AIF Documentation Services

AIF documentation forms the legal and commercial backbone of every Alternative Investment Fund — defining the rights and obligations of sponsors, managers, trustees, and investors, and capturing how the fund will invest, charge fees, and distribute returns.

With SEBI prescribing detailed PPM disclosure formats, mandating PPM audits, and tightening expectations on side letters, conflicts of interest, and investor protection, well-drafted documentation is no longer optional — it is critical for both regulatory and commercial reasons.

We assist sponsors, fund managers, family offices, and trustees in drafting, reviewing, and updating the complete suite of AIF documents — PPM, trust deed, contribution agreement, IMA, side letters, and ongoing investor communications — aligned with SEBI Regulations and best practices.

Our AIF Documentation Services

Private Placement Memorandum

Drafting and updating of PPM in SEBI-prescribed format, capturing strategy, risks, fees, and disclosures.

Trust Deed

Drafting of trust deed establishing the AIF, defining trustee role, sponsor commitment, and beneficiaries.

Contribution / Subscription Agreement

Investor-facing contribution agreement covering commitments, drawdowns, and key terms.

Investment Management Agreement

IMA between the trust and investment manager, including scope, fees, and indemnities.

Side Letters

Drafting of investor-specific side letters within SEBI's anti-discrimination framework.

Sponsor & Manager Documents

Sponsor commitment letter, manager constitution documents, and key person undertakings.

PPM Audit Support

Preparation of records and reconciliations for annual PPM audit and SEBI submissions.

Periodic Updates & Disclosures

Periodic PPM updates, investor disclosures, and ongoing communications and reporting.

Our Documentation Process

Brief & Strategy

Understanding the fund strategy, investor base, fee structure, and regulatory category.

First-Cut Drafts

Preparation of first drafts of PPM, trust deed, contribution agreement, and IMA.

Stakeholder Review

Review with sponsor, manager, trustee, legal counsel, and selected anchor investors.

SEBI Alignment

Alignment with SEBI Regulations, prescribed templates, and current circulars.

Finalisation & Execution

Finalisation, execution, and distribution of documents to investors and service providers.

Why AIF Documentation Matters

✓ SEBI-compliant, audit-ready documentation

✓ Clear definition of investor rights and obligations

✓ Aligns sponsor, manager, and trustee roles

✓ Reduces ambiguity and dispute risk

✓ Supports smooth investor onboarding

✓ Facilitates clean commercial negotiations

✓ Strengthens governance and investor trust

✓ Provides foundation for future fund schemes

FAQs on AIF Documentation

What documents make up the typical AIF documentation set?

The core suite includes the trust deed, Private Placement Memorandum, contribution / subscription agreement, investment management agreement, sponsor commitment letter, side letters with specific investors, and various manager and trustee constitutional documents. Together they govern the fund's structure, operations, and investor relationships.

Why is the PPM so important?

The PPM is the principal disclosure document of the AIF. SEBI requires PPMs to follow a prescribed template and to fully disclose strategy, risks, fees, conflicts of interest, and investor rights. Investors rely on the PPM as the primary basis of their investment decision, and any inconsistency between the PPM and actual operations can attract regulatory action.

What is a side letter and is it permitted?

A side letter is an agreement between the AIF and a specific investor providing terms that differ from those offered to other investors — for example, fee discounts, co-investment rights, or reporting preferences. SEBI permits side letters subject to conditions, including the prohibition of terms that discriminate against other investors with respect to economic rights and governance.

What is a PPM audit?

SEBI requires AIFs to undergo an annual audit of their compliance with the terms of the PPM. The audit checks whether the AIF's actual operations — investments, fees, expenses, and disclosures — are consistent with what is committed in the PPM. The audit report is submitted to SEBI within prescribed timelines.

How often is the PPM updated?

The PPM is updated whenever there is a material change in the fund's terms — for example, change in strategy, fees, key persons, or regulatory framework. Even in the absence of material changes, periodic refresh of certain disclosures may be required to remain aligned with current regulations and circulars.

What role does the trustee play?

The trustee holds the assets of the AIF in trust for the benefit of investors and is responsible for oversight of the manager's compliance with the trust deed, PPM, and applicable law. While day-to-day investment decisions are made by the investment manager, the trustee plays a key role in safeguarding investor interests.

Can existing AIF documents be reviewed and improved?

Yes. Sponsors and managers often ask us to review existing documentation when they are about to launch a new scheme, raise a new commitment, or address SEBI observations. The review focuses on alignment with current regulations, internal consistency, clarity of commercial terms, and reduction of ambiguity that could create disputes.

Get AIF Documentation That Stands Up to Scrutiny

Partner with our specialists to draft, review, and maintain a clean, SEBI-compliant AIF document set across the fund lifecycle.

Talk to an AIF Documentation Expert