AI OCR 
TaxTMI 
TaxTMI 
TaxTMI 
Master Circular for Alternative Investment Funds (AIFs)
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.... data access and terms of usage of data provided by data sources in Indian securities market', 'Digital mode of payment', 'Information regarding Grievance Redressal Mechanism' and 'Guidelines on Outsourcing of Activities by Intermediaries', etc. 4. With respect to any other directions or guidance issued by SEBI, as specifically applicable to AIFs, the same shall continue to remain in force in addition to the provisions of this Master Circular or any other law for the time being in force. 5. This Master Circular shall come into force from the date of its issuance. The circulars mentioned in Annexure 19 of this Master Circular shall stand rescinded with the issuance of the Master Circular. 6. Notwithstanding such rescission: a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or adjudication commenced or show cause notice issued prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b) any application made to ....
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....Chapter 12 - Framework for Accredited Investors....... .32 Chapter 13 - Obligations of manager, sponsor and trustee of AIFS ........... 34 Chapter 14 - Constitution of investment committee......... .36 Chapter 15-Reporting by AIFS...... .37 Chapter 16 - Performance Benchmarking of AIFs .......... ...39 .41 Chapter 17 – Investor Charter and Disclosure of complaints by AIFs …………………… Chapter 18 - Collection of stamp duty on issue, transfer and sale of units of AIFs .42 - Chapter 19 – Change in Sponsor and/or Manager or Change in control of Sponsor and/or Manager of AIF .43 Annexure 1. .45 Annexure 2. _ .46 Annexure 3.. .47 Annexure 4. .55 Annexure 5... Annexure 6.. Annexure 7. Annexure 8. _ Annexure 9.. .56 .57 ...60 .61 .68 Annexure 10.. .89 Annexure 11. .94 Page 3 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure 12.. Annexure 13.. Annexure 14.. Annexure 15.. _ Annexure 16.. Annexure 17. _....
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....e(s) for PPM² and disclosures in PPM³ 2.1.1. Private Placement Memorandum (‘PPM') is a primary document in which all the necessary information about the AIF is disclosed to prospective investors. To ensure that a minimum standard of disclosure is made available in the PPM, a template has been mandated for the PPM, providing certain minimum level of information in a simple and comparable format. AIFs are also permitted to provide additional information in their PPM. 2.1.2. Thus, the template for PPM shall have two parts viz. Part A - section for minimum disclosures, and Part B – supplementary section to allow full flexibility to the Fund in order to provide any additional information, which it deems fit. 2.1.3. The template for PPM of AIFs raising funds under Category I and Category Il is provided at Annexure 1. The template for PPM of AIFs raising funds under Category III is provided at Annexure 2. 2.1.4. Every AIF shall, in its PPM provide a detailed tabular example of how the fees and charges shall be applicable to the investor including the distribution waterfall. 2.1.5. Regulation 11(2) of the AIF Regulations requires that an AIF shall includ....
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....I through a SEBI registered Merchant Banker. In this context, the following is specified: 2.2.1. The Merchant Banker shall independently exercise due diligence of all the disclosures in the PPM, satisfy itself with respect to veracity and adequacy of the disclosures and provide a due diligence certificate. The format of due diligence certificate is given at Annexure 3. 2.2.2. While filing draft PPM at the time of registration or prior to launch of new scheme on the SEBI intermediary portal, the due diligence certificate provided by the Merchant Banker shall also be submitted, along with other necessary documents. 2.2.3. The details of the Merchant Banker shall be disclosed in the PPM. 2.2.4. The Merchant Banker appointed for filing of PPM shall not be an associate of the AIF, its sponsor, manager or trustee. 4 SEBI Circular No. SEBI/HO/IMD/IMD-I/DF6/P/CIR/2021/645 dated October 21, 2021 Page 8 of 113 2.3. 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Validity of PPM - Timeline for declaration....
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....ed above, the AIF shall file a fresh application for launch of the said scheme as per applicable provisions of AIF Regulations by paying requisite fee to SEBI. 2.4. Audit of terms of PPM6 2.4.1. In order to ensure compliance with the terms of PPM, it is mandatory for AIFs to carry out an annual audit of such compliance. The audit shall be carried out either by an internal or external auditor/legal professional. However, audit of sections of PPM relating to 'Risk Factors', ‘Legal, Regulatory and Tax Considerations' and 'Track Record of First Time Managers' shall be optional. 2.4.2. Audit of compliance with terms of PPM, shall be conducted at the end of each Financial Year and the findings of audit along with corrective steps, if any, shall be communicated to the Trustee or Board of Directors or Designated Partners of the AIF, Board of directors or Designated Partners of the Manager and SEBI, within 6 months from the end of the Financial Year. 2.4.3. The requirement of audit of compliance with terms of PPM shall not apply to AIFs which have not raised any funds from their investors. However, such AIFs shall submit a Certificate from a Chartered Accountant to ....
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.... process as mentioned hereunder shall be complied with. Such changes shall include, but not be limited to the following: (a) Change in sponsor/manager (not including an internal restructuring within the group), (b) Change in control of sponsor/manager, (c) Change in fee structure or hurdle rate which may result in higher fees being charged to the unit holders. The following process shall be followed by the AIF: (i) Existing unit holders who do not wish to continue post the change shall be provided an exit option. The unit holders shall be provided not less than one month for expressing their dissent. (ii) In case of open-ended schemes of the AIF, the exit option may be provided by either of the following: 7 SEBI circular No. CIR/IMD/DF/14/2014 dated June 19, 2014, SEBI Circular No. CIR/IMD/DF/16/2014 dated July 18, 2014 8 SEBI circular No. SEBI/HO/IMD/IMD-I/DOF6/CIR/2021/549 dated April 07, 2021 9 SEBI Circular No. SEBI/HO/IMD/IMD-I/DF6/P/CIR/2021/645 dated October 21, 2021 Page 11 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥....
