Master Circular for Alternative Investment Funds (AIFs)

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....Tax (GST) on the fees payable to SEBI', 'Approach to securities market 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 The circulars mentioned in Annexure 19 of this Master Circular shall stand rescinded with the issuance of the Master Circular. 6. Notwithstanding such rescission: a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or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 ....

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....rate Bonds through Request for Quote (RFQ) platform by AIFs .......... .29 Chapter 11 - Other prudential and operational norms and related clarifications 30 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 भारतीय प्र....

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....HO/IMD/DF1/CIR/P/2017/87 dated July 31, 2017 Page 6 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड - Securities and Exchange Board of India Chapter 2 – Filing of Private Placement Memorandum ('PPM') and related compliance requirements 2.1. Template(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 templat....

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....e for the last 5 years and where monetary penalty is involved, in all cases where such penalty is greater than 5 lakh rupees. With respect to disputed tax liabilities, the same shall not apply to liabilities in personal capacity of an individual. Contingent liabilities shall be as disclosed in books of accounts of the entity. 2.2. Modalities for filing of PPM through a Merchant Banker4 In terms of Regulation 12(2) of the AIF Regulations, AIFs shall launch scheme(s) subject to filing of PPM with SEBI 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 ....

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....grant of registration of the AIF or date of filing of PPM of scheme with SEBI, whichever is later. 2.3.8. LVF schemes as on November 17, 2022, shall declare their First Close not later than November 16, 2023. 5 SEBI circular No. SEBI/HO/AFD-1/POD/P/CIR/2022/155 dated November 17, 2022 Page 9 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 2.3.9. In case the First Close of a scheme is not declared within the timeline specified 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....

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..../scheme, along with the relevant pages of revised sections/clauses8. 2.5.3. Such intimation to SEBI for changes in terms of PPM shall be submitted through a Merchant Banker, along with the due diligence certificate provided by the Merchant Banker. The format of due diligence certificate for intimating the changes in the placement memorandum is given at Annexure 5. The Merchant Banker appointed for filing of PPM shall not be an associate of the AIF, its sponsor, manager or trustee⁹. 2.5.4. 'Material changes' may be construed as changes in the fundamental attributes of the fund/scheme. In case of material changes significantly influencing the decision of the investor to continue to be invested in the AIF, the 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) Exi....

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.... investment in the AIF with respect to sub-clauses (a) and (b). Page 12 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Chapter 3 - Registration related clarifications 3.1. In-principle approval¹º 3.2. With respect to an in-principle approval granted to an applicant, in case the registered trust deed or duly filed partnership deed is not submitted within the specified time period, the applicant shall file a fresh application for registration under the AIF Regulations. Change in category of AIF11 Regulation 7(2) of AIF Regulations specifies as under: "An Alternative Investment Fund which has been granted registration under a particular category 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.....

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....I and any authority outside India that provides for information sharing arrangement as specified under clause (ib) of sub- section (2) of Section 11 of the Securities and Exchange Board of India Act, 1992. AIFs may accept commitment from an investor being Government or Government related investor, who does not meet the aforesaid condition, if the investor is a resident in the country as may be approved by the Government of India. 4.1.2. The investor, or its underlying investors contributing twenty-five percent or more in the corpus of the investor or identified on the basis of control, is not the person(s) mentioned in the Sanctions List notified from time to time by the United Nations Security Council and is not a resident in the country identified in the public statement of Financial Action Task Force as- (i) a jurisdiction having a strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which 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 ....

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....te towards the AIF/scheme of AIF. With respect to units of AIF issued to the employees of the manager of the AIF for profit-sharing, Regulation 10(c) of AIF Regulations shall not be applicable in cases where such units do not entail any contribution/investment from the employees. In case of an open-ended scheme of AIF, the first single lump-sum investment amount received from the investor should not be less than the minimum investment amount. Further, in case of request for partial redemption of units by an investor in an open-ended scheme of AIF, the AIF shall ensure that after such redemption, the amount of investment retained by the investor in the fund 14 SEBI Circular No. CIR/IMD/DF/10/2013 dated July 29, 2013 15 SEBI Circular No. SEBI/HO/IMD/DF6/CIR/P/2020/24 dated February 05, 2020 Page 15 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India does not fall below the specified minimum limit as provided under the AIF Regulations. Page 16 of 113 5-31 à....

