TaxTMI 
TaxTMI 
Master Circular for Investment Advisers
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.... this Master Circular, the directions/ instructions contained in the circulars listed out in the Appendix to this Master Circular, to the extent they relate to the IAs, shall stand rescinded. 3. Notwithstanding such rescission, a) Anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b) Any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; c) The previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have ne....
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.... Guidelines for dealing with Conflicts of Interest of intermediaries and their Associated Persons in Securities Market 45 17. Approach to securities market data access and terms of usage of data provided by data sources in Indian securities market 47 18. Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under 47 19. Norms for sharing of real time price data to third parties 48 20. Know Your Client (KYC) norms for the securities market 48 21. Association of persons regulated by the Board and their agents with certain persons 48 22. Simplification of requirements for grant of accreditation to investors 49 23. Recognition and operationalization of Past Risk and Return Verification Agency (PaRRVA) 49 24. Service platform for investors to trace inactive and unclaimed Mutual Fund folios-MITRA (Mutual Fund Investment Tracing and Retrieval Assistant) 50 25. Cybersecurity and Cyber Resilience Framework (CSCRF) 50 26. Adoption of Stan....
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.... advisory/distribution arrangement. However, the client shall not be forced to liquidate/switch such existing holdings. (e) Permanent Account Number (PAN) of each client shall be the control record for identification and client level segregation. (f) In case of an individual client, "family of client"^[3] shall be reckoned as a single client and PAN of all members in "family of client" would jointly and severally be the control record. However, the same is not applicable for non-individual clients. (g) The dependent family members shall be those members whose assets on which investment advisory is sought/provided, originate from income of a single entity i.e. earning individual client in the family. The client shall provide an annual declaration or periodic updation as the case maybe in respect of such dependent family members. (h) IA shall, wherever available, advise direct plans (non-commission based) of products only. (i) The IAs shall maintain on record an annual certificate from an auditor confirming compliance with the client level segregation requirements as specified in Regulation 22 of the IA Regulations. Such annual certificate....
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....ent. (iii) Fees (a) Regulation 15A of the IA Regulations provides that IAs shall be entitled to charge fees from a client in the manner as specified by SEBI. Accordingly, IAs can charge fees under two modes, namely, (i) Assets under Advice ('AUA') mode, which is subject to a limit of 2.5 per cent of AUA per annum per family of client across all services offered by IA, and (ii) Fixed fee mode, which is subject to a specified fee limit (earlier limit Rs. 1,25,000) per annum per family of client across all services offered by IA. (b) The maximum fee that may be charged by the IA under the fixed fee mode now stands revised and shall not exceed Rs. 1,51,000 per annum per family of client. The fee limit shall be revised and announced by IAASB once in three years based on the Cost Inflation Index (CII) after due consultation with SEBI. (c) In terms of the earlier provisions, IA could charge fees from a client under any one mode, i.e., Assets under Advice (AUA) mode or fixed fee mode on an annual basis. Change of mode, if any, could be effected only after twelve months of on-boarding/last change of mode. In order to pro....
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.... 2025, shall remain unchanged till the expiry of the current agreement, or up to June 30, 2025, whichever is earlier. (iv) Deposit requirement^[8] (a) As per Regulation 8 of the IA Regulations, an investment adviser shall maintain a deposit of such sum, as specified by SEBI from time to time. The deposit requirements shall be based on the maximum number of clients of IA on any day of the previous financial year, as under: No. of clients Deposit Up to 150 clients Rs. 1 lakh 151 to 300 clients Rs. 2 lakh 301 to 1,000 clients Rs. 5 lakhs 1,001 and above clients Rs. 10 lakhs (b) The deposit shall be maintained with a scheduled bank marked as lien in favor of Investment Adviser Administration and Supervisory body (IAASB), in the manner and form as may be specified by IAASB. (c) The deposit amount may be revised for any change in applicable amount of deposit, based on the maximum number of clients on any day in the previous financial year, latest by 30th April of the subsequent financial year. (d) The deposit requirements shall be reviewed by SEBI from time to time. (v) Qualification and certification req....
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.....e. limit of 300 clients not to be exceeded on any day. (d) In order to ease the process of transition from individual IA to non- individual IA, an individual IA shall initially be required to apply for grant of in-principle registration as non-individual IA which shall be valid for a period of up to three months within which time, the IA is required to complete the transition process. On completion of transition within the time limit, the IA shall surrender his individual IA registration certificate and will be granted final registration as non- individual IA subject to compliance with all the requisite requirements of registration. During the transition period, individual IA shall continue to service existing clients. (e) In case the aforesaid IA does not get registration as a non-individual IA, such IA shall continue the advisory activities as an Individual IA while ensuring the applicable limits on the number of clients and fee collected. (vii) Registration both as Investment Adviser and Research analyst In terms of the proviso to Regulation 9 of the IA Regulations, an individual or partnership firm registered as a research analyst may be gra....
