10 July 2026
SEBI's second amendment of 2026 rewrites how an AIF launches a scheme: fees at filing, ten working days, and comments the manager must comply with
What did the SEBI AIF Second Amendment Regulations, 2026 change?
The amendment changed regulation 12 of the AIF Regulations. Scheme fees are now payable when the placement memorandum is filed, a fund's first scheme is exempt, the Board's window falls from thirty days to ten working days, and SEBI's comments must be complied with by the merchant banker or manager. Accredited Investors only funds are exempt.
What changed
SEBI notified the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2026 on 10 July 2026, under notification No. SEBI/LAD-NRO/GN/2026/313, signed by Amit Pradhan, Executive Director. The regulations came into force on the date of their publication in the Official Gazette, which carried them on 14 July 2026 as No. 448 of Part III, Section 4.
The amendment does one job: it rewrites regulation 12, the provision that governs how an AIF launches a scheme.
The eight changes
| Provision | What the amendment did |
|---|---|
| 12(1) | Substituted the full stop with "along with the fees as specified in the Second Schedule:", so the scheme fee is now due at filing |
| After 12(1) | Inserted a proviso: "Provided that payment of scheme fees shall not apply in case of launch of first scheme by the Alternative Investment Fund." |
| 12(2) | "thirty" replaced with "ten working"; "fees as specified in the Second Schedule:" replaced with "documents specified by the Board."; the proviso after 12(2) omitted |
| 12(3) | Substituted. After the documents are filed, "the Board may communicate its comments, if any, to the merchant banker or the Manager." |
| New 12(3A) | Inserted: "The merchant banker or the Manager shall ensure that the comments provided under sub-regulation (3) are complied with:" |
| Proviso after 12(3) | The exemption for a "large value fund for accredited investors" replaced with ", (3) and (3A) shall not apply to Accredited Investors only fund" |
| 19D(4) | The words "through a merchant banker" omitted |
| 19D(5) | Omitted |
Who this reaches
Every manager filing a placement memorandum, and every merchant banker acting on one. Two of the changes shift work rather than remove it. The new sub-regulation 12(3A) turns SEBI's comments from something a filer receives into something the merchant banker or manager must demonstrably act on. And the ten-working-day window in 12(2) is shorter than thirty days in name and, depending on where the holidays fall, close to it in practice.
The first-scheme exemption in the new proviso is the one relief in the set. A first-time manager launching a debut scheme pays no scheme fee.
What it connects to
This amendment is the regulatory footing for the GARUDA mechanism, the green-channel route for processing placement memoranda that SEBI notified by circular on 30 July 2026, twenty days after these regulations came into force. The comment-and- compliance structure in the substituted 12(3) and the new 12(3A) is what GARUDA operates on.
What is not settled
The amendment does not say what happens if the Board communicates no comments within the ten working days. Regulation 12(3) is permissive — the Board "may" communicate comments — and the text does not attach a consequence to silence. Nor does it define the standard against which a merchant banker's compliance under 12(3A) is judged.
The note to the notification records that the AIF Regulations were published on 21 May 2012 vide No. SEBI/LAD-NRO/GN/2012-13/04/11262 and were last amended by the Amendment Regulations, 2026 vide No. SEBI/LAD-NRO/GN/2026/303.
Sources
- Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2026 — No. SEBI/LAD-NRO/GN/2026/313 — SEBI, 14 July 2026 · primary
- The Gazette of India, Extraordinary, Part III Section 4, No. 448, 10 July 2026 — CG-MH-E-14072026-274483 — Controller of Publications, Government of India, 10 July 2026 · primary
Dated 10 July 2026, last checked against source 25 August 2026. The dateline is the date of the instrument this item reports, not the date the page was written. This page reports what a document says. It is information, not legal, tax or investment advice, and it is not a recommendation about any fund.