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....I/DOF6/P/CIR/2022/0000000037 dated March 28, 2022 17 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF6/P/CIR/2021/663 dated Nov 22, 2021 18 SEBI Circular No. CIR/IMD/DF/10/2013 dated July 29, 2013 Page 17 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 5.2.2. Leverage shall be calculated as under: Leverage= Total exposure {Longs+Shorts (after offsetting as permitted)} Net Asset Value (NAV) 5.2.3. The leverage of a Category III AIF shall not exceed 2 times of the NAV of the fund. i.e. If an AIF's NAV is 100 crore rupees, its exposure (Longs + shorts) after offsetting positions as permitted shall not exceed 200 crore rupees. 5.2.4. Category III AIFs investing in units of other AIFs may undertake leverage not exceeding two times of the value of portfolio (NAV) after excluding the value of investment in units of other AIFs 19. Calculation of exposure and NAV 5.2.5. The total exposure of the fund for the purpose of computing leverage shall be the sum of the marke....

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....itor their exposures. It shall be responsibility of the AIFs to ensure that the leverage shall not exceed the specified limit at all times. 5.2.13. All Category III AIFs shall report to the custodian the amount of leverage at the end of the day (based on closing prices), by the end of next working day20 5.2.14. In case of a breach in limit: a. Obligation of AIF: (i) The AIF shall send a report to the custodian in case there has been any breach of limit during the day, by the end of the same day. (ii) The AIF shall send a report to all its clients before 10 a.m. on the next working day stating that there is a breach in the limit along with reasons for the same. (iii) The AIF shall square off the excess exposure and bring back the leverage within the specified limit by end of next working day. This shall however not prejudice any action that may be taken by SEBI against the AIF under AIF Regulations or the SEBI Act. (iv) A confirmation of squaring off of the excess exposure shall be sent to all the clients by the AIF by end of the day on which the exposure was squared off. b. Obligation of custodian: (i) The custodian ....

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....any investment. 5.4.4. The Manager of such AIFs shall clearly disclose the possibility of suspension of redemptions in exceptional circumstances to investors, in the PPM. 21 SEBI Circular No. CIR/IMD/DF/10/2013 dated July 29, 2013 22 SEBI Circular No. CIR/IMD/DF/10/2013 dated July 29, 2013 Page 20 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 5.4.5. Suspension of redemptions by the Manager shall be justified only: (i) in exceptional circumstances provided that such suspension is exclusively in the best interest of investors of the AIF, or (ii) if the suspension is required under the AIF regulations or required by SEBI. 5.4.6. The Manager of such AIFs shall build the operational capability to suspend redemptions in an orderly and efficient manner. During the suspension of the redemptions, the Manager shall not accept new subscriptions. 5.4.7. The decision by the Manager to suspend redemptions, in particular the reasons for the suspension and the planned ....

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....he eligibility requirement provided thereunder. - Further, in respect of SSF acquiring stressed loan in terms of Clause 58 of the Master Direction Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 ('RBI Master Direction'), the following is specified: 6.4.1. SSF may acquire stressed loan in terms of clause 58 of RBI Master Direction upon inclusion of SSF in the respective Annex of the RBI Master Direction. 6.4.2. Stressed loan acquired by SSF in terms of clause 58 of the RBI Master Direction shall be subject to a minimum lock-in period of six months. The lock in period shall not be applicable in case of recovery of the stressed loan from the borrower. 6.4.3. SSF acquiring stressed loans in terms of the RBI Master Direction shall comply with the same initial and continuous due diligence requirements for its investors, as those mandated by RBI for investors in Asset Reconstruction Companies. 24 SEBI Circular No. SEBI/HO/IMD-I/DF6/P/CIR/2022/009 dated Jan 27, 2022 Page 22 of 113 5-31 भारतीय प्रतिभूति और विनि....

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.... July 03, 2018 and SEBI Circular No. CIR/IMD/DF/7/2015 dated October 1, 2015 Page 23 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 7.2. 7.1.7. AIFs shall not invest in Joint venture/Wholly Owned Subsidiary while making overseas investments. 7.1.8. AIFs shall adhere to FEMA, 1999, its Rules, Regulations and Directions issued by the Government/ RBI from time to time. 7.1.9. AIFs 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. 7.1.10. AIFs shall transfer/sell the investment in overseas investee company only to the entities eligible to make overseas investments, as per the extant guidelines issued under the FEMA, 1999. Allocation of overseas investment limit 7.2.1. AIFs shall file an application to SEBI for allocation of overseas investment limit in the format specified at....