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....ategory cannot change its category subsequent to registration, except with the approval of the Board." In this regard, it is specified as under: 3.2.1. Only AIFs who have not made any investments under the category in which they were registered earlier shall be allowed to make application for change in category. 3.2.2. Any AIF proposing to change its category shall make an application to SEBI for the same along with an application fees of 1 lakh rupees. The application shall include the updated Form A (Refer First Schedule to the AIF Regulations), other updated supporting documents, if any and rationale for the proposed change. Registration fees shall not apply for such applications. 3.2.3. If the AIF has received commitments/ raised funds prior to application for change in category, the AIF shall be required to send letters/emails to all its investors providing them the option to withdraw their commitments/ funds raised without any penalties/charges. Any fees collected from investors seeking to withdraw commitments/ funds shall be returned to them. Partial withdrawal may be allowed subject to compliance with the minimum investment amount required under the AIF Regu....
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....h counter measures apply; or (ii) a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to address the deficiencies. For the purpose of the aforesaid clause, "control" includes the right to appoint majority of the directors or to control the management or policy 12 SEBI circular No. CIR/IMD/DF/14/2014 dated June 19, 2014 and SEBI Circular No. CIR/IMD/DF/16/2014 dated July 18, 2014 13 SEBI circular No. SEBI/HO/AFD-1/POD/P/CIR/2022/171 dated December 09, 2022 Page 14 of 113 4.2. 4.3. 4.4. 4.5. 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of shareholding or management rights or shareholders agreements or voting agreements or in any other manner. In case an investor who has been on-boarded to scheme of an AIF, subsequently does not meet the conditions spec....
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....specified minimum limit as provided under the AIF Regulations. Page 16 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 5 - Operational and prudential norms for Category III AIFS 5.1. Calculation of investment concentration norm for Category III AIFs16 Regulation 15(1)(d) of AIF Regulations provides flexibility to Category III AIFS, including large value funds for accredited investors of Category III AIFs, to calculate investment concentration norm based either on investable funds or net asset value (‘NAV') of the scheme while investing in listed equity of an investee company, subject to the conditions specified by SEBI from time to time. In this regard, the following is specified: 5.1.1. All Category III AIFS shall disclose the basis for calculation of investment concentration norm in the PPM of their schemes. 5.1.2. The basis for calculating investment concentration norm shall not be changed during the term of the scheme. 5.1.3. Category III AIFs which choose to calculate i....
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....the securities/ contracts held by the fund. The total exposure at any point of time will be a sum of exposure through instruments in both the spot market and the derivative market. 5.2.6. Exposure shall be calculated as below: (i) * * Futures (long and short) = Futures Price Lot Size Number of Contracts (ii) Options bought = Option Premium Paid Contracts (iii) Options sold = Market price of underlying contracts * * Lot Size Number of * Lot size * Number of (iv) In case of any other derivative exposure, the exposure is proposed to be calculated as the notional market value of the contract. 5.2.7. Idle cash and cash equivalents shall not be included in the calculation of total exposure. Long put positions shall be considered as short exposure and short put positions shall be considered as long exposure. Short selling of a stock through Securities Lending and Borrowing Mechanism ('SLBM') shall be treated as short exposure. Temporary borrowing arrangements which relate to and are fully covered by capital commitments from investors need not be included in calculation of leverage. 5.2.8. Offsetting of positions shall be allowed for calculation of leverage for t....
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....BI circular No. CIR/IMD/DF/14/2014 dated June 19, 2014 Page 19 of 113 5.3. 5.4. 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ (ii) Securities and Exchange Board of India A confirmation of squaring off of the excess exposure shall be sent to SEBI by the custodian by end of the day on which the exposure was squared off. Risk Management and Compliance21 All Category III AIFs which employ leverage shall: 5.3.1. have a comprehensive risk management framework supported by an independent risk management function, appropriate to the size, complexity and risk profile of the fund. 5.3.2. have a strong and independent compliance function appropriate to the size, complexity and risk profile of the fund supported by sound and controlled operations and infrastructure, adequate resources and checks and balances in operations. 5.3.3. maintain appropriate records of the trades/transactions performed and such information should be available to SEBI, whenever sought. 5.3.4. provide full disclosure and transparency about conflicts of interest and ....
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....ble having regard to the best interest of investors. 5.4.9. The Manager of such AIFs shall keep SEBI and investors informed about the actions undertaken by the manager throughout the period of suspension. The decision to resume normal operations shall also be communicated to SEBI and the investors as soon as possible. 5.5. Breach in corpus of open ended scheme 23 For the purpose of Regulation 10(b) of AIF Regulations, in case the corpus of an open-ended scheme falls below twenty crore rupees: 5.5.1. The AIF shall intimate to SEBI within 2 days of receiving request for redemption from the client. 5.5.2. The AIF shall take necessary action to bring back the scheme size to twenty crore rupees within 3 months from the date of such breach. 5.5.3. In case the AIF fails to bring back the corpus within the specified period, it shall redeem entire units of all investors and wind up the scheme in terms of Regulation 29 of AIF Regulations. 5.5.4. In case of repeated violations by the AIF, SEBI may take action against the AIF, as may be appropriate. 23 SEBI circular No. CIR/IMD/DF/14/2014 dated June 19, 2014 Page 21 of 113 6.1. 6.2. 6.3. 6.4. 5-31 à¤à¤¾à¤°à¤....
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.... RBI and SEBI from time to time. In this regard, the following is specified: 7.1. Investment conditions 7.1.1. AIFs may invest in equity and equity linked instruments only of off-shore venture capital undertakings, subject to overall limit of USD 1500 million (combined limit for AIFs and Venture Capital Funds registered under the erstwhile Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996). 7.1.2. For the purpose of such investment, it is clarified that “Offshore Venture Capital Undertakings" means a foreign company whose shares are not listed on any of the recognized stock exchange in India or abroad. 7.1.3. Such investments shall not exceed 25% of the investable funds of the scheme of the AIF. 7.1.4. AIFs shall invest in an overseas investee company, which is incorporated in a country whose securities market regulator is a signatory to the International Organization of Securities Commission's Multilateral Memorandum of Understanding (Appendix A Signatories) or a signatory to the bilateral Memorandum of Understanding with SEBI. 7.1.5. AIFs shall not invest in an overseas investee company, which is incorporated in a country i....
