FAQs FOR GRANT OF

REGISTRATION
AS
ALTERNATIVE INVESTMENT FUND (AIF)

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GENERAL INFORMATION:

THIS CHECKLIST DEALS ONLY WITH THE BROAD GUIDELINES FOR PROCESSING OF
APPLICATIONS FOR REGISTRATION OF ALTERNATIVE INVESTMENT FUNDS. IT MAY BE
NOTED HERE THAT THE CONTENTS OF THE CHECKLIST ARE SUBJECT TO CHANGE FROM TIME
TO TIME.

DISCLAIMER

• This checklist is not a legal document.

• This checklist is strictly meant for the purpose of guiding Applicants regarding processing
of applications for grant of registration to Alternative Investment Funds.

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 CONTENTS
S.No Items Page No.
1 How to get registered as an AIF 4
2 Documents/ information required for registration as an AIF 5
Annexure A:- Undertaking to be submitted by the Trustee/ Board
of Directors/ Designated Partners of the applicant (Name of the
3 11
proposed AIF), depending upon the legal structure of the AIF, for
registration of the AIF
Annexure B:- Undertaking to be submitted by the Trustee/ Board
of Directors/ Designated Partners of the applicant (Name of the
4 14
AIF) depending upon the legal structure of the AIF, for taking the
Private Placement Memorandum (PPM) on record

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1. How to get registered as an AIF?

A. The applicant has to visit the www.siportal.sebi.gov.in and file application for grant
of registration as an AIF. The system generates a login ID for the applicant on receipt
of the application for registration as an Alternative Investment Fund. On creation of
the login SI portal, the Login ID and Password is automatically sent to the applicant
through the system.

B. On receipt of the Login ID and Password, the applicant must fill up all the details by
clicking “Fresh Registration” under the tab “AIF” given on the SEBI portal and pay
required Application fees of Rs.1,00,000/- + 18% Goods & Services Tax (GST) through
online mode available on SI Portal or by way of bank draft in favour of “The Securities
and Exchange Board of India”, payable at Mumbai. The applicant is encouraged to
make the requisite payment through the online mode only.

C. The applicant is required to submit information as specified under First Schedule of

SEBI (AIF) Regulations, 2012 and other information as specified in the later sections
of this document. The applicant needs to provide the details in various fields of the
SIPortal and wherever specific fields are not provided, the applicant needs to upload
the documents on the SIPortal under ‘optional attachments’. Instructions on how to
fill the details is available under every field and the same can be accessed by clicking
the “Blue Question Mark” on the top right hand corner of every page. Once all the
details are filled up, the applicant to submit the online application form by clicking
the “Final Submit” button.

D. Once the applicant submits the online application, the same is received by SEBI. The
status of the application can be tracked by the applicant using the application
number allotted for each application after the final submission.

E. For ease of processing the application, the applicant also needs to make a physical
submission of the application to SEBI containing all the documents/information as
mentioned in this document.

2. What is the applicable registration fee for various categories of AIF?

On receipt of approval from SEBI, the applicant are required to pay applicable
registration fee as under:

S.No Category of the Applicant Registration Fee

1. Category I AIF (except Angel Funds) Rs. 500,000/- + 18% GST
2. Category I AIF – VCF - Angel Fund Rs. 200,000/- + 18% GST
3. Category II AIF Rs. 10,00,000/- + 18% GST
4. Category III AIF Rs. 15,00,000/- + 18% GST

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 Upon receipt of registration fee, SEBI will grant registration to the applicant as an
Alternative Investment Fund.

3. What documents/ information required to be provided by the applicant at the time

of filing application on the SIPortal for registration as an Alternative Investment Fund?