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....F/ VCF wishes to surrender the overseas limit at any point of time within the validity period, the same shall be reported within 2 working days from the date of decision to surrender the limit. 7.3.3. AIFs shall furnish the sale/divestment details of the overseas investments to SEBI in the format given at Annexure 7 within 3 working days of the divestment, by emailing to [email protected], for updating the overall limit available for overseas investment by AIFs. Page 25 of 113 8.1. 8.2. 8.3. 8.4. 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Chapter 8-Investment in units of AIFs 26 In terms of Regulation 15(1) (c) and (d) of the AIF Regulations, AIFs may invest in an investee company up to a specified limit, directly or through investment in the units of other AIFs. AIFs may invest in units of other AIFs without labelling themselves as a Fund of AIFs. Existing AIFs may also invest simultaneously in securities of investee companies and in units ....

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.... leverage undertaken is within the permissible limits as specified in para 5.2 of this Master Circular. 9.2.2. Further, Category II AIFs and Category III AIFs may sell CDS, by earmarking unencumbered Government bonds/Treasury bills equal to the amount of the said CDS exposure. Such earmarked securities may also be used for maintaining applicable margin requirements for the said CDS exposure. Exposure to CDS undertaken in the aforesaid manner shall not tantamount to leverage. 9.2.3. Total exposure to an investee company, including exposure through CDS, shall be within the limit of applicable concentration norm as specified in AIF Regulations. Other conditions applicable for transacting in CDS 9.3.1. AIFs shall report details of CDS transaction to the custodian, by the next working day, in the manner as specified by the custodian. 9.3.2. Custodian shall put in place a mechanism to collect necessary details from AIFs transacting in CDS, to monitor the compliance with conditions specified at para 9.1 and para 9.2 above. 9.3.3. The obligation of manager/AIF and custodian in case of breach of leverage limits due to transactions in CD....

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....¤¿à¤­à¥‚ति और विनिमय बोर्ड Securities and Exchange Board of India Chapter 10 - Transaction in Corporate Bonds through Request for Quote (RFQ) platform by AIFs 29 10.1. AIFs shall undertake at least 10% of their total secondary market trades in Corporate Bonds by value in a month by placing/seeking quotes on the RFQ platform. 10.2. Further, in terms of Chapter XXII of Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper dated July 07, 2023 quotes on RFQ platform can be placed to an identified counterparty (i.e. 'one-to-one' mode) or to all the participants (i.e. ‘one-to-many' mode). In this regard, it is clarified that all transactions in Corporate Bonds wherein AIF(s) is on both sides of the trade shall be executed through RFQ platform in 'one-to- one' mode. However, any transaction entered by an AIF in Corporate Bonds in 'one-to-many' mode which gets executed with another AIF, shall be counted in 'one-to-many' mode and not in 'one-t....

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....lects funds from investors, for investing it in accordance with a defined investment policy for the benefit of its investors. 30 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 31 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF6/P/CIR/2021/663 dated Nov 22, 2021 32 SEBI Circular No. SEBI/HO/AFD-1/POD/P/CIR/2022/157 dated November 23, 2022 Page 30 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 11.2.2. As per para 11.1.1 of this Master Circular, with respect to investment by the sponsor/manager in the AIF, the sharing of loss by the sponsor/manager shall not be less than pro rata to their holding in the AIF vis-à-vis other unit holders. While it has not been explicitly restricted in AIF Regulations that the sharing of loss by a class of investors shall not be less than pro rata to their holding in the AIF vis-à-vis other classes of investors/unit holders, it was brought to SEBI's attention that ....

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....consultation and approval of the SEBI Board, the framework for "Accredited Investors" (Als) has been introduced in the securities market. 12.2. Under the aforesaid framework, Als may avail flexibility in minimum investment amount ("Lower ticket size") or concessions from specific regulatory requirements applicable to investment products, subject to conditions applicable for specific products/ services under SEBI (Alternative Investment Funds) Regulations, 2012, SEBI (Portfolio Managers) Regulations, 2020 and SEBI (Investment Advisers) Regulations, 2013. The modalities of accreditation are provided in Annexure 8. Accreditation Agency 12.3. Persons desirous of being reckoned as Als shall approach an Accreditation Agency for accreditation. Accreditation Agencies shall be responsible for: a) Verification of documents submitted by applicants for accreditation, b) Timely processing of applications for accreditation and issuance of accreditation certificate, c) Maintaining data of accredited investors, d) Verification of accreditation status, e) Maintaining confidentiality of investor information at all times, and f) Any other responsi....

