CIRCULAR
SEBI/HO/AFD/PoD/CIR/2024/028 April 29, 2024
To,
All Alternative Investment Funds
All Merchant Bankers
Sir / Madam,
Sub: Relaxation in requirement of intimation of changes in the terms of Private Placement
Memorandum of Alternative Investment Funds through Merchant Banker
1. In terms of para 2.5.3 of the SEBI Master Circular No.
SEBI/HO/AFD/PoD1/P/CIR/2023/130 dated July 31, 2023 for Alternative Investment
Funds (AIFs), intimation with respect to any change in the terms of Private Placement
Memorandum (PPM) is required to be submitted to SEBI through a merchant banker,
along with a due diligence certificate from the merchant banker in the format
specified by SEBI.
2. In this regard, based on the feedback received from the market participants, the
aforesaid requirement was reviewed to identify changes in the terms of PPM which
may not be required to be submitted through a merchant banker and may be filed
directly with SEBI, thereby, facilitating ease of doing business and rationalising cost
of compliance for AIFs.
3. Accordingly, it has been decided that the changes in the terms of PPM, as mentioned
in Annexure A, may not be required to be submitted through a merchant banker and
may be filed directly with SEBI.
4. Further, Large Value Fund for Accredited Investors (LVFs) shall be exempted from the
requirement of intimating any changes in the terms of PPM through a merchant
banker. LVFs may directly file any changes in the terms of PPM with SEBI, along with
a duly signed and stamped undertaking 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, in a format as specified at Annexure B.
5. The provisions of this circular shall come into force with immediate effect.
6. This circular is issued with the approval of the competent authority.
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7. This circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of investors
in securities and to promote the development of, and to regulate the securities
market.
8. The circular is available on SEBI website at www.sebi.gov.in under the categories
“Legal framework - Circulars" and "Info for - Alternative Investment Funds”.
Yours faithfully,
Sanjay Singh Bhati
Deputy General Manager
Tel no.: +91-22-26449222
ssbhati@sebi.gov.in
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Annexure A - Terms of PPM for which changes are not required to be filed 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 (AIF) Regulations,
2012 (‘AIF Regulations’)
7. Changes in Key Management Personnel of AIF or the Manager (except if changes are due
to change in control of manager or sponsor)
8. Change in advisory board/advisory committee/investment committee or any other
committee (except if such committees are set up to approve the decisions of the AIF)
9. Reduction in any of the expense or fee or cost charged to fund/investors (including
management fee)
10. Inclusion of new disclosure or change in existing disclosure pursuant to a regulatory
mandate, such as mandate to include investor charter in PPM, updation of investor
complaints data for last three financial years, etc.
11. Other factual and routine updates, such as change in designation or qualification of
members/directors, compliance officer, operating partners, portfolio company advisor,
glossary, etc.
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Annexure B
To,
Securities and Exchange Board of India
Dear Sir / Madam,
Sub.: Intimating changes in the terms of placement memorandum of (name of
scheme), scheme of (name of AIF) for FY 20_-_
With reference to intimating changes in the terms of placement memorandum of (name
of scheme), scheme of (name of AIF) for FY 20_____, we hereby confirm that:
1. We have independently exercised due-diligence regarding changes carried out in the
placement memorandum during the FY 20_-_, including the veracity and adequacy
of disclosure in the respective sections of the placement memorandum wherein the
changes have been carried out.
2. All changes carried out in the placement memorandum are based on latest available
information and are in compliance with Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012 and circulars issued thereunder.
3. We confirm that, with respect to the changes made in the placement memorandum,
wherever applicable, the fund has complied with provisions of Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012 and
circulars issued thereunder.
4. The disclosures in the respective sections of the placement memorandum wherein
the changes have been carried out are true, fair and adequate and such disclosures
are in accordance with the requirements of Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012, circulars, guidelines issued
thereunder and other applicable legal requirements.
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)
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