THE GAZETTE OF INDIA EXTRAORDINARY PART – – III – – SECTION 4 PUBLISHED BY AUTHORITY NEW DELHI, MAY 21, 2012 SECURITIES AND EXCHANGE BOARD O

1 · [(aa) "accreditation agency" means a subsidiary of a recognized stock exchange or a subsidiary of a depository or any other entity as may be specified by the Board from time to time.

1 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2021, w.e.f. 03-08-2021.

2 · [(ac) "Accredited Investors only fund" means an Alternative Investment Fund or scheme of the Alternative Investment Fund in which each investor other than the Manager, Sponsor, employees or directors of the Alternative Investment Fund or employees or directors of the Manager, is an Accredited Investor:

2 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025 .

3 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2018, w.e.f. 01-06-2018. Prior to the substitution, it read as "Companies Act, 1956".

4 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2018, w.e.f. 01-06-2018. Prior to the substitution, it read as "(ii) ESOP Trusts set up under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999 or as permitted under Companies Act, 1956;"

5 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds)(Amendment) Regulations, 2018, w.e.f. 01-06-2018. Prior to the substitution, it read as "holding companies' within the meaning of Section 4 of the Companies Act, 1956;".

6 · [(f) "Change in control" –

7 · [(fa) "Co-investment" means investment made by a Manager or Sponsor or investor of a Category I or II Alternative Investment Fund in unlisted securities of investee

6 · Substituted by the Securities and Exchange Board of India (Change in Control in Intermediaries) (Amendment) Regulations, 2023 w.e.f. 17-1-2023. Prior to the substitution, clause (f) read as under:

7 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to the substitution, it read as-

8 · [(fb) "Co-investment scheme" means a scheme of a Category I or Category II Alternative Investment Fund, which facilitates co -investment to investors of a particular scheme of an Alternative Investment Fund, in unlisted securities of an investee company where the scheme of the Alternative Investment Fund is making investment or has invested;]

10 · [(ga) "Corporate Debt Market Development Fund" means an Alternative Investment Fund set up and making investments in terms of Chapter III-C of these regulations.]

11 · [(ha) "credit default swaps" shall have the same meaning as assigned to it in the Master Direction – – Reserve Bank of India (Credit Derivatives) Directions, 2022.]

12 · [ 13 [(hb)] "custodian" means a person who has been granted a certificate of registration to carry on the business of custodian under the Securities and Exchange Board of India (Custodian) Regulations, 1996;]

8 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025 .

9 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2018, w.e.f. 01-06-2018. Prior to the substitution, it read as "Companies Act, 1956".

10 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023.

11 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2023, w.e.f 09-01-2023.

12 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2019, w.e.f. 10-05-2019.

13 · Substituted for ("ha") by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2023, w.e.f 09-01-2023.

14 · [(i) "debt fund" means an Alternative Investment Fund which invests primarily in debt securities of listed or unlisted investee companies or in securitized debt instruments as per the stated objectives of the Fund;]

15 · [(ia) "dissolution period" means the period following the expiry of the liquidation period of the scheme for the purpose of liquidating the unliquidated investments of the scheme of the Alternative Investment Fund .

16 · [(ka) "goods" means the goods notified by the Central Government under clause (bc) of section 2 of the Securities Contracts (Regulation) Act, 1956 and forming the underlying of any commodity derivative;]

14 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021. Prior to the substitution, it read as-

15 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024, w.e.f. 25-04-2024.

16 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds)(Amendment) Regulations, 2019, w.e.f. 10 -05 -2019.

18 · [(p) "investable funds" means corpus of the scheme of Alternative Investment Fund net of expenditure for administration and management of the fund estimated for the tenure of the fund.

21 · [(pa) "large value fund for accredited investors" means an Alternative Investment Fund or scheme of an Alternative Investment Fund in which each investor (other than the Manager, Sponsor, employees or directors of the Alternative Investment Fund or employees or directors of the Manager) is an accredited investor and invests not less than 22 [twenty-five] crore rupees;]

17 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, w.e.f. 26 -09 -2014.

18 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021. Prior to the substitution, it read as-

19 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2022, w.e.f. 15-11-2022. Prior to the substitution, it read as "day of its launch".

20 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2022, w.e.f. 15-11-2022. Prior to the substitution, it read as "last day".

21 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2021, w.e.f. 03-08-2021.

22 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025. Prior to the substitution, it read as "seventy".

23 · [Provided that an Alternative Investment Fund or a scheme of an Alternative Investment Fund, launched prior to the notification of the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, may be permitted to convert to a large value fund for accredited investors, subject to the conditions as may be specified by the Board.]

24 · [(pb) "liquidation period" means a period of one year following the expiry of tenure or extended tenure of the scheme 25 [***] of an Alternative Investment Fund;

26 · [(qa) "not for profit organization" shall have the same meaning as assigned to it in clause (e) of regulation 292A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;]

27 · [(ra) " Shelf placement memorandum" means a placement memorandum filed by an Alternative Investment Fund for launching co-investment schemes;]

23 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025.

