TaxTMI 
TaxTMI 
Master Circular for Investment Advisers
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....ken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b) Any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; c) The previous operation of the rescinded circulars or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force. 5. This Master Circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate, the....
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.... the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under 48 19. Norms for sharing of real time price data to third parties 49 20. Know Your Client (KYC) norms for the securities market 49 21. Relaxation on geo tagging requirement in India for NRIs while undertaking re-KYC 49 22. Association of persons regulated by the Board and their agents with certain persons 50 23. Simplification of requirements for grant of accreditation to investors 50 24. Recognition and operationalization of Past Risk and Return Verification Agency (PaRRVA) 51 25. Interim arrangement for certified past performance of Investment Advisers prior to operationalisation of Past Risk and Return Verification Agency ("PaRRVA") 51 26. Service platform for investors to trace inactive and unclaimed Mutual Fund folios-MITRA (Mutual Fund Investment Tracing and Retrieval Assistant) 53 27. Cybersecurity and Cyber Resilience Framework (CSCRF) 53 28. Adoption of Standardised, Validated and Exclusive UPI IDs for Payment Collection by ....
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....s prior to the applicability of this segregation under the existing 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 specif....
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....foresaid agreement and provided copy of signed agreement to the client. (iii) Fees^[7] (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-boa....
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....cable in case of non- individual clients and accredited investors. In case of non- individual clients and accredited investors, fee related terms and conditions shall be governed through bilaterally negotiated contractual terms. (iv) Deposit requirement^[10] (a) As per Regulation 8 of the IA Regulations, an investment adviser shall maintain a deposit of such sum, as specified by the Board from time to time. In this regard, it is specified that an IA shall maintain the deposit in the form of units of liquid mutual fund or an overnight mutual fund or as a deposit maintained with a scheduled bank. Such deposit shall be marked as lien in favour of IAASB. 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 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....
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.... In this regard, for sake of clarity, it has been specified that the applicants who meet the qualification criteria provided under Regulation 7(c) shall not be required to obtain initial entry level certification (as applicable for applicants with other qualifications) from NISM or from any other organization or institution accredited by NISM. However, as provided under Regulation 7(2), such persons shall be required to obtain relevant renewal certification from NISM or from any other organization or institution accredited by NISM within three years from the date of registration certificate. (vi) Registration as Non Individual Investment Advisor (a) Vide SEBI (Investment Advisers) (Second Amendment) Regulations, 2025, Regulation 13(e) of the IA Regulations has been amended to provide that an individual IA, whose number of clients exceed three hundred at any point of time or the fee collected during the financial year exceeds three crore rupees, whichever is earlier, shall immediately intimate the Administration and Supervisory Body and initiate the process of transition from individual to non-individual investment adviser and apply for grant of in-principle appro....
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....with the rules/regulations/reporting requirements under each of these regulations viz. IA Regulations and RA Regulations separately. (b) Such IA/RA shall provide an undertaking stating that it shall maintain arms-length relationship between its activity as IA and RA and shall ensure that its investment advisory services and research services are clearly segregated from each other. (viii) Registration as part time Investment Adviser (a) In terms of Regulation 2(1)(qa) read with regulation 2(1)(pb) of IA Regulations, a part-time IA is an individual or partnership firm who is also engaged in any other business activity/employment which is unrelated to securities and does not involve handling/ managing of money/ funds of client/ person or providing advice/ recommendation to any client/person in respect of any products/ assets for investment purposes. (b) An applicant engaged in any activity or business or employment permitted by any financial sector regulator or an activity under the purview of statutory self-regulatory organisations such as Institute of Chartered Accountants of India ('ICAI'), Institute of Company Secretaries of India (ICSI)....
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....indirectly, in respect of or related to a security or securities, without being registered with or otherwise permitted by the SEBI to provide such advice or recommendation; and (b) making any claim, of returns or performance expressly or impliedly, in respect of or related to a security or securities, without being permitted by the SEBI to make such a claim. Example/Illustration 2: Who shall not be considered eligible for registration as part-time IA? If a person is engaged in a business/activity of providing advice/recommendations on assets such as gold, real estate, cryptocurrency etc., it shall not be considered eligible for registration as part-time IA. Example/Illustration 3: Who is required to register as part-time IA? If a CA for the purpose of tax planning/tax filing provides advice/recommendation on securities as an asset class to its client as an incidental advice to its primary activity, it is not required to get registered as a part-time IA. However, if a CA is providing security- specific advice to a specific client, even though as part of tax planning/tax filing, it is required to seek registration as part....
