TaxTMI 
TaxTMI 
Master Circular for Alternative Investment Funds (AIFs)
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....he provisions of such circulars issued till May 31, 2026 have been incorporated in this Master Circular, which supersedes the Master Circular for AIFs dated May 07, 2024. 3. With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in Annexure 21 to this Master Circular shall stand rescinded to the extent they relate to AIFs. 4. Notwithstanding such rescission: a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b) any application made to SEBI under the rescinded circulars prior to such rescission, and pending before it, shall be deemed to have been made under the corresponding provisions of this Master Circular; and c) the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any ....
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....anager of AIFs 50 Chapter 14 - Guidelines for Category I and II AIFs on borrowing and creation of encumbrance on equity of investee companies. 53 Chapter 15 - Guidelines with respect to excusing or excluding an investor from an investment of AIF 56 S=31 Chapter 16 - Direct plan for schemes of AIFs and trail model for distribution commission in AIFs 57 G. GOVERNANCE NORMS AND OBLIGATIONS Chapter 17 - Obligations of manager, sponsor, investment committee and trustee of AIFs 58 Chapter 18 - Standardised approach to valuation of investment portfolio of AIFs ........ 61 Chapter 19 - Pro-rata and pari-passu rights of investors of AIFs 64 Chapter 20 - Specific due diligence of investors and investments of AIFs 68 H. REPORTING AND DISCLOSURE REQUIREMENTS FOR AIFs Chapter 21 - Periodic reporting requirements for AIFs 72 Chapter 22 - Performance Benchmarking of AIFs. 76 I. WINDING UP OF SCHEMES AND FACILITIES FOR DEALING WITH UNLIQUIDATED INVESTMENTS Chapter 23 - Flexibility to AIFs and their investors to deal with unliquidated investments of their schemes. 80 Chapter 24 - Modalities for migration of Ventu....
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....d Family HUF International Organization of Securities Commissions IOSCO Know Your Client KYC Large Value Fund for Accredited Investors LVF Multilateral Memorandum of Understanding MMOU Net Asset Value NAV Permanent Account Number PAN Prevention of Money Laundering Act PMLA Private Placement Memorandum PPM Qualified Institutional Buyer QIB Reserve Bank of India RBI Securities and Exchange Board of India SEBI Securities and Exchange Board of India Act, 1992 SEBI Act SEBI Intermediary portal SI portal Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 AIF Regulations Standard Setting Forum for AIFs SFA Special Situation Fund SSF S=31 A. REGISTRATION AND LAUNCH OF AIF SCHEMES Chapter 1 - Requirements and clarifications pertaining to registration of AIFs 1.1. Online Filing System for AIFs1 - 1.1.1. 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 application....
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....east one key personnel, amongst the associated persons functioning in the key investment team of the Manager of Category III Alternative Investment Fund, shall obtain certification from the National Institute of Securities Market by passing either the NISM Series-XIX-C: Alternative Investment Fund Managers Certification Examination as mentioned in the communiqué No. NISM/ Certification/ Series-XIX-C: Alternative Investment Fund Managers/ 2024/01 dated January 10, 2024 or the NISM Series-XIX-E: Category III Alternative Investment Fund Managers Certification Examination as mentioned in the communiqué No. NISM/ Certification/ Series-XIX-E: Category III Alternative Investment Fund Managers/2025/02 dated April 29, 2025, issued by the National Institute of Securities Market." 1.2.3. The requirement for at least one key personnel of the key investment team of manager of AIF to obtain the aforesaid certification, shall be applicable as an eligibility criterion to all the applications for registration of AIFs and launch of schemes by AIFs. 1.3. In-principle approval3 1.3.1. With respect to an in-principle approval granted to an applicant, in case the registered trust deed or ....
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.... stress and to generally enhance secondary market liquidity by creating a permanent institutional framework for activation in times of market stress. 1.5.2. While a separate framework has been laid down for CDMDF under chapter III-C of Regulation 19 of AIF Regulations, the fund has been set-up with the broader economic objective of development of corporate bond market, inter-alia, to act as a Backstop facility during times of market stress. 1.5.3. In view of the above, it is clarified that CDMDF falls under Category I AIF in terms of Regulation 3(4)(a) of AIF Regulations. 5 SEBI circular No. SEBI/HO/IMD/PoD2/P/CIR/2024/174 dated December 13, 2024 S=31 Chapter 2 - Filing of PPM for launch of AIF scheme 2.1. Template(s) for PPM6 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. ....
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....mic offences or civil offences, adverse findings with respect to compliance with securities laws, penalties levied, disputed tax liabilities, etc. b) Any disciplinary action taken by SEBI 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. 2.2.3. With respect to disclosure of disciplinary history as per para 2.2.2 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 INR 5 lakh. 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. 2.3. Disclosure of Investor Charter and Investor complaints in PPM9 With a view to providing relevan....
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.... it is clarified that AIFs can proceed with launch of such schemes from the date of grant of SEBI registration (or) after 30 days of filing of application with SEBI, whichever is later. 2.4.2. Comments, if any, provided by SEBI during this period of 30 days shall be complied with by Merchant Banker/ AIF prior to launch of the scheme/ circulation of PPM. 2.4.3. PPM of non-LVF schemes shall be filed, at the time of registration or prior to launch of new scheme, on SEBI Intermediary portal along with the following documents in addition to payment of applicable (scheme) fee: (i) ) Duly signed Merchant Banker Due Diligence Certificate in the format as given at Annexure 6. 10 SEBI Circular No. SEBI/HO/IMD/IMD-I/DF6/P/CIR/2021/645 dated October 21, 2021 and SEBI Circular no. HO/19/19/11(2)2026-AFD-RAC2 I/10624/2026 dated April 30, 2026 SZ31 (ii) Duly signed Fit and Proper declarations with respect to the AIF, Sponsor, Manager of the AIF as specified in Schedule II of SEBI (Intermediaries) Regulations, 2008; (iii) Sponsor / Manager declarations with respect to minimum conti interest commitment in AIF/scheme; continuing (iv) Copies of PANs of AIF, its scheme (if a....
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....ies shall be liable for action. 2.4.7. Any new scheme proposed to be launched as an AI only scheme shall have the words 'AI only fund' or 'AIOF' added to the scheme name at the end (For example, 'Xyz AI only fund' or 'Xyz AIOF')11. 2.5. Modalities for filing of PPM and launch of LVF schemes12 Pursuant to introduction of framework for "Accredited Investors" in the securities market, AIF Regulations have been amended to provide certain relaxations from regulatory requirements to - (i) AIF schemes limited exclusively to Accredited Investors only (AI- only schemes) and (ii) 'Large Value Fund for Accredited Investors' (LVF), an AI only scheme, where each investor invests not less than INR 25 crore. With respect to launch of LVF schemes, the following is specified - 2.5.1. In terms of proviso to Regulation 12(2) and 12(3) of AIF Regulations, LVFs are exempt from filing their PPM with SEBI through Merchant Banker and incorporating comments of SEBI, if any, in their PPM i.e. LVFs can launch their scheme under intimation to SEBI. 2.5.2. While filing the PPM for LVF schemes with SEBI, a duly signed and stamped undertaking by Ch....
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....ding investors to AIFs14 3.1.1. In terms of Regulation 10(a) of AIF Regulations, AIFs may raise funds from any investor whether Indian, foreign or non-resident Indians, by way of issue of units. At the time of on-boarding investors, the manager of an AIF shall ensure the following: a) Foreign investor of the AIF is a resident of the country whose securities market regulator is a signatory to the International Organization of Securities Commissions Multilateral Memorandum of Understanding (Appendix A Signatory) or a signatory to the bilateral Memorandum of Understanding with SEBI. For the purpose of the aforesaid clause, "Bilateral Memorandum of Understanding with SEBI" shall mean a bilateral Memorandum of Understanding between SEBI 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 SEBI 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. (b) The investor, or its beneficial owner as ....