24 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 .

25 · The words "for fully liquidating the scheme" omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024 w.e.f 25-04-2024 .

26 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022, w.e.f. 25-07-2022.

27 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

28 · [(ta) "social enterprise" shall have the same meaning as assigned to it in clause (h) of regulation 292A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

28 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022, w.e.f. 25-07-2022.

31 · [(wa) "startup" means a private limited company or a limited liability partnership which fulfills the criteria for startup as specified by the Department of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India, vide notification no. G.S.R. 127(E) dated February 19, 2019 or such other policy of the Central Government issued in this regard from time to time;]

32 · [(y) " unit" means beneficial interest of the investors in the Alternative Investment Fund or a scheme of the Alternative Investment Fund and may be fully or partly paid up.

29 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2018, w.e.f. 01-06-2018. Prior to the substitution, it read as "company registered under Section 25 of the Companies Act, 1956".

30 · Omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022, w.e.f. 25-07-2022. Prior to its omission, clause (v) of sub-regulation (1) of regulation 2 read as under:

31 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021.

32 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021. Prior to the substitution, it read as-

36 · [ 37 [(za)] "venture capital undertaking" means a domestic company which is not listed on a recognised stock exchange at the time of making investments;]

33 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2013, w.e.f. 16-09-2013

34 · Substituted for "an angel fund as defined under Chapter III-A and" by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

35 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2024 w.e.f 20-07-2024.

36 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021. Prior to its substitution, clause (aa) read as under :

37 · Substituted for "(aa)" by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2021, w.e.f. 03-08-2021.

38 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2018, w.e.f. 01-06-2018. Prior to the substitution, it read as "Companies Act, 1956 (1 of 1956)".

39 · [Provided further that such existing funds, which do not propose to accept any fresh commitments after commencement of these regulations shall not be required to obtain registration under these regulations subject to submission of information on their activities to the Board in the manner as may be specified]

39 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2013, w.e.f. 16-09-2013 .

41 · [Provided further that the Board may specify enhanced regulatory reporting and other measures for the venture capital funds that do not seek registration as a migrated venture capital fund in terms of Chapter III-D.]

40 · Substituted for the words "re -registration under these regulations subject to approval of two-thirds of their investors by value of their investment" by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2024 w.e.f 20-07-2024.

41 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2024 w.e.f 20-07-2024.

42 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

43 · Substituted for the words "social venture funds" by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022.

44 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2022 w.e.f 24.01.2022.

45 · The words "to meet day-to-day operational requirements and" omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2024 w.e.f 07-08-2024 .

46 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 .

50 · Accredited Investors only fund; and]

47 · Substituted by Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2020 w.e.f 19 -10 -2020. Prior to its substitution, clause (g) read as follows;

48 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f such date as the Board may by notification in the Official Gazette appoint . Prior to its substitution, sub -clause (i) read as follows:

49 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025. Prior to the substitution, it read as "; and".

50 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025.

51 · The words "of experience and professional qualification" omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f such date as the Board may by notification in the Official Gazette appoint .

52 · [Provided further that a fresh certification shall be obtained before expiry of the validity of the existing certification to ensure continuity in compliance with the certification requirement.]

52 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f such date as the Board may by notification in the Official Gazette appoint .

53 · [(4) The Board may, on being satisfied that the applicant complies with the provisions of regulation 4 except those of clause (c) or clause (d) thereof, as the case may be, grant an inprinciple approval to the applicant:

53 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2013, w.e.f. 16-09-2013

54 · Substituted for the symbol ";" by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022.

55 · [Provided that a social impact fund or schemes of a social impact fund may also issue social units;]

56 · [(aa) The Alternative Investment Fund shall issue units in dematerialised form subject to the conditions specified by the Board from time to time.]

58 · [Provided that each scheme of the social impact fund shall have a corpus of at least five crore rupees;]

60 · [Provided further that this clause shall not apply to an accredited investor 61 [:]]

62 · [Provided further that in case of a social impact fund which invests only in securities of not for profit organizations registered or listed on a social stock exchange, the minimum value of investment by an individual investor shall be two lakh rupees;]

55 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022.

56 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 .

57 · Substituted for the symbol ";" by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022.

58 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022.

59 · Substituted for "." by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2021, w.e.f. 03-08-2021.

60 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2021, w.e.f. 03-08-2021.

61 · Substituted for the symbol ";" by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022, w.e.f 25.07.2022

62 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022.

64 · [Provided that accredited investors shall be excluded while computing the number of investor in a scheme of an Alternative Investment Fund:]

65 · [Provided 66 [further] that the provisions of the 67 [Companies Act, 2013] shall apply to the Alternative Investment Fund, if it is formed as a company.]

