Tag Archives: AIF

ancillary services at IFSC

IFSCA has vide its circular dated 10th June, 2021 clarified certain aspects relating to enabling ancillary services to be provided at IFSC Gift City, Ahmedabad. These ancillary services pertain to legal, compliance, secretarial, book keeping, auditing, accounting, taxation, professional & management consultancy, asset management, trusteeship etc. The earlier circular issued on 10th February, 2021 laid down certain parameters to be followed by entities wishing to register themselves at IFSC in order to provide ancillary services. Some changes have been made in these conditions, such as:

  1. In Eligibility Conditions it is clarified that the entities may be set up in the form of a company, LLP or registered partnership or their branch or any other form as may be approved by the IFSCA;
  2. In the case of service recipients i.e. entities registered in IFSC, it has been modified to provide that services can be provided to entities from foreign jurisdictions for various permissible ancillary services. Hitherto it was mentioned as “financial service entities from foreign jurisdictions” now the word “financial service” has been removed, so any entities from foreign jurisdictions who are established in IFSC are entitled to receive the permissible ancillary services;
  3. Annexure I to the circular of February, 2021 gives a detailed list of ancillary activities that can be carried out in the IFSC. To that has been added the following in the category of Professional Services viz.

(d) Advisory and Facilitation Services to entities in IFSC/outside India in relation to their capital raising activities outside India.

e) Advisory and Facilitation Services to entities in IFSC/outside India in relation to their merger & acquisition or capital restructuring activities outside India.

4. In Trusteeship services category, following has been provided viz.

Services such as Trusteeship for AIFs, InvIT and REIT, Security Trustee and other related financial services such as escrow agent.

Earlier this clause provided for trusteeship services in relation to debentures, bonds, management of private trust, external commercial borrowing, facility & escrow agent, safe keeping and other related financial services. Now all these have been substituted with the above services.

Further it has been provided that the applicants shall not take client assets, including money, directly or indirectly in its custody and shall only provide permissible services as enumerated in these circulars. It would be better if IFSCA codified these guidelines properly into regulations instead of keeping on amending the circulars like income tax does.

Further if the applicants are undertaking activities of debenture trustee, investment advisor, AIF, fund management etc. then they are required to take registrations separately for each category of service being provided. This i think is a bit onerous from the compliance point of view.

Copies of these circulars can be found on the IFSCA site.

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alternate investment fund

RBI circular dated 12th May, 2021 allowing Indian party sponsor to make sponsor contribution to an Alternate Investment Fund set up abroad or in the International Financial Services Centre Unit and it will be considered as overseas direct investment. Read on.

Attention of AD Category – I banks is invited to paragraph A.3.(e) and B.6 of Master Direction No.15 dated January 1, 2016, on “Direct Investment by Residents in Joint Venture (JV) / Wholly Owned Subsidiary (WOS) Abroad”, as amended from time to time and Regulation 7 of the Notification FEMA 120/2004-RB, pertaining to provisions for an Indian Party (IP) making investment/ financial commitment in an entity engaged in the financial services sector.

2. It has been decided that any sponsor contribution from a sponsor IP to an Alternative Investment Fund (AIF) set up in an overseas jurisdiction, including International Financial Services Centres (IFSCs) in India, as per the laws of the host jurisdiction, will be treated as Overseas Direct Investment (ODI). Accordingly, IP, as defined in regulation 2(k) of the Notification ibid. can set up AIF in overseas jurisdictions, including IFSCs, under the automatic route provided it complies with Regulation 7 of the Notification FEMA 120/2004-RB.

3. All the other provisions under the Notification ibid. shall remain unchanged. AD Category – I banks may bring the contents of this circular to the notice of their constituents and customers concerned.

4. The Master Direction No. 15 dated January 01, 2016, is being updated to reflect the changes.

5. The directions contained in this circular have been issued under section 10 (4) and 11(1) of the FEMA and are without prejudice to permissions/approvals, if any, required under any other law.

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alternative investment funds

SEBI circular dated 22nd October, 2020 outlining the procedure for registration of Alternative Investment Funds pursuant to the recent amendment in the applicable regulations regarding constitution of an Investment Committee to approve the investment decisions of the AIF.