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.... terms of scope of the 'investment advice' under Regulation 2(1)(I) of the IA Regulations, Investment advice related to securities under purview of SEBI shall only fall under the purview of IA Regulations. (b) It is however noted that IAs may also provide financial planning services to their clients and comprehensive financial planning may include the investment advice related to products or services not under the purview of SEBI. In this regard, the following is specified for IAs providing investment advice related to products or services not under the purview of SEBI to their clients- For the products and services not under the purview of SEBI, IA shall make disclosure to the client and take appropriate declaration and undertaking from the client that that such products/services and the services of IA in respect of such products/services do not come under regulatory purview of SEBI and that no recourse is available to them with SEBI for their grievances related to such products/services or services of IA in respect of such products/services. IAs shall make the aforesaid disclosure and obtain appropriate declaration and undertaking while on-boarding new c....
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....ver, in case where dispute has been raised, such records shall be kept till resolution of the dispute or if SEBI desires that specific records be preserved, then such records shall be kept till further intimation from SEBI (xiv) Audit (a) As per regulation 19(3) of the IA Regulations, IA shall conduct annual audit in respect of compliance with SEBI (Investment Advisers) Regulations, 2013 and circulars issued thereunder. (b) Annual compliance audit report shall specify each of the provisions of the IA Regulations and the circulars and guidelines issued thereunder upon which compliance is reported. (c) An IA shall - (i) complete the annual compliance audit within six months from the end of each financial year and submit a compliance audit report to IAASB/SEBI within a period of one month from the date of the audit report. (ii) submit adverse findings of audit, if any, along with action taken thereof duly approved by the individual IA or management of non-individual IA to IAASB/SEBI within a period of one month from the date of the audit report but not later than October 31st of each year for the previous financial year; and ....
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....¢ Complete address with telephone numbers, • Contact details of the Principal Officer -contact no, email id etc., • Corresponding SEBI regional/local office address. II. MEASURES TO STRENGTHEN THE CONDUCT OF INVESTMENT ADVISERS 2. Measures to strengthen the conduct of Investment Advisers ^[14] 2.1 Restriction on free trial As per the IA Regulations, investment advice can be given after completing risk profiling of the client and ensuring suitability of the product. It has come to the notice that IAs are providing advice on free trial basis without considering risk profile of the client. Hence the IAs shall not provide free trial for any products/services to prospective clients. Further, IAs shall not accept part payments (where some part of the fee is paid in advance) for any product/service. 2.2 Proper risk profiling and consent of client on risk profiling Risk profiling of the client is essential to provide advice on suitable product based on various criteria like income, age, securities market experience etc. Registered IAs shall provide investment advice only after completing the following steps: a. Complete the risk profile of the ....
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....this circular are specified in the enclosed framework at Annexure D. Repeal and Savings with respect to the erstwhile IAASB framework 3.3. From the effective date of the provisions of clause 3, the erstwhile framework for administration and supervision of IAs as specified through SEBI circular number SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/579 dated June 18, 2021 stands rescinded. 3.4. In terms of regulation 30A of IA Regulations, notwithstanding the aforesaid rescission, 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, as applicable in the rescinded framework of IAASB, shall be deemed to have been done or taken or may be taken under the corresponding provisions of the amended IA Regulations. Operationalization of RAASB and IAASB framework 3.5. Based on fulfillment of the criteria specified in Annexure D, a stock exchange shall be granted recognition as RAASB and IAASB. 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. 4. Recognition of BSE Li....
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....plete protection and seamless control over the critical systems at your organizations by continuous monitoring through direct control and supervision protocol mechanisms while keeping the critical data within the legal boundary of India. 5.4. The compliance of the advisory shall be reported half yearly by IAs to SEBI with an undertaking, "Compliance of the SEBI circular for Advisory for Financial Sector Organizations regarding Software as a Service (Saas) based solutions has been made." V. INVESTOR COMPLAINTS 6. Redressal of investor grievances through SEBI Complaints Redress system (SCORES) Platform and Online Dispute Resolution (ODR) Platform ^[23] 6.1. SEBI has been taking various measures to create awareness among investors about grievance mechanisms available to them through workshops as well as through print and electronic media. 6.2. As an additional measure and for information of all investors who deal/ invest/ transact in the market, the IAs shall prominently display in their offices the following information about the grievance redressal mechanism available to investors: Dear Investor, In case of any grievance / complaint against the investment advise....
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.... for Investment Advisers is placed at Annexure F. All IAs are required to bring the investor charter to the notice of their clients. 7.4 In this regard, BSE Limited (presently recognized as IAASB) has been directed to advise Investment Advisers to bring the Investor Charter to the notice of their clients (existing as well as new clients) through disclosing the Investor Charter on their respective websites and mobile applications (if any), making them available at prominent places in the office, provide a copy of Investor Charter as a part of client on-boarding process, through e-mails/ letters etc. 7.5 Additionally, in order to ensure transparency in the Investor Grievance Redressal Mechanism, all the Investment Advisers shall continue to disclose on their respective websites and mobile applications (if any), the data on complaints received against them or against issues dealt by them and redressal thereof, latest by 7th of succeeding month, as per the format enclosed at Annexure C to this circular. VI. MISCELLANEOUS 8. Procedure for seeking prior approval for change in control^[25] 8.1. Regulation 15(11) of the IA Regulations, IA shall obtain prior approval of SEBI ....