63 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2013, w.e.f. 16-09-2013 for the symbol ";"

64 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025.

65 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2013, w.e.f. 16-09-2013

66 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025.

67 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2018, w.e.f. 01-06-2018. Prior to the substitution, it read as "Companies Act, 1956".

70 · [(3) The Board may communicate its comments, if any, to the merchant banker prior to launch of the scheme and the merchant banker shall ensure that the comments are incorporated in the placement memorandum prior to launch of the scheme 71 [:]]

72 · [Provided that the requirements under sub-regulation (2) and (3) shall not apply to large value fund for accredited investors.]

68 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021.

69 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 11-11-2021.

70 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 11-11-2021. Prior to the substitution, it read as-

71 · Substituted for "." by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2022 w.e.f 24.01.2022

73 · [(4) The first close of the scheme shall be declared by an Alternative Investment Fund in the manner as may be specified by the Board from time to time.

74 · [Schemes of] Category III Alternative Investment Fund may be open ended or close ended.

75 · [The manner of calculating the tenure of a close ended scheme of an Alternative Investment Fund, including the manner of modification of the tenure, may be specified by the Board from time to time.]

77 · [Provided that a 78 [Accredited Investors only fund] may be permitted to extend its tenure up to five years subject to the approval of two-thirds of the unit holders by value of their investment in the 79 [Accredited Investors only fund]:

72 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2022 w.e.f 24.01.2022

73 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2022, w.e.f. 15-11-2022.

74 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021.

75 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2022, w.e.f. 15-11-2022.

76 · Substituted for "." by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2021, w.e.f. 03-08-2021.

81 · [In the absence of consent of unit holders under sub-regulation (5) or upon expiry of the extended tenure, the Alternative Investment Fund or the scheme of the Alternative Investment Fund shall be wound up in accordance with Regulation 29 of these regulations.]

77 · Substituted for "Provided that large value funds for accredited investors may be permitted to extend its tenure beyond two years, subject to terms of the contribution agreement, other fund documents and such conditions as may be specified by the Board from time to time." by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2024, w.e.f. 07-08-2024.

78 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025. Prior to the substitution, it read as "large value fund for accredited investors".

79 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025. Prior to the substitution, it read as "large value fund for accredited investors".

80 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025. Prior to the substitution, it read as "a large value fund for accredited investors".

81 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 . Prior to its substitution, sub -regulation (6) read as follows:

83 · [(c) Category I and II of Alternative Investment Funds shall invest not more than twenty five per cent of the investable funds in an Investee Company directly or through investment in the units of other Alternative Investment Funds 84 [:]

85 · [Provided that large value funds for accredited investors of Category I and II may invest up to fifty percent of the investable funds in an investee company directly or through investment in the units of other Alternative Investment Funds;]

86 · [(d) Category III Alternative Investment Funds shall invest not more than ten per cent of the investable funds in an Investee Company, directly or through investment in units

82 · Omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to its omission, clause (b) of sub-regulation (1) of regulation 15 read as under:

83 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021. Prior to its substitution clauses (c) and (d) read as under:

84 · Substituted for "." by the Securities and Exchange Board of India Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2021, w.e.f. 03-08-2021.

85 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2021, w.e.f. 03-08-2021.

86 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2022, w.e.f. 16-03-2022 . Prior to its substitution clause (d) read as under –

87 · [(da) Alternative Investment Funds which are authorised under the fund documents to invest in units of Alternative Investment Funds shall not offer their units for subscription to other Alternative Investment Funds;]

88 · [(e) Alternative Investment Fund shall not invest except with the approval of seventy five percent of investors by value of their investment in the Alternative Investment Fund in -

89 · [(ea) Except with the approval of seventy five percent of the investors by value of their investment in the scheme of Alternative Investment Fund and subject to the

87 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021.

88 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021. Prior to its substitution clauses (e) read as under –

89 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 .

90 · [(f) Un-invested portion of the investable funds and divestment proceeds pending distribution to investors may be invested in liquid mutual funds or bank deposits or other liquid assets of higher quality such as Treasury bills, Triparty Repo Dealing and Settlement, Commercial Papers, Certificates of Deposits, etc. till the deployment of funds as per the investment objective or the distribution of the funds to investors as per the terms of the fund documents, as applicable;]

91 · [(h) Investment by Category I and Category II Alternative Investment Funds in the shares of entities listed on institutional trading platform after the commencement of Securities and Exchange Board of India (Issue of Capital and Disclosure

90 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021. Prior to the substitution, it read as-

91 · Inserted by the Securities and Exchange Board of India (Alternative Investment Fund) (Amendment) Regulations, 2015, w.e.f. f. 14.08.2015

92 · [(i) Alternative Investment Funds shall hold their investments in dematerialised form, subject to such conditions as may be specified by the Board from time to time:

16 · (1) The following investment conditions shall apply to all Category I Alternative Investment Funds: -

93 · [(a) Category I Alternative Investment Fund shall invest in investee companies, venture capital undertakings, special purpose vehicles, limited liability partnerships 94 [,]

92 · Inserted by the Securities and Exchange Board of India (Alternative Investment Fund) (Amendment) Regulations, 2024, w.e.f. f. 05 -01 -2024.