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....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 this regard, it is specified as under: 12.10.1. In order to enable the investors to take an informed decision, the placement memorandum, contribution agreement or other fund documents of LVF shall lay down terms and conditions for extension of the tenure beyond two years. 12.10.2. LVF shall be required to obtain approval from its Trustee/Board of Directors/Designated Partners (depending upon the legal structure of the LVF) for extending the tenure beyond two years, at least one month before expiration of the fund tenure or extended tenure. 12.10.3. In case requisite conditions specified in the placement memorandum, contribution agreement or other fund documents of LVF for extension of tenure beyond two years are not fulfilled, LVF shall liquidate and wind up in accordance with AIF Regulations and Cir....

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....cular No. SEBI/HO/IMD-I/DF6/P/CIR/2021/584 dated June 25, 2021 38 SEBI Circular No. CIR/IMD/DF/7/2015 dated October 01, 2015 Page 34 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India (iii) ensure that the placement memorandum is provided to the investors prior to providing commitment or making the investment in the AIF and ensure that an appropriate acknowledgement is received from the investor for such receipt. (iv) ensure scheme-wise segregation of bank accounts and securities accounts. (v) not make any exaggerated statement, whether oral or written, either about their qualifications or capability to render investment management services or their achievements. 13.2.2. The AIF, manager, trustee and sponsor shall: (i) act in the interest of unitholders of the AIF/scheme and not take any action which is prejudicial to the interest of the unitholders and not place the interest of the sponsor/manager/trustee of the AIF or any of their associates above th....

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....ment recommendations or advice to the Manager. In some applications, the Investment Committee is mandated to approve the investment decisions of the AIF. Such Investment Committees may consist of internal members (employees, directors or partners of the Manager) and/ or external members. In this regard, SEBI has written to Government and RBI seeking clarity on the applicability of clause (4) of Schedule VIII under Foreign Exchange Management (Non-debt Instruments) Rules, 2019, to investment made by an AIF whose Investment Committee approves investment decisions and consists of external members who are not 'resident Indian citizens'. 14.4. Pending clarification as mentioned at Para 14.3 above, the applications for registration of AIFs and launch of new schemes shall be dealt with as under: (i) (ii) The applications wherein Investment Committee proposed to be constituted to approve investment decisions of AIF includes external members who are 'resident Indian citizens', shall be duly processed. The applications wherein Investment Committee proposed to be constituted to approve investment decisions of AIF includes external membe....

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....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 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 15.3. Term Sheet - Angel Funds44 15.3.1. Angel funds may launch schemes subject to filing of a Term Sheet in the format as specified in Annexure 15. 15.3.2. Such Term Sheet shall contain material information regarding the scheme. 15.3.3. Such Term Sheet shall be filed with the Board within ten days of launching the scheme. 44 SEBI Circular No. CIR/IMD/DF1/102/2018 dated June 29, 2018 Page 38 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Chapter 16 – Performance Benchmarking of AIFs 45 16.1. Based on the request of the industry, it was considered appropriate that an industry benchma....

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....ge 39 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India benchmark report provided by the benchmarking agencies for such AIF/Scheme shall also be provided. 16.3.7. In any reporting to the existing investors, if performance of the AIF/Scheme is compared to any benchmark, a copy of the performance versus benchmark report provided by the Benchmarking Agency shall also be provided for such AIF/scheme. 16.4. The operational guidelines for performance benchmarking are provided at Annexure 16. 16.5. In addition to the standard benchmark report prepared by the Benchmarking Agencies, if any, AIF seeks customized performance reports in a particular manner, the same may be generated by the Benchmarking Agencies, subject to: (i) Consent of the AIFs, whose data needs to be considered for generation of the customized performance report. (ii) Terms and conditions, including fees, decided mutually between the Benchmarking Agencies and the AIF. 16.6. The requirements a....

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....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 otherwise than through a recognized stock exchange or depository. 18.2. In this regard, AIFs have been mandated to comply with the applicable provisions of the Indian Stamp Act, 1899 and the Rules made thereunder regarding collection of stamp duty on sale, transfer and issue of units of AIFs with effect from July 01, 2020. 18.3. RTA appointed by AIFs shall collect the stamp duty on issue, transfer and sale of units of AIFs as stated in para 18.1 and 18.2 above, in compliance with the applicable provisions of the Indian Stamp Act, 1899 and the Rules made thereunder. 18.4. As regards transactions (issue, transfer and sale of units of AIFs in demat mode) through recognized Stock Exchange or Depository as defined under Securities Contract (Regulation) Act, ....

