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Form guide · Source checked 21 October 2026
AIF private placement memorandum: completed Category II terms and waterfall
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Populate the actual Category I/II PPM sections, commitments, investible funds, fees, risks, governance and a transparent distribution waterfall.
Source checked 21 October 2026; the cited current instrument and its commencement govern this selected example.
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Fictional domestic Category II closed-end growth-capital AIF , Illustration Growth Fund I, first close 1 October 2026; model PPM 20 October 2026. Corpus commitments₹100 crore, calls₹40 crore; no real fund registration, private placement, investor commitment or assured return.
Fictional, unsigned completed illustration. It demonstrates this form’s fields; it is not a filed return, medical opinion, official order or proof of an actual transaction.
When and how this form is used
The current master incorporates the 48-page template with 16 sections, including fees and distribution waterfall. The example fills each section’s selected facts; it does not reuse a Category III, Angel Fund or large-value-accredited waiver branch.
Corpus, investible funds, drawn cash and NAV are different. Here 100 corpus−20 estimated lifetime expenses=80 investible; the ordinary 25%single-investee ceiling is 20. The three 10 crore investments are 12.5%each, not 25%merely because drawn cash is 40.
The waterfall explicitly states net cash after fees, capital return,8%preferred return, no catch-up and 80/20 residual. “20%carry”does not mean 20%of total distribution or automatic guaranteed profit.
The October 2026 AIF amendment is operative on publication; the updated dispute clause cannot charge manager/officer investor-dispute losses against fund property. Publication of a PPM does not establish actual registration, diligence or investor suitability.
The completed fields
PPM I–VI: summary, strategy, structure and governance
| Prescribed field / section | Completed fictional entry |
|---|---|
| Summary / market information / objective | Category II domestic unlisted-growth-equity strategy, no hedge-fund leverage. Seven-year term from 1 October 2026 to 30 September 2033; commitment period first 3 years. Target corpus₹100 crore, no green shoe. No unsupported market-size/growth claims: model uses no external forecast as a verified fact. |
| Structure / sponsor / manager / team | Indian private trust; Example Sponsor and Example Manager companies, Example Trustee, all fictional. Sponsor continuing interest₹2.5 crore included in₹100 crore, not management-fee waiver. Ordinary investors minimum₹1 crore, no accredited/employee exemption selected. One pari-passu ordinary unit class. |
| Process / investment committee / conflicts | Model sourcing→commercial/legal/tax diligence→three-person investment committee→documented conflict review→execution→monitoring/exit. Fictional IC Ravi/Meera/Priya; final responsibility remains manager. Independent valuation/audit/custody are actual required roles, no false professional confirmation. No advisory board, operating partners or parallel vehicle selected. |
| Track record / disciplinary history | First-time model manager; prior-fund returns N/A, not zero or backfilled. No actual disciplinary/legal proceedings assumed in the fiction; real sponsor/manager/team history and conflicts must be disclosed. No SEBI approval or endorsement of commercial merits asserted. |
PPM VII: capital, investments, fees and principal terms
| Prescribed field / section | Completed fictional entry |
|---|---|
| Commitments / calls / investible funds | ₹100 crore commitments including sponsor₹2.5 crore; estimated lifetime fund expenses/fees₹20 crore, investible funds₹80 crore. Ordinary Category II 25%single-investee ceiling gives₹20 crore. Selected three investments₹10 crore each, each 12.5%of₹80 crore; not 25%of current drawn₹40 crore. |
| Actual illustrative cash use | Calls₹40 crore; investments₹30 crore; first-year management fee 2%of committed₹100 crore=₹2 crore; other model expenses₹1 crore, leaving₹7 crore cash. Undrawncommitments₹60 crore are not cash or invested assets. Other expenses: trustee 0.05, audit 0.15, legal 0.30, custody 0.10, administration 0.40 crore=1.00. Lifetime estimate 20 is disclosed assumption, subject to actual budget/risk. |
| Term / drawdowns / default / transfers | Calls require model 10 business days notice; default interest/remedies must be lawful, proportionate and stated in actual agreement, none executed. No withdrawal/redemption right during term; transfers need manager consent/ KYC /eligibility. No extension, warehoused asset, excuse/exclusion, reinvestment, co-investment, side letter or successor fund selected; real changes require current rules and disclosure. |