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....mum 10 font size) and attracting the attention of the investor while providing their other service/raising invoice related to other business/service that the activity/invoice is related to services not under purview of SEBI and no complaint can be raised to SEBI for the services rendered therein. (f) The part-time IA shall disclose the nature of other activities to their clients and shall ensure that there is no conflict of interest between its IA activity and its other business activities or employment. (g) For the purpose of providing additional clarity as to whether a person shall or shall not be considered eligible for registration as part-time IA, reference may be made to the following explanations/illustrations regarding other business activities or employment that a person shall or shall not engage in. Example/Illustration 1: Who shall be considered eligible for registration as part-time IA? A person shall be considered eligible for registration as part-time IA if it- (i) is a member of ICAL or ICSI or ICMAI providing their statutory services or an insurance agent having license from Insurance Regulatory and Development A....
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....where no partner of the firm has the minimum qualification and certification requirements provided under the Regulations, shall apply for registration as an investment adviser in the form of a limited liability partnership or a body corporate latest by September 30, 2025. (x) Appointment of an independent professional as Compliance Officer (a) In terms of Regulation 20 of the IA Regulations, a non-individual investment adviser may appoint an independent professional who is a member of ICAL or ICSI or ICMAI or member of any other professional body as may be specified by the SEBI, provided such a professional holds a relevant certification from NISM, as may be specified by the SEBI. In such cases, the principal officer shall submit an undertaking to IAASB/SEBI to the effect that principal officer shall be responsible for monitoring the compliance in respect of the requirements of the Act, regulations, notifications, guidelines, instructions issued by SEBI/IAASB. (b) A non-individual IA may appoint such an independent professional as compliance officer who holds certifications from NISM by passing the following certification examinations- • NISM....
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....rtificial Intelligence tools in providing investment advice. (b) Investment Adviser shall provide the disclosure of the extent of use of Artificial Intelligence tools by them in providing investment advice to their clients at the time of entering into the agreement and make such additional disclosure whenever required. (xiii) Maintenance of record A. Regulation 19(1) of the IA Regulations provides that IA shall maintain records with respect to his activities as an IA. In this regard, it is clarified that: a) IA shall maintain records of interactions, with all clients including prospective clients (prior to onboarding), where any conversation related to advice has taken place inter alia, in the form of: i. Physical record written & signed by client, ii. Telephone recording, iii. Email from registered email id, iv. Record of SMS messages, v. Any other legally verifiable record. b) Such records shall begin with first interaction with the client and shall continue till the completion of advisory services to the client. B. Regulation 22A of the IA Regulations provides that IAs may provide ....
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....rt for financial year ending March 31, 2025. (xv) Risk profiling and suitability for non-individual clients (a) Regulations 16 and 17 of the IA Regulations mandate risk profiling and suitability for all categories of clients. (b) In order to further enhance the risk profiling and encompass suitable factors in case of non-individual clients, IA shall use the investment policy as approved by board/management team of such non- individual clients for risk profiling and suitability analysis. (c) The discretion to share the investment policy/relevant excerpts of the policy shall lie with the non-individual client. However, IA shall have discretion not to onboard non-individual clients if they are unable to do risk profiling of the non-individual client in the absence of investment policy. (xvi) Requirement of website ^[11] In terms of Regulation 19A of IA Regulations, an investment adviser shall maintain a functional website, which shall contain the details as may be specified by SEBI. (xvii) Display of details on website and in other communication channels In order to protect the interest of investors and bring more....
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....ebsite In order to bring more transparency and enable the investors to take informed decision regarding availing of advisory services, IAs shall display the following information on the homepage (without scrolling) of their website/mobile app. The information should be displayed properly using font size of 12 or above and made available on monthly basis (within 7 days of end of the previous month) in a format as per Annexure C^[13]: III. ADMINISTRATION AND SUPERVISION OF INVESTMENT ADVISERS 3. Framework for administration and supervision of Research Analysts and Investment Advisers ^[14] Background 3.1. In terms of Regulation 38A of the 'SECC Regulations'^[15] notified on April 26, 2024, a recognised Stock Exchange may undertake the activities of administration and supervision over specified intermediaries on such terms and conditions and to such an extent as may be specified. Accordingly, Stock Exchange shall now be recognised as RAASB^[16] and IAASB^[17] under Regulation 14 of the 'RA Regulations'^[18] and the IA Regulations for administration and supervision of Research Analysts ('RAs') and Investment Advisers ('IAs') respectively. ....
