaknesses under
standards established by the American Institute of Certified Public Accountants.
A material weakness is a condition in which the design or operation of one or
more of the internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in amounts that would
be material in relation to the financial statements being audited may occur and
not be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving the
internal control and its operation, including controls for safeguarding
securities that we consider to be material weaknesses as defined above.
This report is intended solely for the information and use of management, the
Board of Directors of the Funds, and the Securities and Exchange Commission and
is not intended to be and should not be used by anyone other than the specified
parties.
KPMG LLP
New York, New York
November 3, 2000
