**Executive Summary**
This circular, issued by the Securities and Exchange Board of India (SEBI) on November 27, 2025, outlines additional incentives for mutual fund distributors to onboard new individual investors from B-30 cities and women investors. It details the revised incentive structure following the deletion of Regulation 52(6A)(b) and takes effect on February 01, 2026. AMFI, in consultation with SEBI, is required to issue implementation standards within 30 calendar days from the date of this circular.
**Key Points / Main Content**
* **Regulation Change:** Regulation 52(6A)(b) of the SEBI (Mutual Funds) Regulations 1996, which provided a framework for incentivizing distributors for new investment/inflows from beyond top 30 cities (B-30 cities), has been deleted.
* **Eligibility for Additional Commission:** Mutual fund distributors are eligible for additional commission to expand outreach and create awareness among new investors, in terms of Regulation 52(4A).
* New individual investors (new PAN) from B-30 cities.
* New women individual investors (new PAN) from both Top 30 and B-30 cities.
* **Incentive Structure:** AMCs shall pay additional commission to distributors for onboarding eligible new investors, subject to certain conditions.
* **Lump Sum Investment:** 1% of the amount of the first application subject to a maximum of ₹2,000, if the investor remains invested for a minimum period of one year.
* **Systematic Investment Plan (SIP):** 1% of the total investment made during the first year, subject to a maximum of ₹2,000.
* The additional commission is paid from the 2 basis points on daily net assets, mandated to be set apart annually by AMCs for investor education, awareness and financial inclusion initiatives, subject to adequate claw back provisions.
* The additional commission is in addition to the existing trail commission paid to the distributor from the scheme.
* Distributors are eligible to receive the additional commission for mobilizing investments from new women investors from Top-30 cities and in cases where the commission for new investment from B-30 cities has not been claimed for the same woman investor/investment. Dual incentives for the same investor/investment are not permitted.
* **Ineligible Schemes:** Additional distribution commission is not applicable for:
* Exchange Traded Funds (ETFs)
* Fund of Funds (domestic) with more than 80% of Assets Under Management (AUM) invested in domestic funds
* Schemes having duration requirements of less than one year (Overnight Fund, Liquid Fund, Ultra Short Duration Fund, and Low Duration Fund)
* **Implementation:** AMFI, in consultation with SEBI, shall issue necessary implementation standards within 30 calendar days of the circular date.
* **Offer Document Changes:** Any changes to the offer document, pursuant to the revised incentive structure, shall not be considered as a Fundamental Attribute Change.
* **Effective Date:** The provisions of this circular come into effect on February 01, 2026.
**Impact Analysis**
**Mutual Funds / Asset Management Companies (AMCs)**
* **Impact:** AMCs are required to pay additional commission to distributors as per the outlined incentive structure for onboarding new eligible investors. They need to set aside 2 basis points on daily net assets annually for investor education, awareness, and financial inclusion initiatives.
* **Action Required:** Implement the new incentive structure and ensure compliance with the provisions of the circular. Set aside the required funds for investor education.
**Mutual Fund Distributors**
* **Impact:** Distributors have the opportunity to earn additional commission by onboarding new individual investors from B-30 cities and women investors from all cities.
* **Action Required:** Familiarize themselves with the new incentive structure and target eligible investor segments.
**Association of Mutual Funds in India (AMFI)**
* **Impact:** AMFI needs to ensure uniform implementation of the new rules.
* **Action Required:** Issue necessary implementation standards in consultation with SEBI, within 30 calendar days from the date of the circular.
**Investors**
* **Impact:** Indirectly benefits from increased awareness and outreach, potentially leading to greater participation in mutual funds, particularly from B-30 cities and women.
* **Action Required:** No direct action required.
Key Entities Referenced
SEBI (Mutual Funds) Regulations, 1996: The core regulatory framework governing mutual funds, sections of which are amended and referenced in this circular regarding distributor incentives.
Regulation 52(6A)(b) of the SEBI (Mutual Funds) Regulations 1996: Specific regulation within the SEBI Mutual Funds Regulations that previously incentivized distributors for inflows from beyond the top 30 cities, which this circular initially deletes and then modifies.
Regulation 52(4A) of SEBI (Mutual Funds) Regulations: Regulation relating to commissions, under which this cirular is issued.