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....lars, Standard Operating Procedures (SOPs), Frequently Asked Questions (FAQs), etc. to provide guidance and ensure smooth adoption of the RAASB and IAASB framework by RAs and IAs. Administrative fees payable to RAASB/IAASB 4.3. Applicants seeking registration/renewal as RA/IA shall be liable to pay administrative fees, as specified by RAASB/IAASB. 4.4. The other terms and conditions as specified in the SEBI circular SEBI/HO/MIRSD/MIRSD-SEC-3/P/CIR/2024/34 dated May 2, 2024 shall continue to apply. IV. TECHNOLOGY RELATED 5. Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions^[20] 5.1. Ministry of Electronics & Information Technology, Govt. of India (MoE&IT), has informed SEBI that the financial sector institutions are availing or thinking of availing Software as a Service (SaaS) based solution for managing their Governance, Risk & Compliance (GRC) functions so as to improve their cyber Security Posture. As observed by MoE&IT, though SaaS may provide ease of doing business and quick turnaround, but it may bring significant risk to health of financial sector as many a time risk and compliance data of the institution move....
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....s Redressal System (SCORES) platform and Online Dispute Resolution (ODR) Platform. i. Circular No. SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 issued by SEBI on the 'Redressal of investor grievances through the SEBI Complaint Redressal(SCORES) Platform and linking it to Online Dispute Resolution platform' at the following link: https://www.sebi.gov.in/legal/circulars/sep-2023/redressal-of-investor-grievances-through-the-sebi-complaint-redressal-scores-platform-and-linking-it-to-online-dispute-resolution-platform_77159.html ii. Master Circular No. SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 dated July 31, 2023 issued by SEBI on 'Online Resolution of Disputes in the Indian Securities Market' at the following link (updated as on December 28, 2023): https://www.sebi.gov.in/legal/master-circulars/dec-2023/master-circular-for-online-resolution-of-disputes-in-the-indian-securities-market 80236.html 7. Investor Charter for Investment Advisers^[22] 7.1 SEBI, vide Circular no. SEBI/HO/IMD/IMD-II CIS/P/CIR/2021/0686 dated December 13, 2021, inter alia, issued Investor charter for Investment Advisers. 7.2 In a move to enhanc....
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....ted? If yes, details thereof. c. Whether any action has been initiated/ taken under Securities Contracts (Regulation) Act, 1956 (SCRA)/ Securities and Exchange Board of India Act, 1992 (SEBI Act) or rules and regulations made thereunder? If yes, the status thereof along with the corrective action taken to avoid such violations in the future. The acquirer/ the person who shall have the control shall also confirm that it shall honour all past liabilities/ obligations of the applicant, if any. d. Whether any investor complaint is pending? If yes, steps taken and confirmation that the acquirer/ the person who shall have the control shall resolve the same. e. Details of litigation(s), if any. f. Confirmation that all the fees due to SEBI/IAASB have been paid. g. Declaration cum undertaking of the applicant and the acquirer/ the person who shall have the control (in the format specified at Annexure G), duly stamped and signed by their authorized signatories that: i. there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted; ii. pursuant to grant of prior approval by SEBI, the....
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....atives and transmission of shareholdings and their effect on change in control^[24] In line with clarification provided for certain intermediaries vide circular no. SEBI/HO/MIRSD/DOR/CIR/P/2021/42, the following is clarified with respect to transfer of shareholding among immediate relatives and transmission of shareholding in respect of investment advisers (IAs), research analysts (RAs) and KYC (Know Your Client) registration agencies (KRAs): 9.1 Transfer /transmission of shareholding in case of unlisted body corporate intermediary: In following scenarios, change in shareholding of the intermediary will not be construed as change in control: a) Transfer of shareholding among immediate relatives shall not result into change in control. Immediate relative shall be construed as defined under Regulation 2(1)(I) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 which inter-alia includes any spouse of that person, or any parent, brother, sister or child of the person or of the spouse; b) Transfer of shareholding by way of transmission to immediate relative or not, shall not result into change in control. 9.2 Transfer /transmission o....
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....Procedures, Rules and Regulations for the implementation of the above decision 10. Advertisement code and usage of brand name/trade name^[25] 10.1. Investment Advisers shall ensure compliance with the advertisement code as prescribed below: a. Forms of communication: i. Advertisement shall include all forms of communications, issued by or on behalf of IA, that may influence investment decisions of any investor or prospective investor. ii. The forms of communications, to which the advertisement code shall be applicable, shall include pamphlets, circulars, brochures, notices, research reports or any other literature, document, information or material published, or designed for use in any publication or displays (such as newspaper, magazine, sign boards/hoardings at any location), in any electronic, wired or wireless communication (such as electronic mail, text messaging, messaging platforms, social media platforms, radio, telephone, or in any other form over the internet) or over any other audio-visual form of communication (such as television, tape recording, video tape recordings, motion pictures) or in any other manner whatsoever. b. Infor....