A. The list of various documents/ information required to be submitted/uploaded by

the applicant at the time of filing application on the SIPortal for registration as an
Alternative Investment Fund are as given below in the table:

S.N Information required Particulars Supporting documents to be submitted

1. Details of the Application Form Duly signed and stamped Application form (Form A) as
Applicant (AIF) (Form-A) given under First Schedule of SEBI (AIF) Regulations,
2012, providing all details specified in Form A.
One scan copy of duly signed and stamped Form A and
one word document of the Form A to be uploaded on
the SIPortal
Undertaking & Duly signed and stamped Undertaking & Checklist to be
Checklist from the provided as under:
Signatory in the Legal structure of the AIF Signatory
prescribed format as Trust Trustee
given in Annexure-A Limited Liability Designated Partner
Partnership
Company Director
Proof of Self-attested copies of following documents to be
Incorporation and provided:
address of the i. Registered Trust Deed, in case of a Trust;
applicant ii. Registered Partnership Deed along with certificate
of incorporation, in case of Limited Liability
Partnership (LLP);
iii. Memorandum and Articles Association along with
certificate of incorporation, in case of a Company;
iv. PAN of the AIF (Applicant)
2. Details of the i. Identity proof; Self-attested copies of PAN and address proof to be
Investment Manager ii. Proof of address provided for the following:
Sponsor and Trustee i. Applicant
of the AIF ii. Sponsor and its Directors/Partners (as applicable)
iii. Investment Manager and its Directors/Partners (as
applicable)
iv. Trustee and its Directors/Partners (as applicable)
v. Key investment team members
vi. Key management personnel of the AIF or
Investment manager;

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 vii. Certificate of Incorporation of sponsor/manager to
be provided as applicable.
3. Financial information Capital adequacy for i. Latest CA certified Net-worth certificate of Sponsor
of the Investment maintaining / Investment Manager or their promoters / partners
Manager or Sponsor continuing interest (as applicable) to demonstrate that they have
of the AIF sufficient net worth for maintaining continuing
interest in the AIF;
ii. Financial statements for previous financial year of
the Sponsor and Investment Manager.
4. Declarations to be Necessary i. Declarations w.r.t regulatory actions taken in the
provided by the declarations past, if any, - Refer 6(a), 6(b), 6 (c) of Form-A as
applicant required for given under First Schedule of SEBI (AIF) Regulations,
processing the 2012 (*) ;
application
ii. Declarations w.r.t compliances – Refer 7(a), 7(b),
7(c), 7(d) of Form – A as given under First Schedule
of SEBI (AIF) Regulations, 2012(#);

iii. Whether there are any supervisory or regulatory

concerns/actions in the last five (5) years with
respect to applicant, sponsor, investment manager,
controlling entities of sponsor and investment
manager, associates and group companies of the
applicant/sponsor/investment manager? If not, a
declaration to that effect to be provided;

iv. Whether necessary approval has been obtained

from GoI for Press Note 3 compliance, in case the
investment in Sponsor and/or Investment Manager
is from any of the countries which share a land
border with India or their beneficial owner is from
such country? If not applicable then a declaration to
that effect on a letter head shall be provided;

* Consolidated declarations under 6(a), 6(b), 6(c) to be

submitted separately for Applicant, Trustee, Sponsor
and Investment Manager.

# Fitand proper declaration under 7(b) to be as per SEBI

(Intermediaries) Regulations, 2008 as amended on
November 17, 2021 or as may be amended
subsequently

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5. Scheme documents / Launch of First AIFs to file their placement memorandum with SEBI
Private placement scheme by the AIF through a SEBI registered Merchant Banker at the
memorandum time of filing application for grant of registration
(except Angel Funds and schemes that are Large Value
Funds for Accredited Investors (LVF)
Scheme Type Document required
Scheme of all AIFs, Due Diligence Certificate from
(except Angel Funds a SEBI Registered Merchant
and schemes that are Banker.
LVF) This Due Diligence Certificate
to be in terms of SEBI circular
dated October 21, 2021on
Modalities for filing of
placement memorandum
through a Merchant Banker
as per the prescribed format
given at Annexure B:
Category I AIF – VCF Due Diligence Certificate from
- Angel Funds Trustee / Designated Partner/
Board of Directors of the AIF
(as per legal structure) as
mentioned at Annexure A.
Schemes of LVF Duly signed and stamped
undertaking form the CEO of
the Manager to the AIF (or
person holding equivalent
role or position depending on
the legal structure of
Manager) and Compliance
Officer of Manager to the
AIF.
This undertaking to be in
terms of SEBI circular dated
June 24, 2022 on “Guidelines
for Large Value Fund for
Accredited Investors under
SEBI (AIF) Regulations,
2012 and Requirement of
Compliance Officer for
Managers of all AIFs”

