Chapter IV · General Obligations, Responsibilities and Transparency
Regulation 22
Transparency
Chapter IV · General Obligations, Responsibilities and Transparency
SEBI (Alternative Investment Funds) Regulations, 2012
In plain English
In plain English
AIFs must keep investors informed. That includes periodic financial, risk, operational, portfolio and transaction information; fees paid to the manager or sponsor and fees charged by their associates; inquiries or legal actions by regulators anywhere; material liabilities; and breaches of the placement memorandum, investor agreement or other fund documents, each disclosed as and when it occurs.
What the Master Circular adds
From SEBI's Master Circular for AIFs (updated 16 June 2026). The Regulation sets the rule; the Master Circular sets how it works in practice.
- MC Ch 16
Every scheme must offer a Direct Plan. Investors who come through a SEBI-registered intermediary that charges them a separate fee (for example, an adviser or portfolio manager) must be on-boarded through the Direct Plan.
- MC Ch 16
Distribution fees: Category III charges them only on an equal trail basis. Category I and II may pay up to one-third upfront, with the rest on an equal trail basis over the fund's tenure.
Where this sits
Regulation 22 is in Chapter IV — General Obligations, Responsibilities and Transparency of the SEBI (Alternative Investment Funds) Regulations, 2012.
Provisos, explanations and conditions
This regulation has no provisos or explanations in its text. Check Connections for other provisions it refers to.
What changed
No change to this regulation by the 2026 amendments (No. 303 of 16 April 2026 and No. 313 of 10 July 2026).
Where it connects
The text of this regulation does not refer to other numbered regulations.
Related Master Circular chapters (by subject)
Chapter
Check yourself
7 practice questions on Regulation 22, each with an explanation for every option.
- An overseas regulator opens an inquiry into the manager. What does Regulation 22 require?
- How may a Category II AIF pay distribution fee to distributors?
- An investor comes through a SEBI-registered investment adviser who charges the investor a separate advisory fee. Which plan must the AIF use?
- True or false: an AIF must give SEBI information for systemic risk purposes when SEBI requires it.
- How often, and by when, must an AIF send its regular reports to investors under Reg 22(g)?
The regulation
22. All Alternative Investment Funds shall ensure transparency and disclosure of information to investors on the following:
(a) financial, risk management, operational, portfolio, and transactional information regarding fund investments shall be disclosed periodically to the investors;
(b) any fees ascribed to the Manager or Sponsor; and any fees charged to the Alternative Investment Fund or any investee company by an associate of the Manager or Sponsor shall be disclosed periodically to the investors; (c)any inquiries/ legal actions by legal or regulatory bodies in any jurisdiction, as and when occurred;
(d) any material liability arising during the Alternative Investment Fund’s tenure shall be disclosed, as and when occurred;
(e) any breach of a provision of the placement memorandum or agreement made with the investor or any other fund documents, if any, as and when occurred;
(f) change in control of the Sponsor or Manager or Investee Company.
(g) Alternative Investment Fund shall provide at least on an annual basis, within 180 days from the year end, reports to investors including the following information, as may be applicable to the Alternative Investment Fund:A. financial information of investee companies. B. material risks and how they are managed which may include:
(i) concentration risk at fund level;
(ii) foreign exchange risk at fund level; (iii)leverage risk at fund and investee company levels;
(iv) realization risk (i.e. change in exit environment) at fund and investee company levels;
(v) strategy risk (i.e. change in or divergence from business strategy) at investee company level;
(vi) reputation risk at investee company level;
(vii) extra-financial risks, including environmental, social and corporate governance risks, at fund and investee company level.
(h) Category III Alternative Investment Fund shall provide quarterly reports to investors in respect of clause (g) within 60 days of end of the quarter;
(i) any significant change in the key investment team shall be intimated to all investors;
(j) alternative Investment Funds shall provide, when required by the Board, information for systemic risk purposes (including the identification, analysis and mitigation of systemic risks).
Text from the consolidated Regulations. Square brackets and [***] mark earlier amendments and omissions, as in the official text. Check the official Gazette text before relying on it.
Last checked against source on 10 October 2026: consolidated Regulations to 19 November 2025, read with Amendment Regulations No. 303 (16 April 2026) and No. 313 (10 July 2026).
Source and verification
- Instrument
- SEBI (Alternative Investment Funds) Regulations, 2012 — Regulation 22
- Text used
- Consolidated Regulations as amended up to 19 November 2025, read with the 2026 amendments (no change to this regulation)
- Last checked
- 10 October 2026
- Official source
- www.sebi.gov.in → Legal → Regulations. The Gazette text prevails.
Work with Prashant Kumar
Structuring or running an AIF?
Advice on registration, PPM filing, investor on-boarding and ongoing compliance under the AIF Regulations.