93 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021. Prior to its substitution, clause (a) read as follows -

94 · Substituted for the word "or" by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021.

96 · [(aa) Category I Alternative Investment Funds may engage in hedging, including credit default swaps in terms of the conditions as may be specified by the Board from time to time.]

98 · [(c) Category I Alternative Investment Funds shall not borrow funds directly or indirectly or engage in any leverage for the purpose of making investments or otherwise, except for borrowing funds to meet temporary funding requirements and day-to-day operational requirements for not more than thirty days, on not more than four occasions in a year and not more than ten percent of the investable funds and subject to such conditions as may be specified by the Board from time to time:

95 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021.

96 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2023, w.e.f 09-01-2023.

97 · Omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021. Prior to its omission clause (b) read as follows:

98 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2024, w.e.f. 07-08-2024. Prior to the substitution, it read as-

99 · [(a) at least seventy-five percent of the investable funds shall be invested in unlisted equity shares or equity linked instruments of a venture capital undertaking or in companies listed or proposed to be listed on a SME exchange or SME segment of an exchange:

99 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021. Prior to the substitution, it read as-

100 · Omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021. Prior to the omission, it read as-

101 · Substituted for "Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and the provisions of clause (a) and clause (b) of sub-regulation (2)"

102 · [(d) such funds shall be exempt from sub-regulations (1) and (2) of regulation 3 and sub -regulation (1) of regulation 4 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 in respect of investment in companies listed on the SME exchange or SME segment of an exchange pursuant to due diligence of such companies subject to the following conditions:

102 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021. Prior to the substitution, it read as-

103 · Substituted by the Securities and Exchange Board of India (Alternative Investment Fund) (Amendment) Regulations, 2013, w.e..f 16-09-2013 for the word "corpus"

104 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021.

106 · [(c) such funds shall be exempt from sub-regulations (1) and (2) of regulation 3 and sub -regulation (1) of regulation 4 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 in respect of investment in companies listed on the SME exchange or SME segment of an exchange pursuant to due diligence of such companies subject to the following conditions:

105 · Substituted for "Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009" by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021.

106 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021. Prior to the substitution, it read as-

107 · Substituted for the word "venture" by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022.

108 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022. Prior to the substitution, clause (a) of sub-regulation (4) of regulation 16 read as under:

110 · [Provided that the amount of grant that may be accepted by the fund from any person shall not be less than 111 [ten lakh rupees]:

112 · [Provided further that the minimum amount of grant shall not apply to accredited investors:]

113 · [(ba) Notwithstanding the provisions of clauses (a) and (b), a social impact fund or schemes of a social impact fund launched exclusively for a not for profit organization registered or listed on a social stock exchange, shall be permitted to deploy or invest hundred percent of the investable funds in the securities of not for profit organizations registered or listed on a social stock exchange.]

109 · Substituted by the Securities and Exchange Board of India (Alternative Investment Fund) (Amendment) Regulations, 2013, w.e..f 16-09-2013 for the symbol "."

110 · Inserted by the Securities and Exchange Board of India (Alternative Investment Fund) (Amendment) Regulations, 2013, w.e..f 16-09-2013

111 · Substituted for the words "twenty five lakh rupees" by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022.

112 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021.

113 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022.

114 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022.

115 · Omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 w.e.f 25.07.2022. Prior to its omission, clause (d) of sub-regulation (4) of regulation 16 read as under:

118 · [(a) Category II Alternative Investment Funds shall invest in investee companies or in the units of Category I or other Category II Alternative Investment Funds as may be disclosed in the Placement Memorandum;

116 · Substituted by the Securities and Exchange Board of India (Alternative Investment Fund) (Amendment) Regulations, 2013, w.e..f 16-09-2013 for the word "corpus"

117 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021.

118 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2025, w.e.f. 23-05-2025. Prior to its substitution, clause (a) read as follows -

120 · [(c) Category II Alternative Investment Funds shall not borrow funds directly or indirectly or engage in any leverage for the purpose of making investments or otherwise, except for borrowing funds to meet temporary funding requirements and day-to-day operational requirements for not more than thirty days, on not more than four occasions in a year and not more than ten percent of the investable funds and subject to such conditions as may be specified by the Board from time to time:

121 · [(da) Category II Alternative Investment Funds may buy or sell credit default swaps in terms of the conditions as may be specified by the Board from time to time.]

119 · Omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021. Prior to its omission, clause (b) read as follows -

120 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2024, w.e.f. 07-08-2024. Prior to the substitution, it read as-

121 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2023, w.e.f 09-01-2023 .

