TaxTMI 
TaxTMI 
Master Circular for Alternative Investment Funds (AIFs)
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....pecified under this Master Circular, the AIFs shall be required to independently comply with the other requirements specified by SEBI for market intermediaries such as the 'Levy of Goods & Services 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. With the issuance of this Master Circular, all the circulars mentioned in Annexure 17 of this Master Circular shall stand rescinded. 6. Notwithstanding such rescission: a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, including registrations or approvals granted, fees collected, regis....
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....ion related clarifications 13 Chapter 4 - Investment in AIFS.................. 14 Chapter 5 - Operational and prudential norms for Category III AIFS. .16 Chapter 6 - Norms for Special Situation Funds (SSF). .21 Chapter 7 - Guidelines for overseas investments by AIFs and related reporting............22 Chapter 8 - Investment in units of AIFS......... .25 - Chapter 9 – Participation of AIFs in Credit Default Swaps........... .26 Chapter 10 - Transaction in Corporate Bonds through Request for Quote (RFQ) platform by AIFS............. ..28 -------------- Chapter 11 - Other prudential and operational norms and related clarifications ........... 29 Chapter 12 - Framework for Accredited Investors ....... .31 -------------------------- Chapter 13 - Obligations of manager, sponsor and trustee of AIFs .34 Chapter 14 - Constitution of investment committee .37 Chapter 15 - Reporting by AIFS...... 38 Chapter 16 - Performance Benchmarking of AIFs 40 -------------- Chapter 17 - Investor Charter and Disclosure of complaints by AIFs 42 Chapter 18 - Collection of stamp duty on issue, transfer. .43 and sale of units of AIFs.............. .43 Chapter 19 - Ch....
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.... Funds) Regulations, 2012 Standard Setting Forum for AIFs SFA Page 5 of 126 1.1. 1.2. 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 1 – Online Filing System for AIFs¹ All applicants desirous of seeking registration as an Alternative Investment Fund ('AIF') are required to submit their applications only online, through the SEBI Intermediary Portal at https://siportal.sebi.gov.in. Further, all SEBI registered AIFs are required to file their compliance reports and submit applications for any request under the provisions of AIF Regulations and circulars issued thereunder, only through the SEBI Intermediary Portal. In case of any queries and clarifications, users may refer to the manual provided in the SEBI Intermediary Portal or contact the Portal Helpline as specified in the manual. 1 SEBI Circular No. SEBI/HO/IMD/DF1/CIR/P/2017/87 dated July 31, 2017 Page 6 of 126 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और....
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....BI Circular No. CIR/IMD/DF/16/2014 dated July 18, 2014 Page 7 of 126 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 b) Any disciplinary action taken by the Board or any other regulatory authority. In case of operational actions such as administrative warnings/deficiency letters, the same may be grouped together and summarized. However, if the investor seeks details of the summarized portion, the same shall be provided by the AIF to the investor. Any further litigations/cases, etc. as may arise in the course of the activities of the AIF shall be appropriately incorporated in the PPM and intimated to the investors. 2.1.6. With respect to disclosure of disciplinary history as per para 2.1.5 above, the same shall be applicable 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 b....
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....ose. 2.3.5. The First Close of Large Value Fund for Accredited Investors ("LVF") scheme shall be declared not later than 12 months from the date of grant of registration of the AIF or date of filing of PPM of scheme with SEBI, whichever is later. 2.3.6. 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 Record of First Time Managers' shall be optional. 5 SEBI circular No. SEBI/HO/AFD-1/POD/P/CIR/2022/155 dated November 17, 2022 6 SEBI Circular No. SEBI/HO/IMD/DF6/CIR/P/2020/24 dated February 05, 2020 and SEBI Circular No. SEBI/HO/IMD/DF6/CIR/P/2020/99 dated June 12, 2020 Page 9 of 126 5-31 à¤à¤¾à¤....
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..../DF/16/2014 dated July 18, 2014 8 SEBI circular No. SEBI/HO/IMD/IMD-I/DOF6/CIR/2021/549 dated April 07, 2021 Page 10 of 126 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 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 trusteeâ¹. 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 charg....
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....र विनिमय बोरà¥à¤¡ 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. 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 ....