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.... may accept the following as joint investors for the purpose of investment of not less than the minimum investment amount as specified in AIF Regulations for respective category/sub-category of AIF: (i) An investor and his/her spouse (ii) An investor and his/her parent (iii) An investor and his/her daughter/son With respect to the above investors, not more than 2 persons shall act as joint- investors in an AIF. In case of any other investors acting as joint-investors, for every 15 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 16 SEBI Circular No. CIR/IMD/DF/10/2013 dated July 29, 2013 17 SEBI Circular No. CIR/IMD/DF/7/2015 dated October 01, 2015 18 SEBI Circular No. CIR/IMD/DF/7/2015 dated October 01, 2015 19 SEBI Circular No. SEBI/HO/IMD/DF6/CIR/P/2020/24 dated February 05, 2020 S=31 investor, the minimum investment amount, as specified in AIF Regulations for respective category/sub-category of AIF, shall apply. Each of the joint investor shall contribute towards the AIF/scheme of AIF. 3.2.6. With respect to units of AIF issued to the employees of the manager of the AIF for ....
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.... specified: 20 SEBI Circular No. SEBI/HO/IMD-I/DF6/P/CIR/2021/584 dated June 25, 2021 21 SEBI Circular No. CIR/IMD/DF/14/2014 dated June 19, 2014 22 SEBI Circular No. SEBI/HO/AFD/PoD/CIR/2023/15 dated January 12, 2023 S=31 Conditions applicable to Category I, II and III AIFs for buying CDS - 4.2.1. Category I AIFs and Category II AIFs may buy CDS on underlying investment in debt securities, only for the purpose of hedging. 4.2.2. Category III AIFs may buy CDS for the purpose of hedging or otherwise, within permissible leverage as specified in para 7.2 of this Master Circular. Conditions applicable to Category II and III AIFs for selling CDS - 4.2.3. Category III AIFs may sell CDS, subject to the condition that effective leverage undertaken is within the permissible limits as specified in para 7.2 of this Master Circular. 4.2.4. 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 ma....
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....orm. 4.3.2. 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 October 15, 2025, 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-to-one' mode. 4.4. Clarifications related to investments by AIFs24 4.4.1. 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. 4.4.2. With respect to Regulation 17(a) of the AIF Regulations, i....
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....ss in addressing the deficiencies or has not committed to an action plan developed with FATF to address the deficiencies. 5.1.6. These investments would be subject to Foreign Exchange Management (Overseas Investment) Rules, 2022, Foreign Exchange Management (Overseas Investment) Regulations, 2022 and Master Direction - Overseas Investment' dated July 24, 2024, including amendments thereof and related directions issued by RBI from time 25 SEBI Circular No. SEBI/HO/AFD-1/PoD/CIR/P/2022/108 dated August 17, 2022, SEBI Circular No. SEBI/HO/IMD/DF1/CIR/P/2018/103/2018 dated July 03, 2018 and SEBI Circular No. CIR/IMD/DF/7/2015 dated October 1, 2015 S=31 to time. Further, AIFs shall adhere to FEMA, 1999, its Rules, Regulations and Directions issued by the Government/ RBI from time to time. 5.1.7. AIFs shall not invest in Joint venture/Wholly Owned Subsidiary while making overseas investments. 5.1.8. 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. 5.1.9. AIFs shall transfer/sell ....
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....not utilized a part of the overseas limit within the validity period, the same shall be reported within 2 working days after expiry of the validity period; (c) In case an AIF/ 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. 5.3.3. AIFs shall furnish the sale/divestment details of the overseas investments to SEBI in the format given at Annexure 9 within 3 working days of the divestment, by emailing to [email protected], for updating the overall limit available for overseas investment by AIFs. 27 SEBI circular no. SEBI/HO/AFD/PoD/CIR/P/2023/137 dated August 04, 2023 SZ31 Chapter 6 - Framework for AIFs to make co-investment within the AIF structure 28 AIF Regulations permit Category I and Category II AIFs to offer co-investment facility to Accredited Investors by launching a separate co-investment scheme ("CIV scheme") within AIF Regulations. This is in addition to the co-investment facilitated to investors of AIFs through Co- investment Portfolio Managers under SEBI (Portfolio Managers) Regulations, 2020 ("PMS route").....
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....company cannot receive investments from such investor directly. 6.1.7. CIV Scheme shall not borrow funds directly or indirectly or engage in any kind of leverage. 6.1.8. Investors of a CIV scheme shall have rights in the investment of the CIV scheme and in the distribution of proceeds of the investment, pro-rata to their contribution to the CIV scheme, except to the extent carried interest (or additional return or whatever name it is called) is shared with the sponsor or manager of the AIF or employees/directors/partners of the manager of AIF. 6.1.9. Any expenses associated with co-investment, shall be shared proportionately between the scheme of AIF and CIV scheme in the ratio of their investments. 6.1.10. CIV scheme shall be subject to implementation standards, if any, formulated by Standard Setting Forum of AIF ('SFA'), in consultation with SEBI, to ensure that the investment by CIV scheme are made for bona-fide purposes and that the flexibility extended in this regard is not misused. 6.2. The implementation standards, if any, formulated by SFA in consultation with SEBI, shall be adopted by AIFs, Managers of AIFs and their Key Management Personnel for co....
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....exposure to the NAV of the AIF. 29 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF6/P/CIR/2022/0000000037 dated March 28, 2022 30 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF6/P/CIR/2021/663 dated Nov 22, 2021 31 SEBI Circular No. CIR/IMD/DF/10/2013 dated July 29, 2013 S=31 7.2.2. Leverage shall be calculated as under: Total exposure {Longs+Shorts (after offsetting as permitted)} Leverage= Net Asset Value (NAV) 7.2.3. 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 INR 100 crore, its exposure (Longs + shorts) after offsetting positions as permitted shall not exceed INR 200 crore. 7.2.4. 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 AIFs32. Calculation of exposure and NAV 7.2.5. The 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 ....
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....ch of limit during the day, by the end of the same day. ii) The AIF shall send a report to all its investors 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 investors by the AIF by end of the day on which the exposure was squared off. b. Obligation of custodian: (i) The custodian shall report to SEBI providing name of the fund, the extent of breach and reasons for the same before 10 a.m. on the next working day. 33 SEBI Circular No. CIR/IMD/DF/10/2013 dated July 29, 2013 34 SEBI circular No. CIR/IMD/DF/14/2014 dated June 19, 2014 SZ31 (ii) 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. 7.4. Risk Management and Compliance35 All Category III AIFs ....
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....lusively in the best interest of investors of the AIF, or (b) if the suspension is required under the AIF regulations or required by SEBI. 7.5.6. 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. 7.5.7. The decision by the Manager to suspend redemptions, in particular the reasons for the suspension and the planned actions shall be appropriately documented and communicated to SEBI and to the investors. 7.5.8. The suspension shall be 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. 7.5.9. 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. 7.6. Breach in corpus of open ended schemes of Category III AIFs37 For the purpose of Regulation 10(b) of AIF Regulations, in cas....
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.... by holding a valid accreditation certificate or by meeting the criteria for deemed Accredited Investor as specified in Regulation 2(1)(ab) of AIF Regulations. 8.2. In terms of Regulation 19D(6) of AIF Regulations, an Angel Fund shall on-board at least five Accredited Investors before declaring its first close in the manner as may be specified by SEBI from time to time. In this regard, the following is specified - 8.2.1. The first close of an Angel Fund shall be declared not later than 12 months from the date on which the AIF becomes eligible to launch its scheme as stated at para 2.4.1 of this Master circular39. 38 SEBI circular dated SEBI/HO/AFD/AFD-POD-1/P/CIR/2025/128 dated September 10, 2025 and SEBI circular dated SEBI/HO/AFD/AFD-POD-1/P/CIR/2025/136 dated October 15, 2025 39 SEBI circular No. HO/19/19/11(2)2026-AFD-RAC2 I/10624/2026 dated April 30, 2026 SZ31 8.2.2. Existing Angel Funds as on September 10, 2025, which have not yet declared first close, shall do so on or before September 08, 2026. 8.2.3. In case the first close of an Angel Fund is not declared within the timeline specified above, the Angel Fund shall refile the PPM with SEBI as per applica....
