Master Circular for Portfolio Managers

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....Circular shall have the same meaning as provided under the relevant Regulations. C. Notwithstanding such rescission, C.1. anything done or any action taken or purported to have been done or taken under the rescinded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or adjudication commenced or show cause notice issued prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; C.2. any application made to SEBI under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; C.3. the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid....

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....of Information is given in Annexure 1A of this Master Circular³. 1.2. General Registration Guidelines 1 SEBI/RPM CIRCULAR NO.2 (2002-2003) dated January 14, 2003 2 SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017 3 Online Process of Portfolio Manager applications dated September 21, 2010 4 RPM circular No.1(93-94) dated October 20, 1993 Page 8 of 100 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 1.2.1. The registration granted to a portfolio manager under Chapter II of the PM Regulations is for the principal office as well as for all the branch offices of the portfolio manager in India. 1.2.2. The portfolio manager shall mention its registration number contained in the certificate of registration in all the correspondence with SEBI, other authorities, Stock Exchanges and the clients of the portfolio manager. 1.2.3. With a view to ensuring that all Rules, Regulations, Guidelines, Notifications etc. issued by SEBI, the Government of India and other regulatory authorities are complied with, the Portfolio Ma....

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....00 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 1.3.2.2. one is an 'associate company' of another and for this purpose, ‘associate company' shall mean ‘associate company' as defined under sub-section (6) of section 2 of the Companies Act, 2013, or 1.3.2.3. where one entity directly or indirectly exercises 'control' over the other entity and for this purpose, 'control' as defined under the Regulation 2(1)(e) of the PM Regulations shall be referred. 1.4. Co-investment Portfolio Management Services 1.4.1. 6The Co-investment portfolio management services shall be provided in the following manner: 1.4.1.1. A Manager of Category I or Category II Alternative Investment Fund ("AIF") who is also a SEBI registered Portfolio Manager, and intends to act as Co-investment Portfolio Manager and offer Co-investment services through portfolio management route, shall do so only under prior intimation to SEBI. 1.4.1.2. Any other Manager of Category I or Category II AIF, who is not a SEBI registered Portfolio Manager, ....

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....¬à¥‹à¤°à¥à¤¡ Securities and Exchange Board of India 1.5.1.5. In matters which involves scheme(s) of arrangement which needs sanction of the National Company Law Tribunal ("NCLT”) in terms of the provisions of the Companies Act, 2013, the Portfolio Managers shall ensure the following: 1.5.1.5.1. The application seeking approval for the proposed change in control under PM Regulations shall be filed with SEBI prior to filing the application with NCLT; 1.5.1.5.2. Upon being satisfied with compliance of the applicable regulatory requirements, in-principle approval shall be granted by SEBI; 1.5.1.5.3. The validity of such in-principle approval shall be three months from the date of such approval, within which the relevant application shall be made to NCLT; 1.5.1.5.4. Within 15 days from the date of order of NCLT, Portfolio Manager shall submit an online application in terms of paragraph 1.5.1.1 of this Master Circular along with the following documents to SEBI for final approval: • Copy of the NCLT Order approving the scheme; • Copy of the approved scheme; Statement explaining modifications, if any, in the approved scheme vis-à-vis the draft scheme and....

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....ssing the NISM-Series-XXI-B: Portfolio Managers Certification Examination within two years from the date 11 of the notification: Provided that a Portfolio Manager, who engages or employs any such associated person who is a principal officer or an employee having decision making authority related to fund management, after the date 12 of the Gazette Notification No. SEBI/LAD-NRO/GN/2021/49, shall ensure that such person obtains certification by passing the NISM- Series-XXI-B: Portfolio Managers Certification Examination within one year from the date of their employment. 11 SEBI Gazette No. SEBI/LAD-NRO/GN/2021/49 dated September 7, 2021 12 SEBI Gazette No. SEBI/LAD-NRO/GN/2021/49 dated September 7, 2021 Page 15 of 100 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 1.7.2. For distributors of Portfolio Managers 13 1.7.2.1. The associated persons, engaged by a Portfolio Manager as a distributor of the Portfolio Management Services, shall obtain certification from the National Institute of Securities Markets by passing....

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....dvertisement governing any advertisements issued by the Portfolio Managers in connection with their activities. All Portfolio Managers registered with SEBI are required to strictly observe the Code of Advertisement set out in Annexure 2A of this Master Circular. 2.2. Maintenance of Clients' Funds in a separate Bank Account by Portfolio Managers 17 2.2.1. The PM Regulations 18 states that "the portfolio manager shall segregate each client's funds and portfolio of securities and keep them separately from his own funds and securities and be responsible for safekeeping of clients' funds and securities." 2.2.2. With regard to the above, it is clarified that Portfolio Managers may keep the funds of all clients in a separate bank account maintained by the Portfolio Managers subject to the following conditions: 2.2.2.1. There shall be a clear segregation of each client's fund through proper and clear maintenance of back office records, 2.2.2.2. Portfolio Managers shall not use the funds of one client for another client, 16 RPM circular No.1(93-94) dated October 20, 1993 17 IMD/DOF I/PMS/Cir- 4/2009 dated June 23, 2009 18 Regulation 24 (14) of the SEBI (Portfolio Managers) Regulations, 2020....

