Accredited Investors Only AIFs — SEBI's third amendment of 18 November 2025
What is an Accredited Investors Only AIF?
An Accredited Investors Only AIF is a fund in which every investor is an accredited investor. SEBI created the class on 18 November 2025 through the third amendment to the AIF Regulations. Such funds are exempt from the 1,000-investor cap, the investment team's NISM certification requirement is waived, and the manager may act as trustee.
Why this amendment matters
SEBI's third amendment to the AIF Regulations, notified on 18 November 2025, did something the regime had not done before: it made the investor the basis for relaxing rules, rather than the fund's category or strategy.
The logic is that many AIF rules exist to protect investors who need protecting. Where every investor in a fund has been independently accredited as meeting income or net-worth thresholds, several of those protections become friction without a corresponding benefit.
What an Accredited Investors Only AIF is
A fund, or a scheme of one, in which every investor is an accredited investor. Accreditation is granted by a SEBI-empanelled agency, so it is a status conferred by a third party rather than something an investor asserts.
Under consultation. That last sentence is the part SEBI has put back on the table. A consultation paper of 13 August 2026 proposes letting the manager determine and record an investor's accredited status at onboarding, as an additional route alongside the agency. It would not permit self-certification, and the agency route would continue. Comments close on 3 September 2026 and nothing has been notified, so everything on this page states the position as it stands.
The six relaxations
- Exemption from the 1,000-investor cap. Accredited investors do not count towards the limit that otherwise keeps a scheme a private placement.
- NISM certification waived for the investment team. The requirement that key investment staff hold the prescribed certification does not apply.
- The manager may act as trustee. Ordinarily the trustee is a separate party overseeing the manager; here the two may be the same entity.
- Higher concentration limit for large value funds. A large value fund may put up to 50 percent of its corpus into a single investee company, against the standard 25 percent cap.
- No merchant-banker PPM filing for large value funds. The private placement memorandum need not be filed with SEBI through a merchant banker.
- PPM template compliance is optional for large value funds, so terms can be negotiated in a form the template does not contemplate.
The threshold cut, and who it reaches
The change with the widest practical effect is the simplest one. A large value fund previously required each investor to commit ₹70 crore. That figure is now ₹25 crore.
At ₹70 crore the structure was available to a very small number of family offices and institutions. At ₹25 crore it reaches a materially larger group, without changing the requirement that every one of them be accredited.
The standard AIF minimum of ₹1 crore is untouched. See minimum investment for how the thresholds sit together.
What it does not change
It does not create any public disclosure of performance. An Accredited Investors Only AIF publishes no more about its returns than any other AIF, and AIF performance remains non-comparable.
It does not change the three-category structure, the registration process, or the distributor commission rules introduced in May 2023.
And it does not lower the bar for the investor. The relaxations are granted because the investors are accredited. The amendment left accreditation itself untouched, and it is the thing being relied on. How accreditation is granted, and who qualifies for it, is what the August 2026 consultation reopens.
What to ask before relying on any of this
Whether the fund is in fact structured as an Accredited Investors Only AIF, and whether it says so in the PPM. Whether your accreditation is current and from an empanelled agency. And which of the six relaxations the manager has actually taken up, since a fund may qualify for all of them and use none.
This page reports what the amendment says. It is not legal advice, and the instrument itself governs.
Checked against source on 25 August 2026. This page is information, not legal, tax or investment advice.