by
Friday, December 10, 2021
In an attack to adapt alms of co-investment opportunities to investors (or LPs) of Alternative Advance Funds (“AIFs”), the Securities and Exchange Board of India (“SEBI”) has afresh alien amendments1 to the SEBI (Alternative Advance Funds) Regulations, 2012 (the “AIF Regulations”)2 and SEBI (Portfolio Managers) Regulations, 2020 (“PMS Regulations”)3 on November 9, 2021 (referred to as the “Amendment Regulations”).
These amendments come, in ablaze of SEBI’s contempo appeal to AIF managers to accommodate capacity on co-investments fabricated by assorted AIF LPs from April 1, 2019 to March 31, 2021.4
In February 2020,5 SEBI had appear a arrangement for the Private Placement Memorandum (“PPM”) for AIFs to ensure and authorize minimum acknowledgment standards for disclosures to be fabricated beneath a PPM. The arrangement PPM provided acknowledgment obligations in affiliation to co-investment opportunities, such as the accommodation belief for accommodating in the co-investment, whether such befalling was actuality offered to assertive LPs and whether any fees / agency is actuality answerable by the IM/affiliates for alms such co-investment opportunities.
The Alteration Regulations accommodate a stricter framework than was accepted by the industry. The aboriginal ask of the industry was to acquiesce co-investments by AIF investors through the AIF itself.6 A agnate assemble was accustomed for AIFs in International Financial Casework Centres (“IFSC”) by the IFSC Authority in December 2020, i.e. AIFs set up in IFSC are acceptable to co-invest in a portfolio aggregation through a absolute portfolio by arising a abstracted chic of units accountable to the acquiescence conditions.7 However, SEBI seems to accept taken a appearance that acceptance co-invest through the AIF itself would aperture the pooling abstraction of AIFs.8
This copy of the Monthly Digest endeavours to analyse the abstraction of co-investments in the ambience of armamentarium formation, and altercate the abeyant appulse of the Alteration Regulations.
By the actual attributes of AIFs actuality dark basin advance vehicles, the AIF LPs do not adore the abandon over alternative of deals to be fabricated by the AIF, and the aforementioned is absolutely at the acumen of the AIF manager.
However, in some situations the advance actuality advised by the AIF administrator for the AIF may accept some bandwidth for added basic demography into application the best bulk to be invested by the AIF. In such cases, AIF managers may action such balance befalling to the AIF investors to accede ‘co-investing’ in the accord alongside the AIF.
Often, the blade stops here, i.e. at the AIF administrator allegorical the AIF LPs about the accord opportunity, and the LPs accomplish their own advance decision. In such cases, commonly the investors get to comedy a added alive role in the accord alternative and portfolio architecture process. The AIF administrator does not allegation any fees or agency in such cases because it alone makes a acknowledgment to AIF LPs about assertive investee entities of AIFs acute added basic in a accustomed round. Sometimes this helps AIF managers to abutting a accordant accord for the AIF, because co-investors accommodate an investee article the appropriate basic for commutual the annular in which the AIF is advance (given that the AIF has absorption limits).
In some situations, LPs may crave the AIF manager’s casework for such deals, in lieu of fees and accordingly appoint the AIF administrator for such services. In this case, the AIF administrator is adventure albatross for such investors.
The AIF industry, in an attack of accepting adaptability of facilitating co-investments through armamentarium structures, fabricated a representation9 to SEBI, gluttonous an alteration to the AIF Regulations to acquiesce co-investment by arising a abstracted chic of units beneath the armamentarium structure.
While the angle to acquiesce co-investment aural the AIF anatomy was not approved, SEBI alien the Alteration Regulations to ascertain and adapt Co-Investment.
The analogue of Co-investment alien beneath the AIF Regulations by the Alteration Regulations is added than necessary. As currently defined, it would alike accommodate situations area the AIF investors accomplish investments in investee entities of the AIF on their own, afterwards any action or admonition from the AIF Manager, or area the AIF administrator offers assertive advance opportunities to the AIF investors (typically the uninvested allocation of an investee article afterwards because the AIF’s investment) on a acceptable acceptance base in the absorption of relationship-building rather than as advance admonition or account afterwards charging a fee.
