Global Regulatory Reminders. Quick Reference Guide Q1 2014

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1 Global Regulatory Reminders Quick Reference Guide Q BRO _8.indd /30/13 10:38 AM

2 Global Regulatory Reminders Quick Reference Guide All information provided herein is for discussion purposes only, and is not intended to be nor should it be construed or used as investment, tax or legal advice. All recipients should consult with their legal counsel, tax, financial and other advisors with respect to any information provided herein. Given the continuously evolving nature of global regulation, hedge fund managers should be following the situation closely. This document seeks to offer a summary of significant global regulatory filings, their deadlines, and other pertinent guidance on filing. It represents the state of the existing available knowledge regarding current and future regulatory filings as of November 2013, and as such covers requirements set to come online in Please note that the broad array of different strategies operated by hedge funds may implicate regulatory regimes not described in this chart. For example, the trading of goods and/or instruments such as credit card receivables, insurance products, hazardous materials or other physical goods, among other commercial activities, may require particularized analysis to determine the nature of any required filings. This Quick Reference Guide has been prepared from the perspective of a U.S.-registered fund manager trading in international markets, who is not registered in those markets. Funds that are registered in these markets will have significant additional filing requirements. Please see your legal, tax, and other counsel. Sections have been tabulated by regional focus with the United States,, Asia, Latin America and the British Overseas Territories. Specifically, the scope of this document covers the following regions: United States Denmark, an Union, Finland, France, Germany, Greenland, Iceland, Italy, Luxembourg, Malta, Norway, Spain, Sweden, United Kingdom Asia Australia, China, Hong Kong, Japan, Singapore, South Korea, Taiwan Latin America Brazil, Mexico As the regulatory environment is complex and constantly evolving, we will be updating this Quick Reference Guide to add more markets and capture additional significant filings. British Overseas Territories Bermuda, Cayman Islands

3 United States Form ADV Annual Amendment and Delivery Form D (Notice of Exempt Offering) An investment adviser is generally required to register with the SEC if (i) it has between $25mm and $100mm in regulatory AUM (generally the gross asset value of the securities portfolios that it manages) and is not subject to state examination or (ii) it has more than $100mm in regulatory AUM. Certain advisers to private funds (advisers who advise solely private funds and manage less than $150mm of U.S. regulatory AUM) and advisers to venture capital funds are exempt from registration with the SEC, but must nevertheless complete certain sections of Part 1A of Form ADV (no annual delivery requirement). Issuers of unregistered offerings of securities are required to file Form D to claim a safe harbor from registration in accordance with Regulation D. Such a filing is required of funds that use Rule 506 to obtain a private offering exemption (which includes most hedge funds). Filing must be effective as of the date the filing thresholds are reached. Within 15 days of first sale of securities. Adviser must file an annual update within 90 days after its fiscal year-end. Only fully registered advisers must deliver an updated Part 2A or a summary of changes to clients within 120 days after fiscal year-end (note: not all private fund investors are necessarily clients ). Due on or before the anniversary of the fund s initial SEC Form D filing, or if an amendment has been made, on or before the anniversary of the most recently filed amendment. Update required in the event of a material change. IARD While Form ADV Part 2B (the brochure supplement with biographies of supervised persons) is not filed with the SEC, a registered adviser must complete and deliver one or more brochure supplement[s] to its advisory clients. EDGAR Please note that issuers may not rely on Rule 506 for offerings involving certain felons and other so-called bad actors under SEC rules promulgated in Disqualifying events include certain regulatory actions and orders, as well as specified court injunctions and other proceedings. United States Form PF All SEC registered investment advisers that manage at least $150mm in regulatory AUM attributable to private funds ( Private Fund Advisers ) must file Form PF. There are additional filing requirements for different kinds of Large Private Fund Advisers: (i) Large Hedge Fund* Adviser ($1.5bn in hedge fund regulatory AUM); (ii) Large Liquidity Fund* Adviser ($1bn in combined liquidity fund and registered money market fund regulatory AUM) or (iii) Large Private Equity* Adviser ($2bn in private equity regulatory AUM). *Please note that Hedge Fund, Liquidity Fund, and Private Equity as used above are terms of art and do not necessarily correspond with their common meaning. An annual filing is required from all Private Fund Advisers within 120 days after fiscal year-end and a quarterly filing is required from Large Hedge Fund Advisers (within 60 days) and Large Liquidity Fund Advisers (within 15 days). Annual filing required from all Private Fund Advisers within 120 days after fiscal year-end. Quarterly filing required from Large Hedge Fund Advisers (within 60 days after the end of the relevant fiscal quarter) and Large Liquidity Fund Advisers (within 15 days after the end of the relevant fiscal quarter). IARD/PFRD Please note that the sections of Form PF required depend on the status of the filer. All Private Fund Advisers must complete Sections 1a and 1b of Form PF. Private Fund Advisers who advise hedge funds must also complete Section 1c of Form PF. In addition, Large Hedge Fund Advisers must complete Section 2 of Form PF, Large Liquidity Fund Advisers must complete Section 3 of Form PF and Large Private Equity Advisers must complete Section 4 of Form PF. Please note that a CPO that is required to file Form PF in respect of at least one of its pools that is a private fund may elect to file Form PF in respect of all of its pools, even the ones that are not private funds. However, Schedule A of Form CPO-PQR will still be required. Please note that Form PF may be uploaded as an XML file if desired. SEC/FINRA Form 13H - Large Trader Reporting Form 13F (Disclosure of Holdings) Large Traders, defined as any manager that exercises investment discretion in transactions for NMS securities effected through registered broker-dealers with an activity level of (i) 2mm shares or fair market value of $20mm per calendar day or (ii) 20mm shares or fair market value of $200mm per month must file Form 13H. Required filing for institutional investment managers with discretion over more than $100mm. The SEC publishes an official list of Section 13(f) Securities each quarter that require disclosure. The list generally includes publicly listed securities. Initial filing is due within 10 days after meeting the requisite activity level. Initial Form 13F must be filed 45 days after the end of a calendar year in which an institutional manager exceeds the $100mm threshold at the end of any given month during that year. Annual filing is required within 45 days after the end of each calendar year (except for inactive Large Traders). The upcoming annual amendment is due on February 14, Amendments are due promptly following the end of any calendar quarter in which information provided in Form 13H becomes inaccurate. Filing is due quarterly within 45 days after each calendar quarter end in a year following a year in which an institutional manager exceeds the $100mm threshold at the end of any given month during that year. EDGAR EDGAR After filing its first Form 13H, a Large Trader will receive and must distribute its unique identification number to its current and any new registered broker-dealers. Securities Exchange Act of 1934 Forms 3, 4 & 5 (Statement of Beneficial Ownership) Every director, officer or owner of more than 10% of a class of equity securities of a U.S. public company must file. Initial filing is on Form 3, and changes are reported on Form 4. Form 5 is only required to report certain transactions, if any, that are exempt from Form 4 disclosure. Form 3: within 10 days of becoming an officer, director, or 10% beneficial owner. Form 5: within 45 days after the end of the company s fiscal year. Form 4: generally within two business days of change in pecuniary interest. EDGAR Schedule 13D (Statement of Beneficial Ownership) Beneficial owners of more than 5% of a class of voting equity (including convertible or exercisable securities) of a U.S. public company (unless eligible to use Schedule 13G) must file Schedule D. Initial filing due within 10 days of the triggering acquisition. Amendments are due promptly. EDGAR Schedule 13G (Statement of Beneficial Ownership) Beneficial owners of more than 5% but less than 20% of a class of voting equity (including convertible or exercisable securities) of a U.S. public company holding without purpose or effect of influencing control over the company or as a participant in a transaction having that purpose of effect must file Schedule 13G. Schedule 13G may also be used by certain types of institutional holders (registered brokerdealers, registered investment advisers and registered investment companies) even if they exceed the 20% limitation. Initial filing due within 10 days of the triggering acquisition (or February 14 for certain institutional holders). Amendments are due by February 14 of each year, and promptly if ownership exceeds 10%. Once 10% ownership has been triggered, future amendments required promptly upon 5% change in percentage ownership (for certain institutional holders, 10% amendments and further 5% amendments required within 10 days of end of month in which triggering event occurs). EDGAR Annual Privacy Policy Advisers must provide clients with an annual privacy notice describing the adviser s policies Initial notice must be provided when the Annual notice must be provided Directly The privacy notice need only be sent to U.S. individual, non-entity clients, (Regulation S-P) regarding its disclosure of clients non-public personal information. customer relationship is established. at least once in any period of with client including U.S. individuals who invest in private funds. 12 consecutive months. Please note that certain states have additional requirements (e.g., CA, CT, MA 2 and NY have restrictions on sending SS numbers in un-encrypted s). 3

4 United States SEC/FINRA Continued Identity Theft Program Audited Financial Statements (Investment Advisers Act of 1940 Rule 206(4)-2) Certain entities regulated by the SEC, including investment advisers directly or indirectly holding transaction accounts that are permitted to direct payments or transfers from those accounts to third parties, are required to establish and implement a written identity theft program. The rules require that the written identity theft program be designed to detect, prevent and mitigate identity theft in connection with certain existing accounts or the opening of new accounts. SEC registered investment advisers to private funds that rely on the audit exemption to the custody rule must distribute audited financials to investors in private funds. Note also that these rules were jointly implemented with the CFTC. Please see Identity Theft Program under the CFTC section of the chart for more information. SEC registered investment advisers to private funds that rely on the audit exemption to the custody rule must distribute to investors in private funds within 120 days of fiscal year-end and distribute to investors in fund-of-funds within 180 days of fiscal year-end. Distribution requirement is annual. Directly with client SEC financial statements must be prepared in accordance with U.S. GAAP by an independent public accountant registered with the PCAOB. United States FINRA Rules 5130 / 5131 (New Issue Eligibility) Certain associated persons of broker-dealers and certain officers of operating companies are restricted from purchasing new issue equity securities. As a result, advisers to private funds that may invest in new issue equity securities must obtain representations from their investors regarding their status as restricted persons. Initial representations (which may not be obtained by negative consent) must be obtained from investors no more than 12 months before initial purchase. Subsequent annual representations (which may be obtained by negative consent) must be obtained every 12 months. Form CPO-PQR All registered CPOs must file at least Schedule A, regardless if (i) relying on the Rule 4.7 exemption or (ii) filing Form PF with the SEC. Schedules B and C (required only of Large and Mid-Sized CPOs) may or may not be required, depending on whether the CPO files Form PF in respect of all of its pools (note that a CPO that is required to file Form PF in respect of at least one of its pools that is a private fund may elect to file Form PF in respect of all of its pools, even the ones that are not private funds). Large CPO means a CPO with at least $1.5bn in aggregated pool AUM. Large Pool means a pool that has a NAV (individually, or in combination with any parallel pool structure) of at least $500mm. Mid-Sized CPO means a CPO with at least $150mm in aggregated pool AUM. A filing must be made for each reporting period (discussed at right) during which a manager meets the relevant reporting threshold (i.e., is a registered CPO, Mid-Sized CPO or a Large CPO). Schedule A All CPOs other than Large CPOs (which must file within 60 days of the close of each calendar quarter, including year-end) must file annually, within 90 days of the close of each calendar year. Schedule B Mid-Sized