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6. Details of Information to be Shareholding pattern / partnership interest (as
shareholders/ provided on letter applicable) along with voting rights to be provided:
partners of Sponsor head Name of the % %voting rights/
and Investment shareholder/ shareholding controlling interest
Manager partner /partnership
interest

In case shareholder or partner of Manager/Sponsor is

a non-individual, further details of entities holding 15%
or more controlling interest in such
shareholder/partner to be provided.
7. Whether Sponsor, Information to be Yes /No (as applicable)
Investment Manager provided on letter
i. If yes, registration details of the entity (s) to be
or their shareholders / head
provided as under:
partners with
Name of the Name of capacity in which
shareholding/ voting
shareholder/ financial the shareholder/
rights / partnership
partner regulator partner is
interest of 20% or
regulated
more, are registered
with RBI, IRDA, PFRDA
or any other financial
Whether any adverse concerns raised by financial
regulator?
regulator in last 5 years? If so, details thereof.
8. Information to be Information to be The necessary information to be provided in the
provided with respect provided on letter prescribed format as given below:
to controlling entities head S.
Information AIF Manager Sponsor
/ persons, key N
1. Name of promoters
management person
2. Names of Person(s) holding
(s) (KMPs), key
controlling Interest or
investment team etc. Person(s) exercising control
over the applicant directly or
indirectly
3. Names of Person(s) holding
20% or more
(i) shareholding / partnership
interest (ii) voting rights
/controlling interest
4. Name of the Director(s) or
Managing Partner(s)
5. Name of the Key
NA
Management Person(s)
6. Name of the Compliance
NA
Officer
7. Names of the key investment
team member(s)

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 Name of the group
8.
companies
Name of the associate
9.
companies

9. Information to be Information to be The necessary information to be provided in the in the

provided with respect provided on letter prescribed format as given below:
to associates and head Sr. Whether Type of Details of
group companies of No. related to relation - registration with
Name of
Applicant / Associate / RBI, PFRDA, IRDAI
the Applicant, the
Sponsor / Group or any other
Sponsor, and entity
Investment Company financial regulator
Investment Manager Manager
1.

2.

10. Key investment team Information to be Profile and background of the key investment team
member(s) meeting provided on letter member(s) to be provided in Form-A and PPM (format
experience and head given below) to clearly bring out the following:-
qualification
requirements in terms i. adequate experience of not less than five (5) years
of Reg 4(g) of AIF of experience in advising or managing pools of
Regulations 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;

ii. 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 Board:

Name Name of Designation Work Qualification

organisation Profile
(**)

(**) may provide information on deals/transactions

handled and their role to demonstrate the experience

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B. All the names mentioned in the above table viz: name of applicant, sponsor,
manager, trustee and their directors/partners, key investment team, key
management persons, controlling entities, associate and group companies of the
applicant /sponsor/manager etc., are also required to be provided in an excel file
along with their PAN No. in the format as given below:

S.No. Names PAN No.

********************

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 I. ANNEXURE A:

Format for Undertaking to be submitted by the Trustee/ Board of Directors/ Designated

Partners of the applicant (Name of the proposed AIF), depending upon the legal structure
of the AIF, for registration of the AIF

To,
Securities and Exchange Board of India
Dear Sir / Madam,

Sub.: Filing of Form A and other supporting documents of (name of AIF/proposed AIF)

In our capacity as Trustee/ Board of Directors/ Designated Partners of the applicant (Name of
the proposed Alternative Investment Funds (AIF), we hereby confirm that:

1. We have independently ensured the veracity and adequacy of disclosure/information

furnished in the Form-A and in the supporting documents.

