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By: Catherine Anderson, Brian Prewitt, Foley Hoag LLP

Investment advisers, hedge and private fund managers and U.S.-resident entities should review whether they have any filing obligations under Treasury International Capital Benchmark Form SHL. Form SHL is a five-year benchmark filing requirement administered by the Federal Reserve Bank of New York applicable to all U.S.-resident issuers with foreign resident ownership (unless the total fair (market) value of the reportable U.S. securities owned by foreign residents is less than $100 million). The report, which is for data current through June 30, 2019, must be submitted by or before August 30, 2019. Failure to report may result in fines up to $25,000 as well as injunctive relief compelling compliance and criminal penalties.

Other relevant points to note on Form SHL:

• For those private funds that have a U.S.-resident custodian, then the investment adviser should coordinate with such custodian to ensure the filing of Form SHL has been made and there is no duplicate filing. U.S.-resident issuers (and investment advisers on their behalf) only must report interests held by foreign residents which are not held by U.S.-resident custodians or U.S.-resident central securities depositories.

• The determination of whether a fund's shares are a "U.S. security" is based on the country in which the fund is legally established (for example, a Delaware organized fund), not based on the residence of the issuers of t......................

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