<PAGE> PAGE 1
000 B000000 12/31/1999
000 C000000 0001029635
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 TROON PARTNERS, L.P.
001 B000000 811-08003
001 C000000 2126674122
002 A000000 ONE WORLD FINANCIAL CENTER, 31ST FLOOR
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10281
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
007 C010100 1
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A000001 TROON MANAGEMENT, LLC
008 B000001 A
008 C000001 801-53625
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10281
010 A000001 PFPC INC.
010 B000001 85-1196
010 C010001 WILMINGTON
010 C020001 DE
010 C030001 19809
010 A000002 CIBC WORLD MARKETS CORP.
010 B000002 801-10574
010 C010002 NEW YORK
010 C020002 NY
010 C030002 10281
011 A000001 CIBC WORLD MARKETS CORP.
011 B000001 8-18333
011 C010001 NEW YORK
<PAGE> PAGE 2
011 C020001 NY
011 C030001 10281
012 A000001 PFPC INC.
012 B000001 85-1196
012 C010001 WILMINGTON
012 C020001 DE
012 C030001 19809
013 A000001 ERNST & YOUNG LLP
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10019
014 A000001 CIBC WORLD MARKETS CORP.
014 B000001 8-18333
014 A000002 CIBC TRADING (DELAWARE) CORP.
014 B000002 8-49953
014 A000003 CIBC WORLD MARKETS INC.
014 B000003 8-00000
014 A000004 CIBC INVESTOR SERVICES INC.
014 B000004 8-00000
014 A000005 CEF. TAL INVESTMENT MANAGEMENT AUSTRALIA LTD.
014 B000005 8-00000
014 A000006 E. SHALEV LTD.
014 B000006 8-00000
014 A000007 CIBC WORLD MARKETS PLC
014 B000007 8-00000
014 A000008 CIBC WORLD MARKETS INTERNATIONAL LTD.
014 B000008 8-00000
014 A000009 CIBC WORLD MARKETS JAPAN LTD.
014 B000009 8-00000
014 A000010 CEF CAPTITAL LTD.
014 B000010 8-00000
014 A000011 CEF BROKERAGE LTD.
014 B000011 8-00000
014 A000012 CEF FUTURES LTD.
014 B000012 8-00000
014 A000013 CIBC (HONG KONG) LTD.
014 B000013 8-00000
014 A000014 CEF SINGAPORE LTD.
014 B000014 8-00000
014 A000015 CIBC WORLD MARKETS AUSTRALIA LTD.
014 B000015 8-00000
014 A000016 DELETE
015 A000001 CHASE MANHATTAN BANK
015 B000001 C
015 C010001 BROOKLYN
015 C020001 NY
015 C030001 11245
015 E010001 X
018 000000 Y
019 A000000 Y
019 B000000 6
<PAGE> PAGE 3
019 C000000 CIBCWORLDM
020 A000001 GOLDMAN SACHS & CO.
020 B000001 13-5108880
020 C000001 133
020 A000002 LEHMAN BROTHERS
020 B000002 13-2518466
020 C000002 71
020 A000003 BRIDGE TRADING CO.
020 B000003 43-1450530
020 C000003 61
020 A000004 MORGAN STANLEY
020 B000004 13-2655998
020 C000004 59
020 A000005 ALLEN & COMPANY
020 B000005 13-6176976
020 C000005 59
020 A000006 SALOMON SMITH BARNEY
020 B000006 11-2418191
020 C000006 49
020 A000007 DEUTSCHE BANK SECURITIES
020 B000007 13-2730828
020 C000007 48
020 A000008 JP MORGAN SECURITIES
020 B000008 13-3224016
020 C000008 46
020 A000009 SCHRODER & CO., INC.
020 B000009 13-2697272
020 C000009 26
020 A000010 THOMAS WEISEL PARTNERS
020 B000010 94-3310172
020 C000010 26
021 000000 773
022 A000001 GOLDMAN SACHS & CO.
022 B000001 13-5108880
022 C000001 27397
022 D000001 42514
022 A000002 BEAR STEARNS & CO.
022 B000002 13-3299429
022 C000002 32619
022 D000002 27683
022 A000003 MONTGOMERY SECURITIES
022 B000003 56-2058405
022 C000003 14200
022 D000003 20326
022 A000004 MORGAN STANLEY & CO.,
022 B000004 13-2655998
022 C000004 8159
022 D000004 12638
022 A000005 JP MORGAN SECURITIES
022 B000005 13-3224016
022 C000005 11709
<PAGE> PAGE 4
022 D000005 3479
022 A000006 MERRILL LYNCH, PIERCE, FENNER & SMITH
022 B000006 13-5674085
022 C000006 9676