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....one year. 8.5.2. The aforesaid lock-in requirement shall be for a period of six months if the exit from the investment by Angel Fund is by way of sale to a third party, that is, excluding buy-back by the investee company or purchase by its promoters or their associates. Any such sale shall be subject to terms of Articles of Association of the investee company. 8.6. In terms of Regulation 19F(7) of AIF Regulations, Angel Funds may invest in the securities of companies incorporated outside India subject to such conditions or guidelines that may be stipulated or issued by the Reserve Bank of India and SEBI from time to time. In this regard, the following is specified - 8.6.1. For the purpose of overseas investments, the 25% limit as prescribed under para 5.1.3 of this Master Circular shall be calculated based on the total investments (at cost) held by the Angel Fund as on date of the application to SEBI for overseas investment. 8.6.2. All other conditions and modalities specified under Chapter 5 -of this Master Circular continue to remain applicable to Angel Funds. Offering and allocation of investment opportunities by Angel Funds - 8.7. In terms of Regulation 19G(4)....
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....quirements of carrying out PPM audit as given at para 8.10 above and reporting information to benchmarking agencies as given at para 8.11 above shall be applicable to Angel Funds from Financial Year 2025-26 onwards. 8.13. Unless specified otherwise, any limit/condition applicable to Angel Funds under AIF Regulations and circulars issued thereunder and calculated based on corpus/ investable funds, shall be calculated based on the total investments made by the Angel Fund (at cost). 8.14. In this regard, with respect to Chapter 20 -of this Master Circular on 'Specific due- diligence of investors and investments of AIFs', it is further clarified that the thresholds specified in para 20.3.2(a), 20.4.2(a), 20.5.1(a) and 20.7.2(a) of the said chapter shall be calculated at each investment level, based on contribution of investors to a particular investment (instead of calculating based on corpus at fund level). S=31 Chapter 9 - Norms for Special Situation Funds40 Chapter III-B of Regulation 19 of AIF Regulations prescribes the framework for Special Situation Fund ('SSF'), a sub-category under Category I AIF, which shall invest in 'special situation ....
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....work for Accredited Investors (AIs), AIs 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 framework and modalities for accreditation are given in this chapter. 10.1. Accreditation Agency 10.1.1. Persons desirous of being reckoned as AIs 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 responsibilities as may be specified by SEBI from time to time. 10.1.2. Accreditation Agencies shall have the requisite infrastructure includ....
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....l assets. (b) Partnership Firms set up under the Indian Partnership Act, 1932 in which each partner independently meets the criteria for accreditation. (c) Trusts (other than family trusts) with net worth greater than or equal to INR 50 Crore. (d) Body Corporates with net worth greater than or equal to INR 50 Crore. 10.2.2. Foreign investor incorporated/established in form other than those mentioned at para 10.2.1 above shall be subject to eligibility criteria as applicable to Body Corporates. S=31 10.2.3. 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. 10.2.4. In case of investments held jointly by more than one individual, the following conditions shall apply for eligibility as AI: (a) Where the joint holders are parent(s) & child(ren), at least one person should independently fulfil the eligibility criteria for AI. (b) Where the joint holders are spouses, their combined income/ net worth should meet the eligibility criteria for AI. 10.2.5. For the purpose of re....
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....g the risks associated with the investment. (c) The prospective investor is aware that investments by AIs may not be subject to the same regulatory oversight as applicable to investment by other investors. (d) The prospective investor has the ability to bear the financial risks associated with the investment. 10.5.2. 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 10.5.1 above. 10.5.3. Prior to entering into a client agreement with an AI, the investment service provider shall disclose to the AI, details of the relevant conditions and regulatory concessions available for the proposed investment, applicable under the AI framework. 10.5.4. The client agreement between the investment service provider and AI shall, inter- alia, provide the following: (a) details of regulatory concessions agreed upon between the investor and the investment service provider, and the conditions for availing t....
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....ircular no. HO/19/34/11(9)2025-AFD-POD1/I/2286/2026 dated January 09, 2026 S=31 F. OPERATIONAL MODALITIES Chapter 11 - Dematerialisation of units and investments of AIFs and collection of stamp duty on units of AIFs 11.1. Issuance of units of AIFs in dematerialised form43: In terms of Regulation 10(aa) of AIF Regulations, AIFs shall issue units in dematerialised form subject to the conditions specified by SEBI from time to time. In this regard, it is specified that the terms of transfer of units of AIF held by an investor in dematerialised form shall continue to be governed by the terms of PPM, agreements entered between the AIF and the investors and any other fund documents. 11.2. Credit of units of AIFs in dematerialised form44: 11.2.1. The following timeline and requirement was mandated with respect to issuance and credit of units of AIFs in demat form, for AIFs/schemes of AIFs as on December 11, 2023: Details Schemes with corpus ≥ INR 500 crore as on Oct 31, 2023 Schemes with corpus < INR 500 crore as on Oct 31, 2023 and schemes launched after Oct 31, 2023 irrespective of corpus Investors who Units issued after Oct 31, 2023, shall be in demat form....
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....ch investors and credited to the Aggregate Escrow Demat Account. (c) As and when such investors provide their demat account details to the AIF, their units held in Aggregate Escrow Demat Account shall be transferred to the respective investors' demat accounts within 5 working days. No transfer of units of AIFs from/within Aggregate Escrow Demat Account shall be allowed, other than for the aforesaid purpose. S=31 (d) Units of AIFs held in Aggregate Escrow Demat Account can be redeemed and proceeds shall be distributed to respective investors' bank accounts with full audit trail of the same. (e) Managers of AIFs shall maintain investor-wise KYC details of units held in Aggregate Escrow Demat Account, including name, PAN and bank account details, along with audit trail of the transactions. The same shall also be reported to Depositories and Custodians on a monthly basis. (f) For this purpose, AIF industry shall adopt implementation standards as formulated by the SFA and depositories jointly, in consultation with SEBI, for compliance with the provisions of this Chapter. Such standards shall, inter-alia, include formats for information/ records to be maintained ....
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....ing displayed: "Net Asset Value (NAV) being shown is on the basis of valuation methodology and accounting practice followed by your respective AIF. This is an indicative NAV. For more details, please refer to your statement of accounts and fund documents." 11.4.5. bring the provisions of this chapter to the notice of their members / participants and also disseminate the same on their websites. 11.5. Collection of stamp duty on issue, transfer and sale of units of AIFs47 11.5.1. Government vide Gazette notification S.O.116(E) dated January 08, 2020 notified the "Registrars to an Issue and/or Share Transfer Agents" (RTA) registered under the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 as a "depository" for the limited purposes of acting as a "collecting agent" under the Indian Stamp Act, 1899 and the Rules made thereunder, only in case of instruments of transaction otherwise than through a recognized stock exchange or depository. 11.5.2. 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 46 SEB....
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....gulations. 48 SEBI Circular No. SEBI/HO/AFD/PoD/CIR/2024/5 dated January 12, 2024 and SEBI circular no. SEBI/HO/AFD/PoD-1/P/CIR/2025/17 dated February 14, 2025 S=31 Chapter 12 - Timeline for first close and calculation of tenure of AIFs 12.1. Timeline for declaration of First Close of schemes of AIFs (Validity of PPM)49 In terms of Regulation 12(4) of AIF Regulations, the first close of the scheme shall be declared by an AIF in the manner as may be specified by SEBI from time to time. In this regard, the following is specified: 12.1.1. The First Close of a scheme shall be declared not later than 12 months from the date on which the AIF becomes eligible to launch its scheme as stated at para 2.4.1 of this Master circular50. 12.1.2. In case of open ended schemes of Category III AIFs, the First Close shall refer to the close of their Initial Offer Period. 12.1.3. Corpus of the scheme at the time of declaring its First Close shall not be less than the minimum corpus specified in AIF Regulations for the respective category/sub- category of the AIF. 12.1.4. The commitment provided by sponsor or manager at the time of declaration of First Close, to the extent to....