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....ments which are false, misleading, biased or deceptive, based on assumptions or projections. iii. Any misleading or deceptive testimonials. iv. Statements which, directly or by implication or by omission, may mislead the investor. v. Any statement likely to be misunderstood or likely to disguise the significance of the same or any other statement contained in the advertisement. vi. Any statement designed to exploit the lack of experience or knowledge of the investors. vii. Any statement that is exaggerated or is inconsistent with or unrelated to the nature and risk and return profile of the product. viii. Extensive use of technical or legal terminology or complex language and the inclusion of excessive details which may distract the investors. ix. Reference to any report, analysis, or service as free, unless it actually is free and without condition or obligation. x. Any promise or guarantee of assured or risk free return to the investors. The advertisement shall not imply any assured returns or minimum returns or target return or percentage accuracy or service provision till achievement of target retu....
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....al/web site, if any, notice board, display boards, advertisements, publications, know your client forms and client agreements. ii. The information such as name of the IA as registered with SEBI, its logo, its registration number, its complete address with telephone numbers, the name of the compliance officer, his telephone number and e- mail address, the name, telephone number and e-mail address of the grievance officer or the grievance redressal cell shall be displayed prominently in statements or reports or any other form of correspondence with the client. iii. Disclaimer that "Registration granted by SEBI, enlistment with BSE and certification from NISM in no way guarantee performance of the IA or provide any assurance of returns to investors" shall be mentioned on portal/web site, if any, notice board, display boards, advertisements, publications, know your client forms, client agreements, statements or reports or any other form of correspondence with the client. iv. SEBI logo shall not be used by IA. 11. Facilitating transaction in Mutual Fund schemes through the Stock Exchange Infrastructure^[26] Registered IAs are allowed to use infrastructur....
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....entration and systemic risk. The principles for outsourcing are given in Annexure H. 13.5. Activities that shall not be Outsourced: The intermediaries desirous of outsourcing their activities shall not, however, outsource their core business activities and compliance functions. An example of core business activity may be - execution of orders and monitoring of trading activities of clients in case of stock brokers. Regarding Know Your Client (KYC) requirements, the intermediaries shall comply with the provisions of SEBI {KYC (Know Your Client) Registration Agency} Regulations, 2011 and Guidelines issued thereunder from time to time. 13.6. Other Obligations: Reporting to Financial Intelligence Unit (FIU) - The intermediaries shall be responsible for reporting of any suspicious transactions / reports to FIU or any other competent authority in respect of activities carried out by the third parties. 14. Framework for Regulatory Sandbox^[30] 14.1. The Objective of Regulatory Sandbox is to grant certain facilities and flexibilities to the entities regulated by SEBI so that they can experiment with FinTech solutions in a live environment and on limited set of real users ....
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....ermediaries, for elimination of their conflict of interest, as detailed hereunder. 16.2. Intermediaries shall adhere to these guidelines for avoiding or dealing with or managing conflict of interest. They shall be responsible for educating their associated persons for compliance of these guidelines. 16.3. For the purpose of these guidelines "associated persons" shall have the same meaning as defined in Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets) Regulations, 2007. 16.4. Intermediaries and their associated persons shall, i. lay down, with active involvement of senior management, policies and internal procedures to identify and avoid or to deal or manage actual or potential conflict of interest, develop an internal code of conduct governing operations and formulate standards of appropriate conduct in the performance of their activities, and ensure to communicate such policies, procedures and code to all concerned; ii. at all times maintain high standards of integrity in the conduct of their business; iii. ensure fair treatment of their clients and not discriminate amongst them; iv.....
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....9;free of charge' both for 'viewing' the data as also for download in the format as specified by regulatory mandate for reporting, as well as their usage for the value addition purposes." 17.2. Further, apart from the data made available free of cost, data which is chargeable should be appropriately identified as such in public domain. 18. Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) / Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under IAs are advised to refer to the following circulars with respect to 'Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under' : i. Master Circular issued on June 06, 2024 available at the following link: https://www.sebi.gov.in/legal/master-circulars/jun-2024/guidelines-on-anti-money-laundering-aml-standards-and-combating-the-financing-of-terrorism-cft-obligations-of-securities-market-intermediaries-u....
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....gents with personsengaged in prohibited activities' available at: https://www.sebi.gov.in/legal/circulars/jan-2025/details-clarifications-on-provisions-related-to-association-of-persons-regulated-by-the-board-miis-and-their-agents-with-persons-engaged-in-prohibited-activities91356.html 22. Simplification of requirements for grant of accreditation to investors IAs are advised to refer to the following circulars with respect to accreditation to investors: i. Circular No. SEBI/HO/IMD/IMD-I/DF9/P/CIR/2021/620 dated August 26, 2021 on 'Modalities for implementation of the framework for Accredited Investors available at: https://www.sebi.gov.in/legal/circulars/aug-2021/circular-on-modalities-for-implementation-of-the-framework-for-accredited- investors52116.html ii. Circular No. SEBI/HO/AFD/POD1/CIR/2023/189 dated December 18, 2023 on 'Simplification of requirements for grant of accreditation to investors" available at: https://www.sebi.gov.in/legal/circulars/dec-2023/simplification-of-requirements-for-grant-of-accreditation-to-investors79990.html 23. Recognition and operationalization of Past Risk and Return Verification Agency (PaRRVA) ....