022 D000006 4751
022 A000007 ALLEN & COMPANY
022 B000007 13-6176976
022 C000007 8484
022 D000007 5238
022 A000008 CREDIT SUISSE FIRST BOSTON
022 B000008 13-5659485
022 C000008 6894
022 D000008 3674
022 A000009 PAINEWEBBER, INC.
022 B000009 13-2638166
022 C000009 7226
022 D000009 2830
022 A000010 LEHMAN BROTHERS, INC.
022 B000010 13-2518466
022 C000010 9410
022 D000010 342
023 C000000 217583
023 D000000 187054
024 000000 Y
025 A000001 GOLDMAN SACHS & CO.
025 B000001 13-5108880
025 C000001 E
025 D000001 10119
025 A000002 DEUTSCHE BANK AG SPONSORED ADR
025 C000002 E
025 D000002 7012
025 D000003 0
025 D000004 0
025 D000005 0
025 D000006 0
025 D000007 0
025 D000008 0
025 D000009 0
025 D000010 0
025 D000011 0
025 D000012 0
025 D000013 0
025 D000014 0
025 D000015 0
025 D000016 0
026 A000000 N
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 Y
<PAGE> PAGE 5
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 N
028 A010000 0
028 A020000 0
028 A030000 0
028 A040000 0
028 B010000 0
028 B020000 0
028 B030000 0
028 B040000 0
028 C010000 0
028 C020000 0
028 C030000 0
028 C040000 0
028 D010000 0
028 D020000 0
028 D030000 0
028 D040000 0
028 E010000 0
028 E020000 0
028 E030000 0
028 E040000 0
028 F010000 0
028 F020000 0
028 F030000 0
028 F040000 0
028 G010000 0
028 G020000 0
028 G030000 0
028 G040000 0
028 H000000 0
030 A000000 0
030 B000000 0.00
030 C000000 0.00
031 A000000 0
031 B000000 0
032 000000 0
033 000000 0
035 000000 0
036 B000000 0
038 000000 0
042 A000000 0
042 B000000 0
042 C000000 0
042 D000000 0
042 E000000 0
042 F000000 0
042 G000000 0
042 H000000 0
<PAGE> PAGE 6
043 000000 0
044 000000 0
045 000000 Y
046 000000 N
047 000000 N
048 000000 0.000
048 A010000 0
048 A020000 0.000
048 B010000 0
048 B020000 0.000
048 C010000 0
048 C020000 0.000
048 D010000 0
048 D020000 0.000
048 E010000 0
048 E020000 0.000
048 F010000 0
048 F020000 0.000
048 G010000 0
048 G020000 0.000
048 H010000 0
048 H020000 0.000
048 I010000 0
048 I020000 0.000
048 J010000 0
048 J020000 0.000
048 K010000 0
048 K020000 0.000
049 000000 N
050 000000 N
051 000000 Y
052 000000 N
053 A000000 N
054 A000000 Y
054 B000000 Y
054 C000000 Y
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 Y
054 H000000 Y
054 I000000 N
054 J000000 N
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 N
055 A000000 N
055 B000000 N
056 000000 N
<PAGE> PAGE 7
057 000000 N
058 A000000 N
059 000000 Y
060 A000000 N
060 B000000 N
061 000000 150000
062 A000000 N
062 B000000 0.0
062 C000000 0.0
062 D000000 0.0
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
062 H000000 0.0
062 I000000 0.0
062 J000000 0.0
062 K000000 0.0
062 L000000 0.0
062 M000000 0.0
062 N000000 0.0
062 O000000 0.0
062 P000000 0.0
062 Q000000 0.0
062 R000000 0.0
063 A000000 0
063 B000000 0.0
066 A000000 Y
066 B000000 N
066 C000000 Y
066 D000000 N
066 E000000 N
066 F000000 N
066 G000000 N
067 000000 N
068 A000000 N
068 B000000 N
069 000000 N
070 A010000 Y
070 A020000 N
070 B010000 Y
070 B020000 Y
070 C010000 Y
070 C020000 N
070 D010000 Y
070 D020000 Y
070 E010000 N
070 E020000 N
070 F010000 N
070 F020000 N
070 G010000 N
070 G020000 N
<PAGE> PAGE 8
070 H010000 N
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 N
070 K010000 Y
070 K020000 N
070 L010000 Y
070 L020000 N
070 M010000 Y
070 M020000 Y
070 N010000 Y
070 N020000 N
070 O010000 Y
070 O020000 N
070 P010000 Y
070 P020000 N
070 Q010000 Y
070 Q020000 Y
070 R010000 Y
070 R020000 N