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....ed/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 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 19.2. Change in control of Sponsor and/or Manager of AIF involving scheme of arrangement under Companies Act, 201350 To streamline the process of providing approval to the proposed change in control of the Sponsor and/or Manager of the AIF involving scheme of arrangement which needs sanction of National Company Law Tribunal ("NCLT”) in terms of the provisions of the Companies Act, 2013, following is specified: 19.2.1. The application seeki....

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....ANGE 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 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. 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. We have satisfied ourselves that the proposed activities of the scheme are bona fide, fall wi....

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....tions which are not applicable to a particular category of AIF may not be included. Page 49 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड 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 made in all sections and subsections of the placement memorandum in line with template placement memorandum provided in para 2.1.3 of SEBI Master Circular for AIFs Whether the scheme seeks waiver (as per para 2.4.4 of SEBI Master Circular for AIFs) from requirement of placement memorandum as per template prescribed in para 2.1.3 of SEBI Master Circular for AIFs numbe....

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.... 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 भारतीय प्रतिभूति और विनिमय बोर्ड 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 manager has constituted or proposes to constitute an investment committee (by whatever name called) to approve decisions of the sche....

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....ding warehoused investments to existing 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 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and....

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....ich we invest; including (Name of the AIF/Scheme), to the extent required by us. Accordingly, in terms of para 2.4.4 of the Master Circular for AIFs, we hereby grant waiver to (name of the AIF) from the requirement 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 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annexure 5 Format for Due Diligence Certificate to be submitted while intimat....

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.... its scheme d) Name of the scheme Details Overseas 2 investee company Details of 3 investment e) Name and Address of the branch of the bank through which Foreign Currency Transaction are proposed to made f) Date of filing of periodic investment report on SI Portal for last quarter a) Name of the overseas investee company b) Country 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 भारतीय प्रतिभूति à¤....

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....ge in India or abroad. 4. [name of the overseas investee company] 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. 5. [name of the overseas investee company] is not incorporated in a country identified in the public statement of Financial Action Task Force (FATF) as (a) a jurisdiction having a strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures 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/su....

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.....5 Crore rupees is in the form of financial assets; Partnership Firms set up under the Indian Partnership Act, 1932 in which each partner independently meets the criteria for accreditation. (iii) Trusts (other than family trusts) with net worth greater than or equal to 50 Crore rupees. (iv) Body Corporates with net worth greater than or equal to 50 Crore rupees. 1.2. For the purpose of accreditation, eligibility criteria shall be reckoned based on the documents as specified in Annexure A given below. 1.3. In case of accreditation of individual investors, HUFS and Sole Proprietorships, the value of the primary residence of the individual, Karta of HUF and the Sole Proprietor respectively, shall not be considered for calculation of net worth. 1.4. In case of investments held jointly 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 t....

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....on in each of the preceding three years, the accreditation shall be valid for a period of two years from the date of such accreditation. 4. Procedure to avail benefits linked to accreditation 4.1. Prospective investors shall, inter-alia, submit a copy of the Accreditation Certificate and an undertaking to the investment provider (i.e. provider of securities market product or service) to the effect that: Page 62 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India (a) The prospective investor wishes to avail benefits under the Al framework ("Consent"). (b) The prospective investor has the ability to bear the financial risks associated with the investment. (c) The prospective investor has the necessary knowledge 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 oversi....

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....ry framework have been availed, shall not have the flexibility to withdraw their Consent. 5.3. The client agreement shall, inter-alia, provide the modalities for withdrawal of 'Consent' and consequences of the investor withdrawing the 'Consent'. Annexure A - List of Documents to be submitted by Applicant for accreditation The Applicant shall furnish self-certified copies of the following documents: Information In case of Individual / HUF Proof of Identity Documents to be submitted (a) Copy of PAN Card. (b) Copy of Aadhaar Card or Copy of Valid Passport. Proof of financial (a) Copies of Income Tax Return(s) of preceding one or three financial years, depending on desired validity of accreditation information (Number of years for which information provided financial is shall determine the validity of the accreditation) Proof of basis of valuation of assets (as applicable) Undertakings (b) Certificate from practicing chartered accountant stating net worth as on March 31 of one or three financial years preceding the date of application (c) Certificate from practicing chartered accountant s....

