FME Regulatory Intelligence, Learning & Practice · IFSCA (Fund Management) Regulations, 2025

Topic B of 6 · 10 terms

Fund structures

How are the different entities connected?

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1 · In one sentence

A portfolio manager that lets investors of the Category I or II AIFs it manages invest directly in the same unlisted companies as those AIFs.

2 · Think of it like thisLike inviting a few dinner guests to share a second dish you already ordered, at the same price and on the same terms.

4 · A real-world example

An AIF's manager invests ₹40 crore from the fund in a company; through its co-investment portfolio manager, two large investors put in ₹10 crore more in the same company.

5 · Why it matters

It lets investors add to a deal they like without getting better terms than the AIF itself.

6 · Don't confuse it with

An AIF co-investment scheme is run inside the AIF framework; a co-investment portfolio manager does it through the PMS route.

7 · Regulatory meaning

Reg 12, SEBI (Portfolio Managers) Regulations, 2026 (in force from 1 April 2027): co-investors' terms cannot be more favourable than the AIF's, exit terms and timing must be identical, and 100% of its AUM is invested in unlisted securities of investee companies in which the Category I and II AIFs it manages invest.

8 · Explain it to someone else

Remember it this way: Co-investment PM = same deal, same terms, alongside the AIF.

Plain-English explanations to aid understanding. Regulatory points cite their source; general finance concepts are explained as commonly used. Not legal or tax advice.

Prashant Kumar

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CS Prashant Kumar

Company Secretary & Compliance Officer
Global Horizons Capital Advisors (IFSC) Private Limited — an IFSCA-licensed investment banker

13+ years of experienceFCS Fellow member, ICSIAuthor Audit Under Fire

Published in The Chartered Accountant (Jun 2025, Jan 2025, Mar 2024) and Chartered Secretary (Aug 2023)

Prashant Kumar is a seasoned Company Secretary and corporate governance strategist with more than 13 years of experience advising large corporates, promoter-led groups and global businesses on compliance, regulatory risk and board governance. In GIFT IFSC, the IFSCA regime is his day job rather than a research topic.