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....er shall be complied with. Such changes shall include, but not be limited to the following: (a) Change in sponsor/manager (not including an internal restructuring within the group), (b) Change in control of sponsor/manager, (c) Change in fee structure or hurdle rate which may result in higher fees being charged to the unit holders. The following process shall be followed by the AIF: (i) Existing unit holders who do not wish to continue post the change shall be provided an exit option. The unit holders shall be provided not less than one month for expressing their dissent. ii) In case of open-ended schemes of the AIF, the exit option may be provided by either of the following: A. Buying out of units of the dissenting investors by the manager/ any other person as may be arranged by the manager, valuation of which shall be based on market price of underlying assets. B. Redemption of units of the investors through sale of underlying assets. (iii) In case of close-ended schemes of the AIF, the exit option may be provided as under: A. The exit option shall be provided by buying out of units of the dissenting investors by the manager/ any other person as may ....
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....nsor and (ii) Exit of sponsor(s) in case of AIF having multiple sponsors. 13.2.4. The aforesaid fee shall be paid within 15 days of effecting the proposed change in manager/sponsor or change in control of manager/sponsor. 13.2.5. 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. 13.3. Change in control of Sponsor and/or Manager of AIF involving scheme of arrangement under Companies Act, 201354 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: 53 SEBI circular no. SEBI/HO/AFD-1/PoD/P/CIR/2022/155 dated November 17, 2022 54 SEBI Circular No. SEBI/HO/IMD-1/DF9/CIR/2022/032 dated March 23, 2022 S=31 13.3.1. 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 NCL....
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....F before the date of investment, in spite of best efforts by manager to obtain the drawdown amount from the delaying investor(s). (c) The amount borrowed shall not exceed twenty per cent of the investment proposed to be made in the investee company, or ten per cent of the investable funds of the scheme of AIF, or the commitment pending to be drawn down from investors other than the investor(s) who has failed to provide the drawdown amount, whichever is lower. (d) The cost of such borrowing shall be charged only to investor(s) who failed to provide the drawdown amount for making investments. (e) The flexibility of borrowing to meet shortfall in drawdown amount shall not be used as a means to provide different drawdown timelines to investors. 55 SEBI Circular No. SEBI/HO/AFD/AFD-POD-1/P/CIR/2024/112 dated August 19, 2024 S=31 (f) The manager shall disclose the details with respect to amount borrowed, terms of borrowing and repayment to all the investors of the AIF/scheme, on a periodic basis as per the terms of agreement with the investors of the AIF. 14.1.4. Further, all Category I and Category II AIFs shall maintain thirty days cooling off period between two pe....
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.... case of default by the borrower investee company, Category I or Category II AIF shall ensure that the fund or its investors are not subject to any liability over and above the equity of the borrower investee company encumbered by the AIF. (f) The aforesaid flexibility of creating encumbrance on equity investment shall not be interpreted as allowing schemes of Category I and II AIFs to extend any form of guarantee for investee company. (g) Schemes of Category I or Category II AIFs shall not create encumbrance on their investments in foreign investee companies. 14.2.3. The SFA, in consultation with SEBI, shall formulate implementation standards to ensure that the encumbrance created on equity of investee company by Category I or Category II AIFs, is only utilized for facilitation of debt raising at the infrastructure sector investee company as stated in para 14.2.1 above. Managers of such AIFs shall adopt and adhere to such implementation standards. Such standards shall be published on websites of the industry associations which are part of the SFA, i.e., Indian Venture and Alternate Capital Association (IVCA), PE VC CFO Association and Trustee Association of India. SZ31....
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....lowing is specified: 16.1. Direct Plan for schemes of AIFs 16.1.1. Schemes of AIFs shall have an option of 'Direct Plan' for investors. Such Direct Plan shall not entail any distribution fee/placement fee. 16.1.2. AIFs shall ensure that investors who approach the AIF through a SEBI registered intermediary which is separately charging the investor any fee (such as advisory fee or portfolio management fee), are on-boarded via Direct Plan only. 16.2. Trail model for distribution commission in AIFs 16.2.1. AIFs shall disclose distribution fee/placement fee, if any, to the investors of AIF/scheme of AIF at the time of on-boarding, irrespective of the manner of charging such distribution fee. 16.2.2. Category III AIFs shall charge distribution fee/placement fee, if any, to investors only on equal trail basis i.e. no upfront distribution fee/ placement fee shall be charged by Category III AIFs directly or indirectly to their investors. Further, any distribution fee/ placement fee paid shall be only from the management fee received by the managers of such Category III AIFs. 16.2.3. Category I AIFs and Category II AIFs may pay up to one-third of the total dist....
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....equivalent role or position; (c) any other person whom the AIF (through the Trustee, Board of Directors or Designated Partners, as the case may be) or Manager may declare as key management personnel. 59 SEBI Circular No. HO/19/(8)2025-AFD-POD1/I/1266/2025 dated December 30, 2025, SEBI Circular No. SEBI/HO/AFD/RAC/CIR/2022/088 dated June 24, 2022 and SEBI Circular No. SEBI/HO/IMD- I/DF6/P/CIR/2021/584 dated June 25, 2021 SZ31 17.1.3. AIFs shall disclose the names of all the key management personnel of the AIF and Manager as specified in para 17.1.2 above, in their PPMs. Any change in key management personnel shall be intimated to the investors and the Board. 17.2. Appointment of custodian for AIFs 60 17.2.1. In terms of Regulation 20(11) of AIF Regulations, the Sponsor or Manager of the AIF shall appoint a custodian registered with the Board for safekeeping of the securities of the AIF, in the manner as may be specified by the Board from time to time. 17.2.2. In this regard, it is specified that the custodian for a scheme of an AIF shall be appointed prior to the date of first investment of the scheme. 17.3. Constitution of Investment Committee61 17.3.1. I....
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.... 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 the interest of the unitholders of the scheme/AIF. (b) maintain high standards of integrity and fairness in all their dealings and in the conduct of the business and render at all times high standards of service, exercise due diligence and exercise independent professional judgment. 17.5. Stewardship Code63 All categories of AIFs shall mandatorily follow the Stewardship Code as placed at Annexure 13, in relation to their investment in listed equities. 17.6. Other obligations64 17.6.1. 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. 17.6.2. 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 ....
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....ard to valuation of investments of AIF In terms of Regulation 23(5) of AIF Regulations, the Manager and the key management personnel of manager shall ensure that the independent valuer computes and carries out valuation of the investments of the scheme of the AIF in the manner as specified by the Board from time to time. Further, in terms of Regulation 23(6) of AIF Regulations, Manager shall be responsible for true and fair valuation of the investments of the scheme of the AIF. In terms of proviso to 65 SEBI circular no. SEBI/HO/AFD/PoD/CIR/2023/97 dated June 21, 2023 and SEBI circular no. SEBI/HO/AFD/PoD-1/P/CIR/2024/123 dated September 19, 2024 SZ31 aforesaid Regulation, in case the established policies and procedures of valuation do not result in fair and appropriate valuation, the Manager shall deviate from the established policies and procedures in order to value the assets or securities at a fair value and document the rationale for such deviation. In this regard, following is specified: 18.2.1. At each asset level, in case there is a deviation of more than 20% between two consecutive valuations or a deviation of more than 33% in a financial year, the man....
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....f meeting conditions specified at para 18.3.3(a), a valuer set up in the form of a partnership entity or a company, shall fulfil criteria given as under - (a) Such entity or company shall be a 'Registered Valuer Entity' registered with Insolvency and Bankruptcy Board of India; and, (b) the deputed/authorized person(s) of such 'Registered Valuer Entity', who undertake(s) the valuation of investment portfolio of AIFs, shall have a membership of ICAI or ICSI or ICMAI or a CFA Charter from the CFA Institute. S=31 Chapter 19 - Pro-rata and pari-passu rights of investors of AIFs66 19.1. Pro-rata rights of investors of AIFs - 19.1.1. Regulation 20(21) of AIF Regulations states as under - "The investors of a scheme of an Alternative Investment Fund shall have rights, pro-rata to their commitment to the scheme, in each investment of the scheme and in the distribution of proceeds of such investment, except as may be specified by the Board from time to time: Provided that the rights of the investors of a scheme of Alternative Investment Fund issued prior to the notification of the Securities and Exchange Board of India (Alternative Investment Funds)....