071 A000000 372162
071 B000000 271937
071 C000000 343115
071 D000000 79
072 A000000 12
072 B000000 68
072 C000000 1674
072 D000000 0
072 E000000 0
072 F000000 0
072 G000000 3403
072 H000000 0
072 I000000 53
072 J000000 130
072 K000000 0
072 L000000 0
072 M000000 23
072 N000000 7
072 O000000 0
072 P000000 246
072 Q000000 0
072 R000000 125
072 S000000 118
072 T000000 0
072 U000000 47
072 V000000 0
072 W000000 40
072 X000000 4192
072 Y000000 0
<PAGE> PAGE 9
072 Z000000 -2450
072AA000000 79048
072BB000000 21053
072CC010000 263875
072CC020000 0
072DD010000 0
072DD020000 0
072EE000000 0
073 A010000 0.0000
073 A020000 0.0000
073 B000000 0.0000
073 C000000 0.0000
074 A000000 0
074 B000000 0
074 C000000 0
074 D000000 0
074 E000000 0
074 F000000 629303
074 G000000 11346
074 H000000 0
074 I000000 77
074 J000000 3457
074 K000000 0
074 L000000 0
074 M000000 428
074 N000000 644611
074 O000000 7073
074 P000000 0
074 Q000000 0
074 R010000 0
074 R020000 0
074 R030000 0
074 R040000 73055
074 S000000 0
074 T000000 564483
074 U010000 0
074 U020000 0
074 V010000 0.00
074 V020000 0.00
074 W000000 0.0000
074 X000000 959
074 Y000000 408
075 A000000 0
075 B000000 336610
076 000000 0.00
077 A000000 Y
077 B000000 Y
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
<PAGE> PAGE 10
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 Y
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
080 A000000 NATIONAL UNION FIRE INSURANCE CO.
080 C000000 2200
081 A000000 Y
081 B000000 5
082 A000000 Y
082 B000000 25
083 A000000 N
083 B000000 0
084 A000000 N
084 B000000 0
085 A000000 Y
085 B000000 N
086 A010000 0
086 A020000 98749
086 B010000 0
086 B020000 56658
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
088 A000000 N
088 B000000 N
088 C000000 Y
088 D000000 N
SIGNATURE MARY JANE MALONEY
TITLE MANAGER
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001029635
<NAME> TROON PARTNERS, LP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<INVESTMENTS-AT-COST> 295743882
<INVESTMENTS-AT-VALUE> 640725774
<RECEIVABLES> 3768078
<ASSETS-OTHER> 117492
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 644611344
<PAYABLE-FOR-SECURITIES> 7072935
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 73055857
<TOTAL-LIABILITIES> 80128792
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 164837049
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (3257750)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 57921362
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 344981891
<NET-ASSETS> 564482552
<DIVIDEND-INCOME> 1677341
<INTEREST-INCOME> 63885
<OTHER-INCOME> 84
<EXPENSES-NET> 4191800
<NET-INVESTMENT-INCOME> (2450490)
<REALIZED-GAINS-CURRENT> 57995801
<APPREC-INCREASE-CURRENT> 263874801
<NET-CHANGE-FROM-OPS> 319420113
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 361511037
<ACCUMULATED-NII-PRIOR> (807260)
<ACCUMULATED-GAINS-PRIOR> (74439)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 246207
<GROSS-EXPENSE> 4191799
<AVERAGE-NET-ASSETS> 336609750
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 1.25
</TABLE>
EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77B:
Accountants report on internal control
EXHIBIT B:
Attachment to item 77O:
Transactions effected pursuant to Rule 10f-3
- ------------------------------------------------------------------
EXHIBIT A:
Report of Independent Auditors
To the Individual General Partners of
Troon Partners, L.P.