123 · [(f) Category II Alternative Investment Funds shall be exempt from sub-regulations (1) and (2) of regulation 3 and sub-regulation (1) of regulation 4 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 in respect of investment in companies listed on the SME exchange or SME segment of an exchange pursuant to due diligence of such companies subject to the following conditions:

124 · [Conditions for co-investment by Category I and II Alternative Investment Funds.

17A · (1) Co-investment by investors of Category I or Category II Alternative Investment Fund shall be through a co-investment scheme launched under these regulations or through a Coinvestment Portfolio Manager as specified under the Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020.

122 · Substituted for "Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009" by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021.

123 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2018, w.e.f. 13-08-2021. Prior to the substitution, it read as-

124 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

125 · [(a) Category III Alternative Investment Funds may invest in securities of listed or unlisted investee companies, derivatives, units of other Alternative Investment Funds or complex or structured products;]

126 · [(aa) Category III Alternative Investment Funds may deal in goods received in delivery against physical settlement of commodity derivatives;]

127 · [(ab) Category III Alternative Investment Funds may buy or sell credit default swaps in terms of the conditions as may be specified by the Board from time to time.]

125 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021. Prior to its substitution, clause (a) read as follows -

126 · Inserted by the Securities and Exchange Board of India (Alternative Investment Fund) (Amendment) Regulations, 2019, w.e.f 10-05-2019.

127 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2023, w.e.f 09-01-2023.

128 · Omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021. Prior to its omission, clause (b) read as follows -

129 · [CHAPTER III -A

19A · For the purposes of this Chapter, unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below, and their cognate expressions and variations shall be construed accordingly,-

132 · [(2) "angel investor" means an accredited investor, or key management personnel of an angel fund or its manager, who invests in an angel fund.]

129 · Inserted by the Securities and Exchange Board of India (Alternative Investment Fund) (Amendment) Regulations, 2013, w.e..f 16-09-2013

130 · The words "Venture Capital Fund under" omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025 w.e.f 09-09-2025 .

131 · Substituted for the words "angel investors" by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

132 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment)

133 · [(3) "related party" shall have the same meaning as assigned to it under clause (zb) of subregulation (1) of regulation 2 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.]

19B · (1) The provisions of this Chapter shall apply to angel funds and 134 [their managers, sponsors, angel investors and investments of angel funds:]

135 · [Provided that the provisions of the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025 shall apply to angel funds registered prior to the notification of the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, in the manner as may be specified by the Board.]

133 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to its substitution, sub-regulation (3) read as follows –

134 · Substituted for the words and symbols "schemes launched by such angel funds." by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

135 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

140 · [Explanation: For the purpose of this sub-regulation, the provisions which are applicable to a scheme of an alternative investment fund, shall be applicable to the angel fund at the fund level, unless specifically stated otherwise.]

19C · (1) An applicant may apply for registration as an angel fund in accordance with the provisions of Chapter II of these Regulations.

19D · 142 [(1) Angel funds shall raise funds only from accredited investors by way of issue of units, in the manner as may be specified by the Board from time to time:

136 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

137 · Substituted for the words and symbols "clause (b) of sub-regulation (1) of regulation 16" by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-092025.

138 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

139 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fifth Amendment) Regulations, 2024, w.e.f. 18-11-2024.

140 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

141 · Omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to its omission, sub-regulation (2) of regulation 19C read as under:

142 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to its substitution, sub-regulation (1) read as follows –

143 · [(2) No minimum value of investment shall be applicable for investment in an angel fund by an angel investor.]

144 · [***]

145 · [(3)] Angel fund shall raise funds through private placement by issue of information memorandum or placement memorandum, by whatever name called.

146 · [Provided that the provisions of the Companies Act, 2013 shall apply to the Angel Fund , if it is formed as a company.]

147 · [(4) Such placement memorandum shall be filed with the Board in the specified format through a merchant banker while filing the application for registration as an angel fund.

144 · Omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to its omission, sub-regulation (3) read as follows –

145 · Sub -regulation (4) renumbered as (3) by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025 .

146 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds)(Amendment) Regulations, 2018, w.e.f. 01-06-2018.

147 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

148 · [19E. An angel fund shall not launch any schemes for soliciting funds from angel investors or making any investments.]

19F · 149 [(1) Angel funds shall invest only in startups, which are not promoted or sponsored by or related to a corporate group whose group turnover exceeds three hundred crore rupees:

148 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to its substitution, regulation 19E read as follows –

149 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to its substitution, sub-regulation (1) of regulation 19F read as follows – " (1) Angel funds shall invest in startups which:

150 · [(2) Investment made by an angel fund in any investee company shall not be less than ten lakh rupees and shall not exceed twenty five crores rupees.]

151 · [(3) Investment by an angel fund in an investee company shall be subject to lock-in period as may be specified by the Board.]

152 · [(5) Each investment of an angel fund in an investee company shall have contribution from at least two accredited investors.]

