AIF Private Placement Memorandum (PPM) checklist.
SEBI AIF Regulation 11 + 2020 disclosure standards PPM checklist. Section-by-section coverage map for Cat I, II, and III. DPDP-aware. The PPM itself is 80+ pages — this is the QC layer.
A PPM that has gaps survives the SEBI registration cycle and dies in the audit cycle two years later. The 2020 SEBI standardised PPM template introduced a much tighter section-by-section disclosure regime, and the 2023 audit circular requires investment managers to obtain an annual independent compliance audit confirming that the disclosures in the PPM match the actual practice. The PPM is not a marketing document; it is a contract between the manager and every contributor, and the deviations from it are now annually audited.
This template is the QC layer that wraps your PPM drafting. It is a 12-page checklist that walks section by section through every disclosure SEBI requires under Regulation 11, the 2020 standardisation circular, and the 2023 audit framework. It maps what must be in the PPM, what the standard SEBI language is for each section, what the common drafting mistakes are, and what the audit trail your manager must maintain to defend the disclosure looks like.
The checklist covers the Cat I / Cat II / Cat III split (with the differential disclosures called out — Cat III has additional risk disclosures, leverage caps, and benchmarking requirements that Cat I and II don't), the LP eligibility and the ₹1 crore minimum commitment language, the sponsor commitment of 2.5% or ₹5 crore (whichever is lower), the investment strategy and the strategy-deviation disclosure, the fees waterfall (management fee, performance fee, hurdle, catch-up, GP carry), the conflict-of-interest framework, the related-party transaction disclosures, the redemption / drawdown mechanics, the side letter disclosure principle (existence yes, content no), the term and extension mechanics, and the DPDP Act 2023 data processing notice that became mandatory in 2024.
It is, importantly, not the PPM itself. The PPM is an 80–120 page document drafted by the fund's counsel and your manager's compliance team. This checklist is the QC layer that runs alongside that drafting — every red mark on the checklist is a red mark on the PPM. We use it internally at Kapitalyze when we run a PPM review for a manager during our Fund OS onboarding. Reviewed by a SEBI AIF specialist.
The whole document.
Every clause and schedule shipped in the PDF. No surprises after you download.
- SEBI AIF Regulation 11 mandatory disclosures — full enumeration
- Standardised 2020 PPM template — section-by-section mapping
- Category differentials — Cat I / Cat II / Cat III specific items
- Sponsor and manager identification and Section 14 commitment
- LP eligibility, ₹1 crore minimum, and the accredited investor carve-out
- Investment strategy disclosure and the strategy-deviation framework
- Fee structure — management fee, hurdle, catch-up, GP carry, fee offsets
- Distribution waterfall — European vs American, with worked example
- Conflict of interest framework — related party, co-investment, allocation
- Side letter disclosure principle — existence required, content optional
- Drawdown and capital call mechanics, default consequences
- Redemption (Cat III only) and lock-in mechanics
- Term, extension, dissolution, and key-person provisions
- Risk factor disclosures — market, regulatory, operational, KYC
- Cat III additional disclosures — leverage cap, benchmarking
- Annual compliance audit references — 2023 circular framework
- DPDP Act 2023 data processing notice — mandatory from 2024
- FATCA / CRS / KYC disclosure language
- Tax disclosure for resident and non-resident contributors
- Schedule of related parties and co-investment vehicles
Timing and trigger.
During PPM drafting (with the manager's counsel) and during the annual independent compliance audit. The checklist is also useful for an internal periodic review every six months to ensure manager practice continues to match disclosure.
The sections it cites.
SEBI (Alternative Investment Funds) Regulations 2012 — Regulation 11 (PPM), Regulation 10 (placement), Regulation 14 (sponsor commitment), Regulation 20 (general obligations of manager), Regulation 22 (large investors / AI). SEBI Circular dated 5 February 2020 (standardised PPM template). SEBI Circular dated 12 April 2023 (annual PPM audit). DPDP Act 2023 (data fiduciary obligations to contributors). FATCA / CRS reporting obligations under Income Tax Rule 114F-H.
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Honest disclaimer: this is a scaffold, not legal advice. It is reviewed by Indian practitioners but every filing should be reviewed by your own counsel before execution.
Questions buyers ask.
Does this satisfy SEBI's 2020 standardised PPM template?+
The checklist is built around the 2020 standardised PPM template and the 2023 audit framework. It is the QC layer, not the PPM itself — your manager's compliance team and external counsel will draft the actual PPM (80–120 pages typically). The checklist ensures the disclosures are complete and aligned to the standardised sectioning that SEBI inspectors expect to find.
Is this template DPDP Act 2023 compliant?+
Yes — the LP commitment letter includes the data fiduciary notice and the explicit consent block required under the DPDP Act 2023 since 2024. Older LP documents executed before the DPDP rollout often lack this language; a periodic re-consent of the existing LP base is a common remediation.
Does this cover Cat I, II, and III equally?+
The checklist explicitly handles the differential disclosures — Cat III has additional risk, leverage cap, and benchmarking disclosures that Cat I and Cat II do not. The LP commitment letter is largely category-agnostic, but the tax treatment block flips between pass-through (Cat I/II) and entity-level (Cat III) — both versions are included.
Has this template been reviewed by a practitioner?+
Yes. Templates are drafted by our editorial team with input from Indian practitioners across corporate secretarial, valuation, and AIF practice. That said, every filing should be reviewed by your own counsel before execution. This is a scaffold, not legal advice.
Can I customise it?+
Yes — open the PDF in any editor that supports text extraction (Word, Google Docs, Pages all paste cleanly from the PDF), or use it as a structural reference for your own draft. Sections are organised modularly so you can keep what applies, swap defaults where flagged, and slot in your facts. Annotations note which clauses are negotiable and which are statutory minimums you can't drop. An editable .docx version is on the roadmap.
How often does the PPM need to be audited?+
Annually — the SEBI circular dated 12 April 2023 requires every investment manager to obtain an independent compliance audit confirming that the disclosures in the PPM align with actual practice during the year. The audit report is filed with SEBI and shared with contributors. Our checklist is intended to be re-run before each annual audit.
Or skip the template
and run the workflow.
See how Fund OS runs LP onboarding, capital calls, and PCS-2. The template gets you to the first draft; Kapitalyze gets you to the filing, the register update, and the audit trail in one workflow.