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.... limit, wishes to apply for allocation of further investment limit, the fresh application shall be dealt with on the basis of the date of its receipt and no preference shall be granted to it in fresh allocation of investment limit. 7.2.4. The AIF shall have a time limit of 6 months from the date of approval from SEBI for making allocated investments in offshore venture capital undertakings. In case the applicant does not utilize the limits allocated within the stipulated period, SEBI may allocate such unutilized limit to other applicants. 7.2.5. If an AIF liquidates investment made in an overseas investee company previously, the sale proceeds received from such liquidation, to the extent of investment made in the said overseas investee company, shall be available to all AIFs (including the selling AIF) for reinvestment. Page 24 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 7.3. Reporting of overseas investments 7.3.1. AIFs shall report the utilization of the overseas limits within 5 wor....
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....he Manager to ensure compliance with investment conditions as specified in Regulation 15 and Regulation 16 or 17 or 18 (as applicable) of AIF Regulations; (iv) Whether any investments are proposed to be made in units of other AIFs managed/ sponsored by the same Manager/ Sponsor or associates of the Manager/ Sponsor and details thereof, including allocation, fees, expenses, etc. Pooling vehicles shall not be created solely for the purpose of investing in an AIF unless the pooling vehicles are registered with SEBI as AIFs 27. 26 SEBI Circular No. SEBI/HO/IMD-I/DF6/P/CIR/2021/584 dated June 25, 2021 27 SEBI Circular No. CIR/IMD/DF/14/2014 dated June 19, 2014 Page 26 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 9 – Participation of AIFs in Credit Default Swaps 28 Regulations 16(1)(aa), 17(da), 18(ab) and 20(11) of AIF Regulations enable AIFs to participate in CDS in terms of the conditions as may be specified by SEBI from time to time. In this regard, the following is specif....
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....ach. b. The AIF shall bring the amount of earmarked securities equal to CDS exposure and report details regarding rectification of breach to custodian, by the end of next trading day. c. In case the AIF fails to rectify the breach in the manner as specified above, the custodian shall report details of the breach to SEBI, on the next working day. 9.3.5. Any unhedged position, which shall result in gross unhedged positions across all CDS transactions exceeding twenty-five percent of investable funds of the scheme of an AIF, shall be taken only after intimating to all unit holders of the scheme. 9.3.6. In terms of Regulations 16(1)(c) and 17(c) of AIF Regulations, Category I and II AIFs shall not borrow funds directly or indirectly and engage in leverage except for meeting temporary funding requirements for not more than thirty days, not more than four occasions in a year and not more than ten percent of the investable funds. In this regard, Category I and Category II AIFs which transact in CDS, shall maintain thirty days cooling off period between the two periods of borrowing or engaging in leverage. 9.3.7. All CDS transactions shall be on a platform regulated by SE....
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....est under Regulation 10(d) of the AIF Regulations, such interest shall be maintained pro-rata to the amount of funds raised (net) from other investors in the AIF. 11.1.3. For the purpose of Regulation 15(1)(c) of AIF Regulations, in case the AIF proposes to invest into real estate or infrastructure projects, every such investee company shall hold or propose to hold not less than one project, directly or indirectly. 11.1.4. For the purpose of Regulation 15(1)(e) of AIF Regulations, prior to every investment in an associate or in units of an AIF managed or sponsored by Manager, Sponsor or associates of Manager or Sponsor, approval of the investors as specified shall be obtained. 11.1.5. With respect to Regulation 17(a) of the AIF Regulations, it is clarified that the term 'primarily' is indicative of where the main thrust of Category II AIFs ought to be. The investment portfolio of a Category II AIF ought to be more in unlisted securities as against the aggregate of other investments. 11.1.6. The requirement of appointment of custodian, as provided under Regulation 20(11) of AIF Regulations, shall be applicable if the sum of corpus of the AIF and the value of the Co-....
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....s ³³: In terms of Regulation 13(4) of AIF Regulations, the manner of calculating the tenure of a close ended scheme of an AIF, including the manner of modification of the tenure, may be specified by SEBI from time to time. In this regard, the following is specified: 11.3.1. The tenure of close ended schemes of AIFs shall be calculated from the date of declaration of the First Close. 11.3.2. AIF may modify the tenure of a scheme at any time before declaration of its First Close. Prior to declaration of the First Close, the investor may withdraw or reduce commitment provided to such scheme of an AIF. 11.3.3. Schemes of AIFs which have declared their First Close as on November 17, 2022, may continue to calculate their tenure from the date of Final Close. Such existing schemes of AIFs, which are yet to declare Final Close, shall declare their Final Close as per the timeline provided in the PPM of the scheme and the AIF/manager shall not have any discretion to extend the said timeline provided in the PPM. 33 SEBI Circular No. SEBI/HO/AFD-1/POD/P/CIR/2022/155 dated November 17, 2022 Page 31 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤....
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....32 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Filing of LVF Schemes with SEBI35 12.7. Pursuant to introduction of framework for "Accredited Investors" in the securities market, AIF Regulations were amended to provide certain relaxations from regulatory requirements to ‘Large Value Fund for Accredited Investors' (LVF). 12.8. In terms of proviso to Regulation 12 of AIF Regulations, LVFs are exempt from filing their placement memorandum with SEBI through Merchant Banker and incorporate comments of SEBI, if any, in their placement memorandum i.e. LVFs can launch their scheme under intimation to SEBI. 12.9. While filing the placement memorandum for LVF schemes with SEBI, a duly signed and stamped undertaking by Chief Executive Officer of the Manager of the AIF (or person holding equivalent role or position depending on the legal structure of Manager) and Compliance Officer of Manager of the AIF shall be submitted in the format as mentioned at Annexure 9. Extension of tenure beyond tw....
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....f the Manager, as disclosed in the PPM of the fund; 2. employees who are involved in decision making on behalf of the AIF, including but not limited to, members of senior management team at the level of Managing Director, Chief Executive Officer, Chief Investment Officer, Whole Time Directors, or such equivalent role or position; 3. any other person whom the AIF (through the Trustee, Board of Directors or Designated Partners, as the case may be) or Manager may declare as key management personnel. 13.1.3. AIFs shall disclose the names of all the key management personnel of the AIF and Manager as specified in para 13.1.2 above, in their PPMs. Any change in key management personnel shall be intimated to the investors and the Board. 13.2. Code of conduct 38 13.2.1. All managers shall: (i) organise, operate and manage the AIFs and its schemes in the interest of unitholders of the AIF/scheme. (ii) carry out all the activities of the AIF in accordance with the placement memorandum circulated to all unit holders and as amended from time to time in accordance with AIF Regulations and circulars issued by SEBI. 37 SEBI Circular No. SEBI/HO/AFD/RAC/CIR/2022/088 dated June ....