CPOs must file annually within 90 days of the close of each calendar year (unless also filing Form PF in respect of all pools that it operates). Note that Large CPOs must file within 60 days of the close of each calendar quarter, including year-end. Schedule C Quarterly filings only. Schedule A Large CPOs must file quarterly within 60 days of the close of each calendar quarter (including yearend); all other CPOs file only within 90 days of the close of each calendar year. Schedule B Large CPOs must file quarterly within 60 days of the close of each calendar quarter (including yearend); Mid-Sized CPOs file only within 90 days of the close of each calendar year. Schedule C Large CPOs of Large Pools must file quarterly within 60 days of the close of each calendar quarter (including year-end). NFA s Easy File System Please note that Form CPO-PQR is separate and distinct from Form PQR. Form PQR All registered CPOs, except Large CPOs (that do not file Form PF with the SEC), must file Form PQR, regardless if (i) relying on the Rule 4.7 exemption or (ii) also filing CFTC Form CPO-PQR or SEC Form PF. Large CPO means a CPO with at least $1.5bn in aggregated pool AUM. Form PQR must be filed with the NFA within 60 days after the end of the calendar quarters ending in March, June and September Note that for CPOs that file Form PF with the SEC, a Schedule of Investments must be filed with the NFA within 60 or 90 days after the end of the calendar year. For CPOs that file Form PF with the SEC, a Schedule of Investments must be filed within 60 or 90 days after the end of the calendar year. Form PQR must be filed with the NFA within 60 days after the end of the calendar quarters ending in March, June and September. NFA s Easy File System Please note that Form PQR is separate and distinct from Form CPO-PQR. CFTC/NFA NFA Form PR Rule 4.13(a)(3) Exemption Notice All registered CTAs must file NFA Form PR, regardless of whether they (i) are relying on the Rule 4.7 exemption, (ii) are making other filings with the SEC, CFTC or NFA or (iii) are not currently active. CPOs of pools that may trade commodity interests (including swaps) but that do not exceed the direct trading limits set forth in CFTC Rule 4.13(a)(3) or the indirect trading limits set forth in Appendix A thereto may claim the Rule 4.13(a)(3) exemption. NFA Form PR must be filed with the NFA within 45 days after the end of each calendar quarter. Initial notice of exemption must be filed with the NFA no later than the date the CPO delivers subscription agreements to prospective pool participants. Annual re-affirmation of exemption required to be filed with the NFA within 60 days of each calendar year-end. NFA Form PR must be filed with the NFA within 45 days after the end of each calendar quarter. NFA s Easy File System NFA s Easy File System Please note that filing NFA Form PR satisfies the requirement to file CFTC Form CTA-PR. Please note that a prescribed legend must be included on the cover of offering document or immediately above the signature line in subscription documents. Rule 4.7 Exemption Notice A CPO of a pool that only admits investors, or a CTA that only advises clients, who are QEPs under CFTC Rule 4.7 may file a Rule 4.7 Exemption Notice with the NFA. CPOs must claim the exemption prior to offer of any participation in a pool (or in limited circumstances, before the pool enters into a commodity interest transaction). CTAs must claim the exemption prior to the CTA entering into an agreement to direct the account of a QEP. NFA s Easy File System Please note that a prescribed legend must be included on the cover of offering document or immediately above the signature line in subscription documents. Form 7-R & Form 8-R (CPO / CTA Registration) CPOs and CTAs required to register with the NFA must file Form 7-R and their principals must file Form 8-R. A CPO of a private fund is generally required to register if the private fund may trade commodity interests (including swaps) in excess of the Rule 4.13(a)(3) trading limits. A CTA is generally required to register if it provides investment advice in respect of commodity interests (including swaps); provided that the CTA generally need not register if has fewer than 15 clients (no look through to pool participants) and it does not hold itself out generally to the public as a CTA, or if it only serves as a CTA of pools in respect of which it also serves as a CPO, regardless if it is registered as a CPO in respect of those pools. Initial filing is due at the time filing threshold is reached. An annual registration update is required within 30 days of each anniversary date of initial filing. NFA s Easy File System Note that the CFTC has issued many specific no-action letters. Consider consulting with counsel if you believe such relief might be applicable. Quarterly NAV Statements Registered CPOs must distribute quarterly NAV statements, regardless if relying the Must be distributed to pool participants Must be distributed to pool NFA s Easy Oath and affirmation of accuracy and completeness is required. Note that Rule 4.7 exemption. quarterly within 30 days of the end of each participants quarterly within File System quarterly NAV statements do not need to be audited. 4 fiscal quarter. 30 days of the end of each quarter. 5

5 United States Identity Theft Program Audited Financial Statements (CFTC Regulation 4.22) Certain entities regulated by the CFTC, including CPOs and CTAs that directly or indirectly hold a transaction account belonging to a consumer, are required to establish and implement a written identity theft program. The rules require that the written identity theft program be designed to detect, prevent and mitigate identity theft in connection with certain existing accounts or the opening of new accounts. CPOs must distribute audited financials to participants in pools. Note also that these rules were jointly implemented with the SEC. Please see Identity Theft Program under the SEC section of the chart for more information. CPOs must distribute to participants in ordinary pools within 90 days of fiscal year-end (can extend to 120 days only by filing for a hardship exemption with the NFA every year) and distribute to participants in pools that are funds-of-funds within 90 days of fiscal year-end (can extend to 180 days by making a one-time filing with the NFA). Distribution requirement is annual. Directly with client If registered CPO, audited financial statements must include oath and affirmation of accuracy and completeness. Note that SEC registered investment advisers who are also CPOs may wish to seek the extensions described at right so that they may take advantage of the longer deadline applicable to registered investment advisers for the delivery. United States CFTC/NFA Continued Major Swap Participant Registration A fund whose swap activities are substantial relative to the size of the overall swap market should consider consulting counsel to determine whether registration with the CFTC or SEC as a major swap