In planning and performing our audit of the financial
statements of Troon Partners, L.P. for the year ended December
31, 1999, 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 internal control.
The management of Troon Partners, L.P. 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, error 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 internal control would not necessarily
disclose all matters in 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 internal control and its
operation, including controls for safeguarding securities,
that we consider to be material weaknesses as defined above at
December 31, 1999.
This report is intended solely for the information and use of
management, the Board of Directors of Troon Partners, L.P. and
the Securities and Exchange Commission and is not intended to
be and should not be used by anyone other than these specified
parties.
ERNST & YOUNG LLP
February 11, 2000
EXHIBIT B:
Troon Partners, L.P.
For the twelve month period ended December 31, 1999, Troon
Partners, L.P. ( the "Partnership" ) engaged in several
transactions that involved the purchase of securities during
the existence of an underwriting or selling syndicate in
which CIBC World Markets Corp., an affiliated person of the
Partnership, participated as an underwriter. The
Partnership did not purchase securities from CIBC World
Markets Corp., or any of its affiliates, in any of such
transactions.
The Individual General Partners of the Partnership (who
constitute the "directors" of the Partnership for the
purposes of the Investment Company Act of 1940 (the "1940
Act")), including a majority of the Individual General
Partners who are not interested persons of the Partnership,
have adopted Rule 10f-3 procedures, pursuant to which such
transactions may be effected by the Partnership. At their
regular quarterly meetings, the Individual General Partners
reviewed such transactions and determined that each of the
transactions met the requirements of Rule 10f-3 under the
1940 Act, with the exception of the purchase of NorthPoint
Communications Group, Inc. on May 5, 1999. This issuer did
not meet the requirement of being in continuous operation
for three years or more. This security was sold by the
Partnership on May 6, 1999 resulting in a short-term capital
gain of $193,402. Details of the transactions have been
attached as an exhibit.
SCHEDULE B
RULE 10f-3 REPORT
A. INFORMATION REGARDING THE OFFERING AND TRANSACTION
Date of Purchase: 05/05/99
Name of Issuer/Issue: Goldman Sachs / Northpoint Communications
Group
Principal Amount of Offering: $15 million
Price/Spread: 24
Amount Purchased by the Fund: 9,054 shares
B. COMPLIANCE CHECKLIST
Indicate whether the following conditions were met in connection
with the purchase of the security described in Section A above:
1. Y Securities are (i) part of an issue
registered under the Securities Act of 1933 that is
being offered to the public, (ii) Eligible Municipal
Securities, (iii) sold in an Eligible Foreign
Offering, or (iv) sold in an Eligible Rule 144A
Offering.
2. Y The purchase for the Fund was made prior to
the end of the first full business day on which any
sales are made, and, if the securities are offered for
subscription upon exercise of rights, on or before the
fourth day preceding the day on which the rights
offering terminates.
3. Y The underwriting was a firm commitment
underwriting.
4. Y The commission, spread or profit received or to be
received by the principal underwriters was fair and
reasonable as compared to the commission, spread or
profit received by other principal underwriters in
connection with underwritings of similar securities
during a comparable period of time.
5. No Except for Eligible Municipal Securities, the
issuer has been in continuous operation for not less
than 3 years, including the operations of any
predecessors.
6. Y The amount of securities of any class purchased by
the Fund, alone or together within one or more
investment companies to which the Adviser serves as
investment adviser, (i) for all offerings other than
Eligible Rule 144A Offerings, does not exceed 25% of
the principal amount of the offering of such class, and
(ii) for Eligible Rule 144A Offerings, does not exceed
25% of the total principal amount of the offering of
such class sold to qualified institutional buyers, plus
the principal amount of the offering in any concurrent
public offering.
