Market regulator SEBI has directed AIFs to launch scheme(s) subject to filing of placement memorandum with SEBI through a SEBI registered Merchant Banker.
In this regard, SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”), have been amended and notified on August 13, 2021.
The Merchant Banker shall independently exercise due diligence of all the disclosures in the placement memorandum, satisfy itself with respect to veracity and adequacy of the disclosures and provide a due diligence certificate.
While filing draft placement memorandum at the time of registration or prior to launch of new scheme on the SEBI intermediary portal, the due diligence certificate provided by the Merchant Banker shall also be submitted, along with other necessary documents.
The details of the Merchant Banker shall be disclosed in the placement memorandum.
Further, in terms of paragraph 4 of SEBI Circular dated April 07, 2021, AIFs are required to intimate SEBI regarding any changes in terms of placement memorandum on a consolidated basis, within one month of the end of each financial year. Such intimation shall also be submitted through a Merchant Banker, along with the due diligence certificate provided by the Merchant Banker.
The Merchant Banker appointed for filing of placement memorandum shall not be an associate of the AIF, its sponsor, manager or trustee.
These provisions come into effect from November 11, 2021.