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....EXT/P/CIR/2025/45 dated March 28, 2025 on 'Extension towards Adoption and Implementation of Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs)' available at: https://www.sebi.gov.in/legal/circulars/mar-2025/extension-towards-adoption-and-implementation-of-cybersecurity-and-cyber-resilience-framework-cscrf-for-sebi-regulated-entities-res-93146.html iv. Circular No. SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2025/60 dated April 30, 2025 on 'Clarifications to Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs)' available at: https://www.sebi.gov.in/legal/circulars/apr-2025/clarifications-to-cybersecurity-and-cyber-resilience-framework-cscrf-for-sebi-regulated-entities-res-93734.html 26. Adoption of Standardised, Validated and Exclusive UPI IDs for Payment Collection by SEBI Registered Intermediaries from Investors IAs are advised to refer to circular no. SEBI/HO/DEPA-II/DEPA- II_SRG/P/CIR/2025/86 dated June 11, 2025 on 'Adoption of Standardised, Validated and Exclusive UPI IDs for Payment Collection by SEBI Registered Intermediaries from Investors' available at: ....
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....an October 31st of each year for the previous financial year. VIII. ANNEXURES ANNEXURE A TERMS AND CONDITIONS OF AGREEMENT BETWEEN IA AND THE CLIENT Investment Adviser shall ensure that the following terms and conditions are incorporated in the Investment Advisory Agreement: 1. Appointment of the Investment Adviser: In accordance with the applicable laws, client hereby appoints, entirely at his / her / its risk, the Investment Adviser to provide the required services in accordance with the terms and conditions of the agreement as mandated under Regulation 19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. 2. The agreement shall clearly provide for in the first page: a) the consent of the client on the following understanding: • "I / We have read and understood the terms and conditions of Investment Advisory services provided by the Investment Adviser along with the fee structure and mechanism for charging and payment of fee. • Based on our written request to the Investment Adviser, an opportunity was provided by the Investment Adviser to ask questions and interact with 'person(s) a....
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....suitability, terms and conditions document, related books of accounts and a register containing list of clients along with dated investment advice and its rationale in compliance with the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. f) Provisions regarding audit as per the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. g) Undertaking to abide by the Code of Conduct as specified in the Third Schedule of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. 5. Investment objective and guidelines: a) Types of securities in which investment advice would be provided, including an undertaking from the investment adviser to recommend direct implementation of advice i.e. through direct schemes/direct codes, and other client specifications / restrictions on investments, if any. b) Particulars regarding financial plan or model or strategy as agreed with the client (based on the risk profiling conducted for the client, total AUA of the client and time period for deployment). c) Tax related aspects pertaining to investment advice and as applicable on....
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....o the client advised by the individual Investment Adviser, for securities and investment products. (c) to represent that they shall not provide investment advisory services, for securities and investment products, to a client who is receiving distribution services from other family members; iii. The Investment Adviser (non-individual); (a) to represent that they shall not provide any distribution services, for securities and investment products, either directly or through their group to an advisory client. (b) to represent that they shall not provide investment advisory services, for securities and investment products, either directly or through their group to the distribution client. 13. Representation to client: The investment adviser to ensure that it will take all consents and permissions from the client prior to undertaking any actions in relation to the securities or investment product advised by the investment adviser. 14. No right to seek Power of Attorney: The Investment Adviser to clearly declare that it shall not seek any power of attorney or authorizations from its clients for implementation of investment advice. 15. No confl....
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....investment adviser: Every individual investment adviser must appoint one of its legal heirs, executor, trustee, administrator of estate of the deceased (the "Obligor") as the person-in-charge in the event of investment adviser's death / disability. The agreement must set out the full name, PAN and contact details of such Obligor. The agreement must disclose the steps to be taken by the Obligor in the event of the above eventuality in order to ensure protection of interest of the clients and redressal of clients' claims, including but not limited to (a) giving notice to all clients of the occurrence of the eventuality and confirmation of having taken charge over by the Obligor (b) settlement of account with the client (fees payable and/or fees refundable), (c) completion of transition of any outstanding business to another duly registered investment adviser, (d) redressal of any outstanding or new disputes / claims of clients. 22. Settlement of disputes and provision for arbitration: Adequate provisions to cover protection of acts done in good faith as well as for dispute resolution mechanism including arbitration that may be specified ....
