Private FundsRegulatory Compliance Calendar 2020This Regulatory Compliance Calendar for 2020 is being furnished on a confidential basis exclusively to certain clients of Paul, Weiss and is not for redistribution or public use.This Calendar covers certain (but not all) regulatory obligations of a typical U.S.-based private fund adviser. This Calendar does not address all potential regulatory reporting andcompliance obligations applicable to a private fund adviser, including, but not limited to, those arising under: (i) state reporting regimes; (ii) the Commodities Futures TradingCommission (“CFTC”) or the National Futures Association requirements (other than the annual affirmation requirement applicable to commodity pool operators exempt or excludedfrom registration under CFTC Rule 4.5, 4.13(a)(1), 4.13(a)(2), 4.13(a)(3), or 4.13(a)(5) or commodity trading advisors exempt from registration under Rule 4.14(a)(8)); (iii) rules orregulations of the Financial Industry Regulatory Authority, Inc. (other than annual “new issues” certifications); (iv) tax; (v) ERISA; and (vi) non-U.S. regulatory regimes.The information contained herein is provided for informational and discussion purposes only.This Calendar is not intended to provide legal advice, and no legal or business decisions should be based on its content. Questions concerning issuesaddressed in this Calendar should be directed to the Paul, Weiss contacts listed on the last page of this Calendar. Please note that the information containedherein is current as of December 2019 and is subject to change throughout 2020. 2019 Paul, Weiss, Rifkind, Wharton & Garrison LLP. In some jurisdictions, this publication may be considered attorney advertising. Past representations are no guarantee of future outcomes.
Regulatory Compliance Calendar 2020Annual Compliance Obligations Not Tied to a Specific DateActivityConduct general review of Treasury International Capital Forms(“TIC Forms”) applicable for the calendar year:Legal Basis for ComplianceNotesTIC Forms and Instructions: 1, 2Monthly and Quarterly Reports:TIC Form BC, BL-1, BL-2 – For preceding month. (Due on the 15thday following each month-end.)TIC Form BQ-1, BQ-2, BQ-3 – For preceding quarter. (Due on the20th day following each quarter-end.)TIC B Forms Instructions – Monthly or quarterly reporting of liabilities to, and claims against,foreign residents, required of all U.S.-resident financial institutions (including private funds).Exemption levels apply form-by-form (and within parts on certain forms) and range from 25million to 4 billion (note that private funds advisers complete the forms as the financialinstitution and report for the private funds they manage as customers). An entity that is not ofthe type subject to TIC Form B reporting may instead be subject to TIC Form C reporting. Note:Updates to TIC B-Forms for 2020 are expected but have not yet been posted.TIC Form S– For preceding month. (Due on the 15th day followingthe last business day of each month.)TIC Form S Instructions – Monthly transaction-based reporting of purchases and sales of longterm securities between U.S. and foreign entities required of U.S.-resident entities that, duringthe month, had 350 million or more in reportable purchases or reportable sales (note thatprivate fund advisers must aggregate reportable securities across private funds managed).TIC Form SLT – For preceding month. (Due on the 23rd calendarday of the next month.)TIC Form SLT Instructions – Monthly reporting of ownership of long-term foreign securities byU.S. persons and ownership of long-term U.S. securities by foreign persons. 1 billion reportingthreshold (note that private fund advisers must aggregate reportable securities across U.S.private funds managed).Annual and Benchmark Reports:12TIC Form SHC Schedules – Quinquennial report; no current formavailable. Next filing as of December 31, 2021. (Expected to be duefirst Friday of March 2022.)TIC Form SHC Instructions – Quinquennial reporting (next filing as of December 31, 2021) ofU.S. ownership of foreign securities.TIC Form SHCA – For preceding year. (Due March 6, 2020.)TIC Form SHCA Instructions – Annual report (other than SHC years) of U.S. ownership offoreign securities as of December 31; only required for entities contacted by the Federal Reserve.TIC Form SHL – Quinquennial report; no current form available.Next filing as of last business day of June 2024. (Expected to be duelast business day of August 2024.)TIC Form SHL Instructions – Quinquennial reporting of foreign residents’ holdings of U.S.securities as of the last business day of June.TIC Form SHLA Schedules – For preceding year; no current formavailable. (Next form expected to be due last business day of August2020.)TIC Form SHLA Instructions – Annual report (other than SHL years) of foreign residents’holdings of U.S. securities as of the last business day of June; only required for entities contactedby the Federal Reserve.TIC Form D – For preceding quarter. (Due on the 50th dayfollowing each quarter-end.)TIC Form D Instructions – Quarterly reporting of holdings and transactions in derivativescontracts required of U.S. residents worldwide derivatives holdings with a total notional valueTIC Forms expire and/or are updated on a rolling basis and the instructions accordingly change from time to time. Before filing, please confirm that the form you are completing is still current.If a TIC report is due on a non-business day, the due date is the next business day.Red: SEC Regulatory ObligationsBlack: TIC and BEA Filing ObligationsPAUL, WEISS, RIFKIND, WHARTON & GARRISON LLPGreen: Miscellaneous Filing ObligationsPAULWEISS.COM3