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....estor, 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 beneficial owner as determined in terms of sub-rule (3) of rule 9 of the Prevention of Money-laundering (Maintenance of Records) Rules, 2005, 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 address the deficiencies. 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 and SEBI circular no. SEBI/HO/AFD/POD1/CIR/2024/2 dated January 11, 2024 Page 14 of 126 4.....
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....mit as provided under the AIF Regulations. 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 126 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 AIFs 16 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....
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....e total exposure of the fund for the purpose of computing leverage shall be the sum of the market value of all 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 no....
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.... SEBI providing name of the fund, the extent of breach and reasons for the same before 10 a.m. on the next working day. 20 SEBI circular No. CIR/IMD/DF/14/2014 dated June 19, 2014 Page 18 of 126 5.3. 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 shoul....
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....regularly reviewed by the Manager. The Manager shall take all necessary steps in order to resume normal operations as soon as possible 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. 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. 2....
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....ties of companies incorporated outside India subject to such conditions or guidelines that may be stipulated or issued by the 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 o....
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....ending on the availability in the overall limit of USD 1500 million. 7.2.3. In case an AIF who is allocated certain investment 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 four26 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. 26 SEBI circular no. SEBI/HO/AFD/POD/CIR/P/2023/137 dated August 04, 2023 Page 23 of 126 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 7.2.5. 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 invest....
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.... information in their PPMs: (i) Proposed allocation of investment in units of other AIFs; (ii) Out of total fees and expenses charged to investors of the AIF, portion of fees and expenses which may be attributed to investment in units of other AIFs; (iii) Process to be followed by the 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 29. 28 SEBI Circular No. SEBI/HO/IMD-I/DF6/P/CIR/2021/584 dated June 25, 2021 29 SEBI Circular No. CIR/IMD/DF/14/2014 dated June 19, 2014 Page 25 of 126 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....
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....3.4. Further, for Category II AIFs and Category III AIFs which sell CDS by earmarking securities in the manner as mentioned at para 9.2.2 above, in case the amount of earmarked securities falls below CDS exposure: a. The AIF shall send a report to custodian on the same day of the breach. 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....
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....nsor/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-Ã -vis other unit holders. 11.1.2. For the purpose of maintaining continuing interest 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 a....
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.... 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. 34 SEBI Circular No. SEBI/HO/AFD-1/POD/P/CIR/2022/155 dated November 17, 2022 Page 30 of 126 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 12 - Framework for Accr....
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....और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 12.7. Accreditation Agencies, which are also KYC Registration Agencies (KRAs), may access Know Your Customer (KYC) documents of applicants available with them in capacity of KRA and may also access the same from the database of other KRAS, for the purpose of accreditation. 12.8. The Accreditation agencies shall grant accreditation solely based on the KYC and the financial information of the applicants. 12.9. To this effect, the accreditation certificate issued by accreditation agencies shall include the following disclaimer: "the assessment of the applicant for accreditation is solely based on the applicant's KYC and financial information and does not in any manner exempt market intermediaries and pooled investment vehicles from carrying out necessary due diligence of the accredited investors at the time of on-boarding them as their clients." 12.10. The validity period of the accreditation certificate is, as under: 12.10.1. If the applicant meets the eligibility criteria for preceding one financial year, the accreditation certificate issued shal....
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..... 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. 12.14.2. 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. 12.14.3. 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 Circulars issued thereunder. 37 SEBI Circular No. SEBI/HO/AFD/RAC/CIR/2022/088 dated June 24, 2022 Page 33 of 126 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 13 – Obligations of manager, sponsor and trustee of AIFs 13.1. Appointme....
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....a 13.2.1. The custodian for a scheme of an AIF shall be appointed prior to the date of first investment of the scheme. 13.2.2. Existing schemes of Category I and II AIFs having corpus less than or equal to INR 500 crore and holding at least one investment as on January 12, 2024 shall appoint custodian on or before January 31, 2025. 13.2.3. In case of AIFs with custodians that are associates of their manager or sponsor, managers of such AIFs shall ensure compliance with Regulation 20(11A) of AIF Regulations on or before January 31, 2025. 13.2.4. The information necessary to ascertain compliance with the provisions of this sub-chapter shall be incorporated in the format for quarterly reporting by AIFs in SEBI Intermediary Portal (www.siportal.sebi.gov.in). The manager of AIF shall provide the requisite information accordingly while submitting the quarterly report to SEBI. 13.3. Code of conduct 40 13.3.1. 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 fr....
