[Analysis] SEBI Regulations on Overseas Mutual Funds – New Guidelines for Global Investments

SEBI's regulations on overseas mutual funds allow Indian mutual funds to invest in foreign securities, including overseas mutual funds or unit trusts, within specific guidelines. Issued as part of SEBI's Master Circular on Mutual Funds, the rules set limits on exposure to Indian securities (capped at 25% when investing abroad) and require compliance with conditions like independent management and public disclosure. These regulations enhance transparency, protect investor interests, and promote portfolio diversity by providing Indian mutual funds access to global markets while ensuring prudent oversight and risk control.

Table of Contents

1. Introduction
2. Investment Scope for Overseas Mutual Funds and Unit Trusts
3. Key Highlights of the Circular
4. Implications for Mutual Funds and Investors

1. Introduction

On June 27, 2024, the Securities and Exchange Board of India (SEBI) issued the ‘Master Circular on Mutual Funds,’ which permits mutual funds to invest in overseas securities, including those in foreign mutual funds or unit trusts. Subsequently, on November 4, 2024, SEBI introduced additional regulations for Indian Mutual Funds investing in overseas Mutual Funds or Unit Trusts (MF/UTs). These regulations are designed to streamline the process of overseas investment, enhance transparency, and allow Indian Mutual Funds to broaden their investment portfolios. This regulatory update was informed by discussions with the Mutual Fund Advisory Committee, various industry stakeholders, and a public feedback period.

2. Investment Scope for Overseas Mutual Funds and Unit Trusts

As per Para 12.19.2.10 of the Master Circular on Mutual Funds, the units or securities issued by overseas Mutual Funds or Unit Trusts that are registered with foreign regulators are authorized to invest in:

• Specified overseas securities;
• Real Estate Investment Trusts (REITs) that are listed on recognized overseas stock exchanges;
• Unlisted overseas securities are subject to a maximum of 10% of their net assets.

3. Key Highlights of the Circular

3.1 Investment Guidelines

Indian Mutual Fund schemes can allocate up to 25% of their portfolio to Indian securities when investing in overseas Mutual Funds or Unit Trusts (MF/UTs). This guideline is designed to provide opportunities for global investment while maintaining a deliberate and moderate exposure to Indian securities.

3.2 Conditions for Overseas MF/UTs

To protect investors, SEBI has introduced stringent conditions for investments in overseas MF/UTs:

• Pooling – Investments must be consolidated into a single vehicle, prohibiting side vehicles or segregated portfolios.
• Pari-passu Rights – All investors should receive returns proportional to their investments, ensuring equal treatment.
• Independent Management – Overseas MF/UTs should be managed by independent fund managers to prevent conflicts of interest and ensure unbiased decision-making.
• Public Disclosure – These funds are required to publicly disclose their portfolios quarterly to maintain transparency for investors.
• No Advisory Agreements – Prohibiting advisory agreements between Indian Mutual Funds and overseas MF/UTs to avoid conflicts of interest and ensure fairness.

3.3 Breach and Compliance Monitoring

SEBI has established guidelines to monitor and address any breaches in the 25% exposure limit to Indian securities:

• Observation Period – If an overseas MF/UT’s investment in Indian securities exceeds 25%, six months is allowed for monitoring and rebalancing.
• Investment Restrictions – No new investments are permitted during this period until the exposure is reduced below 25%.
• Mandatory Liquidation – If the rebalancing is not achieved within the observation period, Indian Mutual Funds must divest their holdings in the non-compliant MF/UT within an additional six months. If the exposure is corrected during the liquidation period, forced liquidation can be avoided.

3.4 Penalties for Non-Compliance

Failure to adhere to the rebalancing requirements within the specified timeframe will lead to significant consequences for Indian Mutual Funds/AMCs, including:

• Subscription Suspension – Temporary halt on new subscriptions to the affected schemes.
• Prohibition on New Schemes – Restrictions on launching new schemes.
• Exit Load Waiver – Remove exit fees for investors wishing to withdraw from the non-compliant scheme.

4. Implications for Mutual Funds and Investors

The recent SEBI circular facilitates greater global investment opportunities for Indian mutual funds, introducing diversity and potential growth to investor portfolios. By enforcing clear guidelines prioritising transparency and investor safety, this initiative enables Indian funds to access international markets effectively while maintaining prudent oversight of domestic investments.

The cap of 25% on exposure to Indian securities in overseas funds ensures that investments are not overly concentrated in the Indian market, thereby minimizing risk and promoting a more balanced growth potential. These regulations underscore SEBI’s dedication to fostering a stable and well-regulated investment environment, aiding mutual funds in offering their investors security and growth prospects.