Regulatory Compliance Calendar 2020Annual Compliance Obligations Not Tied to a Specific DateActivityLegal Basis for ComplianceNotesexceeding 400 billion or “Grand Total Net Settlements” exceeding 400 million.34Conduct general review of Bureau of Economic Analysis (“BEA”),Agency of U.S. Department of Commerce reporting forms (“BEAForms”) applicable for the calendar year:BEA Forms and Instructions: 3, 4BE-13 – Due on the 45th day after the transaction is completed.BE-13 Instructions– Transaction-based reporting of new foreign direct investments in the U.S.required for transactions in which a foreign person acquires a 10% or more voting interest in aU.S. person or expands U.S. operations. Exemption available if total acquisition cost is not morethan 3 million. Report required regardless of whether the reporter was contacted by the BEA.BE-577 – For the preceding quarter. (Due on the 30th day followingquarter-end, except due on the 45th day following end of the finalquarter.)BE-577 Instructions – Quarterly reporting of U.S. direct investment abroad required from U.S.persons (“U.S. reporters”) who have had direct transactions or positions with a foreign businessenterprise in which it held, indirectly or directly, an ownership interest of at least 10% of votingsecurities at any time during the reporting period. Exemption available for any foreign affiliatethat had total assets, annual sales or gross operating revenues, and annual net income of notmore than 60 million and had directly held intercompany debt balances with the U.S. reporterof not more than 1 million. Only entities contacted by the BEA must report.BE-605 – For the preceding quarter. (Due on the 30th day followingquarter-end, except due on the 45th day following end of the finalquarter.)BE-605 Instructions – Quarterly reporting of foreign direct investment in the U.S. required fromU.S. reporters that were established, acquired, liquidated or sold or that became inactive duringthe reporting period and in which foreign persons owned, directly or indirectly, a 10% or morevoting interest at any time during the reporting period. Exemption available for any U.S. affiliatethat had total assets, annual sales or gross operating revenues and annual net income of no morethan 50 million and no intercompany debt with its foreign affiliates. Only entities contacted bythe BEA must report.BE-185 – For the preceding quarter. (Due on the 45th day followingquarter-end, except due on the 90th day following end of the finalquarter.)BE-185 Instructions – Quarterly reporting required from U.S. financial services providers(including private funds and their advisers) of financial services purchased from or sold toforeign persons. Exemption available if sales to foreign persons did not exceed 20 million, orpurchases from foreign persons did not exceed 15 million, during the prior fiscal year and arenot expected to exceed those amounts during the current fiscal year. Only entities contacted bythe BEA must report.BE-11 – For the preceding year. Form not yet available. (Expected tobe due May 31, 2021.)BE-11 Instructions – Annual reporting (other than BE-10 years) of U.S. direct investment abroadrequired from U.S. reporters for each foreign business enterprise in which it held, directly orindirectly, an ownership interest of at least 10% of voting interests. Based on 2017 form,exemption available for any foreign affiliate that had total assets, annual sales or gross operatingrevenues, and annual net income of not more than 25 million. (Annual filing related toquarterly Form BE-577.) Only entities contacted by the BEA must report.BEA Forms expire and/or are updated on a rolling basis and instructions accordingly change from time to time. Before filing, please confirm that the form you are completing is still current.Although not set out in written guidance, BEA staff have indicated that, in practice, if a form is due on a non-business day, a form submitted on the next business day will be considered timely.Red: SEC Regulatory ObligationsBlack: TIC and BEA Filing ObligationsPAUL, WEISS, RIFKIND, WHARTON & GARRISON LLPGreen: Miscellaneous Filing ObligationsPAULWEISS.COM4
Regulatory Compliance Calendar 2020Annual Compliance Obligations Not Tied to a Specific DateActivityLegal Basis for ComplianceBE-15A, BE-15B, BE-15C and BE-15 Claim for Exemption – For thepreceding year. 2019 form not yet available. (Expected to be dueMay 31, 2020, or by June 30, 2020 for reports submitted via eFile.)BE-15 Instructions – Annual survey of foreign direct investment in the United States requiredfrom U.S. affiliates in which foreign persons own, directl