SEBI AIF Category II
What is SEBI AIF Category II?
Category II AIFs are funds that do not fall under Category I or III and do not undertake leverage or borrowing other than to meet day-to-day operational requirements (up to a regulatory cap). This is the most common AIF category in India and includes private equity funds, debt funds, and fund of funds that do not qualify as Category I.
Why It Matters
Category II is the default classification for most PE/VC funds in India. The vast majority of institutional fundraising and deployment in Indian private markets happens through this structure, making it essential for both GPs structuring funds and LPs conducting due diligence.
Key Takeaways
- 1
The most common AIF category in India, covering PE funds, debt funds, and most fund-of-funds structures.
- 2
Cannot use leverage or borrowing except for day-to-day operational needs up to a regulatory cap.
- 3
Serves as the residual category for funds that do not qualify as Category I or III.
Related Terms
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SEBI (Securities and Exchange Board of India)
SEBI is India’s statutory regulatory authority for securities markets and investment funds, established under the SEBI Act, 1992. It regulates all Alternative Investment Funds (AIFs), mutual funds, portfolio managers, and market intermediaries operating in India.
Read MoreSEBI AIF Category I
Category I AIFs under the SEBI (Alternative Investment Funds) Regulations, 2012, include funds that invest in start-ups, early-stage ventures, social ventures, SMEs, and infrastructure. These funds are considered to have positive spillover effects on the economy and may receive incentives or concessions from SEBI, the Government of India, or other regulators. Sub-categories include Venture Capital Funds, Angel Funds, Social Venture Funds, and Infrastructure Funds.
Read MoreSEBI AIF Category III
Category III AIFs under SEBI regulations employ diverse or complex trading strategies and may use leverage including through investment in listed or unlisted derivatives. These include hedge funds, PIPE (Private Investment in Public Equity) funds, and other funds that trade with a view to making short-term returns. They are subject to higher regulatory reporting requirements compared to Category I and II.
Read MoreFVCI (Foreign Venture Capital Investor)
An FVCI is a foreign entity registered with SEBI to invest in Indian venture capital undertakings, Category I AIFs, or Category II AIFs. FVCI registration provides benefits such as exemption from certain pricing norms under FEMA (Foreign Exchange Management Act) and the ability to invest at negotiated prices in unlisted Indian companies.
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