2. We have satisfied ourselves that the proposed activities of the AIF are bona fide, fall
within the objectives of the fund as specified in the Trust Deed/ Articles of
Association/Partnership Deed of the AIF as the case may be.

3. 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 and none of these entities have been debarred from functioning by
any regulatory authority.

4. The information/disclosures made in the Form-A are true, fair and necessary to enable
the investors to make an informed decision with respect to the investment in the AIF
and such information/disclosures are in accordance with the requirements of SEBI AIF
Regulations, 2012, circulars, guidelines issued thereunder and other applicable legal
requirements.

5. We have satisfied ourselves about the capability of the sponsor or manager to fulfil
the requirement of maintaining continuing interest in the scheme as per SEBI AIF
Regulations, 2012.

6. We have satisfied ourselves about the infrastructure and manpower of the AIF or
Manager or Sponsor to effectively discharge its activities of an AIF.

7. We have satisfied ourselves about experience and professional qualification of the key
investment team of the manager of the AIF meeting with the criteria provided under
regulation 4(g) of SEBI AIF Regulations, 2012.

8. We have verified that the Trust Deed in case of a Trust; or the memorandum of
association in case of a company; or the Partnership deed in case of a limited liability

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 partnership permits the proposed AIF to carry on the activity of an AIF and prohibits it
from making an invitation to the public to subscribe to its securities.

9. In view of the above, we hereby propose that the registration may be granted to the
applicant (Name of the proposed AIF) as Category ……AIF under SEBI AIF Regulations
2012.

PLACE:
DATE:

Signature of authorised signatory of Trustee or the Board of Directors or the designated

partners of the of the applicant (Name of the proposed AIF) as the case may be

Name and designation of the authorised signatory

Contact No:

Email ID:

CHECKLIST FOR REGISTRATION OF AIF

Information with respect to disclosures in the Form A, to be submitted along with the
undertaking

S. No. Particulars Yes/No Remarks

1. Name of the AIF and Category /Subcategory of AIF for

which application is made
2. PAN of the proposed AIF
3. Whether the memorandum of association in case of a
company; or the Trust Deed in case of a Trust; or the
Partnership deed in case of a limited liability partnership
is registered
4. Whether applicant has necessary manpower and
infrastructure to carry out activities of an AIF
5. Whether the commitment letter ensuring continuing
interest of the sponsor/manager in the AIF has been
submitted by sponsor/manager
6. Whether the net-worth of the sponsor/manager/ or its
directors or partners is minimum INR 5 crore or 2.5% of
the proposed corpus of the AIF in case of Category I and
Category II AIF or INR 10 Crore or 5% of the proposed
corpus in case of Category III AIF
7. Whether the audited financial statement of the
sponsor/manager, not older than the previous year of
the application, has been submitted

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8. Whether the members of Investment team are
employees / partners / directors of the manager
9. Name(s) of the member of the key investment team who
satisfies the experience and professional qualification
criteria provided under regulation 4(g) of AIF
Regulations.
10. Whether KYC documents of the applicant/ sponsor/
Trustee/ Manager or its directors or Partners and key
investment team has been submitted
11. Whether the applicant or its associates or its sponsor(s)
or its manager(s) is/ are registered with the Board,
Reserve Bank of India or any other regulatory authority
in any capacity along with the details of its registration.
If yes, details thereof
12. Whether the sponsor or manager of the AIF is owned
and/controlled by other than Indian Resident Citizens
13. Details of other AIFs/VCFs floated by the Sponsor
14. Details of other AIFs/VCFS manage by the manager
15. Whether the Form A and declarations submitted under
Form A have been duly signed and stamped
16. Whether the declaration with respect to “applicant or
Sponsor or its directors/ partners, or Manager or its
Directors/ Partners, or Trustees/ Trustee Company or its
directors are/ were involved in any litigation connected
with the securities market and any order has/ had been
passed against them for violation of securities laws”, has
been submitted by the sponsor, manager and trustee of
the AIF
17. Whether the declaration with respect to “applicant/
sponsor/ Trustee/ Manager or its directors or Partners
has/ have been refused a certificate by the Board or its/
their certificate has been suspended at any time prior to
this application”, has been submitted by the sponsor,
manager and trustee of the AIF
18. Whether the declaration with respect to “applicant,
sponsor and manager are fit and proper persons based
on criteria specified in Schedule II of SEBI
(Intermediaries) Regulations, 2008”, has been submitted
by the sponsor and manager of the AIF
19. Whether the declaration with respect to compliance
with Regulation 10, 15 & 16/17/18/19 (as may be
applicable) has been submitted by the manager?
20. Whether the applicant or any entity established by the
Sponsor or Manager has earlier been refused
registration by the Board.