participant is required. CICI Number Every fund that uses swaps will need to, as a practical matter, obtain a CFTC Interim Compliant Indentifier number (or CICI ) in connection with its swaps activities. A CICI can be obtained for $200 from Swap counterparties will generally require a CICI prior to doing business with a fund. CICI Utility Dodd-Frank ISDA Protocol A fund that uses swaps will need to, as a practical matter, sign and submit an adherence letter to ISDA, agreeing to abide by certain requirements for swaps documentation and other compliance matters (the Dodd-Frank Protocol ). Although there is no explicit regulatory requirement to do so, at present no swaps dealer will transact with a fund who has not signed on to the Dodd-Frank Protocol. Swap counterparties will generally require proof of compliance prior to doing business with a fund. ISDA TIC Form SLT (U.S. Ownership of Foreign Securities) U.S. persons with an aggregate of at least $1bn of cross-border indirect investments (the U.S. person s investments in foreign persons plus foreign persons investments in the U.S. person) must file Form SLT. However, investments that are Direct Investments (one entity owning more than 10% of the voting securities of another) and securities held by U.S. custodians (who have their own filing requirements) are not included in the calculation. Monthly by the 23rd day after the last business day of the month in which the exemption level is reached. Once a report is filed in respect of a month in which the exemption level is reached, the reporting entity also must submit a report for each remaining month in that calendar year, regardless if the exemption level is reached in any remaining month in that calendar year. Monthly by the 23rd day after the last business day of any month in which the exemption level is reached. Federal Reserve System s IESUB Please note that this filing applies to master-feeder funds. A U.S. manager files one consolidated report for all U.S.-resident parts of its organization and all U.S.-resident entities that it advises. Treasury TIC Form S (U.S. Ownership of Foreign Securities) U.S. persons with (a) an aggregate of $50mm in (i) purchases of U.S. securities from non-u.s. persons and (ii) redemptions of its own securities from non-u.s. persons or (b) an aggregate of $50mm in (i) sales of U.S. securities to non-u.s. persons and (ii) issuances of its own securities to non-u.s. persons, in each case during a single month must file Form S. Transactions that are Direct Investments and transactions in which another U.S.-resident entity acts as an intermediary (e.g., broker-dealer, underwriter or, in certain cases, custodian) are not included in the calculation. Monthly by the 15th day after the last business day of the month in which the exemption level is reached. Once a report is filed in respect of a month in which the exemption level is reached, the reporting entity also must submit a report for each remaining month in that calendar year, regardless if the exemption level is reached in any remaining month in that calendar year. Monthly by the 15th day after the last business day of the month. Federal Reserve System s IESUB Please note that this filing applies to master-feeder funds. A U.S. manager files one consolidated report of the transactions of all U.S.-resident parts of its own organization and of all U.S.-resident entities that it advises. TIC Form SHL/SHLA Any U.S. person that has been contacted by the Federal Reserve Bank of NY must file these Form SHL is due the last business day of Form SHL is filed every 5 years. Federal Reserve The securities of U.S. hedge funds that are owned by foreign persons are (Foreign Ownership forms. In addition, (i) U.S.-resident custodians, including brokers and dealers, and U.S.-resident August of each fifth year in respect of the last Form SHLA, the annual counterpart System s IESUB (and must be) reported on Form SHL/SHLA. This also applies to foreign of U.S. Securities) central securities depositories, who safekeep over $100mm of U.S. securities for foreign business day of June. The last filing was August to Form SHL, is required to be filed only feeder funds of U.S. master funds. persons (in the aggregate), and (ii) U.S.-resident issuers, $100mm of whose securities are 2009, so the next filing will be due August if contacted by the Federal Reserve Please note that short-term debt securities must be reported on directly owned by foreign persons (in the aggregate) as of the last business day of June of each If contacted by the Federal Reserve Bank of Bank of NY. Form SHL/SHLA. quinquennial survey year must file Form SHL (even if not contacted by the Federal Reserve NY, Form SHLA is due the last business day Bank of NY). Direct Investments are not included in the calculation. of August of each year in respect of the last business day of June. 6 7

6 United States TIC Form SHC/SHCA (U.S. Ownership of Foreign Securities) TIC Form BC/ TIC Form BL-1/ TIC Form BL-2 (U.S. Dollar Claims and Liabilities on Foreign Residents and Liabilities Custodied for Foreign Residents) Any U.S. person that has been contacted by the Federal Reserve Bank of NY must file these forms. In addition, even if not contacted, any U.S. person with holdings of foreign securities of over $100mm as of December 31 of any quinquennial survey year must file Form SHC. For purposes of calculating $100mm of foreign securities: (i) only gross long positions are included (short positions are not netted from long positions); (ii) foreign securities maintained with U.S. custodians are not included, unless at least $100mm in foreign securities are maintained with a single U.S. custodian that is not also a U.S. central securities depository (such as the DTC or the NY Fed) and (iii) securities held by U.S. feeder funds in affiliated non-u.s. master funds are included, but Direct Investments are not included. Certain U.S. entities, including hedge funds, must file TIC Forms BC and/or BL-1 with the Federal Reserve Bank of New York with respect to certain of their U.S. dollar claims on foreign residents (TIC Form BC) or liabilities to foreign residents (TIC Form BL-1). TIC Form BC is required for hedge funds with reportable claims in excess of (i) $50mm in the aggregate and/or (ii) $25mm with respect to any individual country. TIC Form BL-1 is required for hedge funds with reportable liabilities in excess of (i) $50mm in the aggregate and/or (ii) $25mm with respect to any individual country. In addition, certain U.S. entities, including fund managers, must file TIC Form BL-2 with the Federal Reserve Bank of New York with respect to certain of U.S. dollar liabilities of U.S. residents held in custody for the account of foreign residents. For fund managers, this includes any relevant assets under management not held by a U.S. resident custodian. Such reporting is required for fund managers with reportable custodied liabilities in excess of (i) $50mm in the aggregate and/or (ii) $25mm with respect to any individual