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.... registered stock broker, clearing member, depository participant, in addition to the above, it shall obtain approval /NOC from all the stock exchanges/clearing corporations/depositories, where the incumbent is a member/depository participant and submit self-attested copy of the same to SEBI. iii. The prior approval granted by SEBI shall be valid for a period of six months from the date of such approval within which the applicant shall file application for fresh registration pursuant to change in control. 8.3. To streamline the process of providing approval to the proposed change in control of an IA in matters which involve scheme(s) of arrangement which needs sanction of the National Company Law Tribunal ("NCLT") in terms of the provisions of the Companies Act, 2013, the following has been decided: i. The application seeking approval for the proposed change in control of the IA shall be filed with SEBI prior to filing the application with NCLT. ii. Upon being satisfied with compliance of the applicable regulatory requirements, an in-principle approval will be granted by SEBI; iii. The validity of such in-principle approval shall be three mont....
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....prior approval and thereafter fresh registration shall be obtained in the name of legal heir/transferee. 9.3 Transfer /transmission of ownership interest in case of partnership firm type intermediary: Change in partners and their ownership interest of the partnership firm type intermediary shall be dealt in following manner: a) Transfer of ownership interest in case of partnership firm: In case a SEBI registered entity is registered as a partnership firm with more than two partners, then inter-se transfer amongst the partners shall not be construed to be change in control. Where the partnership firm consists of two partners only, the same would stand as dissolved upon the death of one of the partners. However, if a new partner is inducted in the firm, then the same would be considered as a change in control, requiring fresh registration and prior approval of SEBI. b) Transmission of ownership interest in case of partnership firm: Where the partnership deed contains a clause that in case of death of a partner, the legal heir(s) of deceased partner be admitted, then the legal heir(s) may become the partner (s) of the partnership firm. In such scenario the part....
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....(minimum 10 font size) which states "Investment in securities market are subject to market risks. Read all the related documents carefully before investing". No addition or deletion of words shall be made to/from the standard warning. iv. In audio-visual media based advertisements, the standard warning in visual media based advertisement and accompanying voice over reiteration shall be audible in a clear and understandable manner. For example, in standard warning both the visual and the voice over reiteration containing 20 words running for at least 10 seconds may be considered as clear and understandable. v. Whenever the advertisement is being issued in a language other than English, it will be ensured that the standard warning is accurately translated in the language of the advertisement. vi. In case the mode of advertisement is SMS/Message/Pop-up, social media etc. and the details such as full name, logo/brand name, full registered office address, SEBI registration number, membership number of a SEBI recognized supervisory body and standard disclaimer are not mentioned, then official website hyperlink should be provided in such SMS/Message/Pop....
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....ence to past performance or risk-return metrics in respect of the services of Investment Adviser unless such risk-return metrics are verified by Past Risk and Return Verification Agency (PaRRVA) and claims using such metrics are made in the manner specified by SEBI. xiii. Superlative terms such as "Best", "No. 1", Top Adviser, "Leading", "One of the best amongst market leaders", etc. so as to provide any endorsement of quality or standing of the IA. However, factual details of awards received by the IA from independent organizations may be included. xiv. Advertisements shall not include SEBI Logo. d. Other compliances/requirements: i. Prior approval for the advertisement/material shall be obtained from SEBI recognized supervisory body. ii. In the event of suspension of any IA by SEBI and/or by SEBI recognized supervisory body, the IA so suspended shall not issue any advertisement either singly or jointly with any other IA, during the period of suspension. iii. The IA/RA shall not engage in games, leagues, schemes, competitions etc. which may involve distribution of prize monies, medals, gifts, etc. other investment/research/cons....
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....n^[29] IAs are directed that: i. Proper internal code of conduct and controls should be put in place. ii. Employees/temporary staff/voluntary workers etc. employed/working in the Offices of market intermediaries do not encourage or circulate rumours or unverified information obtained from client, industry, any trade or any other sources without verification. iii. Access to Blogs/ Chat forums/Messenger sites etc. should either be restricted under supervision or access should not be allowed. iv. Logs for any usage of such Blogs/Chat forums/Messenger sites (called by any nomenclature) shall be treated as records and the same should be maintained as specified by the IA Regulations. v. Employees should be directed that any market related news received by them either in their official mail/personal mail/blog or in any other manner, should be forwarded only after the same has been seen and approved by the IA's Compliance Officer. If an employee fails to do so, he/she shall be deemed to have violated the various provisions contained in SEBI Act/Rules/Regulations etc. and shall be liable for action. The Compliance Officer shall also be hel....