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....Constitution of investment committee41 14.1. In terms of Regulation 20(7) of AIF Regulations, Manager may constitute Investment Committee (by whatever name it may be called) to approve decisions of the AIF, subject to certain conditions. In terms of proviso to Regulation 20(8) of AIF Regulations, there is a requirement to furnish a waiver to AIF in respect of compliance with the said Regulation pertaining to responsibility of members of Investment Committee. The format for waiver to be furnished by the investors in this regard is specified in Annexure 11. 14.2. For the purpose of Regulation 20(10) of AIF Regulations, consent of the investors of the AIF or scheme may not be required for change in ex-officio external members (who represent the sponsor, sponsor group, manager group or investors, in their official capacity), in the investment committee set up by the Manager. 14.3. While processing applications for registration of AIFs and launch of new schemes, it has been observed that the Manager of AIF often proposes to set up an Investment Committee with the mandate to provide investment recommendations or advice to the Manager. In some applications, the Investment....
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.... 15.2. Compliance Test Report (CTR)43 15.2.1. At end of financial year, the manager of an AIF shall prepare a compliance test report on compliance with AIF Regulations and circulars issued thereunder in the format as specified in the Annexure 14. 15.2.2. The CTR shall be submitted within 30 days from the end of the financial year, to (i) the trustee and sponsor, in case the AIF is a trust; (ii) the sponsor, in case of AIF set up in the form other than a trust. 15.2.3. In case of any observations/comments on the CTR, the trustee/sponsor shall intimate the same to the manager within 30 days from the receipt of the CTR. Within 15 days from the date of receipt of such observations/comments, the manager shall make necessary changes in the CTR, as may be required, and submit its reply to the trustee/sponsor. 15.2.4. In case any violation of AIF Regulations or circulars issued thereunder is observed by the trustee/sponsor, the same shall be intimated to SEBI as soon as possible. 42 SEBI circular No. SEBI/HO/IMD/IMD-I/DOF6/CIR/2021/549 dated April 07, 2021. 43 SEBI Circular No. CIR/IMD/DF/14/2014 dated June 19, 2014 Page 37 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à....
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....ich have completed at least one year from the date of 'First Close', shall report all the necessary information including scheme-wise valuation and cash flow data to the Benchmarking Agencies in a timely manner. 16.3.4. The form and format of reporting shall be mutually decided by the Association and the Benchmarking Agencies. 16.3.5. If an applicant claims a track-record on the basis of India performance of funds incorporated overseas, it shall also provide the data of the investments of the said funds in Indian companies to the Benchmarking Agencies, when they seek registration as AIF. 16.3.6. In the PPM, as well as in any marketing or promotional or other material, where past performance of the AIF is mentioned, the performance versus 45 SEBI Circular No. SEBI/HO/IMD/DF6/CIR/P/2020/24 dated Feb 05, 2020 46 SEBI Circular No. SEBI/HO/IMD/DF6/CIR/P/2020/99 dated June 12, 2020 Page 39 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India benchmark report provided by the benchmarking agencies for....
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....s per Annexure 18, which shall be compiled latest within 7 days from the end of quarter. 17.5. These disclosure requirements are in addition to the existing requirements pertaining to the investor grievance handling mechanism under various Regulations, circulars and directions, issued by SEBI. 47 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF9/P/CIR/2021/682 dated December 10, 2021 Page 41 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 18 Collection of stamp duty on issue, transfer and sale of units of AIFs 48 18.1. Government vide Gazette notification S.O.116(E) dated January 08, 2020 has notified the "Registrars to an Issue and/or Share Transfer Agents" (RTA) registered under the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 as a “depository" for the limited purposes of acting as a "collecting agent†under the Indian Stamp Act, 1899 and the Rules made thereunder, only in case of instruments of transaction other....
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....n fee shall be levied. 19.1.3. The aforesaid fee shall not be levied in the following cases for change in sponsor or change in control of sponsor: (i) The manager is acquiring control in or replacing the sponsor and Exit of sponsor(s) in case of AIF having multiple sponsors. (ii) 19.1.4. The aforesaid fee shall be paid within 15 days of effecting the proposed change in manager/sponsor or change in control of manager/sponsor. 19.1.5. In case of the applications pending with SEBI as on November 17, 2022, for change in control of manager/sponsor or change in manager/sponsor, the requirement of fee shall be applicable only in those applications where none of the schemes of AIFs managed/sponsored by manager/sponsor had declared their First Close. 19.1.6. The prior approval granted by SEBI in this regard shall be valid for a period of 6 months from the date of SEBI communication for the approval. 19.1.7. Any change in control of manager/sponsor or change in manager/sponsor shall be carried out in compliance with provisions specified at para 2.5.4 and 2.5.5 above. 49 SEBI circular no. SEBI/HO/AFD-1/POD/P/CIR/2022/155 dated November 17, 2022 Page 43 of 113 5-31 à¤à....
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....rities and Exchange Board of India Annexure 2 Template for PPM of AIFs raising funds under Category III The template for PPM of AIFs raising funds under Category III is provided at Annexure 2 here. Page 46 of 113 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure 3 Format for Due Diligence Certificate to be submitted at the time of filing Placement Memorandum with SEBI To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sir/Madam, Sub.: Filing of draft placement memorandum of (name of scheme), scheme of (name of AIF/proposed AIF) On the basis of examination of draft placement memorandum and supporting documents submitted by AIF/proposed AIF, discussion with AIF/proposed AIF, its manager, sponsor, trustee, etc., we confirm that: 1. 2. 3. 4. 5. We have independently exercised due-diligence regarding information given in the placement memorandum, including the veracity and adequacy of disclosure made therein. The AIF, its sponsor and manager are fit and proper persons based on the crite....