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 II. ANNEXURE B

Format for Undertaking to be submitted by the Trustee/ Board of Directors/ Designated

Partners of the applicant (Name of the AIF) depending upon the legal structure of the AIF,
for taking the Private Placement Memorandum (PPM) on record

(Source: SEBI circular dated October 21, 2021 on Modalities for filing of placement
memorandum through a Merchant Banker)

To,

Securities and Exchange Board of India

Dear Sir / Madam,

Sub.: Filing of draft placement memorandum of (name of scheme), scheme of (name of AIF)

In our capacity as Trustee/ Board of Directors/ Designated Partners of the applicant (Name of
the proposed Alternative Investment Funds (AIF), we hereby confirm that:

10. We have independently ensured the veracity and adequacy of disclosure/information

furnished in the PPM.

11. 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 and none of these entities have been debarred from functioning by
any regulatory authority

12. 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.

13. We have satisfied ourselves that the proposed activities of the AIF are bona fide, fall
within the objectives of the fund as specified in the Trust Deed/ Articles of
Association/Partnership Deed of the AIF as the case may be.

14. The information/ 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 information and disclosures are in
accordance with the requirements of SEBI AIF Regulations, 2012, circulars, guidelines
issued thereunder and other applicable legal requirements.

15. We have satisfied ourselves about the capability of the sponsor or manager to fulfil
the requirement of maintaining continuing interest in the scheme as per SEBI AIF
Regulations, 2012.

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PLACE:
DATE:

Signature of authorised signatory of Trustee/Board of Directors/ Designated Partners of the

applicant, as the case may be
Name/designation of the authorised signatory

Enclosed: Annexure Y - Information with respect to disclosures in the placement

memorandum, to be submitted along with the undertaking

CHECKLIST FOR PROCESSING OF SCHEME APPLICATION OF AIFs (Annexure Y)

Information with respect to disclosures in the placement memorandum, to be submitted

along with the undertaking

S. Particulars Yes/ Remarks

No. No (Also provide the respective
page number of placement
memorandum wherever
applicable)
1. Whether the information submitted in the placement
memorandum is consistent with the information
submitted in Form A as specified under First schedule
of AIF Regulations
2. Whether the manager and sponsor of the scheme is
same as that of the AIF
3. Whether adequate disclosures are made in all sections
and subsections of the placement memorandum in
line with template placement memorandum provided
vide SEBI circular dated Feb 5, 2020
4. Whether the scheme seeks waiver from requirement If yes, confirm whether it is
of placement memorandum as per template disclosed that each investor
prescribed in SEBI Circular dated Feb 05, 2020 shall commit a minimum
capital contribution of INR
70 crores and provide a
waiver from the
requirement of placement
memorandum in prescribed
template.
5. Whether it is verified that information provided for a
particular term is consistent across different sections
of the placement memorandum

