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AIF Documentation

AIF Documentation

Complete, Compliant Documentation for Your Alternative Investment Fund

An AIF's documentation set — the trust deed, PPM, investment management agreement, contribution agreement, and side letters — governs every aspect of how the fund operates, from investor rights to fee arrangements. Inconsistent or non-compliant documentation creates regulatory risk and investor disputes down the line.

We draft and review the full suite of AIF documentation, ensuring internal consistency across documents, compliance with SEBI's disclosure requirements, and clear articulation of investor rights, fees, and fund governance.

Our AIF Documentation Services

Private Placement Memorandum (PPM)

Drafting the PPM covering investment strategy, risk factors, fee structure, and fund governance as required by SEBI.

Trust Deed / LLP Agreement

Preparing the constitutional document establishing the fund's legal structure, trustee powers, and governance framework.

Investment Management Agreement

Drafting the agreement setting out the investment manager's authority, fees, and obligations to the fund.

Contribution Agreement

Preparing investor-facing agreements covering commitment amounts, drawdown mechanics, and investor rights.

Side Letters

Drafting side letters for anchor or institutional investors covering specific negotiated terms consistent with SEBI norms.

PPM Audit & Compliance Filing

Coordinating the annual PPM audit required under SEBI regulations and filing the audit report with SEBI.

Why AIF Documentation Needs Specialist Drafting

  • SEBI prescribes specific mandatory disclosures that must appear in every PPM
  • Inconsistencies between the PPM, trust deed, and contribution agreement can create investor disputes
  • Fee and expense disclosures must be transparent and consistent with SEBI's stipulated disclosure norms
  • Side letters must not grant preferential terms that are prohibited or require broader disclosure under SEBI rules
  • Annual PPM audit is mandatory and must be filed with SEBI within the prescribed timeline
  • Well-drafted documentation reduces friction and legal risk during investor onboarding and fund operations

Frequently Asked Questions

What must a PPM disclose under SEBI regulations?
SEBI requires the PPM to disclose the fund's investment objective and strategy, target corpus, fee and expense structure, risk factors, conflicts of interest, key terms of the fund, and details of the sponsor, manager, trustee, and key investment team, among other prescribed disclosures.
Is the PPM audit mandatory every year?
Yes. SEBI requires AIFs to carry out an annual audit of the PPM by a chartered accountant or company secretary in practice, verifying compliance of the fund's actual terms and operations with the disclosures made in the PPM, and this audit report must be submitted to SEBI within the timeline prescribed.
What is a side letter and is it permitted under SEBI rules?
A side letter is a separate agreement between the fund and a specific investor, typically an anchor or large institutional investor, covering additional or modified terms. SEBI permits side letters but requires that any preferential rights offered do not violate the principle of fair treatment of investors and, in certain cases, must be disclosed to other investors.
What is the difference between a contribution agreement and the PPM?
The PPM is the fund's core disclosure document describing the strategy, risks, and terms offered to all prospective investors, while the contribution agreement is the binding document executed individually with each investor, setting out their specific commitment amount, drawdown schedule, and acknowledgement of the PPM terms.
Can documentation be amended after the fund is registered?
Yes, amendments to the PPM or other fund documents are possible, but material changes to strategy, key terms, or fees typically require investor consent as specified in the fund documents, and certain material changes must also be intimated to SEBI within the prescribed timeline.

Get Your AIF Documentation Right

From PPM drafting to annual PPM audits, we ensure your fund's documentation is complete, consistent, and SEBI-compliant.

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