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Gift Ifsc Ifsca Fund Management Regulations 2022
Gift Ifsc Ifsca Fund Management Regulations 2022
EY Regulatory
Alert
GIFT IFSC: IFSCA (Fund
Management) Regulations, 2022
Background
Regulatory alerts cover A Committee of Experts on Investment Funds was set up by International Financial
significant regulatory news, Services Centres Authority (IFSCA) to review global best practices and make
recommendations to the IFSCA on the roadmap for the investment funds industry,
developments and changes in and accordingly on 31 January 2022 a committee report together with draft
legislation that affect Indian IFSCA (Fund Management) Regulations, 2022 were issued for public comments.
businesses. They act as After receiving public comments, the IFSCA has issued final Fund Management
Regulations (Regulations) which will come into effect from 30 th day from the date
technical summaries to keep
of passing notification in official gazette i.e., 19 April 2022. The Regulations
you on top of the latest issues. would, inter alia, supersede the existing framework for set up of funds in IFSC i.e.
For more information, please SEBI (Alternative Investment Funds) Regulations, 2012 and the circulars issued
by SEBI and the IFSCA in this regard.
contact your EY advisor.
The Regulations have been issued in furtherance of IFSCA’s objective to develop a
best-in-class regulatory regime for funds and fund managers within IFSC that will
support the growing aspirations of the asset management industry and
development of IFSC as a leading global destination for the industry.
The highlights of the Regulations are as under:
• A unified registration for multiple fund activities by
regulating the fund manager instead of the existing
approach of regulating the Funds. A Fund
Management Entity (FME) will be registered with
IFSCA and will be able to manage different types of
funds and schemes subject to meeting the eligibility
criteria;
• A green channel route to launch Venture Capital
Schemes or non-retail schemes soliciting money
from accredited investors;
• Substance requirements for the FME have been
defined;
• Recognition of family investment fund;
• Liberal co-investment regime through a special
purpose vehicle (SPV) or through a segregated
portfolio by issuing a separate class of units;
• Introduction of Special Situation Funds (SSFs) to
invest in special situation asset to incentivize funds
with a distressed strategy1
• Innovation to fund activities (Fund Lab) by giving
power to the IFSCA to provide relaxations from the
applicability of all or any of the requirements of the
Regulations;
• Permission to funds to invest up to 20% of corpus in
physical assets such as real estate, bullion, art or
any other physical asset.
• Focus on Environmental, Social and Governance
(ESG): Funds with focus on ESG sectors/strategies
permitted to be launched. Relatedly, the
Regulations also specify disclosure and reporting on
matter relating to sustainability.
• Launching of retail schemes such as mutual funds
opening avenues for cross-border investments.
They can also launch Exchange Traded Funds
(ETFs), which can be either equity, debt,
commodity, hybrid, actively managed, etc. Gold
and Silver ETF fund managers can invest in Bullion
Depository Receipts;
1
Recently SEBI has also introduced SSFs as a separate sub-category
within its existing Alternate Investment Funds (AIF) Regulations
EY Alert 2
Table 1
The key highlights of the of regulatory framework governing FMEs is covered below:
2
Means a scheme offered on a private placement basis, only to accredited investors or investors investing above USD 150,000 and shall not have more than
1000 investors or such other number as specified by IFSCA
3
Means a scheme offered to all investors or section of the investor for subscription with no ceiling as to the number of investors in the scheme
4
The Regulations does not specifically mention the requirement of having all directors to be based in IFSC.
EY Alert 3
Particulars Authorized FME Registered FME (Non- Registered FME (Retail)
retail)
Minimum Professional qualification or post-graduate degree or post graduate diploma (minimum 2
Qualification of years) in finance, law, accountancy, business management, commerce, economics, capital
the Key market, banking, insurance or actuarial science from a university or an institution
Managerial recognized by the Central or State Government or a recognized foreign university or
Personnel institution or association; or a certification from any organization or institution or
(KMPs) association or stock exchange which is recognized/ accredited by Authority or a regulator
in India or Foreign Jurisdiction
Minimum At least five years in related activities in the securities market or financial products
Experience of including in a portfolio manager, broker dealer, investment advisor, Wealth Manager,
the KMPs research analyst or fund management
Minimum 1 2 3
number of
KMPs5
Infrastructure Necessary to effectively discharge its activities and commensurate to the size of
requirements operations in IFSC
Table 2
The FMEs are permitted to launch the following types of funds/ schemes. The key regulatory framework for the
schemes is summarized as under:
5
The Regulations require the principal officer (responsible for overall activities of the FME), Compliance and Risk Manager and additional KMP responsible
for overall management of the Fund to be based in IFSC.
