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In force from 1 April 2027. The SEBI (Portfolio Managers) Regulations, 2026 were notified on 7 October 2026 and replace the 2020 Regulations from 1 April 2027. Until then, the 2020 Regulations apply.

REGULATION 12 · Chapter IV · Co-investment portfolio managers

Specific provisions for co–investment portfolio managers

SEBI (Portfolio Managers) Regulations, 2026 · notified 7 October 2026 · in force from 1 April 2027

In plain English

Co-investment portfolio managers (Chapter IV): co-investors' terms cannot be more favourable than the AIF's; exit terms and timing must be identical to the AIF's; early withdrawal is allowed only to the extent the AIF has exited. The co-investment portfolio manager invests 100% of its AUM in unlisted securities of investee companies in which the Category I and II AIFs it manages invest.

This note explains the provision; the notified text below is the law.

Regulation 12 as notified

(1) The co–investment Portfolio Manager may designate a member of the Key Investment Team of the manager as the principal officer who fulfils either of the criteria specified in Regulation 4(g) of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. (2) Where a member of the Key Investment Team of the manager is appointed as the principal officer under this regulation, the requirement under Regulation 4(b)(i) of these regulations shall not apply to the principal officer so appointed. (3) In addition to provisions mentioned in Third Schedule, following conditions shall be applicable on co–investment portfolio managers – (a) the terms of co–investment in an investee company by a co–investor, shall not be more favourable than the terms of investment of the Alternative Investment Fund; (b) the terms of exit from the co–investment in an investee company including the timing of exit shall be identical to the terms applicable to that of exit of the Alternative Investment Fund; (c) the early withdrawal of funds by the co–investors with respect to co–investment in investee companies shall be all owed to the extent that the Alternative Investment Fund has also made an exit from respective investment in such investee companies. (4) For requirement of calculation of performance of the portfolio manager specified in Regulation 1 5(2)(c)(ix) of these regulations, a co–investment portfolio manager shall calculate the performance in the manner agreed between the co–investment portfolio manager and the client. (5) The co–investment portfolio manager shall invest hundred percent of the assets under management in unlisted securities of investee companies where Category I and Category II Alternative Investment Funds managed by it as Manager, make investment. (6) For requirement of appointment of compliance officer specified in regulation 2 7(1) of these regulations, a co–investment portfolio manager may assign the role of compliance officer to the principal officer appointed in terms of regulation 4(b)(i) of these regulations.

English text of the Gazette notification. Read with any circulars SEBI issues under these Regulations.

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The plain-English note is a learning aid. The notified text is the law; check later SEBI circulars.

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