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....IA in respect of such products/services. 5. This agreement is for the investment advisory services provided by the IA and IA cannot execute/carry out any trade (purchase/sell transaction) on behalf of the client without his/her/its specific and positive consent on every trade. Thus, the client is advised not to permit IA to execute any trade on his/her/its behalf without explicit consent. 6. The fee charged by IA to the client will be subject to the maximum of amount prescribed by SEBI/Investment Adviser Administration and Supervisory Body (IAASB) from time to time (applicable only for Individual and HUF Clients). Note: (i) The current fee limit under Fixed Fee mode is Rs 1,51,000/- per annum per family of client. Under Assets under Advice (AUA) mode, maximum fee limit is 2.5 per cent of AUA per annum per family of client. (ii) The IA may change the fee mode at any time with the client's consent; however, the maximum fee limit in such cases shall be higher of fee limit under the fixed fee mode or 2.5 per cent of AUA per annum per family of client. (iii) The fee limits do not include statutory charges. (iv) The fee limits apply only f....
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.... ODR portal at https://smartodr.in 13. The SEBI registration, enlistment with IAASB, and NISM certification do not guarantee the performance of IA or assure returns to the client. 14. Clients are required to keep contact details, including email id and mobile number/s updated with the IA at all times. 15. The IA shall never ask for the client's login credentials and OTPs for the client's Trading Account, Demat Account and Bank Account. Never share such information with anyone including IA. Note: For existing clients as on February 17, 2025, the MITC shall be informed by the IAs to the clients via email or any other suitable mode of communication (which can be preserved) by June 30, 2025. ANNEXURE C COMPLAINT DATA TO BE DISPLAYED BY IAS Formats for investors complaints data to be disclosed monthly by IAs on their website/mobile application: Data for the month ending ________ Sr. No Received from Pending at the end of last month Received Resolved * Total Pending^# Pending complaint S > 3months Average Resolution time^ (in days) 1 Directly from Investors 2 SE....
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.... 1.1. The recognition of a recognised stock exchange as RAASB and IAASB under regulation 14 of RA Regulations and IA Regulations respectively shall be based on the following eligibility criteria: (i) Minimum number of years of existence as recognised stock exchange: 15 years; (ii) Minimum net worth of recognised stock exchange: INR 200 crores; (iii) Stock exchange having nation-wide terminals; (iv) Investor grievance redressal mechanism including Online Dispute Resolution Mechanism; (v) Capacity for investor service management gauged through reach of Investor Service Centers (ISCs): Stock exchange having ISCs in at least 20 cities. 2. Setting up of requisite systems by stock exchange recognised as RAASB/ IAASB: 2.1. The stock exchange recognised as RAASB/IAASB shall include in its Memorandum of Association, Articles of Association and bye-laws, requisite provisions to fulfil the role and responsibilities specified in para 3 below. 2.2. The stock exchange recognised as RAASB/IAASB shall maintain necessary infrastructure like adequate office space, equipment and manpower to effectively discharge the responsibiliti....
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....ompleteness of submission of information/ documents along with recommendation on the applications to SEBI 2. Initial scrutiny of post-registration applications illustrated below for ensuring completeness of submission of information/ documents along with recommendation on the applications to SEBI: a. Change of name b. Change of address c. Change of compliance officer/ principal officer/ director/ associated person, contact details, etc. d. Change in shareholding e. Merger/amalgamation/takeover/change in control of RA/IA f. Surrender of registration g. NOC for establishing wholly owned subsidiary/ joint venture in foreign jurisdiction, etc. 3. Approval of advertisements of RAs/IAs as per Advertisement Code issued by SEBI 4. Maintenance of database of RAs/IAs 5. Enlisting RAs/IAs in the proposed RAASB/IAASB 6. Issuance of circulars/instructions/standard operating procedures, etc. to RAs/IAs for implementation of provisions of SEBI regulations/ circulars 7. Submission of periodical reports to SEBI 8. Collection and administration of fees. Activities pertaining to supervision: 9. Monitoring the ac....
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....certificate of registration as RA/ IA by SEBI. (v) With reference to the RAs/lAs/applicants referred in point (i) to (iii) above, it is clarified that no additional documentation shall be required to be submitted by such RAs/lAs/applicants for enlistment with RAASB or IAASB as the case may be. 5. Repeal and Savings with respect to erstwhile IAASB framework 5.1 Any action taken or purported to have been taken or any action that may be taken against any person in relation to the membership of IAASB recognised under regulation 14 of IA Regulations shall be deemed to have been done or taken or may be taken under the corresponding provisions of the amended IA regulations. 6. Measures for promoting efficiency 6.1 To begin with, in order to ensure efficiency in the system and economies of scale, RAASB and IAASB shall be one and the same stock exchange. 6.2 In cases where a person has registration as both RA as well as IA, in the interest of efficiency, a single window clearance of various approvals shall be adopted. Details in this regard shall be specified by the recognised RAASB and IAASB. 7. Submission of Periodic Reports 7.1 Pursua....
