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SG Cowen Funds, Inc.
I, the undersigned duly elected officer of SG Cowen Funds, 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 March 23, 2000 and (ii) the text
of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certification on this 4th day of April,
2000.
SG COWEN FUNDS, INC.
By: /s/ Rodd M. Baxter
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Rodd M. Baxter
Secretary