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....stitution of investment committee 43 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 C....
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....SEBI intermediary Portal. 15.1.3. The industry associations shall assist all AIFs in understanding the reporting requirements and in clarifying or resolving any issues which may arise in connection with reporting, to ensure accurate and timely reporting. 15.1.4. To keep pace with the fast-changing landscape of AIF industry and for policy and supervision purposes, the aforesaid reporting format shall be reviewed periodically by industry associations / any AIF Standard Setting Forum in consultation with SEBI. In case of any revisions in the reporting format, revised format shall be made available on websites of industry associations / the AIF Standard Setting Forum at least 1 month prior to end of the quarter. 15.2. Compliance Test Report (CTR) 45 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 12. 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. ....
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.... No. CIR/IMD/DF1/102/2018 dated June 29, 2018 47 SEBI Circular No. SEBI/HO/AFD/POD/CIR/2024/5 dated January 12, 2024 Page 39 of 126 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 16 – Performance Benchmarking of AIFs 48 16.1. Based on the request of the industry, it was considered appropriate that an industry benchmark be developed to compare the performance of AIF industry against other investment avenues, as well as global investment opportunities. 16.2. As the industry needs the flexibility to showcase its performance based on different criteria and benchmarking of performance of AIFs will help investors in assessing the performance of the AIF industry, it was decided to introduce: a) Mandatory benchmarking of the performance of AIFs (including Venture Capital Funds) and the AIF industry. b) A framework for facilitating the use of data collected by Benchmarking Agencies to provide customized performance reports. 16.3. In this regard, the following is mandated: 16.3.1. Any asso....
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....hmarking 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 as mentioned at para no.16.2 to 16.5 above shall not apply to Angel Funds registered under sub-category of Venture Capital Fund under Category I - AIF. Page 41 of 126 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 17 – Investor Charter and Disclosure of complaints by AIFs50 With a view to providing relevant information to investors about the various activities pertaining to AIFs, an Investor Charter has been prepared by SEBI. In this regard, it is specified as under: 17.1. The Investor Charter is a brief document containing details of services provided to investors, details of grieva....
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.....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, 1956 and Depositories Act, 1996 respectively, the respective Stock Exchange/authorized Clearing Corporation or a Depository is empowered to collect stamp duty as per the amended Indian Stamp Act, 1899 and the Rules made thereunder. 51 SEBI Circular No. SEBI/HO/IMD/DF6/CIR/P/2020/113 dated June 30, 2020 Page 43 of 126 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 19 - Change in Sponsor and/or Manager or Change in control of Sponsor and/or Manager of AIF 19.1. Fee for change in control of manager/sponsor or change in manager/sponsor of AIFs 52: In terms of Regulation 20(13) of AIF Regulations, in case of change of Sponsor or Manager, or change in control of the AIF, Sponsor or Manager,....
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....lving 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 seeking approval for the proposed change in control of the Sponsor and/or Manager of the AIF under Regulation 20(13) of AIF Regulations shall be filed with SEBI prior to filing the application with the NCLT; 19.2.2. Upon being satisfied with compliance of the applicable regulatory requirements, in-principle approval will be granted by SEBI; 19.2.3. The validity of such in-principle approval shall be three months from the date of issuance, within which the relevant application shall be made to NCLT; 19.2.4. Within 15 days from the date of order of NCLT, applicant shall submit the following documents to SEBI for final approval: (i) Application for the final approval; (ii) Copy of the NCLT Order approving the scheme; (iii) Copy of the approved scheme; (iv) Statement explaining modifications, if any, in the approved scheme vis-Ã -vis the draft scheme and the reasons for the same; and (v) Details of compliance with the conditions/ observations mentioned in the in-principle a....
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....ses + deferred expenditure not written off) Page 77 of 126 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 1.6. For the purpose of reckoning eligibility criteria, net worth of Trusts shall be calculated as under: Net worth = (Book value of all assets, other than intangible assets) - (Book value of total liabilities) 1.7. The eligibility of foreign investors to be accredited shall be determined on the basis of the rupee equivalent of their income and/ or net worth as applicable. 2. Procedure for Accreditation 2.1. For accreditation, the prospective Al (“Applicantâ€) shall make an application to the Accreditation Agency in the manner specified by the Accreditation Agency. Detailed documentation required for accreditation is provided at Annexure A given below. 2.2. Accreditation agencies, which are also KYC Registration Agencies (KRAs), may access Know Your Customer (KYC) documents of applicants available with them in capacity of KRA and may also access the same from the database of ....
