Electronic Filing Mandated for Form 13F

Febuary 12, 1999

The Securities and Exchange Commission (the "Commission") is adopting amendments to require electronic filing of Form 13F through use of the CommissionŐs EDGAR system. Form 13F reports (including amendments to previously filed reports) filed on or after April 1, 1999, must comply with the mandatory electronic filing requirements of the EDGAR system.

The Commission adopted Regulation S-T in 1993, governing electronic filing, to implement the EDGAR system and require registrants whose filings were processed by the Division of Corporation Finance and the Division of Investment Management to submit most of their filings electronically. During the phase-in to mandatory electronic filing on EDGAR, investment managers were not required to file Form 13F reports electronically. Form 13F reports disclose certain equity securities holdings of accounts over which institutional investment managers exercise investment discretion. Although electronic filing was not mandated for Form 13F, filers were allowed to file electronically on Form 13F-E on a voluntary basis. The Commission has now determined that it is in the publicŐs best interest to have Form 13F reports available electronically. For example, the Commission believes that investors would find the information contained in Form 13F filings useful in tracking institutional investor holdings in their investments and that issuers, too, would find details as to institutional investor holdings useful because much of their shareholder list may reflect holdings in "street name" rather than beneficial ownership.

Effective February 18, 1999, institutional investment managers may submit Form 13F reports (including amendments to previously filed reports) either

1. electronically on EDGAR (using the EDGAR submission types discussed below),
2. in paper on the new, revised Form 13F, or
3. electronically on Form 13F-E.

As of April 1, 1999, all filers must file electronically on EDGAR and the Commission will no longer accept paper filings or electronic filings on Form 13F-E.

The Commission did not change the substantive reporting requirements of Form 13F in connection with making the electronic filing of the form mandatory. However, the revised Form 13F has a three-part format consisting of a cover page, summary page and information table, portions of which may be omitted from certain filings as discussed below.

Special Instruction 6 of the revised Form 13F requires that filers designate the "report type" on the cover page of the Form 13F, which may be

1. a 13F Notice, where all of the securities with respect to which a manager has investment discretion are reported by another manager,
2. a 13F Holdings Report, where all of the securities with respect to which a manager has investment discretion are reported in the current report, or
3. a 13F Combination Report, where part of the securities with respect to which a manager has investment discretion are reported by another manager.

When filing a 13F Notice, a List of Other Managers Reporting for this Manager must be included on the cover page, but the summary page and information table can be omitted from the filing. When filing a 13F Holdings Report, the List of Other Managers Reporting for this Manager must be omitted from the cover page, and the summary page and information table must also be filed. When filing a 13F Combination Report, the List of Other Managers Reporting for this Manager must be included on the cover page, and the summary page and information table must also be filed.

The summary page of the revised Form 13F includes a Report Summary. The Report Summary contains the Number of Other Included Managers, an Information Table Entry Total and an Information Table Value Total. These summary items are designed to provide a useful and convenient summary of key information included elsewhere in the report. In addition to the above changes, certain instructions on Form 13F have been revised to cover electronic filing issues.

EDGAR filings are to be made on EDGAR submission type 13F-HR for Form 13F Holdings Reports and Form 13F Combination Reports, and EDGAR submission type 13F-NT for Form 13F Notices. The revised Form 13F can be obtained at no charge from the CommissionŐs website at http://www.sec.gov.

To discuss other issues relating to hedge funds and their investment managers, contact Howard A. Neuman at (212) 818-9200 .