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....k-for-regulatory-sandbox 53982.html 15. Optional mechanism for fee collection by SEBI registered Investment Advisers (IAs) and Research Analysts (RAs)^[33] 15.1 With growing interest in the securities market, there is a need for a mechanism for an investor to discern whether payment of fees is being made only to a registered IA/RA. In order to create a closed and transparent payment ecosystem, consultations were held with relevant stakeholders on the proposal of a separate centralized mechanism for fee collection by IAs and RAs. 15.2 Pursuant to public consultation and various discussions with stakeholders, the "Centralized Fee Collection Mechanism for IA and RA" (CeFCOM) has been operationalized to facilitate collection of fees by registered IAs and RAs from their clients 15.3 Under this mechanism, clients shall pay fees to IAs/RAs, through a designated platform/portal administered by recognized Administration and Supervisory Body (ASB). 15.4 The mechanism has been co-created by BSE Limited with the help of various stakeholders. The operational framework for the mechanism shall be as specified by BSE. The mechanism has been made operational from October 01, 2024. ....
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....which would impair their ability to render fair, objective and unbiased services; vi. endeavor to reduce opportunities for conflict through prescriptive measures such as through information barriers to block or hinder the flow of information from one department/ unit to another, etc .; vii. place appropriate restrictions on transactions in securities while handling a mandate of issuer or client in respect of such security so as to avoid any conflict; viii. not deal in securities while in possession of material non published information; ix. not to communicate the material non published information while dealing in securities on behalf of others; x. not in any way contribute to manipulate the demand for or supply of securities in the market or to influence prices of securities; xi. not have an incentive structure that encourages sale of products not suiting the risk profile of their clients; xii. not share information received from clients or pertaining to them, obtained as a result of their dealings, for their personal interest; 16.5. The Boards of intermediaries shall put in place systems for implementation of the a....
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....v.in/legal/circulars/may-2024/norms-for-sharing-of-real-time- price-data-to-third-parties 83572.html 20. Know Your Client (KYC) Norms for the Securities market IAs are advised to refer to the following master circular and circulars: i. Master Circular No. SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023 on 'Know Your Client (KYC) norms for securities market' available on SEBI website at: https://www.sebi.gov.in/legal/master- circulars/oct-2023/master-circular-on-know-your-client-kyc-norms-for-the- securities-market 77945.html ii. Circular No. SEBI/HO/MIRSD/SECFATF/P/CIR/2024/79 dated June 06, 2024 on 'Uploading of KYC information by KYC Registration Agencies (KRAs) to Central KYC records Registry (CKYCRR)' available at: https://www.sebi.gov.in/legal/circulars/jun-2024/uploading-of-kyc-information- by-kyc-registration-agencies-kras-to-central-kyc-records-registry-ckycrr- 84006.html iii. Circular No. SEBI/HO/MIRSD/SECFATF/P/CIR/2025/74 dated May 23, 2025 on 'Accessibility and Inclusiveness of Digital KYC to Persons with Disablities' available at: https://www.sebi.gov.in/legal/circulars/may-....
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....tation-to-investors 79990.html 24. Recognition and operationalization of Past Risk and Return Verification Agency (PaRRVA) Regulation 16D and 16E of the 'Securities and Exchange Board of India (Intermediaries) Regulations, 2008' ("Intermediaries Regulations"), provide for verification of risk and return metrics by a Past Risk and Return Verification Agency ("PaRRVA"). Accordingly, in terms of the aforesaid regulations, claims may be made by IAs, in terms of risk and return metrics verified by PaRRVA. In this regard, IAs are advised to refer to circular no. SEBI/HO/MIRSD/MIRSD- POD/P/CIR/2025/51 dated April 4, 2025 on 'Recognition and operationalization of Past Risk and Return Verification Agency (PaRRVA)' available at: https://www.sebi.gov.in/legal/circulars/apr-2025/recognition-and-operationalization-of-past-risk-and-return-verification-agency-parrva- 93321.html 25. Interim arrangement for certified past performance of Investment Advisers prior to operationalisation of Past Risk and Return Verification Agency ("PaRRVA")^[36] (i) Considering the representation of the industry to facilitate IAs to communicate past performance data to clients for ....
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....ertified past performance data shall be communicated in consultation with Industry Standard Forums for IAs and SEBI. (iii) Any contravention of the provisions of paragraph 24(i) and 24(ii) will make an entity liable for enforcement actions, including summary proceedings "under Regulation 30A.(1)( c) of SEBI(Intermediaries) Regulations, 2008 which states that a person found to have made claim(s) of return or performance in respect of or related to a security or securities, unless otherwise permitted by the Board to make such claim(s) shall be liable for summary proceedings. 26. Service platform for investors to trace inactive and unclaimed Mutual Fund folios-MITRA (Mutual Fund Investment Tracing and Retrieval Assistant) IAs are advised to refer to circular no. SEBI/HO/IMD/IMD-SEC-3/P/CIR/2025/15 dated February 12, 2025 on 'Service platform for investors to trace inactive and unclaimed Mutual Fund folios-MITRA (Mutual Fund Investment Tracing and Retrieval Assistant)' available at: https://www.sebi.gov.in/legal/circulars/feb-2025/service-platform-for-investors-to-trace-inactive-and-unclaimed-mutual-fund-folios-mitra-mutual-fund-investment-tracing-and-retrieva....