Securities and Exchange Board of India (SEBI): The primary regulator issuing the circular, responsible for overseeing the securities market and mutual funds in India.
B-30 cities: Cities beyond the top 30 cities in India. The policy aims to incentivize investment from and by residents of these areas.
CIRCULAR
HO/(83)2025-IMD-POD-1/I/152/2025 November 27, 2025
To
All Mutual Funds
All Asset Management Companies (AMCs)
All Trustee Companies of Mutual Funds
Registrar to an Issue and Share Transfer Agents (‘RTAs’)
Association of Mutual Funds in India (AMFI)
Madam/ Sir,
Subject: Additional incentives to distributors for onboarding new individual
investors from B-30 cities and women investors
1. Regulation 52(6A)(b) of the SEBI (Mutual Funds) Regulations 1996 provided a
framework for incentivizing distributors for new investment/ inflows from beyond
top 30 cities (B-30 cities).
2. Due to concerns of misuse of this framework, based on the feedback received from
the industry, it has been decided to revise the incentive structure for distributors
for bringing in new investment/ inflows in the Mutual Funds. Therefore vide gazette
notification dated October 31, 2025, the Regulation 52(6A)(b) of the SEBI (Mutual
Funds) Regulations 1996 has been deleted.
3. However, in order to encourage mutual fund distributors to expand their outreach
and create awareness among new investors, in terms of Regulation 52(4A) of SEBI
(Mutual Funds) Regulations, 1996 the mutual fund distributors shall be eligible for
additional commission in the following manner -3.1. New investments / inflows eligible for the additional commission –
3.1.1. New individual investors (new PAN) from B-30 cities, at the mutual
fund industry level;
3.1.2. New women individual investors (new PAN) from both Top 30 and
B-30 cities.
3.2. Incentive Structure:
3.2.1. AMCs shall pay additional commission to distributors for onboarding
eligible new investors, subject to the conditions specified in para 3.1
above.
3.2.2. The structure of such additional commission shall be as under:
Investment Mode Commission Structure
Lump Sum Investment 1% of the amount of the first application subject
to a maximum of ₹2,000, provided the investor
remains invested for a minimum period of one
year
Systematic Investment 1% of the total investment made during the first
Plan (SIP) year, subject to a maximum of ₹2,000.
3.2.3. The additional distribution commission shall be paid from the 2 basis
points on daily net assets, mandated to be set apart annually by
AMCs for investor education, awareness and financial inclusion
initiatives, subject to adequate claw back provisions.
3.2.4. The additional commission specified at para 3.2.2 shall be in addition
to the existing trail commission paid to the distributor from the
scheme.
3.2.5. Distributors shall be eligible to receive the additional commission for
mobilizing investments from new women investors from Top-30 cities
and in cases where the commission for new investment from B-30cities has not been claimed for the same woman investor/
investment. Dual incentives for the same investor/investment shall
not be permitted.
3.3. Investment in scheme not eligible for additional commission:
Payment of additional distribution commission in the manner specified in
para 3.2 above, shall be mandatory for all schemes of a mutual fund, except
the following:
3.3.1. Exchange Traded Funds (ETFs);
3.3.2. Fund of Funds (domestic) with more than 80% of Assets Under
Management (AUM) invested in domestic funds;
3.3.3. Schemes having duration requirement of less than one year:
a) Overnight Fund;
b) Liquid Fund;
c) Ultra Short Duration Fund; and
d) Low Duration Fund.
4. In order to ensure uniform implementation, AMFI in consultation with SEBI, shall
issue the necessary implementation standards within 30 calendar days from the
date of this circular.
5. Further, any change in the offer document, pursuant to the revised incentive
structure shall not be considered as a Fundamental Attribute Change.
6. The provisions of this circular shall come into effect from February 01, 2026.
7. This circular is issued under the provisions of Regulation 52(4A) read with 77 of
SEBI (Mutual Funds) Regulations, 1996, in the interest of investors and to promote
the orderly development of the mutual fund industry.8. This circular is available at www.sebi.gov.in under the link “Legal-> Circulars.”
Yours faithfully,
Peter Mardi
Deputy General Manager
Investment Management Department
+91-22-26449233
peterm@sebi.gov.in