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.... Annexure A - Details of disclosures in the placement memorandum with respect to compliance with provisions of Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, applicable to the proposed scheme S. No. Regulation Number Contents of the Regulation Section/subsection (along with page number) of the placement memorandum where the Regulation has been complied with. 1. 2. Note: Regulations which are not applicable to a particular category of AIF may not be included. Page 49 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure B Information with respect to disclosures in the placement memorandum, to be submitted along with the due diligence certificate S. Particulars No. Yes/ Remarks No (Also provide the respective page 1. 2. 3. Whether the information submitted in the placement memorandum is consistent with the information submitted in Form A as specified under First schedule of AIF Regulations Whether adequate disclosures are ma....
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.... the scheme intends to invest in units of AIFs number of placement memorandum wherever applicable) If yes, provide the list of instruments proposed for temporary deployment of funds If yes, mention the duration If yes, confirm whether necessary disclosures have been made in line with Chapter 8 of SEBI Master Circular for AIFs 13. 14. Whether names of key management personnel are disclosed in the placement memorandum in line with para 13.1.2 and 13.1.3 of SEBI Master Circular for AIFs Whether it is verified that all members of key investment team are employees or partners or directors (as applicable) of the manager Page 51 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India S. Particulars No. Yes/ Remarks No (Also provide the respective page number of placement memorandum wherever applicable) 15. 16. 17. Whether it is verified that the key investment team satisfies the experience and professional qualification criteria provided under AIF Regulations Whether the ma....
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....sting and prospective investors, are disclosed 26. Whether it is provided that a defaulter, i.e., investor who defaults in bringing drawdown amount within the timeline specified, can no longer participate in subsequent investments of the scheme till the default is cured and that there are clauses providing steps to be taken against the defaulting investor 27. 28. 29. Whether specific instances are disclosed under which in-specie distribution / distribution in kind may be made Whether it is disclosed that co-investment by investors of AIF shall be made in compliance with applicable provisions of AIF Regulations and PMS Regulations Whether it is disclosed that the manager will establish written down conflict management policy and whether timeline for adopting such policy has been provided Page 53 of 113 warehoused investment If yes, state the timelines for such intimation 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India S. Particulars No. 30. Yes/ Remarks No (Also provide the res....
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....ment of providing PPM in the template format as prescribed by SEBI and also grant waiver to (Name of the AIF/ Scheme) from the requirement of conducting an annual audit of compliance with the terms of the PPM furnished to us. Notwithstanding the waiver granted herein, we understand that (name of the AIF/Scheme) is not permitted, under SEBI Regulations, to sign a Contribution agreement/ Subscription agreement (by any name as it may be called) that is, in any way, in contradiction with the terms of the PPM or goes beyond the terms of the PPM furnished to us. (Signed by two authorized signatories of the investor) **** Page 55 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure 5 Format for Due Diligence Certificate to be submitted while intimating changes in terms of Placement Memorandum to SEBI To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sir/Madam, Sub.: Intimating changes in terms of placement memorandum of (name of scheme), scheme of (name of AIF) for FY 20_-_ On the basis o....
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....ry of the overseas investee company c) Date of Incorporation of the overseas investee company (also enclose copy of incorporation certificate/document of the overseas investee company) d) Whether any investor of the AIF is a connected person of the overseas investee company. If yes, provide details of the investor and also the said investor's pro-rata share in the proposed investment. e) In case of Angel Fund, the number of investors participating in the proposed overseas investment a) Type of instrument(s) in which the investment is proposed b) Nature of investment Page 57 of 113 (Primary subscription, secondary purchase, etc.) B. 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Sr. Information No. related to Particulars c) Amount proposed to be invested (in USD) d) Amount invested in previous overseas investments (in USD) e) Investable corpus of the scheme of the AIF (in INR) Details of overseas investments made by the Scheme in the past: Details If yes, Name of Amoun ....
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....ures apply; or (b) a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with FATF to address the deficiencies. 6. The AIF shall not invest in Joint venture/Wholly Owned Subsidiary while making overseas investments. 7. The AIF shall adhere to to FEMA, 1999, its Rules, Regulations and Directions issued by the Government/ RBI from time to time 8. The AIF shall comply with all requirements under RBI guidelines on opening of branches/subsidiaries/Joint venture undertaking investment abroad by NBFCs, where more than 50% of the funds of the AIF has been contributed by a single NBFC. 9. In case the AIF transfers/sells the invested stake in [name of the overseas investee company] to any entity, it shall be ensured that the entity is eligible to make overseas investments, as per the extant FEMA guidelines. Page 59 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure 7 Information with respect to sale/divestment o....
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....by more than one individual, the following conditions shall apply for eligibility as Al: (i) Where the joint holders are parent(s) & child(ren), at least one person should independently fulfill the eligibility criteria for Al. (ii) Where the joint holders are spouses, their combined income/ net worth should meet the eligibility criteria for Al. 1.5. For the purpose of reckoning eligibility criteria, net worth of Body Corporates shall be calculated as under: Net worth = (Capital + free reserves) - (Accumulated losses + deferred expenditure not written off) 1.6. For the purpose of reckoning eligibility criteria, net worth of Trusts shall be calculated as under: Page 61 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India. Net worth = (Book value of all assets, other than intangible assets) - (Book value of total liabilities) 1.7. For Body Corporates and Trusts, eligibility criteria for accreditation shall be considered on the basis of the following: (a) Financial information as per statutory a....
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....dge and means to understand the features of the Investment Product, including the risks associated with the investment. (d) The prospective investor is aware that the investment product is meant for Als and may not be subject to the same regulatory oversight as over investment products meant for investors other than Al. 4.2. The Investment provider shall independently verify the status of accreditation of the prospective investor from the concerned Accreditation Agency. Further, investment providers may obtain additional undertakings from prospective investors, provided they do not dilute or contravene the undertakings in terms of Para 4.1 above. 4.3. Prior to entering into a client agreement with an Al, the investment provider shall disclose to the Al, details of regulatory concessions available for the proposed investment, and the relevant conditions applicable under the Al framework. 4.4. The client agreement shall, inter-alia, provide the following: (i) (ii) details of regulatory concessions agreed upon between the investor and the investment provider, and the conditions for availing the same, and consequences, if any, in the event of the investor becoming in....