country. Form SHC is due the first Friday in March of each fifth year in respect of the prior year. Form SHC was last due in March 2012 in respect of fiscal year 2011, so the next filing will be due in March 2017 for fiscal year If contacted by the Federal Reserve Bank of NY, Form SHCA is due the first Friday in March of each year in respect of the prior year. Each form must be filed no later than the 15th calendar day following the last day of the month in which the relevant threshold is crossed. If such date is not a business day, the filing is due on the next following business day. The survey is filed every 5 years. Form SHCA, the annual counterpart to Form SHC, is required to be filed only if contacted by the Federal Reserve Bank of NY. Each form must be filed monthly no later than the 15th calendar day following the last day of the relevant month. If such date is not a business day, the filing is due on the next following business day. Federal Reserve System s IESUB Federal Reserve System s IESUB Please note that this filing applies to master-feeder funds. A U.S. manager files one consolidated report of the transactions of all U.S.-resident parts of its own organization and of all U.S.-resident entities that it advises. Please note that short-term debt securities must be reported on Form SHC/SHCA. Note that a fund manager should aggregate reportable positions across all U.S. resident funds that it manages, and report such aggregated positions on a single form. Note that the reports must be retained for 3 years from the date of submission. Note that items in respect of affiliates must also be reported on the forms. Note that certain assets are excluded from reporting, including long term securities (i.e., securities with no maturity or a maturity of 1 year or more). United States Treasury Continued TIC Form BQ-1/ TIC Form BQ-2 Part 1 (U.S. Dollar Claims on Foreign Residents Custodied for U.S. Residents and Foreign Currency Liabilities and Claims) TIC Form BQ-3 (Maturities of Selected Foreign Liabilities and Claims) Certain U.S. entities, including fund managers, must file TIC Form BQ-1 with the Federal Reserve Bank of New York with respect to certain of U.S. dollar claims on foreign residents held in custody for the account of U.S. residents. For fund managers, this includes any relevant assets under management not held by a U.S. resident custodian. Such reporting is required for fund managers with reportable custodied claims in excess of (i) $50mm in the aggregate and/or (ii) $25mm with respect to any individual country. In addition, certain U.S. entities, including hedge funds, must file TIC Form BQ-2 Part 1 with the Federal Reserve Bank of New York with respect to certain of their foreign currency liabilities to and claims on foreign residents. Such reporting is required for hedge funds with reportable liabilities in excess of (i) $50mm in the aggregate and/or (ii) $25mm with respect to any individual country. Certain U.S. entities, including hedge funds, must file this form with the Federal Reserve Bank of New York with respect to certain of the liabilities and claims reported on TIC Forms BC, BL-1 and BQ-2, listed by remaining maturity. Such reporting is required for hedge funds with: (i) liabilities or claims reported on certain portions of TIC Forms BL-1 and BQ-2 in excess of $4bn and/or (ii) liabilities or claims reported on certain portions of TIC Forms BC and BQ-2 in excess of $4bn. The form must be filed no later than the 20th calendar day following the last day of the calendar quarter in which the threshold is crossed. If such date is not a business day, the filing is due on the next following business day. The form must be filed no later than the 20th calendar day following the last day of the calendar quarter in which the threshold is crossed. If such date is not a business day, the filing is due on the next following business day. The form must be filed quarterly no later than the 20th calendar day following the last day of the relevant calendar quarter. If such date is not a business day, the filing is due on the next following business day. The form must be filed quarterly no later than the 20th calendar day following the last day of the relevant calendar quarter. If such date is not a business day, the filing is due on the next following business day. Federal Reserve System s IESUB Federal Reserve System s IESUB Note that a fund manager should aggregate reportable positions across all U.S. resident funds that it manages, and report such aggregated positions on a single form. Note that the reports must be retained for 3 years from the date of submission. Note that items in respect of affiliates must also be reported on the forms. Note that certain assets are excluded from reporting, including long term securities (i.e., securities with no maturity or a maturity of 1 year or more). Note that a fund manager should aggregate reportable positions across all U.S. resident funds that it manages, and report such aggregated positions on a single form. Note that the reports must be retained for 3 years from the date of submission. Note that items in respect of affiliates must also be reported on the form. TIC Form D (Derivatives Holdings) All U.S. entities that have derivative contracts must file this form with the Federal Reserve Bank of New York if: (i) the total notional value of worldwide holdings of derivatives (including contracts with U.S. and foreign residents, measured on a consolidated-worldwide accounting basis) for their own account exceeds $400bn, or (ii) the amount reported by such an entity for Grand Total Net Settlements (as defined in the form) exceeds $400mm (either a positive or negative value). The form must be filed within 50 days of the last business day of the calendar quarter in which the threshold is crossed. The form must be filed quarterly within 50 days of the last business day of each quarter for each of the remaining quarters in the same calendar year, and for each quarter of the following calendar year after the threshold is crossed. Federal Reserve System s IESUB Note that U.S. resident subsidiaries should be consolidated on the same basis as annual reports submitted to the SEC or on the same basis as described in GAAP. Note that the reports must be retained for 3 years from the date of submission. TFC-1 (Weekly Consolidated Foreign Currency Report) Certain foreign exchange market participants (including hedge fund managers and other entities located in the U.S.) must file this form with the relevant Federal Reserve Bank if they had more than $50bn equivalent in foreign exchange contracts on the last business day of any quarter during the previous year. Such contracts include the amounts of foreign exchange spot contracts bought and sold, foreign exchange forward contracts bought and sold, foreign exchange futures bought and sold, plus one half of the notional amount of foreign exchange options. The form must be filed weekly by 12:00 p.m. on Friday following the Wednesday to