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....ve investor has the ability to bear the financial risks associated with the investment. 4.2. The investment service provider shall independently verify the status of accreditation of the prospective investor from the concerned Accreditation Agency. Further, investment service 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 service provider shall disclose to the Al, details of the relevant conditions and regulatory concessions available for the proposed investment, applicable under the Al framework. 4.4. The client agreement between the investment service provider and Al shall, inter-alia, provide the following: (i) details of regulatory concessions agreed upon between the investor and the investment service provider, and the conditions for availing the same, and (ii) consequences, if any, in the event of the investor becoming ineligible to be an Al during the tenure of the said agreement. 5. Flexibility to investors to withdraw 'Consent' 5.1. Accredited Investors shall have the fl....
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....o apply for accreditation. In corporates/trusts Proof of financial information In case of Individual / a) Copies of Income Tax HUF/Sole Proprietorship/ Body Corporates/Trusts (Number of years for which financial information is provided shall determine the validity of the accreditation) Undertaking In case of Individual / HUF/ Sole Proprietorship/ Body Corporates/Trusts Acknowledgement (Only Return(s) or ITR in case of individuals/HUF/Family Trust/Sole Proprietorship), or, b) Copies of audited Financial Statements, or; c) Copies of Audited Financial Statements prepared by the statutory auditor for the current financial Year (Only in case the entity is incorporated in the same financial Year), or; d) Net worth Certificate from practicing chartered accountant. The latest net-worth certificate shall not be older than 6 months. (Calculation of Net worth to be given as an Annexure to the certificate.) Declaration from Applicant that: The submissions made to the Accreditation Agency are true and correct and if found incorrect, the application may be rejected. Other Documents* *Accreditation Agency may seek other documents to verify the genuineness o....
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....¿ और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 6. We have satisfied ourselves about the capability of the sponsor or manager to fulfil the requirement of maintaining continuing interest in the scheme as per Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. 7. We shall obtain copy of the Accreditation Certificate and an undertaking from the prospective investor to the effect that: a) The prospective investor wishes to avail benefits under the Al framework. 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 would not be subject to the same regulatory oversight as over investment products meant for investors other than Al. Place: Date: Signature: {to be signed by CEO (or equivalent role or position depending on the legal structure) of the Manage....
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....r of the placement memorandum where the Regulation has been complied with. Otherwise mention 'not applicable' or 'noted for compliance' 4(h) 4(i) - Investment objective - Targeted investors - Proposed corpus 4(j) 7 8(3) Chapter III - Investment style or strategy - Tenure of the fund or scheme Refusal of registration by the Board, if any Conditions of Certificate Implication when registration is refused Restrictions 9(1) 9(2) 10 10(a) - Investment Investment Strategy Conditions And Any material alteration to fund strategy Investment in Alternative Investment Fund Raise funds by way of issue of units 10 (aa) Issuance of units in dematerialised form 10(b) Minimum corpus 10(c) Minimum investment Minimum investment of 1 crore to not apply to an accredited investor 10(d) Continuing Interest Page 85 of 126 S. No. 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/ Regulati Contents of the Regulation on Disclosure of investment ....
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....7 of 126 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. Regulati Contents of the Regulation No. on 15(1)(d) 15 (1)(da) 15(1)(e) Large value fund for Accredited Investor may invest up to 50% of investable funds in an Investee Company Category III AIF Not more than 10% of investable funds or NAV in an Investee Company 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 Approval of 75% of investors by value for investment in associate or units of AIF managed by Manager, sponsor or by Associates 15(1)(ea) Approval of 75% of investors by value for buying or selling investments, from or to associates; or schemes of AIF managed by Manager, sponsor or their Associates; or an investor who has committed to invest at least 50% of the corpus of the scheme of AIF 15(1)(f) 15(1)(g) Investment of u....