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....directly or indirectly, to repay any of its obligations or liabilities towards the manager or sponsor of the AIF or their associates. Applicability on existing AIFs/schemes of AIFs - 19.1.7. In terms of proviso to Regulation 20(21) of AIF Regulations, as referred at para 19.1.1 above, rights of investors of AIFs/schemes of AIFs issued prior to the date of notification of the aforesaid amendment to AIF Regulations (i.e., November 18, 2024), that are not pro-rata to their commitment to the AIF/scheme and not exempted by SEBI, shall be dealt with in the manner specified by SEBI. 19.1.8. Accordingly, it is hereby specified that existing AIFs/schemes of AIFs as on November 18, 2024, that have adopted priority distribution model (i.e., schemes that issued senior and junior/subordinate classes of units) and not falling under the exemption at para 19.1.4 above, shall neither accept any fresh commitment nor make investment in a new investee company, directly or indirectly. 19.1.9. As a consequence of compliance with the clause at para 19.1.8 above or the SEBI circular dated November 23, 2022 on the said subject, if the investment limits specified under AIF Regulations are breach....
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....hall, in consultation with SEBI, formulate the implementation standards for compliance with the aforesaid provision, prescribing the positive list of specific differential rights that may be offered by AIFs. Such list may be reviewed and updated by SFA, whenever necessary, in consultation with SEBI. 19.2.4. The implementation standards formulated by SFA shall be published on the websites of the industry associations which are part of SFA, i.e., Indian Venture and Alternate Capital Association (IVCA), PE VC CFO Association and Trustee Association of India. 19.2.5. AIFs, Managers of AIFs and their Key Management Personnel shall ensure the following while issuing differential rights to select investors - (a) The differential rights shall be provided only in accordance with the implementation standards formulated by SFA. S=31 (b) The following shall be disclosed in the PPM - (i) Eligibility criteria for an investor to avail each differential right; and, (ii) Any investor meeting the specified eligibility criteria for a differential right may opt to avail such right. Applicability on existing AIFs/schemes of AIFs - 19.2.6. In terms of standard template for PPM....
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....nager of the AIF and Key Management Personnel of the Manager and the AIF shall exercise specific due diligence, with respect to investors and investments of the AIF, to prevent facilitation of circumvention of such laws, as may be specified by SEBI from time to time. 20.2. In this regard, the specific due diligence to be carried out by AIFs, managers of AIFs and their Key Management Personnel, with respect to investors and investments of the AIF, to prevent facilitation of circumvention of the following regulatory frameworks, are being specified in this chapter - I. Provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ('ICDR Regulations'), and other regulations of SEBI wherein benefits or relaxations have been provided to entities designated as Qualified Institutional Buyers (QIBs). II. Provisions of the 'Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002' (SARFAESI Act) wherein benefits are provided to entities designated as Qualified Buyers (QBs). III. Prudential norms specified by Reserve Bank of India (RBI) for regulated lenders with respect to Income Recognition, As....
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....ed lenders, the following is specified - (a) For every scheme of an AIF: (i) whose manager or sponsor is an entity regulated by RBI; or, (ii) that has investor(s) regulated by RBI who: I. individually or along with investors of the same group contribute(s) 25 percent or more to the corpus of the scheme; or, II. is an associate of the manager/sponsor of the AIF; or, III. by itself, or through its representative(s)/nominee(s), has majority or veto power in voting over decisions of the investment committee set up by the manager to approve investment decisions of the scheme; necessary due diligence as per the implementation standards formulated by SFA, shall be carried out. If an investor of the scheme is an AIF, or a fund set up outside India or in International Financial Services Centres in India, then the criteria check for investor(s) regulated by RBI shall be carried out on a look through basis. (b) For schemes falling under the ambit of provision at para 20.5.1(a) above, the manager shall ensure that the scheme does not make any investment that S=31 would lead to the RBI regulated lender/entity acquiring or holding an interest/exposure in the investe....
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....as may be specified by SFA. Custodians shall compile such S=31 information received from AIFs on a monthly basis and report to SEBI within 10 working days from the end of the month. 20.8. For the purpose of the provisions of this circular, 'same group' shall mean 'related parties' and 'relatives' as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 20.9. The implementation standards as mentioned in this chapter, formulated by SFA in consultation with SEBI, shall be adopted by AIFs, Managers of AIFs and their Key Management Personnel for compliance with the provisions of this chapter. Such implementation standards shall be published on websites of the industry associations which are part of the SFA, i.e., Indian Venture and Alternate Capital Association (IVCA), PE VC CFO Association and Trustee Association of India. S=31 H. REPORTING AND DISCLOSURE REQUIREMENTS FOR AIFs Chapter 21 - Periodic reporting requirements for AIFs 21.1. Reporting of investment activities by AIFs68 Under Regulation 28 of AIF Regulations, SEBI may at any time call upon the AIF to file such reports, as SEBI may desire, ....
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....et up in the form other than a trust. 21.2.3. In case of any observations/comments on the CTR, the trustee/sponsor shall intimate the same to the manager within 30 days from the receipt of the CTR. Within 15 days from the date of receipt of such observations/comments, the manager shall make necessary changes in the CTR, as may be required, and submit its reply to the trustee/sponsor. 21.2.4. In case any violation of AIF Regulations or circulars issued thereunder is observed by the trustee/sponsor, the same shall be intimated to SEBI as soon as possible. 21.2.5. The requirements as specified at para 21.2.2 and 21.2.3 shall not be applicable to AI only funds. The manager of such funds shall prepare CTR and in case of observation of any violation of AIF Regulations or circulars issued thereunder, intimate the same to SEBI as soon as possible. 21.3. Audit of terms of PPM70 21.3.1. 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. 21.3.2. Audit of compliance with terms of PPM, shall be conducted at the....
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....nd of that financial year71. (b) AIFs/Schemes in which each investor commits to a minimum capital contribution of INR 70 crore (USD 10 million or equivalent, in case of capital commitment in non-INR currency) and also provides a waiver to the fund from the requirement of annual audit of terms of PPM, in the manner provided at Annexure 3. c) LVFs as defined in AIF Regulations, without the requirement of obtaining specific waiver from investors72. 21.4. Changes in PPM73 21.4.1. Any changes in terms of PPM and in the documents of the fund/scheme shall be intimated to investors and SEBI on a consolidated basis, within 1 month of the end of each Financial Year. Such intimation shall specifically mention the changes carried-out in the PPM and the documents of the fund/scheme, along with the relevant pages of revised sections/clauses74. 21.4.2. 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 71 SEBI circular dated SEBI/HO/AFD/AFD-POD-1/P/CIR/2025/128 dated September 10, 2025 72 SEBI Circular No. HO/19/34/11(5)2025-AFD-POD1/I/188/2025 dated December 08, 2....
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.... 22.1. 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. 22.2. 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. 22.3. Benchmarking Agency and dissemination of performance benchmarks: 22.3.1. Any association of AIFs ("Association"), which in terms of membership, represents at least 33% of the number of AIFs, may notify one or more Benchmarking Agencies, with whom each AIF shall enter into an agreement for carrying out the benchmarking process.78 Association will appoint Benchmarking Agencies and thereafter will set timeline for reporting of requisite data to Benchmarking Agenci....