which the form applies. The form must be filed weekly by 12:00 p.m. on Friday following the Wednesday to which the form applies. Federal Reserve System s IESUB Note that all contracts should be reported on a gross basis. Note that the report should exclude intra-office trades between desks or departments within the same reporter and any off-market transactions between unconsolidated offices. Note also that if Wednesday is not a business day, the report should be filed as of the preceding business day. If Friday is not a business day, the report should be submitted by noon the next business day. TFC-2 Certain foreign exchange market participants (including hedge fund managers and other The form must be filed monthly within 10 The form must be filed monthly within Federal Reserve Note that all contracts should be reported on a gross basis. (Monthly Consolidated entities located in the U.S.) must file this form with the relevant Federal Reserve Bank if they business days of the last business day of 10 business days of the last business System s IESUB Note that the report should exclude intra-office trades between desks Foreign Currency Report) had more than $50bn equivalent in foreign exchange contracts on the last business day of each month in which the threshold is crossed day of each month (and completed as or departments within the same reporter and any off-market transactions any quarter during the previous year. (and completed as of the last business day of the last business day of the month). between unconsolidated offices. Such contracts include the amounts of foreign exchange spot contracts bought and sold, of the month). foreign exchange forward contracts bought and sold, foreign exchange futures bought and 8 sold, plus one half of the notional amount of foreign exchange options. 9

7 United States Treasury Continued TFC-3 (Quarterly Consolidated Foreign Currency Report) Forms BE-10/11/577 Certain foreign exchange market participants (including hedge fund managers and other entities located in the U.S.) must file this form with the relevant Federal Reserve Bank if they had more than $5bn equivalent in foreign exchange contracts on the last business day of any quarter during the previous year. Such contracts include the amounts of foreign exchange spot contracts bought and sold, foreign exchange forward contracts bought and sold, foreign exchange futures bought and sold, plus one half of the notional amount of foreign exchange options. The BE-10 and related forms are intended to collect current economic data on operations of U.S. parent companies and their foreign affiliates at the end of the U.S. person s fiscal year. Questions asked include direct ownership percentage; industry classification; sales and gross operating revenues; number of employee and compensation packages and information from financial statements. Form BE-10 is required to be filed by any U.S. entity that owns more than 10% of the voting securities of a non-u.s. entity. More onerous reporting is required if the U.S. entity owns more than 50% of the voting securities of a non-u.s. entity and/or the domestic entity or the foreign entity has total assets (or revenue or profits) exceeding certain breakpoints: $25mm/$80mm/$300mm. Forms BE-11 and BE-577 need only be filed by persons contacted by the BEA. The form must be filed quarterly within 45 days of the last business day of each quarter in which the threshold is crossed (and completed as of the last business day of each quarter). Quarterly BE-577 within 30 days after quarter-end, if contacted by the BEA. Annual BE-11 May 31 of a year in respect of the prior year, if contacted by the BEA. If an extension is necessary, it is fairly easy to obtain a one-month extension, and longer extensions are also available if hardship can be demonstrated. Benchmark BE-10 May 31 of each fifth year in respect of the prior year (even if not contacted by the BEA); the benchmark survey was last due in 2010 in respect of fiscal year 2009, so the next benchmark survey will be due in May 31, 2015 for fiscal year Annual BE-11 May 31 of a year in respect of the prior year, if contacted by the BEA. If an extension is necessary, it is fairly easy to obtain a one-month extension, and longer extensions are also available if hardship can be demonstrated. Benchmark BE-10 May 31 of each fifth year in respect of the prior year (even if not contacted by the BEA); the benchmark survey was last due in mid-2010 in respect of fiscal year 2009, so the next benchmark survey will be due in mid-2015 for fiscal year The form must be filed quarterly within 45 days of the last business day of each quarter (and completed as of the last business day of each quarter). Quarterly BE-577 within 30 days after quarter-end, if contacted by the BEA. Federal Reserve System s IESUB BEA Note that all contracts should be reported on a gross basis. Note that the report should exclude intra-office trades between desks or departments within the same reporter and any off-market transactions between unconsolidated offices. Note that until 2013, Forms BE-11 and 577 were required filings regardless if first contacted by the BEA; these forms now need only be filed if first contacted by the BEA. United States BEA Forms BE-12/15/605 A foreign entity that owns more than 10% of the voting securities of a domestic entity, if the domestic entity has total assets (NB: this is not NAV it is total assets) of (i) more than $40mm must make the annual filing; (ii) more than $60mm must make the quarterly filing or (iii) any amount for the benchmark survey. More onerous reporting is required if the foreign entity owns more than 50% of the voting securities of a domestic entity and/or the domestic entity is worth more than a number of breakpoints: $20/$40/$60/$120/$275/$300mm. A foreign entity that owns more than 10% of the voting securities of a domestic entity, if the domestic entity has total assets (NB: this is not NAV - it is total assets) of (i) more than $40mm must make the annual filing; (ii) more than $60mm must make the quarterly filing or (iii) any amount for the benchmark survey. More onerous reporting is required if the foreign entity owns more than 50% of the voting securities of a domestic entity and/or the domestic entity is worth more than a number of breakpoints: $20/$40/$60/$120/$275/$300mm. Annual BE-15 May 31 of each year in respect of the prior year. Benchmark BE-12 May 31 of each fifth year in respect of the prior year; the next benchmark survey will be due in mid-2018 for fiscal year Quarterly BE-605 within 30 days after quarter-end. BEA Form TD F (FBAR) The form requires any U.S. citizen, resident or entity to report a financial interest in or signature authority over a foreign financial account that had an aggregate value that exceeded $10,000 at any time during a calendar year. Due June 30 of each year in respect of the prior year. The form is filed annually. IRS The FBAR must be received by the Department of the Treasury on or before June 30; the