7. Y The securities were not purchased directly or
indirectly from: (a) an officer, director, Manager,
investment adviser or employee of the Fund or (b) a
person of which any of the persons noted in (a) is an
affiliated person.
8. Y If securities were purchased from a syndicate
manager, the purchase was not part of a group sale or
otherwise allocated to the account of any of the
persons specified in 7 above.
07/07/99
Name: Eric Lieberman Date
Title: CFO
SCHEDULE B
RULE 10f-3 REPORT
A. INFORMATION REGARDING THE OFFERING AND TRANSACTION
Date of Purchase: 05/11/99
Name of Issuer/Issue: Morgan Stanley / Time Warner Telecom,
Inc.
Principal Amount of Offering: $252 million
Price/Spread: 14
Amount Purchased by the Fund: 10,928 shares
B. COMPLIANCE CHECKLIST
Indicate whether the following conditions were met in connection
with the purchase of the security described in Section A above:
1. Y Securities are (i) part of an issue registered
under the Securities Act of 1933 that is being offered
to the public, (ii) Eligible Municipal Securities,
(iii) sold in an Eligible Foreign Offering, or (iv)
sold in an Eligible Rule 144A Offering.
2. Y The purchase for the Fund was made prior to
the end of the first full business day on which any
sales are made, and, if the securities are offered for
subscription upon exercise of rights, on or before the
fourth day preceding the day on which the rights
offering terminates.
3. Y The underwriting was a firm commitment
underwriting.
4. Y The commission, spread or profit received or to be
received by the principal underwriters was fair and
reasonable as compared to the commission, spread or
profit received by other principal underwriters in
connection with underwritings of similar securities
during a comparable period of time.
5. Y Except for Eligible Municipal Securities, the
issuer has been in continuous operation for not less
than 3 years, including the operations of any
predecessors.
6. Y The amount of securities of any class purchased by
the Fund, alone or together within one or more
investment companies to which the Adviser serves as
investment adviser, (i) for all offerings other than
Eligible Rule 144A Offerings, does not exceed 25% of
the principal amount of the offering of such class, and
(ii) for Eligible Rule 144A Offerings, does not exceed
25% of the total principal amount of the offering of
such class sold to qualified institutional buyers, plus
the principal amount of the offering in any concurrent
public offering.
7. Y The securities were not purchased directly or
indirectly from: (a) an officer, director, Manager,
investment adviser or employee of the Fund or (b) a
person of which any of the persons noted in (a) is an
affiliated person.
8. Y If securities were purchased from a syndicate
manager, the purchase was not part of a group sale or
otherwise allocated to the account of any of the
persons specified in 7 above.
07/07/99
Name: Eric Lieberman Date
Title: CFO
SCHEDULE B
RULE 10f-3 REPORT
A. INFORMATION REGARDING THE OFFERING AND TRANSACTION
Date of Purchase: 05/07/99
Name of Issuer/Issue: DLJ / Media Metrix, Inc.
Principal Amount of Offering: $51 million
Price/Spread: 17
Amount Purchased by the Fund: 1,000 shares
B. COMPLIANCE CHECKLIST
Indicate whether the following conditions were met in connection
with the purchase of the security described in Section A above:
1. Y Securities are (i) part of an issue registered
under the Securities Act of 1933 that is being offered
to the public, (ii) Eligible Municipal Securities,
(iii) sold in an Eligible Foreign Offering, or (iv)
sold in an Eligible Rule 144A Offering.
2. Y The purchase for the Fund was made prior to
the end of the first full business day on which any
sales are made, and, if the securities are offered for
subscription upon exercise of rights, on or before the
fourth day preceding the day on which the rights
offering terminates.
3. Y The underwriting was a firm commitment
underwriting.
4. Y The commission, spread or profit received or to be
received by the principal underwriters was fair and
reasonable as compared to the commission, spread or
profit received by other principal underwriters in
connection with underwritings of similar securities
during a comparable period of time.
5. Y Except for Eligible Municipal Securities, the
issuer has been in continuous operation for not less
than 3 years, including the operations of any
predecessors.