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....sted to report back to their respective regulatory authority regarding compliance to this advisory. It is requested that you may kindly keep CERT-In informed of the actions taken and periodically provide the updated compliance to this advisory. (It may be noted that TLP Amber means: limited disclosure, restricted to participants' organizations. When should be used: Sources may use TLP:AMBER when information requires support to be effectively acted upon, yet carries risks to privacy, reputation, or operations if shared outside of the organizations involved. How may it be shared: Recipients may only share TLP:AMBER information with members of their own organization, and with clients or customers who need to know the information to protect themselves or prevent further harm. Sources are at liberty to specify additional intended limits of the sharing: these must be adhered to.) ANNEXURE F INVESTOR CHARTER IN RESPECT OF IAS A. Vision and Mission Statements for investors • Vision Invest with knowledge & safety. • Mission Every investor should be able to invest in right investment products based on their needs, manage an....
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....losure to the investor of all material facts such as risks, obligations, costs, etc. relating to the products or securities advised by the adviser. • To provide clear guidance and adequate caution notice to clients when providing investment advice for dealing in complex and high-risk financial products/services. • To ensure confidentiality of information shared by clients unless such information is required to be provided in furtherance of discharging legal obligations or a client has provided specific consent to share such information. • To disclose the timelines for the various services provided by the investment adviser to clients and ensure adherence to the said timelines. D. Details of grievance redressal mechanism and how to access it 1. Investor can lodge complaint/grievance against Investment Adviser in the following ways: Mode of filing the complaint with investment adviser In case of any grievance / complaint, an investor may approach the concerned Investment Adviser who shall strive to redress the grievance immediately, but not later than 21 days of the receipt of the grievance. Mode of filing the co....
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.... F. Expectations from the investors (Responsibilities of investors) • Do's i. Always deal with SEBI registered Investment Advisers. ii. Ensure that the Investment Adviser has a valid registration certificate. iii. Check for SEBI registration number. Please refer to the list of all SEBI registered Investment Advisers which is available on SEBI website in the following link: https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=13 iv. Pay only advisory fees to your Investment Adviser. Make payments of advisory fees through banking channels only and maintain duly signed receipts mentioning the details of your payments. You may make payment of advisory fees through Centralised Fee Collection Mechanism (CeFCOM) of IAASB if investment adviser has opted for the mechanism. v. Always ask for your risk profiling before accepting investment advice. Insist that Investment Adviser provides advisory strictly on the basis of your risk profiling and take into account available investment alternatives. vi. Ask all relevant questions and clear your doubts with your Investment....
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....eby declare and undertake the following with respect to the application for prior approval for change in control of (name of the intermediary along with the SEBI registration no.): 1. The applicant/intermediary (Name) and its principal officer, the directors or managing partners, the compliance officer and the key management persons and the promoters or persons holding controlling interest or persons exercising control over the applicant, directly or indirectly (in case of an unlisted applicant or intermediary, any person holding twenty percent or more voting rights, irrespective of whether they hold controlling interest or exercise control, shall be required to fulfill the 'fit and proper person' criteria) are fit and proper person in terms of Schedule Il of SEBI (Intermediaries) Regulations, 2008. 2. We bear integrity, honesty, ethical behaviour, reputation, fairness and character. 3. We do not incur following disqualifications mentioned in Clause 3(b) of Schedule II of SEBI (Intermediaries) Regulations, 2008 i.e. (i) No criminal complaint or information under section 154 of the Code of Criminal Procedure, 1973 (2 of 1974) has been filed against us by th....
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.... {hereinafter referred to as the "the Board"} of the intermediary shall have the responsibility for the outsourcing policy and related overall responsibility for activities undertaken under that policy. 1.1. The policy shall cover activities or the nature of activities that can be outsourced, the authorities who can approve outsourcing of such activities, and the selection of third party to whom it can be outsourced. For example, an activity shall not be outsourced if it would impair the supervisory authority's right to assess, or its ability to supervise the business of the intermediary. The policy shall be based on an evaluation of risk concentrations, limits on the acceptable overall level of outsourced activities, risks arising from outsourcing multiple activities to the same entity, etc. 1.2. The Board shall mandate a regular review of outsourcing policy for such activities in the wake of changing business environment. It shall also have overall responsibility for ensuring that all ongoing outsourcing decisions taken by the intermediary and the activities undertaken by the third-party, are in keeping with its outsourcing policy. 2. The intermediary sha....