The analogue is accordant because the administering accoutrement in the Alteration Regulations go on to crave acceding of advance and avenue of such co-investments to be identical to that of the AIF. The affair is that not all such co-investments (as explained above) are in the AIF manager’s ascendancy to ensure that the acceding are identical with that of the AIF.
The analogue additionally suggests that it is an obligation on the AIF investors to accomplish such co-investments alone through co-investment portfolio managers (“CPMs”) accountant in such address beneath the PMS Regulations. Once the analogue is adapted as above, the obligation to ensure acquiescence should be on the AIF administrator or the CPM rather than the investors.
The AIF Regulations additionally now prohibit the AIF administrator to accommodate advance admonition to any investors added than audience of CPMs. As per the SEBI Memorandum, SEBI has alien this brake to ensure that investors who are not AIF LPs do not co-invest alongside the AIF on acceding added favourable than those offered to the AIF. While the affair is valid, rather than absolutely prohibiting AIF managers from actuality affianced for such services, SEBI should crave AIF managers to ensure that any such co-investment by third affair investors is additionally on acceding identical to that of the AIF. As currently drafted, the brake additionally prohibits any B2B arrangements. For example, an Indian article which is additionally an AIF administrator could accommodate advance admonition to an adopted armamentarium administrator above-mentioned to the Alteration Regulations but now seems to be prohibited.
The Alteration Regulations alien by SEBI accept not been accustomed able-bodied by the AIF industry, as the Alteration Regulations, while not because the representation fabricated by such stakeholders, instead provides for added authoritative compliances, in a framework which originated as light-touch but is more acceptable acquiescence intensive.
The Alteration Regulations assume to access the acquiescence accountability on the AIF managers as they would now accept to annals as portfolio managers with SEBI in adjustment to action co-investment oppor
tunities to the AIF’s investors, in accession to the absolute acquiescence requirements as AIF managers.
This increases the administration amount of accouterment co-investment, which may disincentivise the IMs to accommodate such appropriate to the investors of the AIF, and in about-face appulse LP affect while allocating to AIFs.
In the International arena, the accepted convenance is to acquiesce co-investment through abstracted vehicles10 or by arising abstracted classes beneath the fund’s structure11. Furthermore, countries such as United Kingdom, U.S.A, Luxembourg and Singapore appoint regulations in adjustment to adjust the absorption of the corresponding bound ally of the co-investment agent with that of the capital fund. Generally, the aforementioned is implemented by the corresponding accepted ally by accouterment for tag-along and drag-along rights in the co-investment acceding with the corresponding bound partners.12 Generally, there is no claim for the accepted partners/sponsors of a armamentarium to abide any specific allotment in adjustment to facilitate co-investments.13
1 SEBI (Alternative Advance Funds) (Fifth Amendment) Regulations, 2021 and Securities and Exchange Board of India (Portfolio Managers) (Fourth Amendment) Regulations, 2021
2 https://www.sebi.gov.in/legal/regulations/nov-2021/securities-and-exchange-board-of-india
-alternative-investment-funds-fifth-amendment-regulations-2021_53830.html
3 https://www.sebi.gov.in/legal/regulations/nov-2021/securities-and-exchange-board-of-india-portfolio
-managers-fourth-amendment-regulations-2021_53857.html
4 https://www.vccircle.com/indian-aifs-limited-partners-wary-of-sebi-request-for-co-investment-information
5 SEBI/HO/IMD/DF6/CIR/P/2020/24
6 Available at < https://www.sebi.gov.in/sebiweb/about/AboutAction.do?doBoardMeeting=yes>
7 F. No. 81/IFSCA/AIFs/2020-2021
8 Available at < https://www.sebi.gov.in/sebiweb/about/AboutAction.do?doBoardMeeting=yes>
9 https://www.sebi.gov.in/sebiweb/about/AboutAction.do?doBoardMeeting=yes#
10 Luxembourg allows co-investment cartage in the anatomy of Joint Ventures and Club-deal Vehicles. See T. Alabaster & G. Faleiro, If it “looks” like a fund, if it “sounds” like a fund… – An Analysis of the Analogue of an AIF, Exemptions and Consequences in the Non-Traditional Alternative Advance Space, JurisNews – Advance Management, Vol. 2 – N° 4/2014; Peter-Jan Smet & Sebastiaan Hooghiemstra, “Co-Investment Vehicles” beneath the AIFM Law: Is your Agent an AIF?, Juris News, https://www.nautadutilh.com/sites/nautadutilh.com/files/
inline-files/Co-Investment Cartage beneath the AIFM Law – Is your%
20Vehicle an AIF_0.pdf
11 Co-investments, Standards Board for Alternative Investments, https://cdn.wide-area.com/acuris/files