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....provisions of SEBI (PIT) Regulations, 2015 Social Venture Fund investment- 75% of investable funds in un-listed securities or partnership interest of social ventures or social enterprises May accept grants not less than 25 lakh rupees -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 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) (c) 16(5)(a) Infrastructure Funds investment - for at least 75% of investable funds 16(5)(b) Permissible other investments 17 Conditions for Category II Alternative Investment Funds 17(a) Category II AIFs to invest primarily in un-listed Companies or in units of Category I & II AIFs 17(c) May not borrow funds & shall not engaged in leverage except for meeting temporary requirements Page 90 of 126 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥....
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....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 Page 92 of 126 Wherever applicable, mention Section/ subsection along with page number of the placement memorandum where the Regulation has been complied with. Otherwise mention 'not applicable' or 'noted for compliance' 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. Regulati Contents of the Regulation No. on Prohibition of Listing Chapter III-B - Special Situation Funds 19H 4 19(J) 19(K) 19(L) 19(M)(1) 19(M)(2) 5 Chapter Applicability Registration of special situation funds Investment in special situation funds. Special situation funds shall invest only in special situation assets and may act as a resolution applicant under the Insolvency....
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....has furnished a waiver to the 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 94 of 126 S. No. 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/ Regulati Contents of the Regulation on 20(9) 20(10) 20(11) 20(11A) 20(12) 20(13) 20(14) 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 -Sponsor/Manager to appoint registered custodian for safekeeping of securities of the AIF. -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 An associate of sponsor/manager may act as ....
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....ntents of the Regulation on to be disclosed periodically to the investors any fees ascribed or charged 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(b) 22(c) Any enquiry/legal action as and when occurred 22(d) Any material liability during the tenure of AIF 22(e) Any breach of provisions of Placement Memorandum or Agreement 22(f) 22(g) 22(h) 22(i) 22(j) 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 following information; including A) Financial information of Investee Company B) different Material risk as prescribed in AIF Regulations & how they are managed 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 AIF to provide SEBI information for systemic risk purposes Page 97 of 126 S. No. 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚à....
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.... विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure B Information with respect to disclosures in the placement memorandum S. Particulars No. Yes/ Remarks No (Also provide the respective page number of placement memorandum 1. Whether it is stated in the placement memorandum that the LVF scheme shall be placed only before Accredited Investors having valid accreditation certificate from SEBI recognized Accreditation Agency or Deemed Als as per SEBI AIF Regulations. 2. 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 3. Whether Sponsor and Manager of the scheme is same as Sponsor and Manager of AIF 4. 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 5. 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 S....
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....¤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) Chapter 8 of SEBI Master Circular for AIFs 15. 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 16. Whether it is verified that all members of key investment team are employees or partners or directors (as applicable) of the manager 17. Whether it is verified the key investment team satisfies the experience and professional qualification criteria provided under AIF Regulations 18. Whether the manager has constituted or proposes to constitute an investment committee (by whatever name called) to approve decisions of the scheme 19. If the investment committee (as specified in Regulation 20(7) of AIF Regulations) is approving authority, whether: (a) it is stated that the functioning of the investment committee shall be in compliance wit....
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.... of India S. Particulars No. Yes/ Remarks No (Also provide the respective page number of placement memorandum 28. 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 29. Whether specific instances are disclosed under which in-specie distribution / distribution in kind may be made 30. 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 31. Whether it is disclosed that the manager will establish written down conflict management policy and whether timeline for adopting such policy has been provided 32. Whether the distribution waterfall illustrations have been provided for different scenarios wherever applicable) If yes, whether it is verified that the illustrations accurate are and 33. Whether necessary disclosure has been made regarding the disciplinary history in terms of para 2.1.5 and....
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....rest of the client/beneficiary is placed before the interest of the entity. The policy should also address how matters are handled when the interests of clients or beneficiaries diverge from each other. The conflict of interest policy formulated shall, among other aspects, address the following: 1. Identifying possible situations where conflict of interest may arise. E.g. in case of investee companies being associates of the entity. Page 105 of 126 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. Procedures put in place by the entity in case such conflict of interest situations arise which may, inter alia, include: a. Blanket bans on investments in certain cases b. Having a 'Conflict of Interest' Committee to which such matters may be referred to. c. Clear segregation of voting function and client relations/ 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....