deadline may not be extended. IRS FATCA Regulations whereby offshore funds would need to agree to provide certain information regarding their U.S. (direct and indirect) beneficial owners to the IRS (or provide such information to a local regulator who would transmit the information to the IRS, depending on the fund s location) and obtain a registration number or face punitive withholding taxes beginning in July In order to be guaranteed inclusion on the initial list of FATCA compliant entities (and thus mitigate risk of FATCA taxes or a business interruption), an offshore fund must apply for a FATCA registration number by April 25, Note that offshore funds should generally begin amending their subscription and disclosure documents to ensure that they can comply with FATCA as soon as possible. Form 8938 Holder of foreign financial assets over $50,000 must file the form. Due each year with federal income tax return. The form is filed annually. IRS FTC Hart-Scott-Rodino Participants must file in acquisition transactions where the value of the voting securities owned after the transaction exceeds $70.9mm of an issuer s voting securities and, if the transaction is valued at less than $283.6mm, one party to the transaction has annual net sales or total assets of at least $14.2mm, and the other party has annual net sales or total assets of at least $136.4mm. No filing necessary if the purchaser is acquiring less than 10% of an issuer s outstanding voting securities solely for investment purposes. Notification and Report Form must be filed 30 days before filing threshold is reached. FTC 10 See inside back cover for disclaimer. 11

8 United States Form 5500 Schedule C Form 5500 for Direct Filing Entity Any service provider to an ERISA plan that received $5,000 or more in direct and indirect compensation with respect to services provided to the plan during the plan year. Filed by electing entity whose assets are deemed to include plan assets under the ERISA Plan Asset Regulation. Plan administrator of ERISA plan must file Form days after close of plan s fiscal year. Plan administrator of ERISA plan must file Form days after close of plan s fiscal year. 210 days after close of entity s fiscal year. 210 days after close of entity s fiscal year. With Relevant ERISA Plan Administrator DOL s EFAST2 Note that Schedule C is to include names of service providers who fail or refuse to provide information to plan administrator. DOL United States ERISA 408(b)(2) Compensation Disclosure Disclosure is required of: (i) persons providing fiduciary or registered investment adviser services to an ERISA retirement plan; (ii) persons providing fiduciary services to an entity whose assets are deemed to include plan assets under the ERISA Plan Asset Regulation; (iii) persons providing recordkeeping or brokerage services to an ERISA retirement plan who also provide investment options to the plan and (iv) persons receiving indirect compensation in connection with performing certain services to an ERISA retirement plan. In each case, the person must reasonably expect to receive $1,000 of compensation in connection with services to the plan to trigger disclosure obligation. Reasonably in advance of date a contract for covered services with an ERISA retirement plan is entered into, extended or renewed. Not later than 30 days after an investment entity is deemed to include plan assets under the ERISA Plan Asset Regulation. With Relevant Responsible Plan Fiduciary MSRB Municipal Adviser Registration Hedge fund managers who do business with U.S. municipalities may be required to register with the Municipal Securities Rulemaking Board ( MSRB ) and the SEC as municipal advisors. This requirement does not apply to federally registered investment advisers with respect to the provision of investment advice to U.S. municipalities. Hedge fund managers who are not federally registered investment advisers should consult counsel before accepting municipal investors or otherwise doing business with U.S. municipalities. Prior to engaging in covered activity. An annual registration fee of $500 is due to the MSRB annually by October 31 of each year. MSRB/SEC Please note that the foregoing requirements are currently in flux. Hedge fund managers should consult counsel before accepting municipal investors or otherwise doing business with U.S. municipalities. Fund State Blue Sky Notice Filings Some states require a notice filing if a Form D is filed with the SEC. Filing requirements vary by state. Initial filing generally required at the time of the initial offering to an investor in a state, although New York requires the filing (Form 99) 15 days before the first offering from New York or to an investor in New York. Updated filings are generally not required, although New York requires filings to be updated every four years. Varies by state. With Applicable State Regulator Please note that particularized review is required to determine whether a filing must be filed whenever a security is sold from within a state or to a resident of a state. Not all states require these notices, and many that do have exemptions for limited offerings based on, among other things, the number of investors in the state, the dollar value of securities sold in the state and the sophistication of investors being solicited. Filings generally consist of a filing fee, a copy of the fund s SEC Form D and, in some cases, a consent to service of process on Form U-2. States may impose substantial penalties for late filings. State Investment Adviser State Blue Sky Notice Filings Advisers may be required to make a state notice filing in any state that an adviser has a specified number of clients. Note that the definition of client varies by state and may exempt private funds and sophisticated investors. Varies by state. Varies by state. Varies by state. With Applicable State Regulator Notice filings may be made on Form ADV by checking the relevant box in Part 1A and depositing the appropriate state fee(s) into the adviser s IARD account. As registration requirements differ by state, each adviser should check the requirements for any relevant state in which it operates or has clients. State Lobbying Filings Advisers may be required to comply with applicable state lobbying and/or procurement laws and regulations in the event that they solicit investments from state or local pension plans (or any other governmental entity or employee) directly or indirectly. These laws and regulations vary widely by state, but may obligate an adviser and/or its employees to (i) register as a lobbyist within that state or applicable municipality and/or (ii) file periodic lobbying expenditure and activity reports. Varies by state. Varies by state. Varies by state. Varies by state. It is important for advisers to make a determination regarding the applicability of state lobbying laws and regulations prior to the commencement of marketing activities directed towards governmental entities; some state lobbying regimes require registration prior to the commencement of lobbying activity or have very short grace periods