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.... 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) Declaration that: (a) The Applicant or its promoters/partners or directors are not wilful defaulters. (b) The promoters/partners or directors of the Applicant are not fugitive economic offenders. (c) The Applicant is not debarred from the securities market as on the date of application. (d) In case of a foreign investor, confirmation that it has not been restricted from accessing securities Page 65 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Information Other Documents In case of Trusts Documents to be submitted market by the country of jurisdiction where it is incorporated. (e) The submissions made to the Accreditation Agency are true and correct and if found incorrect, the Accreditation Agency reserves the right to reject the application or withdr....

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....if found incorrect, the Accreditation Agency reserves the right to reject the application or withdraw the accreditation, as applicable. Any other document as specified by the Accreditation Agency *********** Page 67 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annexure 9 Format for undertaking to be submitted by CEO (or equivalent role or position depending on the legal structure) of the manager of AIF and compliance officer of manager of AIF To, Securities and Exchange Board of India Dear Sir/Madam, Sub: Filing of draft placement memorandum of (name of LVF scheme), scheme of (name of AIF/proposed AIF) Based on the placement memorandum and supporting documents submitted by AIF/proposed AIF, we undertake that: 1. We have independently exercised due-diligence regarding information given in the placement memorandum, including the veracity and adequacy of disclosure made therein. 2. The AIF, its sponsor and manager are fit and proper p....

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....estors other than Al. Place: Date: Signature: {to be signed by CEO (or equivalent role or position depending on the legal structure) of the Manager of AIF and Compliance Officer of Manager of AIF} Enclosed: 1. 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 LVF scheme. 2. Annexure B - Information with respect to disclosures in the placement memorandum. Page 69 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 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, as applicable, to the proposed LVF Scheme S. No. Regulat ion Contents of the Regulation Wherever applicable, mention Section/ subsection along with pa....

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.... Continuing Interest Disclosure of investment made by Manager or Sponsor 10(f) Maximum Investors Page 71 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Wherever applicable, mention Section/ S. No. Regulat ion Contents of the Regulation 10(g) 11 To solicit or collect funds only by way of Private placement Placement Memorandum subsection along with page number of the placement memorandum where the Regulation has been complied with. Otherwise mention 'not applicable' or 'noted for compliance' 11(1) - Placement Memorandum / Information Memorandum 11(2) - Information about a) AIF b) Manager c) Background of key investment team of Manager d) Targeted investors e) Fees & all other expenses proposed to be charged f) Tenure of AIF/Scheme g) Condition/Limits on redemption h) Investment strategy i) Risk management tool & parameters employed j) Key service providers ....

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....mpany - Large value fund for Accredited Investor may invest up to 20% of investable funds or NAV in an Investee Company AIF not to offer their units to other AIFs if they are investing in units of other AIFS 15(1)(e) Approval of 75% of investors by value for investment in associate or units of AIF managed by Manager, sponsor or by Associates 15(1)(f) Investment of un-invested portion of investable funds and divestment proceeds pending for distribution to investors as prescribed in Regulations 15(1)(g) AIF to act as Nominated Investor 15(1)(h) 16 Investment by Category I and Category Il Alternative Investment Funds in the shares of entities listed on institutional trading platform Conditions for Category | Alternative Investment Funds 16(1)(a) Investment by Category | AIF 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 74 of 113 5-31 भारतीय प्रतिभूति और वà¤....

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....y in un- listed Companies or in units of Category I & II AIFs May not borrow funds & shall not engaged in leverage except for meeting temporary requirements May engage in hedging subject to guidelines as specified by the Board May buy or sell credit default swaps in terms of the conditions specified by the SEBI. May enter into agreement with Merchant Banker for market making Exemption to Category II AIFs exemption from certain provision of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 Conditions for Category III Alternative Investment Funds 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 76 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Wherever applicable, mention Section/ S. No. Regulat ion Contents of the Regulation ....

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....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 mention 'not applicable' or 'noted for compliance' 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 Page 78 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Wherever applicable, mention Section/ S. Regulat Contents of the Regulation No. ion subject to lock-in period as may be specified by the Board subsection along with page number of the ....

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....ll 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 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Wherever applicable, mention Section/ S. No. Regulat ion Contents of the Regulation 20(11) 20(12) 20(13) 20(14) 20(15) 20(16) 21 21(1) -Sponsor/Manager to appoint registered custodian if the corpus of AIF is more than 500 crore rupees –Category III AIF to appoint custodian irrespective of the size. -The custodian appointed by Category III AIF shall keep the custody of the securities and goods received in delivery against the physical settlement of commodity derivatives AIF to inform SEBI in case of any material change in information provide....