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....lear policy on intervention in their investee companies. Institutional investors should also have a clear policy for collaboration with other institutional investors where required, to preserve the interests of the ultimate investors, which should be disclosed. Guidance Institutional investors should have a clear policy identifying the circumstances for active intervention in the investee companies and the manner of such intervention. The policy should also involve regular assessment of the outcomes of such intervention. Intervention should be considered even when a passive investment policy is followed or if the volume of investment is low, if the circumstances so demand. Circumstances for intervention may, inter alia, include poor financial performance of the company, corporate governance related practices, remuneration, strategy, ESG risks, leadership issues, litigation 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 circ....
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....closures on: a. Scope of such services b. Details of service providers c. Extent to which the investors rely upon/use recommendations made by such services Principle 6 Institutional investors should report periodically on their stewardship activities. Page 108 of 126 Guidance 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 Institutional investors shall report to their clients/ beneficiaries periodically on how they have fulfilled their stewardship responsibilities as per their policy in an easy-to- understand format. However, it may be noted that the compliance with the aforesaid principles does 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 ....
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....SEBI (AIF) Regulations, 2012, and other internal policies of the (name of the AIF/Scheme), as applicable. 7. Notwithstanding the waiver granted herein, if any contractual responsibility is cast on the members of investment committee in terms of the provisions of the fund documents, they shall not be absolved from such responsibilities. 8. Further, we understand that (Name of Manager), the manager of (name of the AIF/Scheme) shall at all times be responsible for ensuring that the investments of (name of the AIF/Scheme) are in compliance with the provisions of SEBI (AIF) Regulations, the terms of the placement memorandum, agreement with the undersigned, other fund documents and applicable laws. (Signed by the investor or two authorized signatories of the investor) Page 110 of 126 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: Format of Compliance Test Reports (CTRs) CTR for the Year: Contact details of the compliance officer: Sr. No Compliance with respect to Details....
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....निमय बोरà¥à¤¡ Securities and Exchange Board of India Sr. No Compliance with respect to Details of memorandum has been filed with SEBI at least 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 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 compliance Any other comments (Separate compliance for every clause....
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....ge Board of India 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 4. 345 Name of investee company Investee Company profile and Product details/ services offered by the investee company Business/ industry details of the Investee company Present Investment size/ Amount of the offering Investment highlights 7. པ[གྲྠ6. 8. 9. 10. Capital drawn by the fund 11. Total Capital Commitment by investors 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 12. 13. 14. 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. Annexure 13 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....
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....¤° विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure 14 Operational Guidelines for implementation of Performance Benchmarking Section A: a) Performance Benchmarking shall be done on a half yearly basis based on the data as on September 30 and March 31 of each year. b) AIFs/ Schemes that 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 investme....
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....xpress consent of the AIFs whose data is needed for creating such report. (iv) Preparation of customized performance reports may be a fee-based service, as decided mutually between the AIFs and the Benchmarking Agencies. (v) Customized performance reports thus generated shall be called "Performance Report†as against the nomenclature “Benchmark Report", which shall be used for the standard benchmark reports generated based on SEBI mandate. Page 119 of 126 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 15 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 capaci....
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.... Bank account details - Address of AIF or its Manager or Sponsor Contact details such as email-id, contact number, etc. of AIF or its Manager or Sponsor 6. Grievance redressal 6.1. Redressal of investor complaints received directly from investors and/ or from SEBI / SCORES. D. Timelines of the activity/services provided to investors: Sr. No. Description of activity/services provided Timeline for completion of by Alternative Investment Funds (AIFs) to activity its investors Valuation related disclosures: 1. a. Valuation of investment by Category I and II Alternative Investment Fund Page 121 of 126 At least once every six months. Can be extended to once a year with approval of 75% of its investors by value of investment. 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 b. Disclosure of NAV of scheme(s) of the Category III Alternative Investment Fund Close ended fund - quarterly basis Open ended fund -monthly basis 2. Transparency related disclosures: a. Disclosure of financial i....
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....ative Investment Fund. 3. Investors can also approach SEBI for redressal of their complaints through SEBI SCORES platform. On receipt of complaints, SEBI takes up the matter with the concerned AIF. 4. Investors may send their complaints to: Office of Investor Assistance and Education, Securities and Exchange Board of India, SEBI Bhavan. Plot No. C4- A, G Block, 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.....