| Fees / borrowings / reporting / valuation | Management fee 2%of commitment per year is a model term, not prescribed rate. No entry/exit fee or borrowing selected. Real temporary borrowing conditions remain applicable if used. Half-yearly independent valuation and annual audited reporting assumed, no investor waiver used. Quarterly portfolio/cash reports promised by model terms. Actual valuation must not replace cost with invented returns. |
| Removal / amendments / custody / grievance | Key person departure halts new commitments pending stated governance; manager removal/amendments require applicable law and actual investor consent, not unilateral confiscation. Separate custody/accounts by fund; no fund property pays manager/officer losses from investor disputes under operative October 2026 regulation 25. Actual SCORES /ODR/civil rights remain. |
PPM VIII–XII: valuation, risks, law and fee illustration
| Prescribed field / section | Completed fictional entry |
|---|---|
| Valuation / conflicts / risk | Independent fair-value methodology and reporting; costs and unrealised marks not cash distributions. Risks: illiquidity, company failure, concentration, key persons, valuation, conflicts, capital calls, legal/tax changes and loss including capital. Hurdle/carry terms do not guarantee any return. |
| Legal / regulatory / tax | Actual trust/Companies/foreign investment/securities/competition/tax law analysis depends on each investment and investor. Domestic ordinary investor case here; no FEMA/treaty or all-income-pass-through promise. Business income and tax character must not be hidden under a generic“tax free AIF ”claim. |
| Separate fully-drawn waterfall assumptions | Prospective one-investor example, not current cash statement: capital₹1 crore, one-year net distribution pool₹1.30 crore after all fund fees/expenses; simple preferred return 8%, no catch-up. Return capital₹1 crore, preferred₹8 lakh; remaining₹22 lakh split 80/20: investor₹17.6 lakh, manager carry₹4.4 lakh. Investor receives₹1.256 crore; total₹1.30 crore. No extra fee double deducted. |
PPM XIII–XVI: waterfall, history and supplementary information
| Prescribed field / section | Completed fictional entry |
|---|---|
| Waterfall / in-kind / giveback | As above: no catch-up, no guaranteed 8%, carry only after capital and hurdle. No in-kind distribution/recycling selected. Real clawback/giveback, tax withholding and escrow terms shall be expressly documented; this example does not create a real payment or personal guarantee. |
| Disciplinary / glossary / supplementary | Model disciplinary history none, not clearance of real people. Glossary defines corpus, investible funds, commitment, drawdown, preferred return, carry and NAV . Part B supplementary information identifies actual subscription/contribution agreement, PPM change audit and consent records; no unsigned model is represented as authorised placement. |
Supporting records and reconciliation
Retain the actual records identified in each field block, approvals/authority, reporting-period reconciliation and genuine submission or delivery evidence. The fictional entries do not establish those underlying facts.
Worked calculation: Corpus 100−estimated expenses 20=investible 80 crore; 25%=20; each 10/80=12.5%. Drawn 40−invested 30−fee 2−expenses 1=7 cash; undrawn 60. Waterfall 130−100−8=22 lakh; 80%=17.6,20%=4.4; investor 125.6+manager 4.4=130 lakh.
Official source and version
AIFMasterCircular3June2026,updated7September2026,Annexure1andcurrentoperatingchapters
CurrentAIFregulations11–17:selectedCategoryIIcapital,continuinginterest,concentrationandvaluation
October2026ThirdAmendment,operativeonpublication,newregulation25
Download the official requirement and format pages. The named annexure/regulation governs; adjacent material may share a page. This completed PDF is an educational field transcription, not an exchange XBRL import file or executed certificate.
Use the identified reporting period and entity/transaction branch. A genuine filing must use the competent current exchange/ SEBI /depository channel. Website catalogue numbers are not legal form numbers.
Practical questions
Can I submit the sample as my own completed form?
No. Replace the fictional facts with accurate records, use the competent filing or record-keeping route described above and complete genuine signatures or certifications where required.
What makes the example specific to this form?
Populate the actual Category I/II PPM sections, commitments, investible funds, fees, risks, governance and a transparent distribution waterfall. The URL’s form-017 is this website’s catalogue identifier, not an official SEBI statutory form number.