AIF Documentation — Trust Deed, PPM & Legal Documents | Nainit Savla & Associates

AIF Documentation — Complete Legal Document Suite

Setting up an Alternative Investment Fund requires a comprehensive suite of interlinked legal and regulatory documents — each of which must be internally consistent, compliant with SEBI AIF Regulations, and designed to protect the interests of both the fund manager and the investors. A poorly drafted trust deed or PPM can create governance disputes, investor litigation, or regulatory action that derails the fund's operations. Our AIF documentation service prepares the complete document suite required for AIF registration, investor onboarding, and ongoing fund operations.

Trust Deed

Comprehensive trust deed for the AIF — establishing the trust, defining the role of the trustee, the investment manager, the corpus, the purpose, the powers and restrictions, and the termination provisions in compliance with the AIF Regulations and Indian Trusts Act.

Investment Management Agreement (IMA)

IMA between the trustee and the investment manager — defining the management mandate, fee entitlements (management fee and carried interest), key-man provisions, removal and resignation mechanics, and liability limitations.

Private Placement Memorandum (PPM)

Investor-facing PPM containing all disclosures required under the Third Schedule to the AIF Regulations — investment objective, strategy, risk factors, fees, conflicts of interest, and investor rights — reviewed for SEBI compliance.

Contribution Agreement / Subscription Agreement

Investor contribution agreement documenting the terms of each investor's capital commitment — commitment amount, drawdown schedule, representations and warranties, transfer restrictions, and default consequences.

Investor Advisory Committee Charter

IAC Charter defining the composition, quorum, voting rights, and mandate of the Investor Advisory Committee — the LP governance body for matters requiring investor input or approval under the AIF Regulations.

Side Letters

Bespoke side letter agreements with anchor investors or large LPs — documenting customised terms such as fee concessions, co-investment rights, reporting obligations, and governance accommodations not available to all investors.

Why AIF Documentation Quality Matters

AIF documents are not merely legal formalities — they are the operating constitution of the fund. The trust deed defines what the trustee can and cannot do. The IMA determines how the manager is compensated and can be removed. The PPM is the primary disclosure to investors. The contribution agreement is the binding contract with each investor. Weaknesses in any of these documents can be exploited in disputes, create ambiguity in governance crises, or result in SEBI compliance failures. Our document drafting combines regulatory expertise with commercial transaction experience to produce documents that are not only compliant but built for real-world fund operations. This is the final stage of the AIF setup journey following fund structuring and AIF application.

Complete AIF Document Suite We Prepare

Trust deed — the constitutional document of the AIF
Investment Management Agreement — between trustee and investment manager
Private Placement Memorandum — investor disclosure document
Subscription / Contribution Agreement — investor commitment document
Drawdown notice templates — capital call mechanics
Distribution notice templates — exit and distribution mechanics
Investor Advisory Committee charter — LP governance framework
Side letter templates — for anchor investor or large LP customisation

Frequently Asked Questions

What is a trust deed for an AIF and what must it contain?

A trust deed is the constitutional document that establishes the AIF as a trust under the Indian Trusts Act, 1882. It must specify: the name of the AIF, the category and sub-category, the trustee and settlor details, the investment objective and permissible investments, the management structure and fee provisions, the distribution waterfall, the life and extension provisions, the dissolution and winding-up procedure, and all other matters required by SEBI's AIF Regulations. The trust deed is submitted to SEBI as part of the registration application and is the primary reference document for resolving governance disputes.

What is the difference between the PPM and the trust deed?

The trust deed is the internal constitutional document of the fund — it governs the relationship between the trustee, the investment manager, and the fund itself. The PPM (Private Placement Memorandum) is the investor-facing disclosure document — it sets out what investors need to know before committing capital, including the investment strategy, risk factors, fees, terms, and exit rights. Both are required for SEBI registration, but they serve different audiences: the trust deed is a governance document; the PPM is an investor disclosure document. Both must be internally consistent with each other and with the IMA.

What is a side letter in an AIF and who typically receives one?

A side letter is a supplementary agreement between the fund (through its trustee or manager) and a specific investor — providing that investor with terms not available to all investors under the standard PPM and contribution agreement. Side letters are typically offered to anchor investors (the first or largest investor in the fund), institutional investors making very large commitments, or investors with specific regulatory or reporting requirements. Common side letter provisions include: reduced management or performance fees, co-investment rights on specific deals, enhanced information rights, most-favoured-nation (MFN) clauses, and specific transfer restriction waivers.

What are drawdown notices and how do they work in an AIF?

Unlike mutual funds where NAV is calculated continuously, AIFs operate on a commitment-and-drawdown model: investors commit a fixed amount at the time of subscription but pay capital in tranches as the manager identifies investments. A drawdown notice (also called a capital call notice) is a formal document issued by the AIF to its investors requiring them to pay a specified portion of their undrawn commitment by a specified date — typically to fund a specific investment or to cover fund expenses. The timing, notice period, drawdown mechanics, and consequences of default are all defined in the contribution agreement and must be carefully drafted to protect the fund's investment execution.

What ongoing documentation is required after the AIF is registered and operational?

After registration and first close, the AIF must maintain: (a) investment committee minutes for every investment decision; (b) drawdown and distribution notices for every capital movement; (c) investor reporting — quarterly NAV statements, annual audited accounts, and SEBI-prescribed reports to the SEBI PPMS portal; (d) Annual Report filed with SEBI and circulated to investors; (e) consent requests to investors for any changes to material PPM terms; (f) SEBI intimation for launch of new schemes, extension of fund tenure, or changes in the investment manager. We provide ongoing AIF compliance support to keep documentation current throughout the fund's life.

Complete AIF Documentation — Drafted Correctly From Day One

Trust deed, IMA, PPM, subscription agreements, and all AIF legal documents drafted by experts in SEBI AIF Regulations.

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