Chapter III · Investment Conditions and Restrictions
Regulation 9
Investment Strategy
Chapter III · Investment Conditions and Restrictions
SEBI (Alternative Investment Funds) Regulations, 2012
In plain English
In plain English
The placement memorandum must set out the fund's investment strategy, purpose and methodology. Any material change to the strategy needs the consent of at least two-thirds of unit holders, counted by the value of their investment.
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 13
A material change (a change in the fundamental attributes of the fund, including a change in control or change of the sponsor or manager) requires an exit option for unit holders who do not want to stay.
- MC Ch 13
In a close-ended scheme, the exit is by the manager (or a person it arranges) buying out dissenting investors' units at not less than the average of two independent valuations. The manager is responsible for providing the exit.
Where this sits
Regulation 9 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).
Where it connects
The text of this regulation does not refer to other numbered regulations.
Chapter
Check yourself
1 practice question on Regulation 9, each with an explanation for every option.
- A manager wants to make a material change to the fund's strategy. Whose consent is needed?
The regulation
9. (1) All Alternative Investment Funds shall state investment strategy, investment purpose and its investment methodology in its placement memorandum to the investors.
(2) Any material alteration to the fund strategy shall be made with the consent of atleast two-thirds of unit holders by value of their investment 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 9
- 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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