6. Y The amount of securities of any class purchased by
the Fund, alone or together within one or more
investment companies to which the Adviser serves as
investment adviser, (i) for all offerings other than
Eligible Rule 144A Offerings, does not exceed 25% of
the principal amount of the offering of such class, and
(ii) for Eligible Rule 144A Offerings, does not exceed
25% of the total principal amount of the offering of
such class sold to qualified institutional buyers, plus
the principal amount of the offering in any concurrent
public offering.
7. Y The securities were not purchased directly or
indirectly from: (a) an officer, director, Manager,
investment adviser or employee of the Fund or (b) a
person of which any of the persons noted in (a) is an
affiliated person.
8. Y If securities were purchased from a syndicate
manager, the purchase was not part of a group sale or
otherwise allocated to the account of any of the
persons specified in 7 above.
07/07/99
Name: Eric Lieberman Date
Title: CFO
SCHEDULE B
RULE 10f-3 REPORT
A. INFORMATION REGARDING THE OFFERING AND TRANSACTION
Date of Purchase: 05/04/99
Name of Issuer/Issue: Goldman Sachs / Goldman Sachs
Principal Amount of Offering: $2.073 billion
Price/Spread: 53
Amount Purchased by the Fund: 22,641 shares
B. COMPLIANCE CHECKLIST
Indicate whether the following conditions were met in connection
with the purchase of the security described in Section A above:
1. Y Securities are (i) part of an issue registered
under the Securities Act of 1933 that is being offered
to the public, (ii) Eligible Municipal Securities,
(iii) sold in an Eligible Foreign Offering, or (iv)
sold in an Eligible Rule 144A Offering.
2. Y The purchase for the Fund was made prior to
the end of the first full business day on which any
sales are made, and, if the securities are offered for
subscription upon exercise of rights, on or before the
fourth day preceding the day on which the rights
offering terminates.
3. Y The underwriting was a firm commitment
underwriting.
4. Y The commission, spread or profit received or to be
received by the principal underwriters was fair and
reasonable as compared to the commission, spread or
profit received by other principal underwriters in
connection with underwritings of similar securities
during a comparable period of time.
5. Y Except for Eligible Municipal Securities, the
issuer has been in continuous operation for not less
than 3 years, including the operations of any
predecessors.
6. Y The amount of securities of any class purchased by
the Fund, alone or together within one or more
investment companies to which the Adviser serves as
investment adviser, (i) for all offerings other than
Eligible Rule 144A Offerings, does not exceed 25% of
the principal amount of the offering of such class, and
(ii) for Eligible Rule 144A Offerings, does not exceed
25% of the total principal amount of the offering of
such class sold to qualified institutional buyers, plus
the principal amount of the offering in any concurrent
public offering.
7. Y The securities were not purchased directly or
indirectly from: (a) an officer, director, Manager,
investment adviser or employee of the Fund or (b) a
person of which any of the persons noted in (a) is an
affiliated person.
8. Y If securities were purchased from a syndicate
manager, the purchase was not part of a group sale or
otherwise allocated to the account of any of the
persons specified in 7 above.
07/07/99
Name: Eric Lieberman Date
Title: CFO
SCHEDULE B
RULE 10f-3 REPORT
A. INFORMATION REGARDING THE OFFERING AND TRANSACTION
Date of Purchase: August 4, 1999
Name of Issuer/Issue: Inktomi Coproration (secondary)
Principal Amount of Offering: 3,300,000 shares @92.1875 or
$304,218,750
Price/Spread: px: $92.1875 high $103.5 low $87.375 last sale
$103.375
Amount Purchased by the Partnership: 3,420 shares or $315,281
B. COMPLIANCE CHECKLIST
Indicate whether the following conditions were met in connection
with the purchase of the security described in Section A above:
1. Y Securities are (i) part of an issue
registered under the Securities Act of 1933 that is
being offered to the public, (ii) Eligible Municipal
Securities, (iii) sold in an Eligible Foreign
Offering, or (iv) sold in an Eligible Rule 144A
Offering.
2. Y The purchase for the Partnership was made
prior to the end of the first full business day on
which any sales are made, and, if the securities are
offered for subscription upon exercise of rights, on or
before the fourth day preceding the day on which the
rights offering terminates.
3. Y The underwriting was a firm commitment
underwriting.