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....sh 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 September 30 and within 7 months from the end of every half-year ending on March 31. The format of data reporting shall mandatorily include details of valuation principles and the name of the Valuation Agency appointed by the AIF. 22.4.3. Data provided for March 31 of every year shall be audited data and for September 30 may be unaudited data. 22.4.4. To ensure timely and appropriate reporting of valuation of investment portfolio of AIF to performance benchmarking agencies, the following is specified79: (a) Manager of AIF shall ensure that a specific timeframe for providing audited accounts by the investee company to the AIF is included as one of the terms in subscription agreement / investment agreement with the investee company, so as to enable AIFs to report valuation based on audited data of investee companies as on March 31 to performance benchmarking agencies within the specified timeline of seven months, i.e., by October 31 of each year. (b) Manager of AIF shall e....
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....tually between the Benchmarking Agencies and the AIF. S=31 22.6.2. Benchmarking Agencies may create customized Performance Reports, at the specific request of an AIF/ Scheme, in the following manner: (a) Identification of the set of AIFs that meet the particular criteria on which customized performance report is to be generated. (b) Such identification may be either on the basis of self-attestation by the relevant AIFs or by independent verification by Benchmarking Agencies. (c) Receipt of express consent of the AIFs whose data is needed for creating such report. (d) Preparation of customized performance reports may be a fee-based service, as decided mutually between the AIFs and the Benchmarking Agencies. (e) 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. Sz31 I. WINDING UP OF SCHEMES AND FACILITIES FOR DEALING WITH UNLIQUIDATED INVESTMENTS Chapter 23 - Flexibility to AIFs and their investors to deal with unliquidated investments of their schemes Regulation 2(1) (ia) of AIF Regul....
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....mum of 25% of the value of unliquidated investments of the scheme, the dissenting investors of the scheme shall be offered an option to fully exit the scheme out of the 25% bid arranged by the AIF. After exercising the exit option by aforesaid dissenting investors, any unsubscribed portion of the bid may be used to provide pro-rata exit to non- dissenting investors should they opt for the same. 23.1.5. If the AIF / manager fails to arrange bid for a minimum of 25% of the value of unliquidated investments of the scheme, the AIF can still opt for Dissolution Period, provided that it obtains consent of at least 75% of the investors by value of their investment in the scheme of the AIF. 23.1.6. If the bidder or its related parties are investor(s) in the scheme, such investor(s) shall not be provided exit from the scheme out of the bid. "Related party" shall have the same meaning as provided in Regulation 2(1)(zb) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 23.1.7. At the time of entering into Dissolution Period, for appropriately capturing the track record of performance of the manager and for reporting the same to Performance Benchmarking A....
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....ution of unliquidated investments, the AIF shall arrange bid for a minimum of 25% of the value of the unliquidated investments. The bid shall be arranged for units representing consolidated value of each unliquidated investment of the scheme's investment portfolio. 23.3.3. The AIF shall disclose the bid value along with the valuation of the unliquidated investments carried out by two independent valuers to all the investors of the scheme. 23.3.4. The dissenting investors of the scheme who did not consent to in-specie distribution, shall be offered an option to fully exit the scheme out of the 25% bid arranged by the AIF/ manager. After exercise of the exit option by aforesaid dissenting investors, any unsubscribed portion of the bid shall be used to provide pro-rata exit to non- dissenting investors. 23.3.5. If the bidder or its related parties are investors in the scheme, they shall not be provided exit from the scheme out of the bid. 81 SEBI Circular No.: SEBI/HO/AFD/PoD-I/P/CIR/2024/100 dated July 09, 2024 82 SEBI Circular No.: SEBI/HO/AFD/PoD1/CIR/2023/098 dated June 21, 2023 and SEBI Circular No.: SEBI/HO/AFD/PoD-I/P/CIR/2024/026 dated April 26, 2024 SZ3....
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.... of AIF Regulations, it is clarified that such in specie distribution (other than the aforesaid mandatory in specie distribution), shall be carried out after obtaining approval of at least seventy-five percent of the investors by value of their investment in the scheme of the AIF. 23.6. One-time flexibility to schemes of AIFs whose Liquidation Period has expired, to deal with unliquidated investments, by availing additional liquidation period85 - Regulation 29(9A) of AIF Regulations states as under - "If the liquidation period for a scheme of an Alternative Investment Fund has expired or is expiring within three months from the date of notification of the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024, such schemes may be granted an additional liquidation period, subject to such conditions and in the manner as may be specified by the Board. Provided that the additional liquidation period granted under sub-regulation (9A) shall be without prejudice to the issuance of any direction or measures in accordance with the provision of the Act and regulations framed thereunder." In this regard, the following is speci....
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.... carried out by two independent valuers, to all the investors of the Original Scheme. 23.7.5. The dissenting investors of the Original Scheme who did not consent to sell the unliquidated investments to the Liquidation Scheme, shall be offered an option to fully exit the Original Scheme out of the 25% bid arranged by the AIF/ manager. After exercising the exit option by aforesaid dissenting investors, any unsubscribed portion of the bid shall be used to provide pro-rata exit to non-dissenting investors. 23.7.6. If the bidder or its related parties are investors in the Original Scheme, they shall not be provided exit from the Original Scheme out of the bid. Related party shall have same meaning as provided in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 23.7.7. Subsequently, the unliquidated investments of the Original Scheme shall be sold to the Liquidation Scheme. For capturing in the track record of the manager and for reporting to Performance Benchmarking Agencies, the value of such sale shall be – (a) Bid value, if the AIF/ manager arranges bid for a minimum of 25% of the value of unliquidated investments of the Original Sche....
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....xercising any of the options mentioned above, shall submit report on compliance with the provisions of this circular on SEBI 87 SEBI Circular No.: SEBI/HO/AFD/PoD1/CIR/2023/098 dated June 21, 2023, SEBI Circular No.: SEBI/HO/AFD/PoD-I/P/CIR/2024/026 dated April 26, 2024 and SEBI Circular No.: SEBI/HO/AFD/PoD- I/P/CIR/2024/100 dated July 09, 2024 S=31 Intermediary Portal in the format as specified therein and/or as part of quarterly regulatory reporting to SEBI, as the case may be. 23.8.3. The manager of AIF shall report the value, as specified above, with regard to sale of unliquidated investments to Liquidation Scheme or at the time of entering into dissolution period or distribution of unliquidated investments in-specie, to Performance Benchmarking Agencies in a timely manner for the purpose of performance benchmarking. The manager shall also make suitable disclosure with regard to the same in the PPMs of subsequent schemes. S=31 Chapter 24 - Modalities for migration of Venture Capital Funds to AIF Regulations88 24.1. Vide notification dated July 20, 2024, AIF Regulations have been amended to provide flexibility to Venture Capital Funds ('VCFs') reg....
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...., 202689, shall be available to scheme of the migrated VCF, whose liquidation period (in terms of Regulation 24(2) of VCF Regulations) has expired and is not wound up. (c) If the VCF also has scheme(s) other than the scheme(s) stated in para 24.3.2(b) above, i.e., scheme(s) whose liquidation period (in terms of Regulation 24(2) of VCF Regulations) has not expired, the tenure of such scheme(s) of the Migrated VCF shall be determined as per provision at para 24.3.1(b) above upon migration. 24.3.3. Upon migration to AIF Regulations, the investors on-boarded, investments held and units issued by the VCF or scheme(s) of the VCF registered under VCF Regulations, shall be deemed to be that of the Migrated VCF or its scheme(s), under the AIF Regulations. 24.3.4. The applicability of provisions of this SEBI Master Circular for AIFs to Migrated VCFs are given at Annexure 20. 24.4. Further, with respect to VCFs registered under VCF Regulations that do not opt for migration to AIF Regulations, the following is specified - 24.4.1. Scheme(s) of VCFs, whose liquidation period (in terms of Regulation 24(2) of VCF Regulations) has not expired, shall be subject to enhanced regulatory ....
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.... ability and mechanism to carry out due diligence of our investments, as well as to monitor the operations and compliance with the terms of PPM of the Funds in which we invest; including (Name of the AIF/ Scheme), to the extent required by us. Accordingly, in terms of para 2.1.4 and/or para 21.3.8 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/or 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) **** [Note: The template for waiver may be suitably modified if waiver is sought with respect to only one of the two requirements i.e., for providing PPM in the template format or ....
