Master Circular for Investment Advisers

MASTER CIRCULAR

HO/38/12/11(2)2026-MIRSD-POD/I/4300/2026

February 06, 2026

To,

All Investment Advisers Investment Adviser Administration and Supervisory Body (IAASB)

Dear Madam / Sir,

Subject: Master Circular for Investment Advisers

1. For effective regulation of Investment Advisers, the Securities and Exchange Board of India has been issuing various Circulars from time to time.

2. In order to enable Investment Advisers and other market stakeholders to have access to all applicable Circulars in the subject matter at one place, this Master Circular is issued. This master circular has been updated to incorporate the provision of the Circular(s) given in the appendix to this Master Circular.

3. With the issuance of this Master Circular, all directions/instructions contained in the Circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to Investment Advisers.

4. Notwithstanding such rescission, a) Anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

   b) Any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular;

   c) The previous operation of the rescinded circulars or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force.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 securities market

6. This Master Circular is available on SEBI website at www.sebi.gov.in in the path “Legal >Master Circulars”.

Yours faithfully

Aradhana Verma General Manager Tel. No. 022-26449633 aradhanad@sebi.gov.in

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TABLE OF CONTENTS

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I. GUIDELINES FOR INVESTMENT ADVISERS

1. Guidelines for Investment Advisers¹

In accordance with the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 (‘the IA Regulations’), IAs shall ensure compliance with the following guidelines:

(i) Client Level Segregation of Advisory and Distribution Activities To ensure client level segregation at IA’s group/family² level, as per Regulation 22(5) of the IA Regulations, following compliance and monitoring process shall be adopted:

(a) Existing clients, who wish to take advisory services, will not be eligible for availing distribution services within the group/family of IA. Similarly, existing clients who wish to take distribution services will not be eligible for availing advisory services within the group/family of IA.

(b) A new client will be eligible to avail either advisory or distribution services within the group/family of IA. However, the option to avail either advisory services or distribution services shall be made available to such client at the time of on boarding.

(c) Client under these guidelines shall include individual client or non-individual client.

(d) The client shall have discretion to continue holding assets 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.

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¹ Reference: Circular SEBI/HO/IMD/DF1/CIR/P/2020/182 dated September 23, 2020 and SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2025/003 dated January 08, 2025 ² “Group” and “family of an individual investment adviser” shall be as per Regulation 22(3)(iii) and Regulation 2. (1) (gc) respectively of the IA Regulations