TaxTMI 
TaxTMI 
Guidelines for Large Value Fund for Accredited Investors under SEBI (Alternative Investment Funds) Regulations, 2012 and Requirement of Compliance Officer for Managers of all AIFs
X X X X Extracts X X X X
X X X X Extracts X X X X
....n launch their scheme under intimation to SEBI. 3. While filing the placement memorandum for LVF schemes with SEBI, a duly signed and stamped undertaking by CEO of the Manager to the AIF (or person holding equivalent role or position depending on the legal structure of Manager) and Compliance Officer of Manager to the AIF shall be submitted in the format as mentioned at Annexure A. 4. In case of LVF schemes already filed with SEBI, similar duly signed and stamped undertaking by CEO of the Manager to the AIF (or person holding equivalent role or position depending on the legal structure of Manager) and Compliance Officer of Manager to the AIF shall be submitted to SEBI on or before July 31, 2022. Extension of tenure beyond two years 5. Regulation 13(4) of AIF Regulations permits close ended AIFs to extend its tenure up to two years with the approval of two-third of its unit holders by value of their investment in the said AIF, while the proviso to Regulation 13 (4) of AIF Regulations permits LVF to extend its tenure beyond two years, subject to terms of the contribution agreement, other fund documents and such conditions as may be specified by the Board from time to time. In thi....
X X X X Extracts X X X X
X X X X Extracts X X X X
...., including the veracity and adequacy of disclosure made therein. 2. The AIF, its sponsor and manager are fit and proper persons based on the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008. None of the intermediaries named in the placement memorandum have been debarred from functioning by any regulatory authority. 3. All the material disclosures in respect of the fund raising, investment by the scheme and management thereof have been made in the placement memorandum and are based on latest available information. 4. We have satisfied ourselves that the proposed activities of the scheme are bonafide, fall within the objectives of the fund as specified in the Articles of Association or Trust Deed or Partnership Deed of the AIF and are to meet the stated investment objective. 5. The disclosures made in the placement memorandum are true fair and necessary to enable the investors to make an informed decision with respect to the investment in the proposed scheme and such disclosures are in accordance with the requirements of SEBI (Alternative Investment Funds) Regulations, 2012, circulars, guidelines issued thereu....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... deed is filed with Registrar 4(e) Whether Body Corporate is set up or established under the laws of the Central or State Legislature and is permitted to carry activities on AIF 4(f) AIF, Sponsor, Manager (Fit & Proper person) 4(g) (i) Key Investment team of Manager of AIF - adequate experience (ii) Professional qualification 4(h) Necessary Infrastructure & Manpower 4(i) - Investment objective - Targeted investors - Proposed corpus - Investment style or strategy - Tenure of the fund or scheme 4(j) Refusal of registration by the Board, if any 7 Conditions of Certificate 8(3) Implication when registration is refused 2 Chapter III - Investment Conditions And Restrictions 9(1) Investment Strategy 9(2) Any material alteration to fund strategy 10 Investment in Alternative Investment Fund 10(a) Raise funds by way of issue of units 10(b) Minimum corpus 10(c) Minimum investment Minimum investment of 1 crore to not apply to an accredited investor 10(d) Continuing Interest 10(e) Disclosure of investment made by Manager or Sponsor 10(f) Maximum Investors 10(g) To solicit or collect funds only by way of Private placement 11 Placement Memorandum 11(....
X X X X Extracts X X X X
X X X X Extracts X X X X
....f entities listed on institutional trading platform 16 Conditions for Category I Alternative Investment Funds 16(1)(a) Investment by Category I AIF 16(1)(c) Not borrow funds & shall not engage in leverage except for meeting temporary requirements 16(2)(a) Venture Capital Fund to invest at least 75% of the investable funds in un-listed equity shares or equity linked instruments of VCU or in companies listed or proposed to be listed on SME exchange 16(2)(c) Venture Capital Fund to enter an Agreement with Merchant Banker for purpose of market making 16(2)(d) Exemption to Venture Capital funds from certain provisions of SEBI (PIT) Regulations,2015 16(3)(a) SME Fund investment - for at least 75% of investible funds 16(3)(b) SME Fund to enter an Agreement with Merchant Banker for purpose of market making 16(3)(c) Exemption to SME Fund from certain provisions of SEBI (PIT) Regulations, 2015 16(4) (a) Social Venture Fund investment- 75% of investable funds in un-listed securities or partnership interest of social ventures 16(4) (b) May accept grants not less than Rs.25 lakhs -Minimum amount of grant to not apply to accredited investors: - no profits or gains to accr....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Situation Funds 19(J) Applicability 19(K) Registration of special situation funds 19(L) Investment in special situation funds. 19(M)(1) Special situation funds shall invest only in special situation assets and may act as a resolution applicant under the Insolvency and Bankruptcy Code, 2016 19(M)(2) Any investment by a special situation fund in the stressed loan acquired under clause 58 of the Master Direction - Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 as amended from time to time shall be subject to lock-in period as may be specified by the Board 5 Chapter IV - General Obligations And Responsibilities And Transparency 20 General Obligations 20(1) AIF, KMPs of AIF, Trustee, Trustee company, Directors of Trustee Company, Designated Partners or directors of AIF, manager and KMP of manager to abide by Code of Conduct 20(2) The Manager and either the trustee or trustee company or the Board of Directors or the designated partners of the Alternative Investment Fund to ensure compliances by AIF with code of conduct 20(3) AIFs to have detailed policies and procedure to ensure that all the decisions of the AIF are in compliance with the provisio....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... financial, risk management, operational, portfolio, and transactional information regarding fund investments to be disclosed periodically to the investors 22(b) any fees ascribed or charged 22(c) Any enquiry /legal action as and when occurred 22(d) Any material liability during the tenure of AIF 22(e) Any breach of provisions of Placement Memorandum or Agreement 22(f) Change in control of the Sponsor or Manager or Investee Company 22(g) To provide on annual basis (within 180 days from the year- end) report to investors including following information; A) Financial information of Investee Company B) different Material risk as prescribed in AIF Regulations & how they are managed 22(h) Category III AIF to provide quarterly report in respect of regulation 22(g) within 60 days of end of the quarter 22(i) Any significant change in key investment team to be intimated to investors 22(j) AIF to provide SEBI information for systemic risk purposes 23(1) AIF to provide valuation procedure and methodology to investors 23(2) Category I & II AIFs to undertake valuation of investment as prescribed in the Regulations 23(3) Category III AIFs to ensure calculation of NAV i....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Whether the sections 'Investment objective, strategy and process', 'Governance structure' and 'principal terms of the fund/scheme' contain all material information 11. Whether it is provided in the placement memorandum that terms of contribution/ subscription agreement shall be in line with the terms of the placement memorandum 12. Whether type of instruments proposed for temporary deployment of funds is in line with applicable provision of AIF Regulations Whether the scheme proposes to invest in such instruments as part of primary investment objective of the scheme also In case of Category III AIFs, whether the scheme proposes to invest in such instruments also to provide applicable margin to recognized stock exchanges If yes, provide the list of instruments proposed for temporary deployment of funds 13. Whether maximum duration for such temporary deployment of funds is disclosed If yes, mention the duration 14. Whether the scheme intends to invest in units of AIFs If yes, whether necessary disclosures have been made in line with SEBI circular dated June 25, 2021 15. Whether names of key management personnel are disclosed in the placement memorandum in line with SEB....