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....folio, 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 of any non-material changes in the operations of the fund 5.1. Non-material changes such as - 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 by Alternative Investment Funds (AIFs) to its investors Timeline for completion of activity 1. Valuation related disclosures: a. Valuation of investment by Category I and II Alternative Investment Fund At least once every six months. Can be extended to once a year with approval of 75% of its investors by value of investment. b. Disclosure of NAV of scheme(s) of the Category III Alternative Investment Fund Close ended fund - quarterly basis....
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....liation and/or arbitration, in accordance with the procedure specified by SEBI. 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 ....
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....ustee, etc., we confirm 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 persons based on the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008. None of the intermediaries named in the placement memorandum have been debarred from functioning by any regulatory authority. 3. All the material disclosures in respect of the fund raising, investment by the scheme and management thereof have been made in the placement memorandum and are based on latest available information. 4. We have satisfied ourselves that the proposed activities of the scheme are bona fide, fall within the objectives of the fund as specified in the Articles of Association or Trust Deed or Partnership Deed of the AIF and are to meet the stated investment objective. 5. The disclosures made in the placement memorandum are true, fair and necessary to enable the investors to make an informed decision with respect to the investment in the proposed scheme and such di....
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....ange Management (Non-Debt instruments) Rules, 2019 and applicable reporting norms under the Foreign Exchange Management (Mode of Payment and Reporting of Non- Debt Instruments) Regulations, 2019. 5. 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 6. Whether the scheme seeks waiver (as per para 2.1.4 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 If yes, confirm whether it is disclosed that each investor shall commit a minimum capital contribution of INR 70 crore and provide a waiver from the requirement of placement memorandum in prescribed template (Not applicable for LVF). S=31 S. No. Particulars Yes/ No Remarks (Also provide the respective page number of placement memorandum wherever applicable) 7. Whether it is verified that information provided for a particular term is consistent across different sections of the placement memorandum If no, highlight the respective sections/clauses 8. Whether there are any clauses in th....
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....the NISM certification requirement and professional qualification criteria provided under AIF Regulations Name(s) of qualifying member(s) to be provided 21. Whether the manager has constituted or proposes to constitute an investment committee (by whatever name called) to approve decisions of the scheme If no, also inform whether any committee has been set up to provide non- binding recommendations on investment proposals S=31 S. No. Particulars Yes/ No Remarks (Also provide the respective page number of placement memorandum wherever applicable) 22. 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 with applicable provisions of AIF Regulations. (b) the terms of reference of the investment committee are disclosed in the placement memorandum 23. If the Manager is owned or controlled by persons resident in India, then: (a) Whether any member of the proposed investment committee is a non-resident / a citizen of country other than India (b) If yes, whether such member is an employee, director or partner of the manager of AIF ....
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....istribution in kind, will not breach/violate any applicable law 34. 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 35. Whether the PPM has adequate disclosures pertaining to valuation of the portfolio of the AIF, in line with applicable provisions of AIF Regulations and Chapter 18 -of SEBI Master Circular for AIFs S=31 S. No. Particulars Yes/ No Remarks (Also provide the respective page number of placement memorandum wherever applicable) 36. Whether the scheme has a direct plan option such that investors investing through direct plan are not required to pay any placement / distribution fees 37. Whether it is disclosed that the manager will establish written down conflict management policy and whether timeline for adopting such policy has been provided 38. Whether Investor Charter and data on investor complaints have been disclosed in terms of para 2.3 of SEBI Master Circular for AIFs 39. Whether the distribution waterfall illustrations have been provided for different scenarios If yes, whether it is verified that the illustrations are accurate and complete 40.....
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....nsor 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 AI framework. S=31 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 AIs and would not be subject to the same regulatory oversight as over investment products meant for investors other than AI. 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 7A - Details of disclosures in the placement memorandum with respect to compliance with provisio....
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....e 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 3 Details of investment a) Type of instrument(s) in which the investment is proposed b) Nature of investment (Primary subscription, secondary purchase, etc.) c) Amount proposed to be invested (in USD) d) Amount invested in previous overseas investments (in USD) e) Investable corpus of the scheme of the AIF (in INR) S=31 B. Details of overseas investments made by the Scheme in the past: S. No. Name of overseas investee company Date of SEBI commun ication Amount allocated by SEBI (in USD) Amount invested (in USD) Date of investm ent Date of reporting of investmen t to SEBI Amount surrende red (in USD) Date of reporting of the amount surrender ed to SEBI Whether the investme nt is sold/ divested If yes, Amou nt receive d (in USD) Date of sale/ divest ment Date of reporti ng of the sale/ divestme nt C. Undertaking....
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....ls the invested stake in [name of the overseas investee company] to any entity, it shall be ensured that the entity is eligible to make overseas investments, as per the extant FEMA guidelines. S=31 Annexure 9 - Information with respect to sale/divestment of overseas investment Sr. No. Information related to Particulars Details 1 Details of AIF a) Name of the AIF b) Category of the AIF c) Registration number 2 Details of Investment which has been sold/divested a) Date of filing of application with SEBI for allocation of overseas investment limit for the said investment b) Application number provided in SEBI Intermediary portal c) Name of the overseas investee company and country of incorporation d) Date of investment e) Type of securities/instruments purchased ) Amount invested in the overseas investee company (in USD Million) 3 Details of sale/divestment a) Date of receipt of sale/divestment proceeds b) Amount received (in USD Million) c) Proportionate cost of investment in case of partial sale/divestment (in USD Million) S=31 Annexure 10 - Template for shelf placement memorandum to be filed for CIV schemes The template for shelf plac....
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....estment Funds) Regulations, 2012 1. We are considering to invest/ have invested in (Name of the AIF/Scheme) managed by (Name of the Manager). 2. We understand that (Name of the AIF) is registered with Securities and Exchange Board of India (SEBI) and as such is required to comply with Regulation 20(8) of SEBI (AIF) Regulations, 2012, which defines the responsibilities of members of investment committee (by whatever name called), constituted by the manager to approve decisions of the AIF. 3. We understand that (Name of Manager) has constituted/may constitute an investment committee to approve the decisions of (Name of the AIF/Scheme). 4. In this regard, we confirm that we have the independent ability and mechanism to carry out due diligence of our investments. Hence, in terms of para 17.3.1 of SEBI Master Circular for AIFs, we hereby grant waiver to (name of the AIF) from the requirement of compliance with Regulation 20(8) of SEBI (AIF) Regulations, 2012. 5. We understand that, by providing this waiver, the members of Investment Committee shall not be responsible for ensuring that the decisions of the Investment Committee are in compliance with the policies and proced....
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....website. A training policy for personnel involved on implementation of the principles is crucial and may form a part of the policy. Principle 2 Institutional investors should have a clear policy on how they manage conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it. Guidance As a part of the aforesaid comprehensive policy, institutional investors should formulate a detailed policy for identifying and managing conflicts of interest. The policy shall be intended to ensure that the interest 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. 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 In....
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....er trading regulations are complied with in such cases. S=31 Principle 4 Institutional investors should have a clear 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 t....
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....investors rely upon/use recommendations made by such services Principle 6 Institutional investors should report periodically on their stewardship activities. Guidance 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 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/ benefici....
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....t more than two years and approved by two-thirds of the unit holders by value of their investment in the AIF. 12. Compliance with every clause of Regulation 15 (Separate compliance for every clause shall be provided) 13. Compliance with every clause of Regulation 16/17/18/19, as applicable (Separate compliance for every clause shall be provided) 14. Compliance with every clause of Regulation 20 (Separate compliance for every clause shall be provided) S=31 Sr. No Compliance with respect to Details of compliance Any other comments 15. Regulation 21: In case of any conflict of interests that have arose during the year, whether Regulation 21 has been complied with. 16. Regulation 22: Whether the AIFs have disclosed information contained in the clauses under Regulation 22 to the investors. 17. Regulation 23: (Separate compliance for every clause shall be provided) 18. Regulation 28: Whether reports to be submitted the SEBI during the year have been submitted in the manner as specified by SEBI. 19. Regulation 29: In case the AIF has wound up during the year, whether Regulation 29 has been complied with. 20. Compliance with provisions of this Master Circular (Chapter-wise c....