Processing of applications for registrations of AIFs and launch of schemes
1 While processing applications for registration of AIFs and launch of new schemes, it has been observed that the Manager of AIF often proposes to set up an Investment Committee with the mandate to provide investment recommendations or advice to the Manager. In some applications, the Investment Committee is mandated to approve the investment decisions of the AIF. Such Investment Committees may consist of internal members (employees, directors or partners of the Manager) and/ or external members.
2 Pursuant to the approval of SEBI Board, the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) have been amended to provide that the Manager may constitute Investment Committee (by whatever name it may be called) to approve investment decisions of the AIF, subject to certain conditions. The amendment to AIF Regulations has been notified on October 19, 2020 and is available at link.
3 Further, SEBI has written to Government and RBI seeking clarity on the applicability of clause (4) of Schedule VIII under FEM (Non-debt Instruments) Rules, 2019 to investment made by an AIF whose Investment Committee approves investment decisions and consists of external members who are not ‘resident Indian citizens’.
4 Pending clarification as mentioned at Para 3, the applications for registration of AIFs and launch of new schemes shall be dealt with as under:

(i) The applications wherein Investment Committee proposed to be constituted to approve investment decisions of AIF includes external members who are ‘resident Indian citizens’, shall be duly processed.
(ii) The applications wherein Investment Committee proposed to be constituted to approve investment decisions of AIF includes external members who are not ‘resident Indian citizens’, shall be considered only after receipt of clarification as stated in Para 3 above

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alternative investment funds

SEBI has vide its notification dated 19th October, 2020 amended the SEBI (Alternative Investment Funds) Regulations, 2012 as follows:

Alternative Investment Fund (AIF) is a fund incorporated in India in form of a trust or company or LLP or body corporate which is basically a privately pooled investment vehicle which collects funds from investors, whether Indian or foreign for investing in accordance with its defined investment policy and objectives and which is not a mutual fund or a collective investment scheme.

Regulation 4(g) has been amended as follows. Regulation 4 pertains to eligibility criteria while granting certificate of registration to the AIF:

“(g) The key investment team of the Manager of Alternative Investment Fund has –
(i) adequate experience, with at least one key personnel having not
less than five years of experience in advising or managing pools of
capital or in fund or asset or wealth or portfolio management or in
the business of buying, selling and dealing of securities or other
financial assets; and
(ii) at least one key personnel with professional qualification in
finance, accountancy, business management, commerce,
economics, capital market or banking from a university or an
institution recognized by the Central Government or any State
Government or a foreign university, or a CFA charter from the
CFA institute or any other qualification as may be specified by the
Provided that the requirements of experience and professional
qualification as specified in regulation 4(g)(i) and 4(g)(ii) may also
be fulfilled by the same key personnel.”

What has been highlighted has been amended. Earlier it stipulated that the key personnel should have relevant professional qualification. Now what kind of professional qualification in which areas of expertise has been explicitly mentioned.

A new clause has been added in regulation 20 after sub-clause (5). Regulation 20 pertains to the general obligations, responsibilities and transparency of the AIF.

“(6) The Manager shall be responsible for investment decisions of the
Alternative Investment Fund:
Provided that the Manager may constitute an Investment Committee (by
whatever name it may be called), to approve investment decisions of the
Alternative Investment Fund, subject to the following:
(i) The members of Investment Committee shall be equally responsible as
the Manager for investment decisions of the Alternative Investment
(ii) The Manager and members of the Investment Committee shall jointly
and severally ensure that the investments of the Alternative Investment
Fund are in compliance with the provisions of these regulations, the
terms of the placement memorandum, agreement made with the
investor, any other fund documents and any other applicable law.
(iii) External members whose names are not disclosed in the placement
memorandum or agreement made with the investor or any other fund
documents at the time of on-boarding investors, shall be appointed to
the Investment Committee only with the consent of at least seventy five
percent of the investors by value of their investment in the Alternative
Investment Fund or scheme.
(iv) Any other conditions as specified by the Board from time to time.”

Manager in an AIF has been defined as “any person or entity who is appointed by the Alternative Investment Fund to manage its investments by whatever name called and may also be same as the sponsor of the Fund;”

“Investment Committee” has not been defined anywhere in the regulations.

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