SEBI Notifies AIF Amendment Regulations, 2025 November 18, 2025
Published in: Investment Funds
DISCLAIMER: The material contained in this publication is solely for information and general guidance and not for advertising or soliciting. The information provided does not constitute professional advice that may be required before acting on any matter. While every care has been taken in the preparation of this publication to ensure its accuracy, Vaish Associates Advocates neither assumes responsibility for any errors, which despite all precautions, may be found herein nor accepts any liability, and disclaims all responsibility, for any kind of loss or damage arising on account of anyone acting / refraining to act by placing reliance upon the information contained in this publication.
Securities and Exchange Board of India (SEBI), vide its notification dated November 18, 2025, has notified the SEBI (Alternative Investment Funds) (Third Amendment) Regulations, 2025 (“AIF Amendment Regulations”), thereby amending the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Principal Regulations”). SEBI has outlined a framework for Alternative Investment Funds (“AIFs”) catering only to accredited investors.
The key amendments are as follows:
- The definition of ‘Accredited Investors only fund’ has been introduced which means an AIF or scheme of the AIF in which each investor other than the manager, sponsor, employees or directors of the AIF or employees or directors of the manager, is an accredited investor. Accredited Investors only fund shall include large value fund for accredited investors.
- An AIF or a scheme of an AIF, launched prior to the notification of the AIF Amendment Regulations, may be permitted to convert to Accredited Investors only fund, subject to the conditions as may be specified by SEBI.
- The minimum investment threshold for an accredited investor in a large value fund has been reduced to INR 25,00,00,000 from INR 70,00,00,000.
- The requirement of at least 1 key personnel of the key investment team of the manager of the AIF having relevant certification as may be specified by SEBI from time to time (Regulation 4(g)(i)) shall not apply to Accredited Investors only fund.
- Under the AIF Principal Regulations, no scheme of an AIF shall have more than 1000 investors. AIF Amendment Regulations has added a proviso to the said regulation which states that accredited investors shall be excluded while computing the number of investors in a scheme of an AIF.
- The term ‘large value fund for accredited investors’ has been replaced by ‘Accredited Investors only fund’ in Regulation 13(5) pertaining to the proviso on the extension of tenure of the AIF.
- The provision on responsibility of the members of the investment committee to ensure that the decisions of the investment committee are in compliance with the policies and procedures laid down in the AIF Principal Regulations shall not apply to large value fund for accredited investors.
- The requirement that rights of investors of a scheme of an AIF, other than that specified in Regulation 20(21), shall be pari-passu in all aspects shall not apply to Accredited Investors only fund. The term ‘large value fund for accredited investors’ has been replaced by ‘Accredited Investors only fund’.
- The responsibilities and obligations of a trustee of an AIF specified under the AIF Principal Regulations shall, in case of an Accredited Investors only fund, be carried out by the manager of the Accredited Investors only fund.
To read the AIF Amendment Regulations click here
For any clarification, please write to:
Mr. Yatin Narang
Partner
[email protected]