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....B) different Material risk as prescribed in AIF Regulations & how they are managed Page 82 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड 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 Regulation has been complied with. Otherwise mention 'not applicable' or 'noted for compliance' 22(i) 22(j) AIF to provide SEBI information for systemic risk purposes 23(1) AIF to provide valuation procedure and methodology to investors 23(2) 23(3) 24 225 25 27 27 28 29 Category I & II AIFs to undertake valuation of investment as prescribed in the Regulations Category III AIFs t....

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....irement of placement memorandum prescribed template. in If no, highlight the respective clauses sections/ 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड 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 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 wi....

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....rcing 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 भारतीय प्रतिभूति और विनिमय बोर्ड 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 exclud....

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....s been made regarding the disciplinary history in terms of para 2.1.5 and 2.1.6 of SEBI Master Circular for AIFs complete Note: (i) (ii) If any of the points above is not applicable to the proposed scheme, 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 भारतीय प्रतिभूति और विनिमय बोर्ड 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 (....

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....lations/sales functions. d. Policy for persons to recuse from decision making in case of the person having any actual/ potential conflict of interest in the transaction. e. Maintenance of records of minutes of decisions taken to address such conflicts. 3. Periodical review and update of such policy and public disclosure. 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 ....

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.... etc. The mechanisms for intervention may include meetings/discussions with the management for constructive resolution of the issue and in case of escalation thereof, meetings with the boards, collaboration with other investors, voting against decisions, etc. Various levels of intervention and circumstances in which escalation is required may be identified and disclosed. This may also include interaction with the companies 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 भारतीय प्रतिभूति और à....

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....s not constitute an invitation to manage the affairs of a company or preclude a decision of the institutional investor to sell a holding when it is in the best interest of clients or beneficiaries. Institutional investors shall report periodically on their stewardship activities in the following manner: 1. A report may be placed on website on implementation of every principle. Different principles may also be disclosed with different periodicities. E.g. Voting may be disclosed on quarterly basis while implementation of conflict of interest 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 भारतीय प्रतिभूति और विनिमय बोर्ड 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 Regul....

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.... applicable laws. (Signed by the investor or two authorized signatories of the investor) Page 94 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annexure 12 Format for submission of report on AIFs' activity to SEBI on a quarterly basis All AIFs shall submit report on their activity as an AIF to SEBI on quarterly basis within 10 calendar days from the end of each quarter in the formats as specified in Annexure 12 here. Page 95 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड 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 भारतीय ....

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....not more than one thousand Investors. Regulation 10(g): Whether the AIF has solicited or collected funds only by way of private placement. Regulation 11(2): Whether the placement memorandum contains all information as specified in Regulation 11(2) 10. Regulation 12: Whether the AIF has launched any new scheme during the year and in such case, whether the placement memorandum has been filed Page 98 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Sr. No Compliance with respect to Details of with SEBI atleast thirty days prior to launch of scheme along with the scheme fees. 11. Regulation 13(5) & 13(6): Whether there has been any extension of the tenure 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 ....

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....etails of compliance Any other comments Reporting Norms for Alternative Investment Funds (AIFs): Compliance with respect to: • Risk management and compliance Redemption norms • Prudential requirements 23. Compliance with circular No. CIR/IMD/DF/14/2014 June 19, 2014 dated Compliance with respect to: Disclosures placement memorandum in every clause under point (3) on 'Clarification on certain aspects of the AIF Regulations'. 24. Compliance with any other circular as issued/ may be issued by SEBI Page 101 of 113 5-3 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annexure 15 Term Sheet for Angel Funds A. Investment and Investee Company Related Information 1. Name of the Angel Fund 2. SEBI Registration No. 3. Name of Scheme 45 4. Name of investee company 5. Investee Company profile and Product details/ services 67 offered by the investee company Business/ in....

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....s of companies incorporated outside India A declaration from sponsor w.r.t. the angel investors satisfying the conditions specified in sub-regulation (2) of regulation 19A. A declaration that the manager/ sponsor have a continuing interest in the angel fund of not less than two and half percent of the corpus or fifty lakh rupees, whichever is lesser, and such interest is not through the waiver of management fees. {Regulation 19G(2)} Whether undertaking received from every angel investor confirming approval for investment, prior to making such investment {Regulation 19G(3)} C. Material changes Angel Fund shall submit details of material changes from the last PPM/ Term Sheet in the following tabular format: Provisions in the Material change PPM / last Term Rationale for change SEBI Date of intimation to date of sheet approval from SEBI Page 103 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annexure 16 Operational Guideline....

