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Core Purpose

The Securities and Exchange Board of India issues the Securities and Exchange Board of India (Mutual Funds) Regulations, 2026, to come into force from April 1, 2026.

Detailed Summary

The Securities and Exchange Board of India (SEBI), exercising powers conferred by section 30, read with clause (c) of sub-section (2) of section 11 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), has made the Securities and Exchange Board of India (Mutual Funds) Regulations, 2026. These regulations, notified from Mumbai on January 14, 2026, are set to commence on April 1, 2026. Chapter I, titled 'PRELIMINARY,' outlines the short title and commencement, and provides comprehensive definitions for various terms used throughout the regulations. Key definitions include 'Act' (referencing the SEBI Act, 1992), 'accredited investor' (referencing SEBI (Alternative Investment Funds) Regulations, 2012), 'advertisement,' 'associate' (with specific criteria for control and shareholding, and a proviso for sponsors investing on behalf of insurance beneficiaries), 'asset management company' (referencing Companies Act 1956 or 2013), 'broad based fund' (at least twenty investors, no single investor holding over twenty-five percent of corpus), 'broker' (referencing SEBI (Stock Brokers) Regulations, 2026), 'close-ended scheme,' 'control' (defined by 10% voting rights or majority director control), 'Corporate Debt Market Development Fund' (referencing SEBI (Alternative Investment Funds) Regulations, 2012), 'custodian' (referencing SEBI (Custodian) Regulations, 1996), 'depository' (referencing Depositories Act, 1996), 'economic offence' (referencing Fugitive Economic Offenders Act, 2018), 'equity oriented schemes' (minimum 65% net assets in equity), 'equity related instruments,' 'exchange traded fund' (units mandatorily listed), 'exit load,' 'fraud' (referencing SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003), 'free reserve' (referencing Companies Act, 2013), 'fund of funds scheme,' 'gold exchange traded fund scheme,' 'gold related instrument,' 'goods' (referencing Securities Contracts (Regulation) Act, 1956), 'group' (referencing Competition Act, 2002), 'index fund scheme,' 'Infrastructure debt fund scheme' (minimum 90% assets in debt securities of infrastructure entities), 'SIF Investment Strategy,' 'InvIT' (referencing SEBI (Infrastructure Investment Trusts) Regulations, 2014), 'inspecting officer,' 'Liquid net worth,' 'market abuse' (referencing Section 12A of the Act and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 or SEBI (Prohibition of Insider Trading) Regulations, 2015), 'money market instruments' (as specified by Reserve Bank of India), 'mutual fund' (a trust raising monies for investment in securities, etc.), 'Mutual fund lite' (registration under Chapter X for specific passive schemes), 'Mutual fund lite asset management company,' 'Mutual fund lite scheme,' 'NAV' (computed per regulation 43), 'Net worth,' 'offer document,' 'open-ended scheme,' and 'private placement.'