EY Alert P a g e |4
Particulars Venture Capital Restricted Schemes (Non- Retail Schemes
Schemes retail schemes)
Investment in Permissible, subject to Permissible, subject to prior 25% of the AUM
associates of the FME prior approval of approval of 75% investors in
the scheme by value
75% investors in the
scheme by value
Investment in unlisted No restriction • Open-ended schemes: • Open-ended schemes:
entities Maximum 25% of the Maximum 15% of the
corpus AUM of the scheme
• Close-ended schemes: • Close-ended schemes:
No restriction Maximum 50% of the
AUM of the scheme
Corpus of the Scheme • Minimum: USD 5 min • Minimum: USD 5 million • Minimum: USD 5 million
• Maximum: USD 200 • Maximum: NA • Maximum: NA
million
Tenure • Minimum 3 years • Minimum 1 year for close • Minimum 3 years for
• Extension upto 2 ended scheme close ended scheme
years permissible • Extension upto 2 years • Extension upto 2 years
with permissible with permissible with 2/3rd
2/3rd investor’s 2/3rd investor’s consent investor’s consent
consent
Minimum number of NA NA Minimum 20 investors,
investors in the with no single investor
Scheme investing more than 25%
Maximum number of 50 investors 1,000 investors No restriction
investors in the
Scheme
Minimum • Accredited investors • Accredited investors • Open ended scheme:
contribution/ • Investors investing • Investors investing Nil
atleast USD atleast USD 150,000 • Close ended scheme:
commitment from the
250,000 (USD 40,000 for Nil (USD 10,000 in case
investor in the scheme
(USD 60,000 for employees/ directors/ investment in unlisted
employees/ designated partners of exceeds 15% of the
directors/ FME) AUM)
designated partners
of FME)
o Maximum 10% of
corpus
Leverage Permissible, subject to Permissible (except in case • Not permissible except
disclosure in the of Special Situation Fund), to meet temporary
subject to disclosure in the liquidity needs for the
private placement
PPM and consent of purpose of redemption
memorandum (PPM)
investors or payment of interest
EY Alert P a g e |5
Particulars Venture Capital Restricted Schemes (Non- Retail Schemes
Schemes retail schemes)
and consent of or dividend to the
investors investors
• Maximum borrowing
permissible is 20% of
the AUM for a duration
not exceeding 6 months
Disclosure of net asset Yearly • Open ended scheme: • Open ended scheme:
value (NAV) Monthly Daily
• Close ended scheme: • Close ended scheme:
Half yearly Weekly
Co-investment Permissible, subject to Permissible, subject to NA
conditions conditions
Registration with Green channel status Green channel status for Draft offer to be filed
IFSCA i.e., the schemes filed restricted schemes atleast 21 days before
can be open for soliciting money from launch of schemes
subscription by accredited investors
investors immediately For other - Application to be
filed atleast before 21
working days before the
launch of schemes
Taxation Construed as Category • Venture Capital schemes launched by FMEs are
I AIF for tax purpose construed as Category I AIF
*Not mandatory in case of relocation of Funds/ Schemes and Fund of Funds investing in scheme with similar
requirements. Also, not mandatory for Authorized FME and Registered FME (non-retail), if approval received from
atleast 2/3rd investors or if atleast 2/3rd investors are accredited
In addition to the above, Registered Fund Management Entity may launch ETFs, PMS and Family Investment Funds,
ReITs, InvITs, the key regulations are captured below:
Table 3
Exchange Traded Funds (ETFs)
We have outlined the key regulatory framework for ETFs as under:
EY Alert P a g e |6
Particulars Key points
assets. Conditions (a) and (b) shall not be applicable to index-based
funds investing in Government securities.