/private-equity-law-report/documents/2019-12-14-Toolbox-Governance-Co-investments-FINAL.pdf
12 Helen Kim, Negotiating Co‑Investments: Unique Features and Considerations in Co‑Investment Agent Documents, Private Equity Law Report, https://www.pelawreport.com/10645711/negotiating-co-
investments-unique-features-and-considerations-in-co-investment-vehicle-documents-part-two-of-two.thtml;
https://www.mondaq.com/uk/fund-management-reits/836104/behind-the-co-investment-curtain-current-
market-terms-revealed
13 https://www.pelawreport.com/2955956/regulatory-risks-and-important-tax-considerations-in-pe-
coand8209investments-parttwo-oftwo.thtml
Nishith Desai Associates 2021. All rights reserved.National Law Review, Volume XI, Number 344
Creative and colorful elements create this vibrant template that is practical and charming. Enjoy full entry to a contemporary, cloud-based vulnerability management platform that allows you to see and monitor your whole assets with unmatched accuracy. A template for a disciplinary or grievance investigation report. Send Acas templates for a disciplinary or grievance investigation plan and a disciplinary or grievance investigation report. Drawing on extensive consultations throughout the LP and GP communities and with technical specialists, on January 29, 2016, the ILPA released the ILPA Reporting Template for charges, expenses, and carried interest. Attachment C, Market Research Report Template, of the DHS Market Research Guide supplies a pattern market research report template that can be tailor-made to specific market analysis needs.
This will make it cohesive with the the rest of the company’s documents. Once you’ve personalized the duvet, the next step is to add your individual content material. Simply double-click on any text space then press CTRL+A to pick all the text. But perhaps you need to move and adjust complete design components in your annual template design.
The summary summarizes the report using between a hundred and 200 phrases in a single paragraph. The objective of an abstract is in order that a reader can rapidly get an concept of the primary points and contributions of the paper. This is because it is only after the physique of the report is written that the writer features a great perspective of the contents and results of the report.
Use this design tip for under your most necessary and positive knowledge for you company. Start by right-clicking on the form and select Format Shape. Under the Fill choice, choose Picture or Texture Fill and click Insert.
This template, like many others, has a variety of practical and necessary elements corresponding to tables, charts, and photograph placeholders. A total of twenty-four pages with flawless design, blue details, and practical parts. Elegant and trendy, this annual report design shines with its exquisiteness and exceptional attention to element. Select Custom for Selective Vulnerability Scanning in the Filters section of your report template and remember to add these QIDs . On the Display tab, select how a lot information to include within the report, in each the abstract and detailed results sections.
This versatile annual report template contains sixteen customizable pages that make it easy for you to add details about your companies aims and financials. Free creative report templates are an honest starting point if you are on a decent finances. A premium template will be the optimal choice if you want to create a professional annual report.
Monthly Board Report Template
Duplicate the project, hit resize, and select the platform you wish to adapt it for, and our AI will deal with the rest. Content for all of your channels in a fraction of the time. We hook you up with thousands of professionally designed templates, so you’re never ranging from a blank canvas. Search by platform, task, aesthetic, mood, or colour to have recent inspiration at your fingertips; once you discover a graphic to begin from, faucet or click on to open the document in the editor. Drag your logo or a screenshot of your website to auto-magically extract your brand colours.
The purpose of the summary is to summarize the report and the results. The user who created the report template is the owner by default. Managers and Unit Managers have the option to vary the owner by editing the template. Managers and Unit Managers can choose this option to make the template globally available to all customers. Once printed as a worldwide template, users have the option to save private copies of the template and can use them as the basis for creating new, customized templates.
Piktochart’s drag and drop editor is so easy you could instantly use it, without training. Start with a report template designed by specialists and customise it. Quickly get to a professionally-looking report that will assist you to drive the results you may be looking for. Layering the completely different parts in your design on top of each other create a three dimensional look to your report.
