Chapter III-D · Migrated Venture Capital Funds
Regulation 19AC
Contents of Placement Memorandum
Chapter III-D · Migrated Venture Capital Funds
SEBI (Alternative Investment Funds) Regulations, 2012
In plain English
In plain English
The placement memorandum or subscription agreement of a migrated venture capital fund must set out, among other things, the trustees or trustee company and the directors or chief executives, the corpus and the minimum amounts to be raised for the fund and each scheme (with the refund arrangement if those minimums are not met), the entitlements on the units, the likely tax implications for investors and the manner of subscription.
Where this sits
Regulation 19AC is in Chapter III-D — Migrated Venture Capital Funds 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).
Where it connects
The text of this regulation does not refer to other numbered regulations.
Chapter
Check yourself
1 practice question on Regulation 19AC, each with an explanation for every option.
- Which item must the placement memorandum of a migrated venture capital fund include?
The regulation
19AC. The placement memorandum or the subscription agreement with investors shall contain the following, namely –
(a) details of the trustees or trustee company and the directors or chief executives of the migrated venture capital fund;
(b) the corpus of the fund, the minimum amount to be raised for the fund to be operational, the minimum amount to be raised for each scheme and the provision for refund of monies to the investor in the event of non-receipt of minimum amount;
(c) details of entitlements on the units of venture capital fund for which subscription is being sought;
(d) tax implications that are likely to apply to investors;
(e) manner of subscription to the units of the migrated venture capital fund;
(f) the period of maturity, if any, of the fund;
(g) the manner, if any, in which the fund shall be wound up;
(h) the manner in which the benefits accruing to investors in the units of the trust are to be distributed;
(i) details of the fund manager or asset management company, if any, and the fees to be paid to such manager;
(j) the details about performance of the fund, if any, managed by the Fund Manager;
(k) investment strategy of the fund; and
(l) any other information specified by the Board.
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 19AC
- 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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