SCHEDULE - 04 - SEBI (Alternative Investment Funds) Regulations, 2012 - Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012

1 [ Fourth Schedule SEBI (Alternative Investment Funds) Regulations, 2012 [Regulation 20(1) and 20(9)] (1) Code of Conduct for Alternative Investment Funds An Alternative Investment Fund shall: (a) carry out its business activities and invest in accordance with the investment objectives stated in the placement memorandum and other fund documents. (b) be operated and managed in the interest of all investors and not only in the interest of the sponsor, manager, directors or partners of the sponsor and manager or a select class of investors. (c) ensure the dissemination of adequate, accurate, explicit and timely information in accordance with these Regulations to all investors. (d) ensure the dissemination of any other information as agreed with the investors. (e) ensure that an effective risk management process and appropriate internal controls are in place. (f) have written policies and procedures to identify, monitor and appropriately mitigate any potential conflict of interest through-out the scope of its business. (g) not use any unethical means to sell, market or induce any investor to buy its units. (h) have written policies and procedures to comply with anti-money laundering laws. (2) Code of Conduct for the Managers of Alternative Investment Funds and key management personnel of Managers and Alternative Investment Funds Every Manager of Alternative Investment Funds and key management personnel of the manager and Alternative Investment Funds shall: (a) abide by the Act, Rules, Regulations, Guidelines and Circulars as applicable to Alternative Investment Funds at all times; (b) maintain integrity, highest ethical and professional standards in all its dealings; (c) ensure proper care and exercise due diligence and independent professional judgment in all its decisions; (d) act in a fiduciary capacity towards investors of the Alternative Investment Fund and ensure that decisions are taken in the interest of the investors; (e) abide by the policies of the Alternative Investment Fund to identify, monitor and appropriately mitigate any potential conflict of interest throughout the scope of its business; (f) not make any misleading or inaccurate statement, whether oral or written, either about their qualifications or capability to render investment management services or their achievements; (g) record in writing, the investment, divestment and other key decisions, together with appropriate justification for such decisions; (h) provide appropriate and well considered inputs, which are not misleading, as required by the valuer to carry out appropriate valuation of the portfolio; (i) not enter into arrangements for sale or purchase of securities, where there is no effective change in beneficial interest or where the transfer of beneficial interest is only between parties who are acting in concert or collusion, other than for bona fide and legally valid reasons; (j) abide by confidentiality agreements with the investors and not make improper use of the details of personal investments and/or other information of investors; (k) not offer or accept any inducement in connection with the affairs of or business of managing the funds of investors; (l) document all relevant correspondence and understanding during a deal with counterparties as per the records of the Alternative Investment Fund, if they have committed to the transactions on behalf of Alternative Investment Fund; (m) maintain ethical standards of conduct and deal fairly and honestly with investee companies at all times; and (n) maintain confidentiality of information received from investee companies and companies seeking investments from Alternative Investment Fund, unless explicit confirmation is received that such information is not subject to any non-disclosure agreement. (3) Code of Conduct for members of the Investment Committee, trustee, trustee company, directors of the trustee company, directors or designated partners of the Alternative Investment Fund Members of the Investment Committee, trustee, trustee company, directors of the trustee company, directors or designated partners of the Alternative Investment Fund shall: (a) maintain integrity and the highest ethical and professional standards of conduct; (b) ensure proper care and exercise due diligence and independent professional judgment in carrying out their roles; (c) disclose details of any conflict of interest relating to any/all decisions in a timely manner to the Manager of the Alternative Investment Fund, adhere with the policies and procedures of the Alternative Investment Fund with respect to any conflict of interest and wherever necessary, recuse themselves from the decision making process; (d) maintain confidentiality of information received regarding the Alternative Investment Fund, its investors and investee companies; unless explicit confirmation is received that such information is not subject to any non-disclosure agreement. (e) not indulge in any unethical practice or professional misconduct or any act, whether by omission or commission, which tantamount to gross negligence or fraud. ] ************* NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/21 dated 05-05-2021