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....be earned by the distributors for on-boarding them to specific investment approaches. 2.4.1.4. Ensure that distributors abide by the Code of Conduct as specified in Annexure 2B of this Master Circular. 2.4.1.5. Have mechanism to independently verify the compliance of its distributors with the Code of Conduct. 2.4.1.6. Ensure that, within 15 days from the end of every financial year, a self- certification is also received from distributors with regard to compliance with Code of conduct. 21 SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/0000000679 dated December 10, 2021 22 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020 Page 20 of 100 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 2.5. Clarification on minimum investment amount by clients and schemes 23 2.5.1. The Portfolio Managers shall ensure the following; 2.5.1.1. To ensure compliance with the PM Regulations, the first single lump- sum investment amount received as funds or securities from clients should not be less than 50 Lakh24. 2.5.1.2. Portfolio Managers shall not....

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....all clients are treated in a fair and equitable manner and ensure compliance with the following: 2.7.2. Requirements with respect to investments in all instruments: 26 2.7.2.1. Portfolio Managers shall constitute a dealing team (DT) which shall be responsible for order placement and execution of all orders in accordance with the aforesaid policies of the Portfolio Manager. DT 26 SEBI/HO/IMD/IMD-I DOF1/P/CIR/2022/133 dated September 30, 2022 Page 22 of 100 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India may include the Principal Officer or the person appointed in terms of Regulation 7(2) (e) of the PM Regulations. 2.7.2.2. Portfolio Managers shall ensure that DT is suitably staffed and comply with the following: 2.7.2.2.1. All conversations of DT shall be only through the dedicated recorded telephone lines or through emails from authorized email ids. 2.7.2.2.2. Mobile phones or any other communication devices other than the recorded telephone lines shall not be allowed inside the dealing room. 2.7.2.2.3. Access to in....

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....10% of their total secondary market trades by value in CBs in that month by placing/seeking quotes through one-to-one (OTO) or one-to-many (OTM) mode on the Request for Quote platform of stock exchanges (RFQ). 3.1.1.2. In order to ensure compliance with the abovementioned 10 percent requirement, Portfolio Managers shall consider the trades executed by value through OTO or OTM mode of RFQ with respect to the total secondary market trades in CBs, during the current month and immediate preceding two months on a rolling basis. 3.1.1.3. All transactions in CBs wherein Portfolio Managers is on both sides of the trade shall be executed through RFQ in OTO mode. However, any transaction entered by Portfolio Managers in CBs in OTM mode which gets executed with another Portfolio Managers, shall be counted in OTM mode. 28 SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/678 dated December 09, 2021 Page 25 of 100 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 3.1.1.4. Portfolio Managers are permitted to accept the Contract Note from the sto....

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....esponsible. 3.2.5. Portfolio Managers are required to provide necessary disclosures in Disclosure Document in terms of the PM Regulations. 3.3. Participation of Portfolio Managers in Commodity Derivatives Market in India 30 3.3.1. Portfolio Managers are permitted to participate in Exchange Traded Commodity Derivatives on behalf of their clients. 3.3.2. The participation of Portfolio Managers in the exchange traded commodity derivatives shall be subject to the following: 3.3.2.1. Portfolio Managers shall appoint SEBI registered Custodians before dealing in Exchange Traded Commodity Derivatives. 3.3.2.2. Portfolio Managers may participate in Exchange Traded Commodity Derivatives on behalf of their clients and such participation shall be in compliance with all the rules, regulations including the PM Regulations 30 SEBI/HO/IMD/DF1/CIR/P/2019/066 dated May 22, 2019 Page 27 of 100 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India and circulars/guidelines and position limit norms as may be applicable to 'clients', issued by S....

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....the prudential limits on investment as may be specified by the Board. Accordingly, the Portfolio Managers shall ensure the following: 3.4.2. Portfolio Manager shall invest up to a maximum of 30 percent of their client's portfolio (as a percentage of the client's assets under management) in the securities of their own associates/related parties. Further, the Portfolio Manager shall ensure compliance with the following limits: Security Equity Debt and hybrid securities Equity + Debt + Hybrid securities Limit for investment in associate/related party percentage of client's AUM) single (as Limit for investment across multiple associates/related parties (as percentage of client's AUM) 15% 25% 15% 25% 30% 31 Regulation 31 of SEBI (Portfolio Managers) Regulations, 2020 32 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2022/112 dated August 26, 2022 Page 29 of 100 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 3.4.3. The aforementioned limits shall be applicable only to direct investments by Portfolio Managers in equity ....

