Chapter III · Investment Conditions and Restrictions
Regulation 11
Placement Memorandum
Chapter III · Investment Conditions and Restrictions
SEBI (Alternative Investment Funds) Regulations, 2012
In plain English
In plain English
An AIF raises money only by private placement, through an information or placement memorandum. The memorandum must carry all material information an investor needs: the fund and the manager, the key investment team, target investors, fees and expenses, tenure, redemption conditions, strategy, risk management, service providers, conflicts of interest and how they are handled, disciplinary history, affiliations and how the fund or scheme will be wound up.
What the Master Circular adds
From SEBI's Master Circular for AIFs (updated 16 June 2026). The Regulation sets the rule; the Master Circular sets how it works in practice.
- MC Ch 2
The PPM follows a SEBI template in two parts: Part A for minimum disclosures and Part B for any further information. Category I and II use the template at Annexure 1; Category III uses Annexure 2.
- MC Ch 2
The template does not apply to angel funds, or to schemes where every investor commits at least ₹70 crore (USD 10 million) and gives the fund a waiver in the prescribed form.
Where this sits
Regulation 11 is in Chapter III — Investment Conditions and Restrictions of the SEBI (Alternative Investment Funds) Regulations, 2012.
Provisos, explanations and conditions
This regulation has no provisos or explanations in its text. Check Connections for other provisions it refers to.
What changed
No change to this regulation by the 2026 amendments (No. 303 of 16 April 2026 and No. 313 of 10 July 2026).
Words in square brackets in the official text mark earlier amendments made before 2026. Their earlier wording is not shown because it has not been verified here.
Where it connects
The text of this regulation does not refer to other numbered regulations.
Related Master Circular chapters (by subject)
Chapter
Check yourself
2 practice questions on Regulation 11, each with an explanation for every option.
- How does an AIF raise funds?
- For which scheme is the SEBI PPM template not mandatory?
The regulation
11. (1) Alternative Investment Fund shall raise funds through private placement by issue of information memorandum or placement memorandum, by whatever name called.
(2) Such information or placement memorandum as specified in sub-regulation (1) shall contain all material information about the Alternative Investment Fund and the Manager, background of key investment team of the Manager, targeted investors, fees and all other expenses proposed to be charged, tenure of the Alternative Investment Fund or scheme, conditions or limits on redemption, investment strategy, risk management tools and parameters employed, key service providers,[terms of reference of the committee constituted for approving the decisions of the Alternative Investment Fund,] conflict of interest and procedures to identify and address them, disciplinary history, the terms and conditions on which the Manager offers investment services, its affiliations with other intermediaries, manner of winding up of the Alternative Investment Fund or the scheme and such other information as may be necessary for the investor to take an informed decision on whether to invest in the Alternative Investment Fund.
Text from the consolidated Regulations. Square brackets and [***] mark earlier amendments and omissions, as in the official text. Check the official Gazette text before relying on it.
Last checked against source on 10 October 2026: consolidated Regulations to 19 November 2025, read with Amendment Regulations No. 303 (16 April 2026) and No. 313 (10 July 2026).
Source and verification
- Instrument
- SEBI (Alternative Investment Funds) Regulations, 2012 — Regulation 11
- Text used
- Consolidated Regulations as amended up to 19 November 2025, read with the 2026 amendments (no change to this regulation)
- Last checked
- 10 October 2026
- Official source
- www.sebi.gov.in → Legal → Regulations. The Gazette text prevails.
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