The Securities and Exchange Board of India (SEBI) on November 18, 2025, issued the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025 to further amend the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.
The following amendments have been stated:
• In sub-regulation (1) of regulation 2,
o after the clause (ab), the following clause shall be inserted, namely, -
“(ac) “Accredited Investors only fund” means an Alternative Investment Fund or scheme of the Alternative Investment Fund in which each investor other than the Manager, Sponsor, employees or directors of the Alternative Investment Fund or employees or directors of the Manager, is an Accredited Investor:
Provided that an Alternative Investment Fund or a scheme of an Alternative Investment Fund, launched prior to the notification of Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, may be permitted to convert to Accredited Investors only fund, subject to the conditions as may be specified by the Board.
Explanation - ‘Accredited Investors only fund’ shall include ‘large value fund for accredited investors’.”
o in clause (pa)-
a. the word “seventy” shall be substituted with words “twenty-five”.
b. the following proviso shall be inserted, namely, -
“Provided that an Alternative Investment Fund or a scheme of an Alternative Investment Fund, launched prior to the notification of the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, may be permitted to convert to a large value fund for accredited investors, subject to the conditions as may be specified by the Board.”
• In clause (f) of regulation 10,
o in the proviso, after the word “Provided”, the word “further” shall be inserted.
o before the existing proviso, the following new proviso shall be inserted, namely, -
“Provided that accredited investors shall be excluded while computing the number of investor in a scheme of an Alternative Investment Fund:”
• In regulation 20,
o in sub-regulation (8), after the first proviso, the following new proviso shall be inserted, namely, -
“Provided further that the provisions of this sub-regulation shall not apply to large value fund for accredited investors.”
o in the second proviso of sub-regulation (22), the words “Large Value Fund for Accredited Investors” shall be substituted with “Accredited Investors only fund”.
o after sub-regulation (23), the following new sub-regulation shall be inserted, namely, -
“(24) The responsibilities and obligations of a trustee of an Alternative Investment Fund specified under these regulations shall, in case of an Accredited Investors only fund, be carried out by the manager of the Accredited Investors only fund.”
They shall come into force on November 18, 2025.
[Notification No. SEBI/LAD-NRO/GN/2025/274]