Full Text

REGD. No. D. L.-33004/99 EXTRAORDINARY The Gazette of India CG-MH-E-15012026-269372 PART III—Section 4 PUBLISHED BY AUTHORITY No. 45] NEW DELHI, WEDNESDAY, JANUARY 14, 2026/PAUSHA 24, 1947 SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 14th January, 2026 SECURITIES AND EXCHANGE BOARD OF INDIA (MUTUAL FUNDS) REGULATIONS, 2026 F. No. SEBI/LAD-NRO/GN/2026/294.—In exercise of the powers conferred by section 30, read with clause (c) of sub-section (2) of section 11 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India hereby makes the following regulations:- Chapter I PRELIMINARY 1. Short title and commencement (1) These regulations may be called the Securities and Exchange Board of India (Mutual Funds) Regulations, 2026. (2) These regulations shall come into force with effect from April 1, 2026. 2. Definitions (1) In these regulations, unless the context otherwise requires: — (a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) “accredited investor” shall have the same meaning as assigned to it in clause (ab) of sub- regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012; (c) “advertisement” shall include any communication issued by or on behalf of the mutual fund or asset management company that may influence the investment decision of any investor or prospective investor; (d) “associate” includes, — (i) any person who directly or indirectly, either individually or in combination with relatives, exercises control over the asset management company or the trustee or the sponsor, as the case may be; (ii) any person, in respect of whom the asset management company or the trustee or the sponsor, directly or indirectly, by itself, or in combination with other persons, exercises control; (iii) a company whose director, other than an independent director, or officer or employee is also a director, or officer or employee of the asset management company; or (iv) in respect of a pooled investment vehicle including private equity funds that acts as a sponsor of a mutual fund, a. an associate or group company of the manager of the pooled investment vehicle; b. any investee company in which ten percent or more of the shareholding is held by the schemes or funds managed by manager of the pooled investment vehicle; or c. any investee company in which the pooled investment vehicle holds ten percent or more of the shareholding or where the directors of the pooled investment vehicle or corporate sponsor has representation on the board or right to nominate representatives on the board: Provided that the above definition of associate shall not be applicable to sponsors that invest in companies on behalf of the beneficiaries of insurance policies or such other schemes specified by the Board; (e) “asset management company” means a company incorporated under the Companies Act 1956 (1 of 1956) or Companies Act, 2013 (18 of 2013) and approved by the Board under regulation 18; (f) ‘broad based fund’ shall mean the fund which has at least twenty investors and no single investor holds more than twenty-five percent of corpus of the fund; (g) “broker” means a stock broker as defined in the Securities and Exchange Board of India (Stock Brokers) Regulations, 2026; (h) “close-ended scheme” means any scheme of a mutual fund in which the period of maturity of the scheme is specified; (i) “control” means, — (i) in the case of a company any person, either individually or together with persons acting in concert, who directly or indirectly own, control or hold shares carrying not less than 10% of the voting rights of such company; or (ii) as between two companies, if the same person, either individually or together with persons acting in concert, directly or indirectly, own, control or hold shares carrying not less than 10% of the voting rights of each of the two companies; or (iii) majority of the directors of any company who are in a position to exercise control over the asset management company; (j) Corporate Debt Market Development Fund shall have the same meaning assigned to it under clause (ga) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012; (k) “custodian” means a person who has been granted a certificate of registration to carry on the business of custodian of securities under the Securities and Exchange Board of India (Custodian) Regulations, 1996; (l) “depository” means a body corporate as defined in the Depositories Act, 1996 (22 of 1996); (m) “economic offence” means an offence under the Fugitive Economic Offenders Act, 2018 (17 of 2018); (n) “equity oriented schemes” means a scheme other than an index fund scheme or an exchange traded fund, where, the scheme invests a minimum of sixty-five per cent of its net assets in equity and equity related instruments; (o) “equity related instruments" include convertible debentures, convertible preference shares, warrants carrying the right to obtain equity shares, equity derivatives, units of Real Estate Investment Trust and such other instrument as may be specified by the Board; (p) “exchange traded fund” means a mutual fund scheme that invests in securities in the same proportion of an index of securities in the manner specified by the Board and whose units are mandatorily listed and traded on a stock exchange platform; (q) ‘exit load’ means the charge or fee levied by the mutual fund at the time of redemption or repurchase of units; (r) “fraud” means a fraud as defined in clause (c) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003; (s) “free reserve” shall have the same meaning as defined under Companies Act, 2013 (18 of 2013); (t) “fund of funds scheme” means a mutual fund scheme that invests primarily in other schemes of the same mutual fund or other mutual funds; (u) “gold exchange traded fund scheme” shall mean a mutual fund scheme that invests primarily in gold or gold related instruments; (v) “gold related instrument” shall mean such instrument having gold as underlying, as may be specified by the Board; (w) “goods” means the goods notified by the Central Government under clause (bc) of section 2 of the Securities Contracts (Regulation) Act, 1956 and forming the underlying of any commodity derivative; (x) “group” means a group as defined in clause (b) of the Explanation to Section 5 of the Competition Act, 2002 (12 of 2003); (y) “index fund scheme” means a mutual fund scheme that invests in securities in the same proportion of an index of securities in the manner specified by the Board; (z) “Infrastructure debt fund scheme” means a mutual fund scheme that invests primarily (minimum 90% of scheme assets) in the debt securities or securitized debt instrument of infrastructure companies or infrastructure capital companies or infrastructure projects or special purpose vehicles which are created for the purpose of facilitating or promoting investment in infrastructure or other permissible assets in accordance with these regulations or bank loans in respect of completed and revenue generating projects of infrastructure companies or other projects or special purpose vehicles; (aa) “SIF Investment Strategy” means a scheme of mutual fund launched under the Specialized Investment Fund; (bb) “InvIT” or “Infrastructure Investment Trust” shall have the meaning assigned in clause (za) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014; (cc) “inspecting officer” means any person appointed as such by the Board under Chapter XV; (dd) “Liquid net worth” means the net worth deployed in liquid assets which are unencumbered and shall include cash, bank deposits with Scheduled Commercial Banks, money market instruments, Government Securities, Treasury bills, Repo on Government securities and any other instruments as specified by the Board; (ee) “market abuse” includes manipulative, fraudulent and unfair trade practices which may contravene Section 12A of the Act or any of the provisions of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 or the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (ff) “money market instruments” includes commercial papers, commercial bills, treasury bills, Government securities having an unexpired maturity up to one year, call or notice money, certificate of deposit, usance bills, and any other like instruments as specified by the Reserve Bank of India; (gg) “mutual fund” means a fund established in the form of a trust granted registration under regulation 3 and which raises monies through the sale of units to the public under one or more schemes for investing in securities, money market instruments, gold or gold related instruments, silver or silver related instruments and such other assets and instruments as may be specified by the Board. Mutual fund schemes investing in exchange traded commodity derivatives can hold the underlying goods in case of physical settlement of such contracts; (hh) “Mutual fund lite” or “MF Lite” means a mutual fund granted registration under Chapter X of these regulations and has only such index funds, exchange traded funds, fund of funds or other mutual fund schemes as may be specified by the Board; (ii) “Mutual fund lite asset management company” or “MF Lite asset management company” means an asset management company of a mutual fund lite that has been granted approval under Chapter X; (jj) “Mutual fund lite scheme” or “MF Lite Scheme” means any scheme launched by a mutual fund lite or any other eligible passive scheme as may be specified by the Board; (kk) “NAV” or “Net Asset Value” shall mean the value computed in the manner provided in regulation 43 of these regulations; (ll) “Net worth” means the aggregate of the paid up capital and free reserves after deducting therefrom, miscellaneous expenditure to the extent not written off or adjusted or deferred revenue expenditure, intangible assets, accumulated losses and any loans and advances given by asset management company or MF Lite asset management company to either its sponsor, associates or group company of sponsor and its associates or group company; (mm) “offer document” means scheme information document and statement of additional information by which a mutual fund invites public for subscription of units of a scheme; (nn) “open-ended scheme” means a scheme of a mutual fund which offers units for sale without specifying any duration for redemption; (oo) "private placement" means any offer of units of a mutual fund scheme or invitation to subscribe such units to a select group of persons, by a mutual fund (other than by way of public offer) through issue of a placement

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