CIRCULAR
SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/144 October 22, 2024
To All,
Mutual Funds (MFs)/
Asset Management Companies (AMCs)/
Trustee Companies/ Board of Trustees of Mutual Funds/
Association of Mutual Funds in India (AMFI)/
Stock Exchanges
Depositories
Registrars to an Issue and Share Transfer Agent (RTAs)
Madam/ Sir,
Sub: Inclusion of Mutual Fund units in the SEBI (Prohibition of Insider Trading)
Regulations, 2015
1. In order to strengthen the regulatory framework in relation to prohibition of insider
trading in units of mutual funds, vide notification dated November 24, 2022 (link),
mutual funds units were included under the SEBI (Prohibition of Insider Trading)
Regulations, 2015 (hereinafter referred to as ‘PIT Regulations’). The amendments
notified through the notification dated November 24, 2022 shall be applicable from
November 01, 2024 (link to the Gazette notification).
2. In order to streamline the implementation of the above-mentioned amendments, a
working group consisting of representatives from AMCs, AMFI, Stock Exchanges,
RTAs and Depositories was constituted which provided its recommendations on
implementation of the abovementioned amendments. After considering the
recommendations of the working group, the following has been decided:
2.1. In terms of Regulation 5(E)(1) of PIT Regulations, AMCs shall disclose the
details of the holdings of Designated Persons of AMCs, trustees and their
immediate relatives on aggregate basis from November 1, 2024 on quarterly
basis. The holdings as on October 31, 2024 shall be disclosed on the platform of
the Stock Exchanges by November 15, 2024. Thereafter, for all subsequent
calendar quarters AMCs shall provide the information within 10 calendar days
from the end of the quarter. Further, the holdings shall be disclosed in the
format specified at Annexure A.
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2.2. In terms of Regulation 5(E)(2) of PIT Regulations, details of all the transactions
in the units of its own mutual funds, above the threshold amount which
aggregates to a value in excess of INR 15 Lakhs, in one transaction or a series of
transactions over any calendar quarter, per PAN across all schemes excluding
the exempted schemes, executed by the Designated Persons of asset
management company, trustees and their immediate relatives shall be
reported by the concerned person to the Compliance Officer of AMC within
two business days from the date of transaction.
2.3. In terms of Regulation 5(E)(3) and 5(E)(4) of PIT Regulations, the transactions
reported under Regulation 5(E)(2) of PIT Regulations shall be disclosed in the
format specified at Annexure B.
2.4. In terms of Clause 12 of Schedule B1 and Clause 11A of Schedule C of PIT
Regulations, the observed violations of PIT Regulations shall be disclosed in the
format specified at Annexure C.
3. Further, in order to harmonize the framework of investment/trading restriction in
securities by employees of the AMCs and Trustees prescribed under Clause 6.6 of
Master Circular for Mutual Funds dated June 27, 2024 (‘Master Circular’) with the
amended PIT Regulations, the Clause 6.6 of Master Circular is modified as under:
3.1. Clause 6.6 of the Master Circular shall not be applicable for investments and
redemption of mutual fund units. For mutual funds units, Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time, shall be followed strictly by the Trustees, Asset
Management Companies and their employees and directors.
3.2. Clause 6.6.2.1 (a) of the Master Circular stands modified as under:
“These Guidelines cover transactions for purchase or sale of any securities such
as shares, debentures, bonds, warrants, derivatives.”
3.3. The following is inserted as Clause 6.6.2.1 (b)(4) in the Master Circular:
“Investments in units of schemes floated by mutual funds /AMCs where the
concerned persons (in terms of the applicability stated at 6.6.1.1.a above) are
employed.”
3.4. Clause 6.6.2.3(f) of the Master Circular stands modified as under:
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“All employees shall refrain from profiting from the purchase and sale or sale
and purchase of any security within a period of 30 calendar days from the date
of their personal transaction. However, in cases where it is done, the employee
shall provide a suitable explanation to the Compliance Officer, which shall be
reported to the Board of the AMC and the Trustees at the time of review.”