4. Y The commission, spread or profit received or to be
received by the principal underwriters was fair and
reasonable as compared to the commission, spread or
profit received by other principal underwriters in
connection with underwriting of similar securities
during a comparable period of time.
5. Y Except for Eligible Municipal Securities, the
issuer has been in continuous operation for not less
than 3 years, including the operations of any
predecessors.
6. Y The amount of securities of any class purchased by
the Partnership, alone or together within one or more
investment companies to which the Adviser serves as
investment adviser, (i) for all offerings other than
Eligible Rule 144A Offerings, does not exceed 25% of
the principal amount of the offering of such class, and
(ii) for Eligible Rule 144A Offerings, does not exceed
25% of the total principal amount of the offering of
such class sold to qualified institutional buyers, plus
the principal amount of the offering in any concurrent
public offering.
7. Y The amount paid by the Partnership does
not exceed 3% of the total assets of the Partnership.
8. Y The securities were not purchased directly or
indirectly from: (a) an officer, director, Manager,
investment adviser or employee of the Fund or (b) a
person of which any of the persons noted in (a) is an
affiliated person.
9. Y If securities were purchased from a syndicate
manager, the purchase was not part of a group sale or
otherwise allocated to the account of any of the
persons specified in 7 above
Name: Eric Lieberman Date: 08/05/99
Title: Compliance Officer
SCHEDULE B
RULE 10f-3 REPORT
A. INFORMATION REGARDING THE OFFERING AND TRANSACTION
Date of Purchase: 07/21/99
Name of Issuer/Issue: Insight Communications
Principal Amount of Offering: 20,500,000 shares @24.50 or
$502,250,000
Price/Spread: px: $24.50 high $32.00 low $25.25 last sale
$29.9375
Amount Purchased by the Partnership: 4,504 shares or $110,348
B. COMPLIANCE CHECKLIST
Indicate whether the following conditions were met in connection
with the purchase of the security described in Section A above:
1. Y Securities are (i) part of an issue registered
under the Securities Act of 1933 that is being offered
to the public, (ii) Eligible Municipal Securities,
(iii) sold in an Eligible Foreign Offering, or (iv)
sold in an Eligible Rule 144A Offering.
2. Y The purchase for the Partnership was made
prior to the end of the first full business day on
which any sales are made, and, if the securities are
offered for subscription upon exercise of rights, on or
before the fourth day preceding the day on which the
rights offering terminates.
3. Y The underwriting was a firm commitment
underwriting.
4. Y The commission, spread or profit received or to be
received by the principal underwriters was fair and
reasonable as compared to the commission, spread or
profit received by other principal underwriters in
connection with underwriting of similar securities
during a comparable period of time.
5. Y Except for Eligible Municipal Securities, the
issuer has been in continuous operation for not less
than 3 years, including the operations of any
predecessors.
6. Y The amount of securities of any class purchased by
the Partnership, alone or together within one or more
investment companies to which the Adviser serves as
investment adviser, (i) for all offerings other than
Eligible Rule 144A Offerings, does not exceed 25% of
the principal amount of the offering of such class, and
(ii) for Eligible Rule 144A Offerings, does not exceed
25% of the total principal amount of the offering of
such class sold to qualified institutional buyers, plus
the principal amount of the offering in any concurrent
public offering.
7. Y The amount paid by the Partnership does not exceed
3% of the total assets of the Partnership
8 Y The securities were not purchased directly or
indirectly from: (a) an officer, director, Manager,
investment adviser or employee of the Partnership or
(b) a person of which any of the persons noted in (a)
is an affiliated person.
9. N/A If securities were purchased from a syndicate
manager, the purchase was not part of a group sale or
otherwise allocated to the account of any of the
persons specified in 7 above.
Name: Eric Lieberman Title: Compliance Officer Date:
07/21/99
Title: Compliance Officer
Eligible Municipal Securities means "municipal securities,"
as defined in Section 3(a)(29) of the Exchange
Act, that have received an investment grade rating from at least
one NRSRO; provided, that if the issuer of the
municipal securities, or the entity supplying the revenues or
other payments from which the issue is to be paid, has
been in continuous operation for less than three years, including
the operation of any predecessors, the securities
shall have received one of the three highest ratings from an
NRSRO.