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....ties (REs)' available at: https://www.sebi.gov.in/web/?file=https://www.sebi.gov.in/sebidata/attachdocs/aug-2025/1756380695925.pdf#page=1&zoom=page-width,-15,842 28. 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: https://www.sebi.gov.in/legal/circulars/jun-2025/adoption-of-standardised-validated-and-exclusive-upi-ids-for-payment-collection-by-sebi-registered- intermediaries-from-investors_94535.html 29. Rights of Persons with Disabilities Act, 2016 and rules made thereunder- mandatory compliance by all Regulated Entities IAs are advised to refer to the following circulars: i. Circular no. SEBI/HO/ITD-1/ITD_VIAP/P/CIR/2025/111 dated July 31, 2025 on 'Rights of Persons with Disabilities Act, 2016 and rules made thereunder- mandatory compliance by all Regulated Entities' available at: https://www.s....
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....in the specified format 30.4. IAs shall submit periodic report for half-yearly periods ending on September 30 and March 31 of every financial year, within 30 days^[38] from the end of the respective half-yearly period for which details are to be furnished.^[39] 31. Other reporting requirements 31.1. Undertaking on compliance of the advisory for Financial Sector Organizations regarding Software as a Service (Saas) based solutions to be submitted half yearly The compliance of the advisory shall be reported by IA to SEBI with an undertaking, "Compliance of the SEBI circular for Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions has been made." 31.2. To conduct annual audit and submit a report and adverse findings, if any In terms of regulation 19(3) of the IA Regulations, IA is required to conduct annual audit in respect of compliance with the IA regulations and circulars issued thereunder from a member of Institute of Chartered Accountants of India or Institute of Company Secretaries of India within six months from the end of each financial year. Submit a report of the same and adverse findings of the audit, if any, al....
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.... Investment Adviser Regulations and relevant circulars issued thereunder. (to be specifically mentioned here) d) Fees charged to the client. (to be specifically mentioned here) 3. Scope of services: The services to be provided by the Investment Adviser to be described in detail. However, the same shall be subject to the activities permitted under the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. The Investment Adviser shall act in a fiduciary capacity towards its clients at all times. 4. Functions of the Investment Adviser: Functions, obligations, duties and responsibilities of the Investment Adviser (including principal officer and all persons associated with the investment advice), with specific provisions covering, inter alia,: a) Terms of compliance with the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 and its amendments, rules, circulars and notifications. b) Compliance with the eligibility criteria as specified under the Investment Adviser Regulations at all times. c) Risk assessment procedure of client including their risk capacity and risk aversion. d) Prov....
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....would be required to give a 30 days prior written notice. In case of suspension of the certificate of registration of the IA, the client may be provided with the option to terminate the agreement. 10. Implications of Amendments and termination: The implications of Amendment, Termination and assignment, such as set off of fees received by the Investment Adviser, refund of fees, completion/termination of investment-in-progress, transition support obligations of the Investment Adviser, etc. shall also be provided in detail. 11. Relationship with related parties: The Investment Adviser to clearly declare that it is carrying on its activities independently, at an arms-length basis with its related parties. Disclosures of conflicts to be made. 12. Investment Adviser engaged in other activities: i. The Investment Adviser (individual) to represent to the client that it maintains an arms-length relationship between its activities as an investment adviser and other activities and to covenant that this arm's length relationship shall be maintained throughout the tenure of advisory service; ii. In case of Investment Adviser who are individuals: ....
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.... (b) The payment of fees shall be through a mode which shows traceability of funds. Such modes may include account payee crossed cheque/ Demand Drafts or by way of direct credit to the bank accounts through NEFT/ RTGS/ IMPS/ UPI or any other mode specified by SEBI from time to time. However, the fees shall not be accepted in cash. 18. Liability of Investment Adviser: The agreement to clearly state that the Investment Adviser shall not incur any liability by reason of any loss, which a client may suffer by reason of any depletion in the value of the assets under advice, which may result by reason of fluctuation in asset value, or by reason of non-performance or underperformance of the securities/funds or any other market conditions. 19. Representations and covenants: Adequate and appropriate representations about qualifications of the adviser, principal officer, persons associated with the investment advice, receipt of all applicable approvals and consents (from regulatory / statutory bodies, third party consents, corporate approvals etc.) and covenant to maintain them throughout the validity of advisory service. 20. Death or Disability of client: Provisions in relation....
