The circular specifies the following key points regarding ...

SEBI Circular Clarifies Pro-Rata and Pari-Passu Rights for AIF Investors; Compliance Required to Protect Interests.

December 16, 2024

Circulars     SEBI

The circular specifies the following key points regarding pro-rata and pari-passu rights of investors in Alternative Investment Funds (AIFs): Pro-rata rights: Investors shall have rights pro-rata to their commitment in each investment and distribution of proceeds, except when an investor is excused, defaulted, or sharing returns/losses with the manager/sponsor. Certain entities like the manager, multilateral institutions, etc. can subscribe to subordinated units. Existing AIFs with priority distribution models violating pro-rata rights cannot accept fresh commitments or make new investments. Pari-passu rights: Investors shall have equal rights, except differential rights permitted by SEBI without affecting other investors' interests. SEBI has directed a Standard Setting Forum (SFA) to specify permissible differential rights. Existing AIFs must report and discontinue differential rights violating this provision or affecting other investors. Large Value Funds are exempted subject to disclosure and investor waiver. Trustees/sponsors must ensure the manager's compliance test report covers adherence to this circular's provisions. The circular is issued to protect investor interests and regulate securities markets.

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