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S. Particulars Yes/ Remarks
No. No (Also provide the respective
page number of placement
memorandum wherever
applicable)
6. Whether there are any clauses in the placement If yes, also highlight such
memorandum which affect the pro-rata rights of each clauses
investor in each investment of the scheme
7. Whether the investor(s) has/have any role in
approving investment decisions of the scheme
8. Whether it is provided that the scheme does not
propose to engage in lending activity, or extending
guarantee for investee company
9. Whether the sections ‘Investment objective, strategy
and process’, ‘Governance structure’ and ‘principal
terms of the fund/scheme’ contain all material
information
10. Whether it is provided in the placement memorandum
that terms of contribution/ subscription agreement
shall be in line with the terms of the placement
memorandum
11. Whether type of instruments proposed for temporary If yes, provide the list of
deployment of funds is in line with applicable provision instruments proposed for
of AIF Regulations temporary deployment of
funds
Whether the scheme proposes to invest in such
instruments as part of primary investment objective of
the scheme also

In case of Category III AIFs, whether the scheme

proposes to invest in such instruments also to provide
applicable margin to recognized stock exchanges
12. Whether maximum duration for such temporary If yes, mention the duration
deployment of funds is disclosed
13. Whether the scheme intends to invest in units of AIFs If yes, confirm whether
necessary disclosures have
been made in line with SEBI
circular dated June 25, 2021
14. Whether names of key management personnel are
disclosed in the placement memorandum in line with
SEBI circular dated June 25, 2021
15. Whether it is verified that all members of key
investment team are employees or partners or
directors (as applicable) of the manager
16. Whether it is verified that the key investment team Name(s) of qualifying
satisfies the experience and professional qualification member(s) to be provided
criteria provided under AIF Regulations

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S. Particulars Yes/ Remarks
No. No (Also provide the respective
page number of placement
memorandum wherever
applicable)
17. Whether the manager has constituted or proposes to If no, also inform whether
constitute an investment committee (by whatever any committee has been set
name called) to approve decisions of the scheme up to provide non- binding
recommendations on
investment proposals
18. 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
19. Whether it is disclosed that delegation/outsourcing of
any activity of the AIF to a third party will be in
compliance with SEBI circular dated Dec 15, 2011
20. Under section ‘Track Record of Manager’, whether
there is provision for disclosure of performance
benchmark disseminated by a benchmarking agency in
terms of SEBI Circular dated February 05, 2020
21. Whether the eligibility criteria for each class of unit is
clearly specified and differentiated
22. Whether specific instances are disclosed, under which
an investor may be excluded or excused from a
particular investment
23. Whether the list of commercial and non- commercial If yes, provide the list of
terms, on which differential rights may be offered terms
through side letter arrangement or issuance of
additional class of units, is disclosed
24. Whether it is disclosed that the differential rights, if
any, attached to any classes of units or given through
side letters, shall not have any adverse impact on the
economic or any other rights of other investors
25. Whether timelines for making warehoused investment If yes, state the timelines for
and transferring such investment are disclosed warehousing and
transferring of the
warehoused investment
26. Whether timelines for intimation regarding If yes, state the timelines for
warehoused investments to existing and prospective such intimation
investors, are disclosed

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 S. Particulars Yes/ Remarks
No. No (Also provide the respective
page number of placement
memorandum wherever
applicable)
27. Whether it is provided that a defaulter, i.e., investor
who defaults in bringing drawdown amount within the
timeline specified, can no longer participate in
subsequent investments of the scheme till the default
is cured and that there are clauses providing steps to
be taken against the defaulting investor
28. Whether specific instances are disclosed under which
in-specie distribution / distribution in kind may be
made
29. 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

30. Whether it is disclosed that the manager will establish

written down conflict management policy and
whether timeline for adopting such policy has been
provided
31. Whether the distribution waterfall illustrations have If yes, whether it is verified
been provided for different scenarios that the illustrations are
accurate and complete
32. Whether necessary disclosure has been made Specify pending
regarding the disciplinary history in terms of SEBI enforcement proceedings
Circulars dated June 19, 2014 and July 18, 2014 initiated by SEBI, if any

Note:

(i) If any of the points above is not applicable to the proposed scheme, it may be mentioned as “not
applicable”.

(ii) Trustee/the Board of Directors/ Designated Partners of the applicant, as the case may be, also
provide, in similar format, additional material information which is not covered in the above table
and any other information which is necessary to be highlighted or requires specific attention.

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