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....ellaneous: Each party agrees to perform such further actions and execute such further agreements as are necessary to effectuate the purposes hereof. ANNEXURE B Most Important Terms and Conditions (MITC) for Investment Advisers^[40] [Forming part of the Investment Advisory Agreement] 1. The Investment Adviser (IA) shall only accept payments towards its fees for Investment Advisory Services and is not permitted to accept funds or securities in its account on the client's behalf. 2. The IA does not guarantee returns, accuracy, or risk-free investments. All advice is subject to market risks, and there is no assurance of any returns or profits. 3. Any assured/guaranteed/fixed returns schemes or any other schemes of similar nature are prohibited by law. No scheme of this nature shall be offered to the client by the IA. 4. Investment advice, only related to securities shall fall under the purview of SEBI. In case of any services offered by IA related to products/services not under the purview of SEBI, IA shall make disclosure to the client and take appropriate declaration and undertaking from the client that such products/services and the services of IA in respect....
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.... share the financial information (e.g. income, existing investments, liabilities, etc.) with the IA. 10. The IA is required to carry out the client's risk profiling and suitability analysis before providing services and thereafter on an ongoing basis. The services provided will be in line with the assessed risk profile. IA shall also communicate the assessed risk profile to the client. 11. As part of conflict of interest management, the client or the client's family members will not be provided any distribution services by IA or any of its group entity/ family members. IA shall, wherever available, advice direct plans (non- commission based) of products only. The IA shall endeavor to promptly inform the client of any conflict of interest that may affect the services being rendered to the client. 12. For any grievances, Step 1: The client should first contact the IA using the details on its website or following contact details: (IA to Provide details as per 'Grievance Redressal / Escalation Matrix') Step 2 : If the resolution provided by IA is unsatisfactory, the client can lodge grievances through SEBI's SCORES platform at ....
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....of complaints resolved in the current month. Trend of monthly disposal of complaints Sr. No. Month Carried forward form previous month Received Resolved* Pending# 1 April, YYYY 2 May, YYYY 3 June, YYYY 4 .................... 5 March, YYYY Grand Total * Inclusive of complaints of previous months resolved in the current month. # Inclusive of complaints pending as on the last day of the month Trend of annual disposal of complaints Sr. No. Year Carried forward from previous year Received Resolved* Pending# 1 2021-22 2 2022-23 3 2023-24 4 20XX-XX Grand Total * Inclusive of complaints of previous months resolved in the current month. # Inclusive of complaints pending as on the last day ....
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....unctions relating to registration, enforcement action and disciplinary or penal action shall remain with SEBI and SEBI shall continue to register IAs and RAs as per the mandate given under the Securities and Exchange Board of India Act, 1992. The following functions as specified in the table below shall be performed concurrently by SEBI and RAASB or IAASB, as the case may be. SEBI Proposed RAASB/IAASB 1. Approval of registration applications of RAs/IAs -fresh registration as well as application made pursuant to change in control 2. Approval for post-registration applications such as- 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. Supervision of RAs/IAs 4. Taking enforcement action suo moto or otherwise 5. Taking disciplinary/ penal action including levying penalty on recommendation of proposed body ....
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.... 'enlist' with RAASB/IAASB. 4.2. Further, in order to provide ease of doing business and to ensure smooth operationalization of RAASB and IAASB framework and to prevent disruption for existing RAs and IAs registered with SEBI, the following has been provided for: (i) Existing RAs registered with SEBI shall be deemed to be enlisted with RAASB. Existing IAs registered with SEBI who are also members of BASL^[41] shall be deemed to be enlisted with the IAASB recognised under this framework. (ii) Applications for registration as RA received and under process with SEBI up to the effective date of operationalization of RAASB framework shall continue to be processed by SEBI. Such RAs shall be deemed to be enlisted with RAASB once registration is granted by SEBI. (iii) Applications for registration as IA pending with SEBI/BASL at the time of operationalization of IAASB framework shall continue to be processed by SEBI/BASL. Once registration is granted by SEBI, such IAs shall be deemed to be enlisted with the IAASB recognised under this framework. (iv) New applications received from the effective date of operationalization of RAASB/IAASB framewo....
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....health of India's financial sector with respect to data safety and security. Description If the following data sets fall in the hands of an adversary/cyber attacker, it may lead to unprecedented increase in the attack surface area and weakening of Indian financial sector infrastructure's overall resilience. • Credit Risk Data • liquidity Risk Data • Market Risk Data • System & Sub-System Information • Internal & Partner IP Schema • Network Topography & Design • Audit/Internal Audit Data • System Configuration Data • System Vulnerability Information • Risk Exception Information • Supplier Information & it's dependencies related Data Solution The Financial Sector organisations may be advised to protect such critical data using layered defence approach and seamless protection against external or insider threat. The organisations may also be advised to ensure complete protection & seamless control over their critical system by continuous monitoring through direct control and supervision protocol mechanisms while keeping s....