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....capabilities of the third party in order to assess its ability to continue to meet its outsourcing obligations. 3. The intermediary shall ensure that outsourcing arrangements neither diminish its ability to fulfill its obligations to customers and regulators, nor impede effective supervision by the regulators. 3.1. The intermediary shall be fully liable and accountable for the activities that are being outsourced to the same extent as if the service were provided in-house. 3.2. Outsourcing arrangements shall not affect the rights of an investor or client against the intermediary in any manner. The intermediary shall be liable to the investors for the loss incurred by them due to the failure of the third party and also be responsible for redressal of the grievances received from investors arising out of activities rendered by the third party. 3.3. The facilities / premises / data that are involved in carrying out the outsourced activity by the service provider shall be deemed to be those of the registered intermediary. The intermediary itself and Regulator or the persons authorized by it shall have the right to access the same at any point of time. ....
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....arty to the intermediary for unsatisfactory performance/other breach of the contract 5.2.4. provides for the continuous monitoring and assessment by the intermediary of the third party so that any necessary corrective measures can be taken up immediately, i.e., the contract shall enable the intermediary to retain an appropriate level of control over the outsourcing and the right to intervene with appropriate measures to meet legal and regulatory obligations; 5.2.5. includes, where necessary, conditions of sub-contracting by the third-party, i.e. the contract shall enable intermediary to maintain a similar control over the risks when a third party outsources to further third parties as in the original direct outsourcing; 5.2.6. has unambiguous confidentiality clauses to ensure protection of proprietary and customer data during the tenure of the contract and also after the expiry of the contract; 5.2.7. specifies the responsibilities of the third party with respect to the IT security and contingency plans, insurance cover, business continuity and disaster recovery plans, force majeure clause, etc .; 5.2.8. provides for preservation of the ....
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....disaster recovery capabilities. 6.4. Periodic tests of the critical security procedures and systems and review of the backup facilities shall be undertaken by the intermediary to confirm the adequacy of the third party's systems. 7. The intermediary shall take appropriate steps to require that third parties protect confidential information of both the intermediary and its customers from intentional or inadvertent disclosure to unauthorised persons. 7.1. An intermediary that engages in outsourcing is expected to take appropriate steps to protect its proprietary and confidential customer information and ensure that it is not misused or misappropriated. 7.2. The intermediary shall prevail upon the third party to ensure that the employees of the third party have limited access to the data handled and only on a "need to know" basis and the third party shall have adequate checks and balances to ensure the same. 7.3. In cases where the third party is providing similar services to multiple entities, the intermediary shall ensure that adequate care is taken by the third party to build safeguards for data security and confidentiality. 8. Potentia....
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....ed 15 SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/579 18-Jun-21 Framework for administration and supervision of Investment Advisers under the SEBI (Investment Advisers) Regulations, 2013 16 SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/632 30-Sep-21 Guidelines for Investment Advisers' - Extension of timelines 17 SEBI/HO/IMD/IMD-IICIS/P/CIR/2021/0686 13-Dec-21 Publishing Investor Charter and disclosure of Investor Complaints by Investment Advisers on their websites/mobile applications 18 SEBI/HO/IMD/IMD-IDOF1/P/CIR/2021/694 21-Dec-21 Investment Advisory Services for Accredited Investors 19 SEBI/HO/MIRSD/MIRSD-POD-2/P/CIR/2022/163 28-Nov-22 Procedure for seeking prior approval for change in control 20 SEBI/HO/DEPAIII/DEPA-III_SSU/P/CIR/2022/25 25-Feb-22 Approach to securities market data access and terms of usage of data provided by data sources in Indian securities market 21 SEBI/HO/MIRSD/MIRSD-POD-2/P/CIR/2023/51 05-Apr-23 Advertisement code for Investment Advisers (IA) and Research Analysts (RA) 22 SEBI/HO/MIRSD/MIRSD-POD-2/P/CIR/2023/52 06-Apr-23 Usage of brand name/trade name by Investment Advisers (IA....
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....their agents with persons engaged in prohibited activities 37 SEBI/HO/IMD/IMD-SEC-3/P/CIR/2025/15 12-Feb-25 Service platform for investors to trace inactive and unclaimed Mutual Fund folios-MITRA (Mutual Fund Investment Tracing and Retrieval Assistant) 38 SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/19 17-Feb-25 Most Important Terms and Conditions (MITC) for Investment Advisers 39 SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2025/45 28-Mar-25 Extension towards Adoption and Implementation of Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs) 40 SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/48 02-Apr-25 Relaxation of provision of advance fee restrictions in case of Investment Advisers and Research Analysts 41 SEBI/HO/MIRSD/MIRSD-POD/P/CIR/2025/51 04-Apr-25 Recognition and operationalization of Past Risk and Return Verification Agency (PaRRVA) 42 SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2025/60 30-Apr-25 Clarifications to Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs) 43 SEBI/HO/MIRSD/SECFATF/P/CIR/2025/74 23-May-25 Accessibility and Inclusiveness of Digital KYC to Pers....