Harun Raaj & AssociatesHarun Raaj & Associates
AIF & Fund Management Services

Fund Due Diligence & KIM Review

Fund Due Diligence

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Overview

Fund due diligence and KIM review is the investor's examination of an alternative investment fund before committing capital — the review of the fund's Private Placement Memorandum (PPM) and Key Information Memorandum (KIM) under the SEBI (Alternative Investment Funds) Regulations 2012. The diligence tests the fund's strategy, the manager's track record and credentials, the fee structure, the terms of the fund — the tenure, the lock-in, the side letters — and the disclosures SEBI requires the PPM to carry. The KIM is the short-form document the investor actually reads; the PPM is the full disclosure.

The decision to invest in an AIF is a decision to trust the manager with money on the fund's terms, and the PPM is the contract of that trust. The diligence reads the PPM against the Regulations — are the disclosures complete, does the strategy match the categorisation, are the fees and the expenses as represented, what happens on a change of manager, what are the redemption and exit rights. Each term is a financial consequence the investor should understand before the commitment, not after.

The cost of skipping the diligence is the asymmetric information of private markets: a fund whose strategy drifted from its PPM, a fee structure that erodes the returns, a redemption term the investor discovers at the exit. The KIM review and the PPM diligence are the investor's own check — cheap against the commitment they protect.

This service is for investors — HNIs, family offices and institutions — evaluating AIF investments. We review the PPM and KIM against the AIF Regulations 2012 and the fund's own documents, analyse the fee and term structure, test the manager's track record, and issue a diligence note with the risks and the terms to negotiate.

How It Works

  1. 1

    Fund & PPM Review

    We review the PPM and KIM against the AIF Regulations 2012 and the fund's disclosures.

    Harun Raaj & Associates does this1 week
  2. 2

    Manager & Track Record Check

    We verify the manager's credentials, track record and the team's history.

    Harun Raaj & Associates does this3-5 days
  3. 3

    Fee & Term Analysis

    We analyse the fee structure, tenure, lock-in, redemption and side-letter terms.

    Harun Raaj & Associates does this3-5 days
  4. 4

    Risk & Disclosure Testing

    We test the disclosures — strategy fit, risks, related-party and compliance positions.

    Harun Raaj & Associates does this3-5 days
  5. 5

    Diligence Note

    We issue the diligence note with the risks and the terms to negotiate before commitment.

    Harun Raaj & Associates does this1 week

Frequently Asked Questions

Which SEBI regulations govern AIF fund documents and the KIM?
Alternative Investment Funds are regulated under SEBI (Alternative Investment Funds) Regulations 2012. Regulation 14 mandates the Private Placement Memorandum (PPM); Regulation 13 sets out the Key Information Memorandum (KIM) disclosure requirements. Category I and II AIFs must also comply with Regulation 12 on investment conditions and SEBI Circular SEBI/HO/AFD/AFC-2/P/CIR/2024/154 on KIM standardisation.
What tax treatment applies to AIF income distributed to investors?
For AY 2026-27 (FY 2025-26) under ITA 1961: Category I and II AIF income passes through to investors under Section 115UB — the fund is not taxable at entity level; investors are taxed as if they had earned directly. Category III AIF is taxed at the fund level at maximum marginal rate under Section 115AD read with Section 115UB(2). From TY 2026-27 onward, ITA 2025 Section 202 (new regime) applies to individual investors. TDS obligations under Section 194LBB apply on income distributed by Category I/II AIFs.
What does a CA-side KIM review check before an investor subscribes?
The review verifies: (1) SEBI registration number and category under AIF Regulations 2012 Regulation 3; (2) disclosure of all fees, hurdle rate, carried interest, and waterfall mechanism per Regulation 14(1)(j); (3) risk factors statement per Regulation 14(1)(k); (4) valuation policy aligned with SEBI Circular SEBI/HO/IMD/DF6/CIR/P/2022/098; (5) whether the fund manager holds a valid SEBI registration under Regulation 4. Investors relying on a deficient KIM have limited recourse after commitment.
Is FEMA compliance relevant when a foreign investor participates in an AIF?
Yes. Foreign investment in a SEBI-registered AIF is governed by FEMA 1999 and RBI Master Direction — Foreign Investment in India (updated 2024). Category I and II AIFs with foreign capital are treated as Indirect Foreign Investment under Schedule 4 of FEMA (Non-Debt Instruments) Rules 2019. The AIF manager must ensure portfolio companies receiving indirect foreign investment comply with sectoral FDI caps and pricing guidelines under Rule 7 of the NDI Rules. FC-GPR filings with RBI via the SMF portal are required for downstream investments.
What GST implications arise on fund management fees charged by the AIF manager?
Fund management fees paid by an AIF to its manager attract GST at 18% under SAC 997150 (portfolio management services) as per Entry 16 of Notification No. 11/2017-Central Tax (Rate). The AIF manager must hold a GSTIN and issue a tax invoice under Section 31 of the CGST Act 2017. Input Tax Credit is generally not available to the AIF itself because the fund's output (securities income) is an exempt supply under Section 2(47) read with Schedule III of the CGST Act.

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