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....ice has taken place. • To ensure that all advertisements are in adherence to the provisions of the Advertisement Code for Investment Advisers • Not to discriminate in terms of services provided, among clients opting for same/similar products/services offered by investment adviser. C. Details of services provided to investors (No Indicative Timelines) • Onboarding of Clients • Sharing of agreement copy • Completing KYC of clients • Disclosure to Clients • To provide full disclosure about its business, affiliations, compensation in the agreement. • To not access client's accounts or holdings for offering advice. • To disclose the risk profile to the client. • To disclose any conflict of interest of the investment advisory activities with any other activities of the investment adviser. • To disclose the extent of use of Artificial Intelligence tools in providing investment advisory services. • To provide investment advice to the client based on the risk-profiling of the clients and suitability of the client. • To tr....
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....acy and Confidentiality • Right to Transparent Practices • Right to fair and Equitable Treatment • Right to Adequate Information • Right to Initial and Continuing Disclosure - Right to receive information about all the statutory and regulatory disclosures. • Right to Fair & True Advertisement • Right to Awareness about Service Parameters and Turnaround Times • Right to be informed of the timelines for each service • Right to be Heard and Satisfactory Grievance Redressal • Right to have timely redressal • Right to Suitability of the Financial Products • Right to Exit from Financial product or service in accordance with the terms of agreement with the investment adviser • Right to receive clear guidance and caution notice when dealing in Complex and High-Risk Financial Products and Services • Additional Rights to vulnerable consumers - Right to get access to services in a suitable manner even if differently abled • Right to provide feedback on the financial products and services used ....
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....vening any regulatory provisions. • Don'ts i. Don't fall for stock tips offered under the pretext of investment advice. ii. Do not provide funds for investment to the Investment Adviser. iii. Don't fall for the promise of indicative or exorbitant or assured returns by the Investment Advisers. Don't let greed overcome rational investment decisions. iv. Don't fall prey to luring advertisements or market rumors. v. Avoid doing transactions only on the basis of phone calls or messages from any Investment adviser or its representatives. vi. Don't take decisions just because of repeated messages and calls by Investment Advisers. vii. Do not fall prey to limited period discount or other incentive, gifts, etc. offered by Investment advisers. viii. Don't rush into making investments that do not match your risk taking appetite and investment goals. ix. Do not share login credential and password of your trading, demat or bank accounts with the Investment Adviser. ANNEXURE G DECLARATION CUM UNDERTAKING FOR SEEKING PRIOR APPROVAL FOR CHANGE IN CONTROL We M/s. (Name ....
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....son' by an order of the Board. 5. No notice to show cause has been issued for proceedings under SEBI(Intermediaries) Regulations, 2008 or under section 11(4) or section 11B of the SEBI Act during last one year against us. 6. It is hereby declared that we and each of our promoters, directors, principal officer, compliance officer and key managerial persons are not associated with vanishing companies. 7. We hereby undertake that there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted. 8. We hereby undertake that pursuant to grant of prior approval by SEBI, the incumbent shall inform all the existing investors/ clients about the proposed change prior to effecting the same, in order to enable them to take informed decision regarding their continuance or otherwise with the new management. The said information is true to our knowledge. (stamped and signed by the Authorised Signatories) ANNEXURE H PRINCIPLES FOR OUTSOURCING FOR INTERMEDIARIES 1. An intermediary seeking to outsource activities shall have in place a comprehensive policy to guide the assessment of whether and how those activities ca....
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.... associate of the intermediary to act as the third party, systems shall be put in place to have an arm's length distance between the intermediary and the third party in terms of infrastructure, manpower, decision-making, record keeping, etc. for avoidance of potential conflict of interests. Necessary disclosures in this regard shall be made as part of the contractual agreement. It shall be kept in mind that the risk management practices expected to be adopted by an intermediary while outsourcing to a related party or an associate would be identical to those followed while outsourcing to an unrelated party. 2.3. The records relating to all activities outsourced shall be preserved centrally so that the same is readily accessible for review by the Board of the intermediary and / or its senior management, as and when needed. Such records shall be regularly updated and may also form part of the corporate governance review by the management of the intermediary. 2.4. Regular reviews by internal or external auditors of the outsourcing policies, risk management system and requirements of the regulator shall be mandated by the Board wherever felt necessary. The intermediary shall r....
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....the environment of the foreign country where the third party is located. 5. Outsourcing relationships shall be governed by written contracts / agreements / terms and conditions (as deemed appropriate) {hereinafter referred to as "contract"} that clearly describe all material aspects of the outsourcing arrangement, including the rights, responsibilities and expectations of the parties to the contract, client confidentiality issues, termination procedures, etc. 5.1. Outsourcing arrangements shall be governed by a clearly defined and legally binding written contract between the intermediary and each of the third parties, the nature and detail of which shall be appropriate to the materiality of the outsourced activity in relation to the ongoing business of the intermediary. 5.2. Care shall be taken to ensure that the outsourcing contract: 5.2.1. clearly defines what activities are going to be outsourced, including appropriate service and performance levels; 5.2.2. provides for mutual rights, obligations and responsibilities of the intermediary and the third party, including indemnity by the parties; 5.2.3. provides for the liability of the third part....
