September 25, 2015
Filing Required to be Made by Certain U.S. Investment Funds and Advisers
Filing Requirement Affects Managers of Certain Hedge Funds, Private Equity Funds, Etc.
Certain U.S. financial service providers and intermediaries, including certain investment funds and advisers, will be required to file a Form BE-180, Benchmark Survey of Financial Services Transactions Between U.S. Financial Services Providers and Foreign Persons, with the U.S. Bureau of Economic Analysis (BEA) no later than November 1, 2015.
What is Form BE-180?
The BE-180 is a form used by the BEA to conduct a benchmark survey every five years. The survey collects information with respect to “financial services” transactions between U.S. “financial services providers” and foreign persons (including foreign affiliates, such as offshore funds). This year’s survey collects information with respect to 2014.
Who may have to report?
U.S. providers of “financial services,” which include but are not limited to financial advisory and management services such as managing and operating hedge funds, private equity funds, commodity pools and other investment vehicles and certain intermediaries. Therefore, all U.S. investment managers as well as all domestic hedge funds, private equity funds, commodity pools and other investment vehicles will be required to file Form BE-180 if their purchases from or sales to foreign persons of such services exceed the applicable reporting threshold.
What is the reporting threshold?
A BE-180 is required to be completed by all U.S. financial service providers and intermediaries whose aggregate purchases from or sales to foreign persons of financial services exceeded $3,000,000 for fiscal year 2014 either individually or on a consolidated basis for their organization. Because the $3,000,000 threshold applies separately to sales and purchases, the reporting requirement may apply with respect to sales, purchases or both.
Which payments may be reportable by the “typical” U.S. financial services provider or intermediary (such as a private investment fund)?
Captured purchases and sales include, among others:
Excluded payments include:
Examples of treatment of certain payments received by U.S. financial services providers:
|Domestic Fund||Offshore Fund||Domestic Investor||Offshore Fund Investor||Offshore Separate Account Investor|
|Receipt of management
|Not captured||Captured||Not captured||Not Captured||Captured|
|Receipt of incentive allocation/carry from:||Not captured||Captured||Not captured||Not Captured||Captured|
Examples of treatment of certain payments made by U.S. financial services providers:
|Domestic Fund||Offshore Fund||Domestic Adviser||Offshore Adviser|
|Payment of management
|Not captured||Captured||Not captured||Captured|
|Payment of incentive allocation/carry to:||Not captured||Captured||Not captured||Captured|
The initial deadline for filing the BE-180 was October 1, 2015, however this deadline has been automatically extended by the BEA until November 1, 2015. Additional extensions may be available under certain circumstances.
Form BE-180, instructions for the form and related information can be found on the BEA’s website, here: http://www.bea.gov/ssb/be180/.
If you have questions concerning Form BE-180 or other compliance matters, or would like more detailed information, please do not hesitate to contact any of the attorneys referenced below.
Erik A. Bergman
(203) 325-5026 or firstname.lastname@example.org
Matthew S. Eisenberg
(203) 325-5084 or email@example.com
Harold B. Finn III
(203) 325-5029 or firstname.lastname@example.org
Richard D. Kilbride
(203) 325-5075 or email@example.com
Reed W. Balmer
(203) 325-5011 or firstname.lastname@example.org
These materials may not be reproduced or disseminated in any form without the express permission of Finn Dixon & Herling LLP. These materials are intended to inform our clients and friends about developments in the law. They are not intended to constitute a legal opinion or advice or to address any client’s legal problems or specific situations. The format of these materials, and the complex nature of the subject matter, required the making of general statements that summarize an extremely complex body of law and that may be incomplete in some respects. Accordingly, the reader is cautioned against using any of this material in specific situations without obtaining the advice of competent counsel. In light of the foregoing, and the general nature of these materials, these materials should not be regarded, or relied upon, as legal advice.