• Actively Managed ETFs - ETFs for which the FME has discretion over the
composition of its portfolio. Draft offer document should be filed by the
ETFs with the RSE.
Management and NAV • A FME shall appoint a market maker who shall be responsible for
liquidity in the trading of ETFs by way of providing two-way quotes.
• Market makers to be permitted to create units and seek redemptions
directly from the FME.
• NAV to be computed and published on a daily basis.
• Procedure and methodology for calculating the NAV should be fully
documented.
Redemption • Investors (other than market makers) may also directly approach the
FME for redemption of ETFs, and no exit load shall be charged if certain
conditions are fulfilled.
Table 4
We have outlined the key regulatory framework for Portfolio Management Services as under:
EY Alert P a g e |7
Particulars Key Points
• To segregate each portfolio management client’s holding in securities in
separate accounts (not applicable if the investments of the clients are in
jurisdictions permitting omnibus account structure)
• FME to act in a fiduciary capacity and not derive any benefit from the
accounts
• FME not to borrow funds/ securities on behalf of the client
Investment • Money/ securities to be invested as per the agreement
restrictions • Not to invest in derivatives without express consent of the client
• Not to indulge in speculative transactions except the transactions in
derivatives
• Segregate each clients’ funds and portfolio of securities from its own funds
and securities
• To not hold the securities belonging to the portfolio account, in its own name
on behalf of clients
• To appoint a custodian in respect of securities managed or administered by it
(not applicable for those providing only advisory services)
Advisory services • Permissible to provide advisory services, subject to compliance with IFSCA
(Capital Market Intermediaries) Regulations, 2021 and code of conduct
prescribed therein
• Minimum ticket size: USD 150,000
Furnishing report to • PMS entity shall periodically furnish a report to the portfolio management
clients client in terms of its agreement with the client, containing details such as
composition and value of the portfolio, transactions undertaken during the
period, beneficial interest, expenses, details of risk relating to securities
recommended etc.
Table 5
We have outlined the key regulatory framework for Family Investment Funds as under:
EY Alert P a g e |8
REITs and InvITs
The Regulations also provide for a detailed consolidated regulatory framework for REITs and InvITs. An Investment Trust
is permitted to raise funds through:
(a) Public issue with units listed on a recognized stock exchange in IFSC; or
(b) Private placement with units listed on a recognized stock exchange in IFSC; or
(c) Private placement whose units are not proposed to be listed on any recognized stock exchange.
In case of private placement, any Registered FME may act as Investment Manager to such Investment Trusts. In case of a
public issues, a Registered FME (Retail) shall only be eligible to be appointed as an Investment Manager.
The regulatory relaxations such as co- For further details, please contact:
investment opportunities, permission to take Keyur Shah
leverage for Funds (non-retail) would simplify Partner
deal structuring, provide flexibility to Funds Financial Services - Tax & Regulatory
based in IFSC and investors to allocate more Services
capital to lucrative opportunities and ensure Email: keyur.shah@in.ey.com
the Funds based in IFSC are competitive with
other offshore fund vehicles. Having said this,
the exact rationale of introduction of 10% Subramaniam Krishnan
investment cap for sponsor contribution in Partner
venture capital or restricted schemes is Private Equity & Financial Services – Tax &
unclear and the Fund managers/ their Regulatory Services
associates intending to participate to the Email: subramaniam.krishnan@in.ey.com
extent of more than 10% in the Funds would
need to keep this aspect in mind while setting Tejas Desai
up Fund platform in IFSC/ GIFT city. Partner
Private Equity & Financial Services – Tax &
Regulations pertaining to Family Investment Regulatory Services
Funds make it easier for family offices to run Email: tejas.desai@in.ey.com
their own investment fund with minimum
restrictions. Innovation Sandbox and Fund lab
allows fund managers to test new strategies in
a controlled environment and develop new
track record for their Fund. Recognition and
regulation of purpose driven Funds such as
ESG Funds would allow international investors
to channelize and participate in ESG
transitions in India and other markets.
EY Alert P a g e |9
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