153 · [(6) Angel funds shall not accept contribution for investment in an investee company, from those angel investors who are a related party to such investee company.]

154 · [(7)] 155 [ An angel fund may also invest in the securities of companies incorporated outside India subject to such conditions or guidelines that may be stipulated or issued by the Reserve Bank of India and the Board from time to time.]

19G · 156 [***]

150 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to its substitution, sub-regulation (2) of regulation 19F read as follows –

151 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to its substitution, sub-regulation (3) of regulation 19F read as follows – " "

152 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to its substitution, sub-regulation (5) of regulation 19F read as follows –

153 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

154 · Sub -regulation (6) renumbered as (7) by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025 .

155 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2016, w.e.f. 04-01-2017 .

157 · [(1)] The manager or sponsor shall have a continuing interest in 158 [each investment of] the angel fund of not less than 159 [half percent of the amount invested or fifty thousand rupees, whichever is higher,] and such interest shall not be through the waiver of management fees.

160 · [(2)] 161 [The manager shall accept contribution from an angel investor for investing in an investee company only after obtaining approval from the angel investor for such investment.]

162 · [(3) The manager shall disclose and offer each investment opportunity to all the angel investors of the angel fund.

157 · Sub -regulation (2) renumbered as (1) by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025 .

158 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

159 · Substituted for the words and symbols "two and half percent of the corpus or fifty thousand rupees,whichever is lesser," by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025 .

160 · Sub -regulation (3) renumbered as (2) by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025 .

161 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025. Prior to its substitution, the text of sub-regulation (3) re-numbered as subregulation (2) of regulation 19G read as follows –

162 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025, w.e.f. 09-09-2025.

19H · Units of angel funds shall not be listed on any recognised stock exchange.]

163 · [CHAPTER III -B SPECIAL SITUATION FUNDS

19I · For the purposes of this Chapter, unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below and their cognate expressions and variations shall be construed accordingly,-

163 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2022 w.e.f 24.01.2022

19J · (1) The provisions of this Chapter shall apply to special situation funds and schemes launched by such special situation funds.

19K · An applicant may apply for registration as a special situation fund in accordance with the provisions of Chapter II of these Regulations.

19L · (1) Each scheme of a special situation fund shall have a corpus as may be specified by the Board.

19M · (1) Special situation funds shall invest only in special situation assets and may act as a resolution applicant under the Insolvency and Bankruptcy Code, 2016:

164 · [CHAPTER III - C CORPORATE DEBT MARKET DEVELOPMENT FUND

19N · (1) The provisions of this Chapter shall apply only to the Corporate Debt Market Development Fund.

164 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 .

19O · (1) The Corporate Debt Market Development Fund shall be constituted in the form of a Trust and the instrument of Trust shall be in the form of a deed duly registered under the provisions of the Indian Registration Act, 1908. (2) The Corporate Debt Market Development Fund shall apply for registration as an Alternative Investment Fund in accordance with the provisions of Chapter II of these regulations. (3) The placement memorandum of the Corporate Debt Market Development Fund shall be filed with the Board. (4) The Board may communicate its comments, if any, to the Manager prior to the launch of the fund and the Manager shall incorporate the comments in the placement memorandum prior to the launch of the fund. (5) The Corporate Debt Market Development Fund shall be a close ended fund, with a tenure of

19P · (1) The units of the Corporate Debt Market Development Fund shall be offered to the Asset

19Q · (1) During periods of market dislocation, the Corporate Debt Market Development Fund shall purchase corporate debt securities from the specified debt-oriented schemes of mutual funds which meet the following eligibility criteria:

19R · (1) The portfolio of the Corporate Debt Market Development Fund shall be disclosed to the unitholders on a fortnightly basis.

19S · (1) The Corporate Debt Market Development Fund shall appoint a trustee company.

19T · The units of the Corporate Debt Market Development Fund shall not be listed on any recognised stock exchange.

19U · (1) The provisions of Chapter III-C of these regulations shall cease to exist upon the winding up of the Corporate Debt Market Development Fund.

165 · [CHAPTER III-D

19V · For the purpose of this Chapter, unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below and their cognate expressions and variations shall be construed accordingly,-

165 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2024 w.e.f 20-07-2024 .

19W · (1) The provisions of this Chapter shall apply only to migrated venture capital funds and schemes launched by such migrated venture capital funds.

19X · (1) An application for seeking registration as a migrated venture capital fund shall be made to the Board in the manner specified by Board.

19Y · For the purpose of the grant of certificate under this Chapter, the Board shall consider the following eligibility conditions, namely, —

19Z · Migrated venture capital fund shall not issue a document or an advertisement inviting offers from the public for the subscription or purchase of any of its units.