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....eters [besides those covered under (i) above]. Benchmarking Agency shall ensure that such performance benchmarking shall be based on objectively verifiable parameters like instrument of investment, tenure/vintage of the fund, focus sectors, etc. k) Benchmarking Agencies shall provide a Performance Benchmark Report to the individual AIFs/ Schemes vis-à-vis the industry benchmarks. 1) Each Benchmarking Agency shall clearly provide the basis of benchmarking of individual AIFs/ Schemes as well as calculation of the industry benchmark, along with the Benchmark Report. m) The performance data and benchmarks shall be reported in both INR and USD terms. Section B: n) Benchmarking Agencies may create customized Performance Reports, at the specific request of an AIF/ Scheme, in the following manner: (i) Identification of the set of AIFs that meet the particular criteria on which customized performance report is to be generated. (ii) Such identification may be either on the basis of self-attestation by the relevant AIFs or by independent verification by Benchmarking Agencies. (iii) Receipt of express consent of the AIFs whose data is....

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....iry of tenure. 3. Dissemination of financial information of Fund. Page 106 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 3.1. Net Asset Value of Fund/ Scheme. 3.2. Financial information of investee companies. 3.3. Information on performance of scheme/fund. 4. Disclosures with respect to material risks associated with the fund and its portfolio investments. 4.1. Any inquiries/ legal actions by legal or regulatory bodies in any jurisdiction. 4.2. Any material liability arising during the tenure of the fund. 4.3. Any breach of a provision of the PPM or any other agreement made with the investor or any other fund documents. 4.4. Intimation regarding any conflict of interest. 4.5. Risks associated with the portfolio, such as concentration risk, foreign exchange risk, leverage risk, realization risk, strategy risk, reputation risk, extra-financial risks such as social and corporate governance risks etc. at fund and investee company level. 5. Intimation ....

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....material liability arising during the Alternative Investment Fund's tenure g. Any breach of a provision of the placement memorandum or agreement made with the investor or any other fund documents h. İ. Any change in terms of Private Placement Memorandum /fund documents Intimation regarding conflict of interest in any As and when they arise or transaction seem likely to arise On consolidated basis within one month of end of each financial year 3. Complaint handling related services: a. Response to complaint received from investors Within 30 days from the date of receipt of complaint b. Redressal of investor complaint received from Within 30 days from the date of SEBI/ SCORES receipt of complaint E. Details of grievance redressal mechanism and how to access it. 1. Alternative Investment Funds are required to redress all investor complaints in timely manner. Page 108 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of In....

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.... प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 5. Responsibility to maintain confidentiality of information. 5.1. Investors shall not disclose any material non-public information that is received by virtue of being investors of the fund, except as may be guided by the terms of the fund documents. Page 110 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annexure 18 Complaints Data to be displayed by AIFs for each scheme 1. Investor complaints data for the quarter ending March/June/September/December) S.No. Investor Pending Received Resolved Total Complaints as at the received end of from the last quarter Pending Average complaints Resolution Λ Pending at the end of > 3months time ^ (in days) the quarter 1 Directly from Investors 2 SEBI (SCORES) 3 Other Sources (i....

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....registrations of AIFs and launch of schemes XI. R/P/2020/209 2020 XII. SEBI/HO/IMD/DF6/CI R/P/2021/004 January 08, Amendment to 2021 Regulation XIII. XIV. SEBI/HO/IMD/IMD- April 07, 2021 I/DOF6/CIR/2021/549 SEBI/HO/IMD- I/DF6/P/CIR/2021/58 20(6) of SEBI (AIF) Regulations, 2012 Regulatory reporting by AIFs June 25, 2021 4 Amendment (Alternative Investment Funds) Regulations, 2012 to SEBI Page 112 of 113 5-31 भारतीय प्रतिभूति और विनिमय बोर्ड S.No Circular No. Securities and Exchange Board of India Date circular of Subject of circular (Alternative Investment Funds) Regulations, 2012 XV. SEBI/HO/IMD/IMD- October 21, Modalities for filing of I/DF6/P/CIR/2021/64 2021 5 XVI. SEBI/HO/IMD/IMD- I/DOF6/P/CIR/2021/6 2021 placement memorandum through a Merchant Banker November 22, Clarifications amendment regarding to SEBI 63 XVII. SEBI/HO/IMD/IMD- I/DOF9/P/CIR/2021/6 2021 82 XVIII. SE....