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....led through Merchant Banker and may be filed directly with SEBI Table 1 - Sections of PPM where any change carried out is not required to be filed through Merchant Banker S.No. Particulars 1. Write-up on Market Opportunity/ Indian Economy/ Industry Outlook (Section II of the template PPM) 2. Track record of investment manager (Section VI of the template PPM) 3. Risk factors (Section X of the template PPM) 4. Legal regulatory and tax Consideration (Section XI of the template PPM) Table 2 - Specific changes in PPM which are not required to be filed through Merchant Banker S.No. Particulars 1. Change in contact details (address, phone number etc.) of AIF, sponsor, manager, trustee or custodian (except such changes for which regulatory approval is required or if the new contact details of sponsor or manager of AIF is of a foreign jurisdiction) 2. Change of auditor, RTA, legal advisor or tax advisor 3. Change in size of the Fund/Scheme 4. Change in information related to Affiliates 5. Change in commitment period 6. Changes in Key Investment Team of the manager subject to at least one key personnel fulfilling the requirement mentioned under Regulation 4(g) of SEBI (....
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.... and other applicable legal requirements. Place: Date: Signature: {to be signed by CEO of the Manager of the AIF (or person holding equivalent role or position depending on the legal structure of Manager) and Compliance Officer of Manager of the AIF} *** S=31 Annexure 18 - Format for information memorandum to be filed with SEBI for availing dissolution period Sr. No Particulars Information 1. Name of the AIF 2. Category of the AIF 3. Registration no. of the AIF 4. Name of the Trustee/Board of Directors/Designated Partners of the AIF (as per the legal structure of the AIF) 5. Name of the Sponsor 6. Name of the Manager 7. Name of the scheme of AIF availing the dissolution period 8. PAN No. of Scheme (if available) 9. Date of initial closing of the Scheme (in dd/mm/yyyy) 10. Date of final closing of the Scheme (in dd/mm/yyyy) 11. Tenure of the Scheme (in years) 12. Extension of tenure availed, if any (in years) 13. End date of tenure of the Scheme (including extension of tenure availed, if any) (in dd/mm/yyyy) 14. End date of liquidation period of the Scheme (in dd/mm/yyyy) 15. Cumulative investments made by the Scheme during its tenure (at Cost,....
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.... availing dissolution period, to be submitted along with the due diligence certificate. S=31 Annexure 19A Information with respect to compliance with Regulation 29 of AIF Regulations and disclosures in the information memorandum submitted for (name of scheme) availing dissolution period, to be submitted along with the due diligence certificate S.No. Particulars Yes/No Remarks 1. Whether the AIF / manager has disclosed the following details to investors prior to seeking their consent for opting of dissolution period by the scheme of AIF - (i) Proposed tenure of the Dissolution Period, (ii) Details of unliquidated investments, (iii) An indicative range of bid value arranged for a minimum of 25% of the value of its unliquidated investments, (representing consolidated value of all unliquidated investments of the scheme's investment portfolio) (iv) Valuation of the unliquidated investments carried out by two independent valuers. 2. Whether investors of the scheme have been informed regarding the following before seeking consent for dissolution period - (i) After obtaining approval of at least seventy- five percent of the investors by value of their investment in the s....
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....s · Certification requirement for key investment team of manager of AIF · In-principle approval · Change in category of AIF · Classification of Corporate Debt Market Development Fund as Category I AIF The application for migration to AIF Regulations shall be filed through SEBI Intermediary (SI) portal. No application or registration fee is applicable for migration to AIF Regulations. Not applicable - - Certification requirement for key investment team of manager of AIF - In-principle approval - Change in category of AIF - Classification of Corporate Debt Market Development Fund as Category I AIF Chapter 2. Filing of PPM for launch of scheme · Template(s) for PPM · Disclosure of distribution waterfall and disciplinary history in PPM Not applicable - - Template for PPM and Disclosure of distribution waterfall and disciplinary history in PPM (However, the disclosures in PPM shall be in line with Regulation 19AC of AIF Regulations) · Disclosure of Investor Charter and Investor complaints in PPM · Modalities for filing of PPM and launch of non-LVF schemes · Modalities for filing of PPM and launch of LVF schemes · Modalities for conversion into AI o....
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....AIFs in dematerialised form · Reporting of value of units of AIFs to depositories · Directions to depositories for dematerialisation of units of AIFs · Collection of stamp duty on issue, transfer and sale of units of AIFs · Holding investments of AIFs in dematerialised form Applicable - - Issuance of units of AIFs in dematerialised form - applicable for fresh drawdowns - Collection of stamp duty on issue, transfer and sale of units of AIFs - Reporting of value of units of AIFs to depositories Not applicable - - Credit of units of AIFs in dematerialized form (Flexibility of crediting AIF units to aggregate escrow demat account not applicable for units issued against fresh drawdowns) - Holding investments of AIFs in dematerialised form Chapter 12. Timeline for first close and calculation of tenure of AIFs Not Applicable SZ31 Chapter no. Title of Master Circular Chapters Extent of applicability of the Chapter to Migrated VCFs · Timeline for declaration of First Close of schemes of AIFs (Validity of PPM) · Calculation of tenure of close-ended schemes of AIFs Chapter 13. Material change and change in Sponsor or Manager of AIFs · Procedure for 'materia....
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....cable SZ31 Chapter no. Title of Master Circular Chapters Extent of applicability of the Chapter to Migrated VCFs · Pari-passu rights of investors of AIFs Chapter 20. Specific due diligence of investors and investments of AIFs · Investors availing benefits designated for QIBs through AIFs · Investors availing benefits designated for Qualified Buyers (QBs) through AIFs Applicable · RBI regulated lenders/entities ever- greening their stressed loans/assets through AIFs · Investment from countries sharing land border with India through AIFs Chapter 21. Periodic reporting requirements for AIFs · Reporting of investment activities by AIFs · Compliance Test Report (CTR) · Audit of terms of PPM · Changes in PPM · Reporting of investments of AIFs under custody Applicable - · Reporting of investment activities by AIFs · Compliance Test Report (CTR) Not applicable - · Audit of terms of PPM · Changes in PPM · Reporting of investments of AIFs under custody Chapter 22. Performance Benchmarking of AIFs · Benchmarking Agency and dissemination of performance benchmarks · Operational guidelines for reporting by AIFs to Benchmarking Agenc....
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....1 S. No. Date of circular Circular No. Subject of circular Rescission Status IX. Apr 26, 2024 SEBI/HO/AFD/PoD1/CI R/2024/027SEBI/HO/AF D/PoD1/CIR/2023/96 Framework for Category I and II Alternative Investment Funds (AIFs) to create encumbrance on their holding of equity of investee companies Complete X. Apr 29, 2024 SEBI/HO/AFD/PoD/CIR /2024/028SEBI/HO/AFD /PoD/CIR/2023/97 Relaxation in requirement of intimation of changes in the terms of Private Placement Memorandum of Alternative Investment Funds through Merchant Banker Complete XI. May 13, 2024 SEBI/HO/AFD-1/AFD- 1- PoD/P/CIR/2024/42SEBI /HO/AFD/PoD- I/P/CIR/2023/098 Certification requirement for key investment team of manager of AIF Complete XII. July 09, 2024 SEBI/HO/AFD-1/AFD- 1- PoD/P/CIR/2024/100SE BI/HO/AFD/SEC- 1/P/CIR/2023/0155 Information to be filed by schemes of AIFs availing dissolution period/additional liquidation period and conditions for in-specie distribution of assets of AIFs Complete XIII. Aug 19, 2024 SEBI/HO/AFD/AFD- POD- 1/P/CIR/2024/111SEBI/ HO/AFD/PoD/CIR/2023/ 054 Modalities for migration of Venture Capital Funds registered under erstwhile SEBI (Venture Capital Funds) Regulations, 1996 to SEBI (A....