166 · [20 (1) Alternative Investment Fund, key management personnel of the Alternative Investment Fund, trustee, trustee company, directors of the trustee company, designated partners or directors of the Alternative Investment Fund, as the case may be, managers and key management personnel of managers shall abide by the Code of Conduct as specified in the Fourth Schedule. Explanation.– For the purpose of this sub-regulation, 'key management personnel' shall have the meaning as specified by the Board from time to time.

166 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021.Prior to its substitution regulation 20 read as follows-

167 · [Provided further that the provisions of this sub-regulation shall not apply to large value fund for accredited investors.]

168 · [(11) The Sponsor or Manager of the Alternative Investment Fund shall appoint a Custodian registered with the Board for safekeeping of the securities of the Alternative Investment Fund, in the manner as may be specified by the Board from time to time:

167 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025.

168 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2024, w.e.f. 05-01-2024. Prior to the substitution, it read as

169 · [(11A) A Custodian which is an associate of the Sponsor or Manager of an Alternative Investment Fund may act as a custodian for that Alternative Investment Fund only when all the following conditions are met:

173 · [(15) The Manager shall not provide advisory services to any investor other than the investors of a co -investment scheme or clients of a Co -investment Portfolio Manager as specified in the

169 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2024, w.e.f. 05-01-2024.

170 · Omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2022, w.e.f. 15-11-2022.

171 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2022, w.e.f. 15-11-2022.

172 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2022, w.e.f. 15-11-2022.

174 · [(16) The Manager and either the trustee or the trustee company or the Board of Directors or designated partners of the Alternative Investment Fund, as the case may be, shall ensure that the assets and liabilities of each scheme of an Alternative Investment Fund are segregated and ringfenced from other schemes of the Alternative Investment Fund; and bank accounts and securities accounts of each scheme are segregated and ring-fenced.]

175 · [(17) The Manager shall appoint a Compliance Officer who shall be responsible for monitoring compliance with the provisions of the Act, rules, regulations, notifications, circulars, guidelines, instructions or any other directives issued by the Board.

176 · [(20) Every Alternative Investment Fund, Manager of the Alternative Investment Fund and Key Management Personnel of the Manager and the Alternative Investment Fund shall exercise specific due diligence, with respect to their investors and investments, to prevent facilitation of circumvention of such laws, as may be specified by the Board from time to time.

174 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2022, w.e.f. 15-11-2022.

175 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 .

176 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024 w.e.f 25-04-2024 .

177 · [(21) The investors of a scheme of an Alternative Investment Fund shall have rights, pro-rata to their commitment to the scheme, in each investment of the scheme and in the distribution of proceeds of such investment, except as may be specified by the Board from time to time:

179 · [(23) The Alternative Investment Fund shall ensure compliance with the Investor Charter specified by the Board from time to time.]

180 · [(24) The responsibilities and obligations of a trustee of an Alternative Investment Fund specified under these regulations shall, in case of an Accredited Investors only fund, be carried out by the manager of the Accredited Investors only fund.]

177 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Fifth Amendment) Regulations, 2024 w.e.f 18-11-2024 .

178 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025. Prior to the substitution, it read as "Large Value Fund for Accredited Investors".

179 · Inserted by the Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025 w.e.f. 10 -02 -2025.

180 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, w.e.f. 19-11-2025.

181 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 01-11-2023 .

182 · [Provided that for the purpose of calculation of NAV, Category III Alternative Investment Funds shall undertake valuation of their investment in unlisted securities and listed debt securities by an independent valuer .

24 · The Manager shall be obliged to:

182 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 01-11-2023 .

183 · [ Grievance Redressal Mechanism.

24A · (1) The Manager shall redress investor grievances promptly but not later than twenty-one calendar days from the date of receipt of the grievance and in such manner as may be specified by the Board.

184 · [All claims, differences or disputes between investors and the Alternative Investment Fund or the Manager arising out of or in relation to the activities of the Alternative Investment Fund or the Manager in the securities market shall be submitted to a dispute resolution mechanism that includes mediation and/or conciliation and/or arbitration, in accordance with the procedure specified by the Board:

183 · Inserted by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 w.e.f. 18-08-2023.

184 · Substituted by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 w.e.f 04-07-2023 . Prior to its substitution, the regulation read as follows:

29 · (1) An Alternative Investment Fund set up as a trust shall be wound up:

185 · Substituted by the Securities and Exchange Board of India (Alternative Investment Funds)(Amendment) Regulations, 2018, w.e.f. 01-06-2018. Prior to its substitution, it read as "Companies Act, 1956 (1 of 1956)".

191 · [Notwithstanding anything contained in sub-regulation (7), during liquidation period of a scheme, an Alternative Investment Fund may distribute investments of a scheme which are not sold due to lack of liquidity, in-specie to the investors or 192 [enter into dissolution period], after obtaining approval of at least seventy five percent of the investors by value of their investment in the scheme of the Alternative Investment Fund, in the manner and subject to conditions specified by the Board from time to time:

186 · Substituted for the words "one year from the date of intimation under sub-regulation (5) of regulation 29 " by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15 -06 -2023 .

