INSTITUTIONAL INVESTMENT MANAGERS AND FORM 13F;
OBLIGATION IS ALIVE AND WELL

Section 13(f) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 13f- 1 promulgated thereunder (the "Rule") require that all "institutional Investment Managers" who have investment discretion over $100 million or more of Section 13f-1 securities file reports on Form 13F within 45 days of the end of December of the first year in which the $100 million threshold is first reached, and within 45 days of the first three quarters of the following year thereafter. "Section 13(f) securities" generally includes any equity securities that are admitted to trading on a national securities exchange or quoted on the automated quotation system of a registered securities association. The SEC also publishes a list of such securities which is available at the SEC website.

An "Institutional Investment Manager" includes any entity purchasing or selling securities for its own account or any natural person who has investment discretion over the account of another person or entity. The definition is broad enough to include banks, insurance companies, hedge fund investment advisers, advisers to other pooled investment vehicles and broker/dealers. A natural person investing for his or her own account is not subject to the Rule. See "Frequently Asked Questions About Form 13F", SEC Division of Investment Management, May 2005.

Despite certain valiant attempts by energetic investment managers to have the Rule repealed, the obligation continues and in fact the SEC recently sanctioned an adviser for repeatedly failing to file Form 13F despite evidence of actual knowledge by the adviser of its obligations. See "In the Matter of Quattro Global Capital, LLC" Rel. IA-2634 (Aug. 15, 2007).

The obligation to File Form 13F begins with the last calendar quarter in the year the Institutional Investment Adviser first exceeds the $100 million threshold. Thus if a manager first exceeds the threshold in June of 2007, it will be required to file by February 14^th 2008 and also within 45 days of the next three calendar quarters.

For further information regarding this topic please contact Richard Lepowsky at (212) 233-3620 or Michael Present at (212) 779-3207.