<PAGE>
SG COWEN STANDBY TAX-EXEMPT RESERVE FUND, INC.
I, the undersigned duly elected officer of SG Cowen Standby Tax-Exempt
Reserve Fund, Inc., do hereby certify that (i) the form of Prospectus and the
Statement of Additional Information that would have been filed under Rule 497(c)
of the Securities Act of 1933, as amended, would not have differed from that
contained in the most recent registration statement amendment, filed January 25,
2000 and (ii) the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certification on this 4th day of
February, 2000.
SG COWEN STANDBY TAX-EXEMPT RESERVE FUND, INC.
By: /s/ Rodd M. Baxter
-----------------------------
Rodd M. Baxter
Secretary