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....intain contingency plans, including a plan for disaster recovery and periodic testing of backup facilities. 6.1. Specific contingency plans shall be separately developed for each outsourcing arrangement, as is done in individual business lines. 6.2. An intermediary shall take appropriate steps to assess and address the potential consequence of a business disruption or other problems at the third party level. Notably, it shall consider contingency plans at the third party; co-ordination of contingency plans at both the intermediary and the third party; and contingency plans of the intermediary in the event of non- performance by the third party. 6.3. To ensure business continuity, robust information technology security is a necessity. A breakdown in the IT capacity may impair the ability of the intermediary to fulfill its obligations to other market participants/clients/regulators and could undermine the privacy interests of its customers, harm the intermediary's reputation, and may ultimately impact on its overall operational risk profile. Intermediaries shall, therefore, seek to ensure that third party maintains appropriate IT security and robust disaster recovery cap....
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....n in Mutual Fund schemes through the Stock Exchange Infrastructure 7 SEBI/HO/IMD/DF1/CIR/P/2019/169 27-Dec- 19 Measures to strengthen the conduct of Investment Advisers (IA) 8 SEBI/HO/IMD/DF1/CIR/P/2020/04 09-Jan-20 Operating Guidelines for Investment Advisers in International Financial Services Centre 9 SEBI/HO/IMD/DF1/CIR/ P/2020/31 28-Feb-20 Operating Guidelines for Investment Advisers in International Financial Services Centre (IFSC) - Clarifications 10 SEBI/HO/IMD/DF1/CIR/ P/2020/148 06-Aug- 20 Administration and Supervision of Investment Advisers 11 SEBI/HO/IMD/DF1/CIR/P/2020/182 23-Sep- 20 Guidelines for Investment Advisers 12 SEBI/HO/IMD/DF1/CIR/P/2020/185 28-Sep- 20 Operating Guidelines for Investment Advisers in International Financial Services Centre (IFSC) - Amendments 13 SEBI/HO/MIRSD2/DOR/CIR/P/2020/221 03-Nov- 20 Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions 14 SEBI/HO/IMD-1/DOF-1/P/CIR/2021/622 31-Aug- 21 Extension of time for seeking membership of BSE Administration & Supervision Limited 15 SEBI/HO/IMD/IMD-I/DOF1....
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....2024/120 13-Sep-24 Optional mechanism for fee collection by SEBI registered Investment Advisers (IAs) and Research Analysts (RAs) 31 SEBI/HO/MIRSD/MIRSD-POD- 1/P/CIR/2024/143 22-Oct-24 Association of persons regulated by the Board and their agents with certain persons 32 SEBI/HO/MIRSD/MIRSD-PoD1/P/CIR/2024/147 25-Oct-24 (A) Annual Compliance Certificate for Client Level Segregation by non-individual Investment Advisers; (B) Timeline for submission of periodic reports 33 SEBI/HO/MIRSD/MIRSD-POD-1/P/CIR/2024/164 27-Dec-24 Prior approval for change in control: Transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control 34 SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2024/184 31-Dec-24 Clarifications to Cybersecurity and Cyber Resilience Framework (CSCRF)for SEBI Regulated Entities (REs) 35 SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2025/003 07-Jan-25 Guidelines for Investment Advisers 36 SEBI/HO/MIRSD/MIRSD-POD-1/P/CIR/2025/11 29-Jan-25 Details/clarifications on provisions related to association of persons regulated by the Board, MIls, and their agents with persons eng....
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....w.r.t. SEBI Circular for Compliance to Digital Accessibility Circular 'Rights of Persons with Disabilities Act, 2016 and rules made thereunder- mandatory compliance by all Regulated Entities' dated July 31, 2025 (Circular No. SEBI/HO/ITD- 1/ITD_VIAP/P/CIR/2025/111) 51 SEBI/HO/ITD-1/ITD_VIAP/P/CIR/2025/131 25-Sep-25 Compliance Guidelines for Digital Accessibility Circular 'Rights of Persons with Disabilities Act, 2016 and rules made thereunder- mandatory compliance by all Regulated Entities' dated July 31, 2025 (Circular No. SEBI/HO/ITD- 1/ITD_VIAP/P/CIR/2025/111) 52 HO/38/12/11(1)2025-MIRSD-POD/1/71/2025 30-Oct-25 Ease of doing business measures - Enabling Investment Advisers ("IAs") to provide second opinion to clients on assets under pre-existing distribution arrangement 53 HO/38/12/11(1)2025-MIRSD-POD/1/73/2025 30-Oct-25 Ease of doing business - Interim arrangement for certified past performance of Investment Advisers and Research Analysts prior to operationalisation of Past Risk and Return Verification Agency ("PaRRVA") 54 HO/13/19/13(2)2025-ITD-1_VIAP/I/187/2025 08-Dec-25 Clarification on the Digital Accessibility....