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TMI BlogSecurities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2025X X X X Extracts X X X X X X X X Extracts X X X X ..... ";" shall be substituted with the symbol ":"; and (b) the following proviso shall be inserted - "Provided that if by a vacancy in the office of an independent director of the investment manager, the investment manager becomes non-compliant with such requirement, such vacancy shall be filled by the investment manager as follows - A. if such vacancy arises due to expiry of the term of office of the independent director, then the resulting vacancy shall be filled not later than the date such office is vacated; or B. if such vacancy arises due to any other reason, then the resulting vacancy shall be filled at the earliest and not later than three months from the date of such vacancy." (2) in regulation 9, after sub-regulation (22), the following sub-regulations shall be inserted, namely, - "(23) The trustee shall, ─ (a) comply with the core principles defining its roles and responsibilities which shall encompass transparency, accountability, due diligence and compliance with these regulations; and (b) act impartially in their fiduciary capacity, prioritize protection of the interests of unitholders, ensure effective management oversight over the investment manage ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onsored investment manager subject to the condition that the self-sponsored investment manager or its shareholders or group entities of self-sponsored investment manager shall meet the minimum unitholding requirements after the transfer." (4) in regulation 18, (a) in sub-regulation (5), in clause (b), i. in sub-clause (v), the words ", liquid mutual funds" shall be omitted; and ii. after sub-clause (v), the following clauses shall be inserted, namely, - "(vi) unlisted equity shares of a company which provides project management and other incidental services, subject to the following conditions: A. such services are provided exclusively to the InvIT, its HoldCo(s) and SPV(s); and B. the entire shareholding or interest in such company is held by the InvIT either directly or through its HoldCos or SPVs. (vii) units of liquid mutual funds schemes where the credit risk value is at least 12 and which fall under the Class A-I in the potential risk class matrix as specified by the Board; (viii) interest rate derivatives, including interest rate futures, forward rate contract and interest rate swap, subject to the following conditions: A. investment in interest rate deri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ided that if by a vacancy in the office of a director of the investment manager, the investment manager becomes non-compliant with such requirement, such vacancy shall be filled by the investment manager as follows - A. if such vacancy arises due to expiry of the term of office of the director, then the resulting vacancy shall be filled not later than the date such office is vacated; or B. if such vacancy arises due to any other reason, then the resulting vacancy shall be filled at the earliest and not later than three months from the date of such vacancy." (8) in schedule VII, in clause (c), the words "investment manager" shall be substituted with the words "InvIT"; (9) after Schedule - IX, the following shall be inserted as a schedule, namely, - "Schedule - X Illustrative Roles and Responsibilities of Trustees [See regulation 9(23)] 1. Asset Management Oversight: The trustee shall: i. conduct regular physical inspections of InvIT assets; and ii. supervise the maintenance and compliance of assets with safety and operational standards. 2. Regulatory Compliance and Reporting: i. The trustee shall provide periodic confirmations to SEBI that trustees have not enga ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any of the associates of the investment manager in any manner detrimental to interest of the unitholders; ii. ensure that there is no conflict of interest between the manner of deployment of its net worth by the investment manager and the interest of the unitholders; iii. ensure that the investment manager manages the InvIT independently of other activities and have taken adequate steps to ensure that the interest of investors of the InvIT are not being compromised with other activities of the InvIT or the investment manager; and iv. abide by the Code of Conduct as specified in the Schedule VI of these regulations. 7. Auditing and Financial Review: The trustee shall: i. be accountable for, and be the custodian of, the funds and property of the respective InvIT and shall hold the same in trust for the benefit of the unitholders in accordance with these regulations and the provisions of trust deed; and ii. review the net worth of the investment manager on a half-yearly basis to ensure compliance with the threshold provided in these regulations on a continuous basis. 8. Due Diligence: i. The trustee shall exercise due diligence as under: A. General Due Diligence: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /2016-17/021, with effect from November 30, 2016. b. Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, vide No. SEBI/LAD/NRO/GN/2016-17/38, with effect from March 6, 2017. c. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, vide No. SEBI/LAD-NRO/GN/2017-18/024, with effect from December 15, 2017. d. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, vide No. SEBI/LAD-NRO/GN/2018/07, with effect from April 10, 2018. e. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2019, vide No. SEBI/LAD-NRO/GN/2019/10, with effect from April 22, 2019. f. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/05, with effect from March 02, 2020. g. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/10, with effect from April 17, 2020. h. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Ame ..... 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