9 Denmark (Trading Jurisdiction Only) Disclosure for Financial Institution Ownership Reporting A fund is required to report to a Danish issuer listed in Denmark and/or a non-eu issuer (whose home country is Denmark) listed within the an Economic Area, and to the Danish Financial Supervisory Authority ( DFSA ) the total number of shares it holds in such issuer each time the fund reaches, exceeds or falls below certain ownership thresholds. The reporting thresholds are ownership percentages representing 5%, 10%, 15%, 20%, 25%, 33.33%, 50%, 66.67% and 90% of the capital or voting rights of the issuer. A U.S. manager with discretion to control the voting rights of shares held by the fund must also report to the issuer and the DFSA if the reporting thresholds have been triggered. A fund planning to acquire shares of the capital or voting rights of a Danish licensed financial undertaking (i.e., bank, insurance company, investment advisor or securities firm) or a financial holding company must apply for approval by the DFSA prior to the acquisition. Approval is required prior to meeting or exceeding thresholds of ownership percentages representing 10%, 20%, 33% or 50% of the capital or voting rights of the issuer, or any percentage permitting the exercise of significant influence over management. The DFSA must also be notified when holdings fall below such thresholds. A U.S. manager with discretion to control the voting rights in a Danish licensed financial entity must also apply for approval. By the close of business on the trading day the threshold is crossed. An application should be made prior to completing the acquisition. DFSA and the issuing company Note that the threshold percentage of voting rights relates to the right to exercise control over voting rights either directly or through certain holding agreements (e.g., shareholders agreements) or certain financial instruments that give the holder the right to exercise, acquire or dispose of previouslyissued voting shares. Note that similar requirements apply to shares in unlisted companies, although filing is only required with the issuing company. Such filing must be made within two weeks of triggering ownership thresholds. Note that these filing requirements also apply to some Danish issuers listed outside Denmark and some non-danish issuers listed inside Denmark. A U.S. manager will need to aggregate voting rights across all funds that it manages. Note also that holdings of voting rights of a Danish listed company that exceed 50% and other circumstances indicating control may trigger a regulatory obligation to launch a takeover bid. Note that certain ownership restrictions apply to airlines established in the EU. DFSA A U.S. manager with discretion to control the voting rights in a Danish licensed financial entity will need to aggregate the voting rights across all funds that it manages. Short Position Reporting See EU Short Position Reporting below for the reporting requirements and filing deadlines. The relevant national regulator is the DFSA. DFSA EU Short Position Reporting Net Short Equity Positions Net Short Sovereign Debt Positions The EU Short Selling Regulation notification requirements for net short equity positions apply to (i) the 27 an Union member states (Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom) and (ii) Iceland and Liechtenstein. An investor holding a net short position of the issued share capital of an issuer in one of the above listed countries at midnight on any trading day is required to file a notification with the relevant national regulator each time the investor meets, exceeds or falls below certain ownership thresholds. A private notification is required to be filed with the relevant national regulator at the reporting threshold of 0.2% and every increment of 0.1% thereafter up to 0.5% of issued share capital. A public notification is required to be filed with the relevant national regulator at the reporting threshold of 0.5% and every increment of 0.1% thereafter of issued share capital. For the relevant national regulator, see the individual country entries below. The EU Short Selling Regulation for sovereign debt positions applies to the countries listed above (i.e., the 27 EU member states, Iceland and Lichtenstein). When an investor holds a net short position in the sovereign debt of an EU sovereign issuer (including credit default swap positions) at midnight on any trading day, a private notification to the relevant national regulator is required if the position reaches either of the following duration-adjusted thresholds: (a) 0.1% where the total amount of outstanding issued sovereign debt is EUR 500bn or less, and (b) 0.5% where (i) the total amount of outstanding issued sovereign debt is more than EUR 500bn or (ii) there is a liquid futures market for the particular sovereign debt. For the relevant national regulator, see the individual country entries below. By 3:30 p.m. local time on the following trading day. By 3:30 p.m. local time on the following trading day. Relevant National Regulator (see relevant country below) Relevant National Regulator (see relevant country below) Note that where an investor s position falls below 0.5% and remains between 0.2% and 0.49%, both a private notification and a public notification are required with respect to the crossing of that threshold. Investors holding net short positions that trigger any of the thresholds described previously must maintain records of the gross positions underlying the triggering net short positions for 5 years. Note that the EU Short Selling Regulation notification requirements apply whether or not the person establishing the position is a an Economic Area ( EEA ) person. Such requirements apply even if the relevant trading activity: (a) does not take place on (i) an EEA regulated market or (ii) Multilateral Trading Facility ( MTF ) and (b) takes place entirely outside of the EEA. A list of shares admitted to trading on EEA regulated markets and MTFs, which are regulated by the EU Short Selling Regulation notification requirements (and the relevant national regulator for such shares) is available at language=0&pagename=mifidliquidsearch Note that the an Securities and Markets Authority ( ESMA ) has published a table setting out the names of relevant sovereign issuers, the amount of outstanding debt duration adjusted, the initial threshold amount in Euros and the relevant percentage and the incremental threshold amount in Euros and the relevant percentage. The table is available through the ESMA website at Investors holding net short positions that trigger any of the thresholds described previously must maintain records of the gross positions underlying the triggering net short positions for 5 years. Further private notifications are required when the relevant position increases by 50% or more of the initial thresholds

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