187 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 .

188 · Substituted for the words "in specie distribution of assets of the Alternative Investment Fund " by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-062023 .

189 · Substituted for the words "including on winding up of the Alternative Investment Fund " by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-062023 .

190 · Substituted for the words "after obtaining approval of at least seventy five percent of the investors by value of their investment in the Alternative Investment Fund " by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 .

191 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 .

192 · Substituted for the words "sell such investments to a liquidation scheme" by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024 w.e.f 25-04-2024.

193 · [(9A) If the liquidation period for a scheme of an Alternative Investment Fund has expired or is expiring within three months from the date of notification of the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024, such schemes may be granted an additional liquidation period, subject to such conditions and in the manner as may be specified by the Board:

194 · [(11)] Upon winding up of the Alternative Investment Fund, the certificate of registration shall be surrendered to the Board.

195 · [Liquidation Scheme.

29A · (1) The Alternative Investment Fund may launch a liquidation scheme subject to filing of placement memorandum with the Board.

193 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024 w.e.f 25-04-2024 .

194 · Sub -regulation (10) renumbered as (11) by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024 w.e.f 25-04-2024 .

195 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 .

196 · [(8) No Alternative Investment Fund shall launch any new liquidation scheme under this regulation after the notification of the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024:

197 · [Dissolution Period.

29B · (1) A scheme of an Alternative Investment Fund may enter into a dissolution period in the manner and subject to such conditions as may be specified by the Board.

196 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024 w.e.f 25-04-2024 .

197 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024 w.e.f 25-04-2024 .

35 · (1) An Alternative Investment Fund which—

198 · [CHAPTER VI-A POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS

35A · . (1) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation 199 [***] relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets.

198 · Inserted by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, w.e.f. 17 -04 -2020.

199 · The words "in technological aspects" omitted by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, w.e.f. 03-08-2021.

200 · [Provided further that the venture capital funds that seeks registration as a migrated venture capital fund in terms of Chapter III-D shall be governed by these regulations from the date of grant of certificate of registration:

200 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2024 w.e.f 20-07-2024.

1 · GENERAL INFORMATION

201 · [(e) Category under which the application is made –

204 · [Specified Alternative Investment Fund as provided under Regulation 19 of these regulations: Corporate Debt Market Development Fund]

2 · DETAILS OF APPLICANT

201 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2022 w.e.f 24.01.2022

202 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025 w.e.f 09-09-2025 .

203 · Substituted for the word "venture" by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022, w.e.f. 25.07.2022.

204 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023 .

205 · Substituted by the Securities and Exchange Board of India (Alternative Investment Fund) (Amendment) Regulations, 2013, w.e..f 16-09-2013, for the words "duly registered".

3 · DETAILS OF SPONSOR(S) (Sponsor shall be as defined in 206 [clause (w) of subregulation (1) of regulation 2]),

4 · DETAILS OF MANAGER

206 · Substituted by the Securities and Exchange Board of India (Alternative Investment Fund) (Amendment) Regulations, 2013, w.e..f 16-09-2013, for the words, symbols and number "sub-regulation (w) of regulation 2"

5 · DETAILS OF BUSINESS PLAN AND INVESTMENT STRATEGY

6 · DETAILS OF REGULATORY ACTION TAKEN IN THE PAST, IF ANY

7 · OTHER INFORMATION/DECLARATIONS

208 · [PART A

207 · Substituted for the words and symbols "sub-regulation (5) of regulation 3, sub-regulation (2) of regulation 6 and sub -regulation (2) of regulation 12" by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025 w.e.f 09-09-2025.

208 · Substituted by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2014, (w.e.f 23.05.2014). Prior to its substitution, the Second Schedule, Part A as amended by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2013, w.e.f. 16-09-2013, read as under:

209 · The words "other than Angel Funds" omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025 w.e.f 09-09-2025.

210 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025 w.e.f 09-09-2025.

211 · The words "Re -registration Fee: ₹1,00,000 " omitted by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2024 w.e.f 20-07-2024 .

214 · [The fees specified above shall be payable by way of direct credit into the bank account through NEFT/RTGS/IMPS or online payment using the SEBI Payment Gateway or any other mode as may be specified by the Board from time to time.]

212 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025 w.e.f 09-09-2025.

213 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 w.e.f 15-06-2023.

214 · Substituted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023, w.e.f 01-042023. Prior to its substitution, it read as under:

3 · Amendments to Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeover) Regulations, 2011.

215 · [Fourth Schedule

1 · Code of Conduct for Alternative Investment Funds

215 · Inserted by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021, w.e.f. 05-05-2021.

2 · Code of Conduct for the Managers of Alternative Investment Funds and key management personnel of Managers and Alternative Investment Funds

3 · Code of Conduct for members of the Investment Committee, trustee, trustee company, directors of the trustee company, directors or designated partners of the Alternative Investment Fund