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.... one or three financial years preceding the date of application (c) Certificate from practicing chartered accountant stating net worth as on the date of application. (optional) (Calculation of Net worth to be given as an Annexure to the certificate.) (a) Proof of 'ready reckoner rate' applicable to real estate assets considered for calculation of net worth. (b) Copy of demat account statement (c) Any other document as required. Declaration from Applicant that: (a) The Applicant is not a wilful defaulter. (b) The Applicant is not a fugitive economic offender. (c) The Applicant is not debarred from the securities market as on the date of application. (d) In case of a Non Resident Indian or foreign investor, confirmation that he or she has not been restricted Page 64 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Information Other Documents Documents to be submitted from accessing securities market by the country of jurisdiction where he or she resides. (e) The submissions made to....
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....specified by the Accreditation Agency Proof of Identity (a) Copy of PAN card. (b) Copy of registered Trust Deed. Proof information of financial (a) Copies of Income tax return(s) of one or three financial years, preceding the date of application. (b) Copies of audited Financial Statements of one or three financial years preceding the date of application. (Number of years for which financial information is provided shall determine the validity of the accreditation) Proof of basis of valuation of assets (as applicable) Undertakings (To be provided by Trustee/ Board of Trustees) (c) Certificate from practicing chartered accountant stating net worth as on March 31 of one or three financial years preceding the date of application. (Working of Net worth to be given as Annexure to the certificate) (d) Audited financial statements prepared by the statutory auditor for the current date/ period (optional) (e) Certificate from practicing chartered accountant stating net worth as on the date of application. (optional) (a) Statement of assets and liabilities of the Trust for preceding one year or three years, depending on desired validity of accreditati....
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.... 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 Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, circulars, guidelines issued thereunder and other applicable legal requirements. Page 68 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 6. We have satisfied ourselves about....
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....I AIF 4 Eligibility Criteria 4(a) - Legal structure - Company; - Trust; - LLP Whether prohibited from making an invitation to public 4(b) 4(c) 4(d) Whether partnership in case of 4(e) 4(f) Whether Trust Deed is Registered Limited Liability Partnership is duly incorporated and the deed is filed with Registrar 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 AIF, Sponsor, Manager (Fit & Proper person) Page 70 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Wherever applicable, mention Section/ S. No. Regulat ion Contents of the Regulation 4(g) 4(h) 4(i) (i) Key Investment team of Manager of AIF - adequate experience (ii) Professional qualification Necessary Infrastructure & Manpower - Investment objective subsection along with page number of the placement memorandum where the Regulation has been complied with. Otherwise mention 'not applicable' or 'noted for com....
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.... Investment Fund q) Other information for investors to take informed decision Filing of PPM for launch of scheme Timeline for declaring first close of scheme subsection along with page number of the placement memorandum where the Regulation has been complied with. Otherwise mention 'not applicable' or 'noted for compliance' 13 13(1) Tenure - Category I & II AIF/scheme to be close ended 13(2) - Category I & II AIF/Scheme to have minimum tenure of 3 years 13(3) Category III AIF/schemes Whether open ended or close ended 13(4) Calculation of tenure 13(5) - Extension of tenure 13(6) - Liquidation of AIF 14 Listing requirements, as and when made applicable General Investment Conditions 15 15(1)(a) - For Investment outside India - 15(1)(b) Terms of Co-investment not more favourable than Manager /sponsor/co-investor than AIF 15(1)(c) - Category I & IIAIF - Not more than 25% of investable funds in an Investee Company Page 73 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board ....
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....emption 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 or social enterprises subsection along with page number of the placement memorandum where the Regulation has been complied with. Otherwise mention 'not applicable' or 'noted for compliance' 16(4) (b) May accept grants not less than 25 lakh rupees Page 75 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Wherever applicable, mention Section/ S. Regulat No. ion Contents of the Regulation 16(4) (c) 16(5)(a) 16(5)(b) 17 17(a) 17(c) 17(d) 17 (da) 17(e) 17(f) 18 -Minimum amount of grant to not apply to accredited investors: - no profits or gains to accrue to the provider of such grants Grants to social ventures subject to disclosure Infrastructure Funds investment - for at least 75% of investable funds Permissible other investments Conditions for Category ....
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....startups 19F(2) Minimum investment by Angel Fund Page 77 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Wherever applicable, mention Section/ S. No. Regulat ion Contents of the Regulation 4 19F(3) 19F(4) 19F(5) 19F(6) 19G(1) 19G(2) Investment by Angel Fund to be locked in for 1 year Angel funds to not invest in associates Angel funds to not invest more than 25% of the total investments under all its schemes in one venture capital undertaking Conditions for Investment outside India The sponsor to ensure that the angel investor satisfy conditions specified in sub regulation (2) of regulation 19A Continuing interest 19(G)(3) The manager of the angel fund shall obtain an undertaking from every Angel Investor 19H Prohibition of Listing Chapter III-B - Special Situation Funds 19(J) Applicability 19(K) Registration of special situation funds subsection along with page number of the placement memorandum where the Regulation has been complied with. Otherwise menti....
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....ith policies and procedures laid down by AIF Manager may constitute an Investment Committee (by whatever name called), to approve the decisions of the Alternative Investment Fund and such constitution shall be subject to such conditions as specified by the Board from time to time Investment Committee shall be responsible for ensuring that decisions are in compliance with policies & procedure laid down in terms of sub regulation 20 (3) of this regulation (Not applicable in case the commitment to invest is not less than 70 crore rupees and has furnished a waiver to the AIF) Members of Investment Committee shall abide by Code of Conduct applicable to them External members of Investment Committee not disclosed in PPM or in Agreement shall be appointed to the Investment Committee only with the consent of at least 75% of the investors by value subsection along with page number of the placement memorandum where the Regulation has been complied with. Otherwise mention 'not applicable' or 'noted for compliance' Page 80 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विन....