3.5. Clause 6.6.4 of the Master Circular stands deleted.
4. The Circular shall be applicable from November 1, 2024.
5. This circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 read with Regulation 5(E), 5(F)(1)
and 5(F)(2) of PIT Regulations, to protect the interest of investors in securities and
to promote the development of, and to regulate the securities market.
6. This circular is available at www.sebi.gov.in under the link “Legal ->Circulars”.
Yours faithfully,
Peter Mardi
Deputy General Manager
+91-22-26449233
peterm@sebi.gov.in
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Annexure – A
Disclosures under SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation
5E (1)]
Details of holdings in the units of its mutual fund schemes held by the Designated Persons of AMC, Trus-
tees and their immediate relatives as on <Last day of the Quarter>
Name of the Name of the Scheme Units held by Designated Value Date of reporting
Mutual Fund Scheme Code Persons* (INR) to Exchange
[ISIN]
*Designated Pers ons of AMC/ trustees/ immediate relatives of Designated Persons of AMC/Trustee
Company
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Annexure B
Disclosures under SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 5E (2)]
Details of all the transactions in the units of its own mutual funds by Designated Persons of asset management company, trus-
tees and their immediate relatives, above the threshold prescribed by SEBI
Trans- Date
Sch
Dat action of
Name em PAN of No. of Units Clos
e of Name Name of Cate- Openi Val Type re-
of the e the Name (Pur- ing
Tra of the Desig- gory of ng ue (Pur- port-
Mu- cod Desig- of In- chase/Sale/ Bal-
nsa Sche nated Inves- Bal- (INR chase/ ing to
tual e nated vestor Redemp- anc
ctio me Person tor* ance ) Re- Ex-
Fund [ISI Person tion) e
n demp- chang
N]
tion) e
*Designated Person of AMC/ trustees/ immediate relative of Designated Person of AMC/Trustee Company
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Annexure C
Report by (Name of the asset management company/Intermediary/Fiduciary) for
violations related to Code of Conduct under SEBI (Prohibition of Insider Trad-
ing) Regulations, 2015.
[For asset management companies: Schedule B1 read with Regulation 5F(1) of
SEBI(Prohibition of Insider Trading) Regulations, 2015
For Intermediaries/ Fiduciaries: Schedule C read with Regulation 5F(2) of
SEBI(Prohibition of Insider Trading) Regulations, 2015]
Sr.
Particulars Details
No.
1 Name of the asset management company/ Intermediary/Fiduciary
2 Please tick appropriate checkbox
Reporting in capacity of :
☐ Asset Management Company
☐ Intermediary
☐ Fiduciary
3 A. Details of Designated Person (DP)
i. Name of the DP
ii. PAN of the DP
iii. Designation of DP
iv. Functional Role of DP
v. Whether DP is Promoter/Sponsor/Trustee or belongs to Promot-
er/Sponsor/Trustee Group
B. If Reporting is for immediate relative of DP
i. Name of the immediate relative of DP
ii. PAN of the immediate relative of DP
C. Details of transaction(s)
i. Name of the scrip/scheme
ii. No of shares/units traded and value (Rs.) (Date- wise)
D. In case value of trade(s) is more than Rs.15 lacs in a calendar quarter
i. Date of intimation of trade(s) by concerned DP of AMC, trustee and their im-
mediate relatives under regulation 5(E)(2) of SEBI (PIT) Regulations, 2015
ii. Date of intimation of trade(s) by asset management company to stock ex-
changes under regulation 5(E)(3) of SEBI (PIT) Regulations, 2015
4 Details of violations observed under Code of Conduct
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5 Action taken by asset management company/ Intermediary/ Fiduciary
6 Reasons recorded in writing for taking action stated above
7 Details of the previous instances of violations, if any, since
8 If any amount collected for Code of Conduct violation(s)
i. Mode of transfer to SEBI - IPEF (Online/Demand Draft)
ii. Details of transfer/payment
In case of Online:
Particulars Details Particulars Details
Name of the transferor
Bank Name, branch and
Account number
UTR/Transaction reference
Number
In case of Demand Draft (DD):
Particulars Details Particulars Details
Bank Name and branch
DD Number
DD date
DD amount (in Rs.)
9 Any other relevant information
Yours faithfully,
Date and Place Name and Signature of Compliance Officer
PAN:
Email ID:
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