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....dum where the Regulation has been complied with. Otherwise mention 'not applicable' or 'noted for compliance' 22(c) 22(d) Any material liability during the tenure of AIF 22(e) Any breach of provisions of Placement Memorandum or Agreement 22(f) 22(g) Change in control of the Sponsor or Manager or Investee Company To provide on annual basis (within 180 days from the yearend) 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 Page 82 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Wherever applicable, mention Section/ S. No. Regulat ion Contents of the Regulation 22(h) Category III AIF to provide quarterly report in respect of regulation 22(g) within 60 days of end of the quarter Any significant change in key investment team to be intimated to investors subsection along with page number of the placement memorandum where the Regulati....
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....oss different sections of the placement memorandum Page 84 of 113 wherever applicable) If yes, confirm whether it is disclosed that each investor shall commit a minimum capital contribution of 70 crore rupees and provide a waiver from the requirement of placement memorandum prescribed template. in If no, highlight the respective clauses sections/ 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India S. Particulars No. Yes/ Remarks No (Also provide the respective page number of placement memorandum 7. Whether there are any clauses in the placement memorandum which affect the pro-rata rights of each investor in each investment of the scheme 8. Whether the investor(s) has/have any role in approving investment decisions of the scheme 9. Whether it is provided that the scheme proposes to engage in lending activity, or extending guarantee for investee company 10. Whether the sections ‘Investment objective, strategy and process', 'Governance structure' and 'principal terms....
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.... that delegation/outsourcing of any activity of the AIF to a third party will be in compliance with SEBI circular no. CIR/MIRSD/24/2011 dated Dec 15, 2011 wherever applicable) Master Circular for AIFs Name(s) of qualifying member(s) to be provided If no, whether also inform any committee has been set up to provide non- binding recommendations on investment proposals Page 86 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India S. Particulars No. Yes/ Remarks No (Also provide the respective page number of placement memorandum 21. Under section 'Track Record of Manager', whether there is provision for disclosure of performance benchmark disseminated by a benchmarking agency in terms of Chapter 16 of SEBI Master Circular for AIFs 22. Whether the eligibility criteria for each class of unit is clearly specified and differentiated 23. Whether specific instances are disclosed, under which an investor may be excluded or excused from a particular investment 24. Whether the ....
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...., it may be mentioned as "not applicable". Additional material information, in similar format, may also be provided which is not covered in the above table and any other information which is necessary to be highlighted or requires specific attention. Page 88 of 113 are and 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Stewardship Code Annexure 10 Principle 1 Institutional Investors should formulate a comprehensive policy on the discharge of their stewardship responsibilities, publicly disclose it, review and update it periodically. Guidance Stewardship responsibilities include monitoring and actively engaging with investee companies on various matters including performance (operational, financial, etc.), strategy, corporate governance (including board structure, remuneration, etc.), material environmental, social, and governance (ESG) opportunities or risks, capital structure, etc. Such engagement may be through detailed discussions with management, interaction with investee company boards....
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.... Principle 3 Institutional investors should monitor their investee companies. Guidance As a part of the aforesaid comprehensive policy, institutional investors should have a policy on continuous monitoring of their investee companies in respect of all aspects they consider important which shall include performance of the companies, corporate governance, strategy, risks etc. The investors should identify the levels of monitoring for different investee companies, areas for monitoring, mechanism for monitoring etc. The investors may also specifically identify situations where they do not wish to be actively involved with the investee companies e.g. in case of small investments. The investors should also keep in mind regulations on insider trading while seeking information from the investee companies for the purpose of monitoring. Accordingly, the institutional investors shall formulate a policy on monitoring specifying, inter-alia, the following: 1. Different levels of monitoring in different investee companies. E.g. companies where larger investments are made may involve higher levels of monitoring vis- Ã -vis companies where amount invested in insignificant from ....
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....through institutional investor associations (E.g. AMFI). A committee may also be formed to consider which mechanism to be opted, escalation of matters, etc. in specific cases. Principle 5 Institutional investors should have a clear policy on voting and disclosure of voting activity. Guidance To protect and enhance wealth of the clients/ beneficiaries and to improve governance of the investee companies, it is critical that the institutional investors take their own voting decisions in the investee company after in-depth analysis rather than blindly supporting the management decisions. Page 91 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India This requires a comprehensive voting policy to be framed by the institutional investors including details of mechanisms of voting, circumstances in which voting should be for/against/abstain, disclosure of voting, etc. The voting policy, voting decisions (including rationale for decision), use of proxy voting/voting advisory services, etc. should be publ....
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....terest policy may be disclosed on an annual basis. Any updation of policy may be disclosed as and when done. 2. The report may also be sent as a part of annual intimation to its clients/ beneficiaries. Page 93 of 113 To 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Format of waiver to be provided by the investors (Name of Manager), Manager of (Name of AIF/ Scheme) Annexure 11 Sub: Waiver in respect of compliance with Regulation 20(8) of Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 1. We are considering to invest/ have invested in (Name of the AIF/Scheme) managed by (Name of the Manager). 2. We understand that (Name of the AIF) is registered with Securities and Exchange Board of India (SEBI) and as such is required to comply with Regulation 20(8) of SEBI (AIF) Regulations, 2012, which defines the responsibilities of members of investment committee (by whatever name called), constituted by the manager to approve decisions of the AIF. 3. We understan....
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....°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure 13 Format for submission of report on leverage undertaken by Category III AIFs to SEBI on a quarterly basis Category III AIFs shall submit report on leverage undertaken, on quarterly basis in the format as specified in Annexure 13 here. Page 96 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Name of the AIF: Category: CTR for the Year: Format of Compliance Test Reports (CTRs) Contact details of the compliance officer: Sr. No Compliance with respect to Details of compliance Any other comments 1. Regulation 7(1)(c): 2. 3. During the year, whether the AIF has informed the Board in writing, if any information or particulars previously submitted to the Board are found to be false or misleading in any material particular or if there is any material change in the information....
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....ure of the close ended AIF. If yes, whether the same is not more than two years and approved by two-thirds of the unit holders by value of their investment in the AIF. In the absence of consent of unit holders, whether the AIF has fully liquidated within one year following expiration of the fund tenure or extended tenure. 12. Regulation 14(1): In case the units of the AIF are listed during the year, whether the listing is after final close of the fund or scheme. 13. Compliance with every clause of Regulation 15 (Separate compliance for every clause shall be provided) 14. Compliance clause of with every Regulation 16/17/18/19, as applicable (Separate compliance for every clause shall be provided) 15. Compliance with every clause of Regulation 20 (Separate compliance for every clause shall be compliance Any other comments provided) Page 99 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Sr. No Compliance with respect to Details of 16. Regulation 21: In case of a....
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....tails of the Investee company Present Investment size/ Amount of the offering 6. 7. 8. Investment highlights 9. Total Capital Commitment by investors 10. Capital drawn by the fund 11. 12. 13. 14. Type of Securities (Equity Shares / Compulsorily Convertible Preference Shares / Compulsorily Convertible Debenture) Number of securities along with description Price per share/ unit of the security Conversion Price and terms, in case convertible securities 15. Details of lock in for share/ unit of fund 16. Co-investment, if any 17. Details of Valuation of investee company 18. Fee and expenses details for the fund 19. 20. 21. - Exit strategy for the Angel Fund Termination of the investment / exit provisions Distribution waterfall (distribution to the investors) Exit/ transfer rights for investors B. Compliance with SEBI (Alternative Investment Funds) Regulations, 2012 List of investors in the scheme and compliance with AIF regulations in this regard in detail {Regulation 19D(1)} Whether the fund has a corpus of at least 5 crore rupees 1. 2. 3. 4. Details of compliance of Regulation 19D(3) Whether funds have been raised through private placement....
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....t have completed at least one year from First Close, shall provide all the necessary information/data to the Benchmarking Agencies. c) AIFs shall provide data on cash flows and valuation of their scheme-wise investments to the Benchmarking Agencies in the form and format required by each Benchmarking Agency, within 45 days from the end of every half-year ending on 30th September and within 6 months from the end of every half-year ending on 31st March. The format of data reporting shall mandatorily include details of valuation principles and the name of the Valuation Agency appointed by the AIF. d) Periodicity of valuation of investments shall be as provided in the AIF Regulations. e) Data provided for March 31 of every year shall be audited data and for September 30 may be unaudited data. f) Valuation of investments shall be in the manner provided in the specific Scheme's PPM or fund documents, as the case may be. Any change to valuation principle shall be informed to the Benchmarking Agencies in the immediate next data submission. g) Assets under Management (AUM) for the purpose of reporting and benchmarking shall be the value of total capital drawn down under th....
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....k Report", which shall be used for the standard benchmark reports generated based on SEBI mandate. Page 105 of 113 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure 17 Investor Charter for Alternative Investment Funds A. Vision and Mission Statement: Vision To develop the Alternative Investment Fund ("AIF") industry on professional and ethical lines and maintain high standards of governance and transparency. Mission • • • Maintain high professional and ethical standards within the AIF industry. Comply with all applicable regulations and co-operate with the regulators in all aspects of the AIF activity. Act in a fiduciary capacity towards the investors. B. Details of business transacted by the organization with respect to the • investors: To raise capital from domestic and global investors. To invest in portfolio companies in accordance with investment strategy stated in Fund documents, with an objective to generate positive returns for the stakeholders inc....
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.... of activity/services provided Timeline for completion of by Alternative Investment Funds (AIFS) to activity its investors 1. Valuation related disclosures: a. Valuation of investment by Category I and II Alternative Investment Fund b. Disclosure of NAV of scheme(s) of the Category III Alternative Investment Fund At least once every six months. Can be extended to once a year with approval of 75% of its investors by value of investment. Close ended fund - quarterly basis Page 107 of 113 Open ended fund -monthly basis 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 2. Transparency related disclosures: a. Disclosure of financial information of investee companies b. C. d. e. Disclosure of Material risks: concentration risk, foreign exchange risk at fund level and leverage risk, realization risk, strategy risk, reputation risk at investee company level, extra-financial risks such as social and corporate governance risks etc. at fund and investee company level Financial, risk manage....
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....Bandra Kurla Complex, Bandra (E), Mumbai - 400 051. F. Responsibilities of investors 1. Responsibility to inform and educate yourself 1.1. Read thoroughly all fund documents including Private Placement Memorandum, Contribution Agreement, sales literature, newsletters and understand the product. 1.2. Carefully consider all investment risks, fees, and/or other factors detailed in these documents. 1.3. Ensure and make certain that the proposed investment in the Fund meets your investment objective and is in alignment with your risk appetite. 1.4. Review your portfolio holdings, account statements and transaction confirmation on regular basis to ensure that you aware of all transactions and securities where you are invested. 2. Responsibility to timely update your KYC and information with the Intermediary 2.1 Provide complete and accurate information in your KYC documents, including financial/ income status. 2.2 Timely updation of KYC information. 3. Responsibility to abide by the contribution agreement. 3.1. 3.2. The investor needs to read carefully and understand the agreement that he/she is entering into with the Alternative Investment Fund and abide by the ter....
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....orting Norms for Alternative Investment Funds (AIFs) II. CIR/IMD/DF/12/2013 III. August 07, Application for change in 2013 category of the Alternative CIR/IMD/DF/14/2014 June 19, 2014 IV. CIR/IMD/DF/16/2014 July 18, 2014 SEBI/HO/IMD/DF1/CI July 31, 2017 R/P/2017/87 V. VI. R/P/2017/110 Investment Fund disclosures, Guidelines on reporting and clarifications under AIF Regulations Clarification and extension of deadline with respect to circular on 'Guidelines on disclosures, reporting and clarifications under AIF Regulations' Online Filing System Alternative Investment Funds for SEBI/HO/IMD/DF1/CI September 29, Change in reporting norms for 2017 VII. CIR/IMD/DF1/102/20 June 29, 2018 18 VIII. IX. X. Category Investment ||| Alternative Funds ("AIFs") regarding investment in commodity derivatives market Filing of Term Sheet by Angel Funds SEBI/HO/IMD/DF6/CI February 05, Disclosure R/P/2020/24 2020 SEBI/HO/IMD/DF6/CI June 12, 2020 R/P/2020/99 SEBI/HO/IMD/DF6/CI June 30, 2020 R/P/2020/113 Standards for Alternative Investment Funds (AIFs) Clarifications with respect to Circular dated February 05, 2020 on 'Disclosure Standards for Al....