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.... for investments in the securities of associates/related parties of the Portfolio Manager as well. 3.5.6. Portfolio Manager shall not make any investments in the securities of associates/related parties without the prior consent of the client at the time of on boarding new clients. For existing clients, fresh investments in the securities of associates/related parties of Portfolio Managers can be made only after obtaining consent from the client. 3.5.7. In the event of passive breach of the specified investment limits, (i.e., occurrence of instances not arising out of omission and/or commission of portfolio manager), a rebalancing of the portfolio shall be completed by Portfolio Managers within a period of 90 days from the date of such breach. Notwithstanding the same, the client may give an informed, prior positive consent to the Portfolio Manager for waiver from the rebalancing of the portfolio to rectify any passive breach of the investment limits. 3.5.8. Such requirement of rebalancing in the event of a passive breach of investment limits shall be suitably disclosed in the consent form mentioned Page 31 of 100 GB भारतीय प्रतà....

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....e requirements as specified at paragraphs 3.4, 3.5 & 3.6 above and in Regulations 22 (1A), 22(4) (da) & (db), 24 (3A) to 3(E) of the PM Regulations shall not be applicable for advisory portfolio management services, co-investment portfolio management services and for client categories who in turn manage funds under government mandates and/or are governed under specific Acts of State and/or Parliament. 3.7.2. Notwithstanding the above, for advisory portfolio management services, Portfolio Managers shall make suitable disclosure to the client regarding conflict of interest with respect to investments in the securities of the associates/related parties, while giving advice. The term "associate" for this purpose shall have the same meaning as defined under explanation to Regulation 24 (3C) of the PM Regulations. Further, Portfolio Managers shall disclose the credit rating of all securities, while giving advice. 35 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2022/112 dated August 26, 2022 Page 33 of 100 B भारतीय प्रतिभूति और विनिमय बोर्ड Secu....

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....he fees and charges shall be shown for 3 scenarios viz. when the portfolio value increases by 20%, decreases by 20% or remains unchanged. An illustration of the same is enclosed as Annexure 4A of this Master Circular. 4.3.2. All text and figures in the annexure on fees and charges shall be at least in size 11 font. 4.3.3. New clients shall be required to separately sign the annexure on fees and charges and add in their own handwriting that they have understood the fees/ charges structure. 4.4. Publishing of Investor Charter by Portfolio Managers on their websites 41 4.4.1. With a view to enhancing awareness of investors about the various activities which an investor deals with while availing the services provided 39 SEBI Cir./IMD/DF/13/2010 dated October 5, 2010 40 Clause 3 (v) of SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020 41 ¹ SEBI/HO/IMD/IMD-II_DOF7/P/CIR/2021/681 dated December 10, 2021 Page 35 of 100 GB₁ भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India by portfolio managers, an investor charter....

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....SE 200 or S&P CNX 500, depending on the investment objective and portfolio of the client. These benchmark indices may be decided by the portfolio managers and any change at a later date shall be recorded and justified with specific reasons thereof. 4.5.2.3. As the purpose of introducing benchmarks is to indicate the performance of the portfolios vis-à-vis markets to the investors, the portfolio managers may give performance of more than one index if they so desire. Also, they have the option to give their management perception on the performance of their schemes. 4.5.2.4. The Boards of portfolio managers may review the performance of the funds managed by them for each client separately in their meetings and should take corrective action wherever necessary. They may also compare the performance of the portfolios with benchmarks. 4.5.3. In relation to performance of the portfolio manager, it is also clarified that the Portfolio Managers shall:47 46 Regulation 31 of the SEBI (Portfolio Managers) Regulations, 2020 47 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020 Page 37 of 100 GB भारतीय प्रतिभूति ....

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....osure Document the details of its diversification policy and the details of investment of clients' funds by the Portfolio Manager in the securities of its related parties or associates. Accordingly, the Portfolio Manager shall ensure compliance with the following: 4.7.2. Disclosure of the details of investment of clients' funds in the securities of associate/related parties in the Disclosure Document under the head "Details of investments in the securities of related parties of the Portfolio Manager", in the following format: 49 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2022/112 dated August 26, 2022 Page 39 of 100 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Investments in the securities of associates/related parties of Portfolio Manager: Sr. No. Investment Name of Approach, the if any associate/ related Investment amount (cost of investment) as on last day of the previous calendar quarter (INR in crores) Value of investment as on last day of the previous calendar quarter (INR in crores) party percentage ....

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....folio Managers are required to submit the following information to SEBI:55 5.2.1.1. A certificate from the qualified Chartered Accountant certifying the net- worth as on March 31, every year based on audited account within 6 months from the end of Financial Year. 5.2.1.2. A certificate of compliance with PM Regulations and circulars issued thereunder, duly signed by the Principal Officer, within 60 days of end of each financial year. Further, details of non-compliance along with the corrective actions, if any, duly approved by Board of the Portfolio Manager. 5.2.2. Submission of Corporate Governance Report: 5.2.2.1. Boards of the Portfolio Managers should review the compliance of regulations in their periodical meetings. They should develop a system of getting quarterly reports of compliance of SEBI Regulations and Guidelines and also that due diligence has been exercised by their officials in their operations and that the interests of investors are protected. Such reports may be placed before the Boards of the 53 Regulation 34 of the SEBI (Portfolio Managers) Regulation, 2020 54 IMD/PMS/CIR/1/21727/03 dated November 18, 2003 55 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020....

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....h the data to SEBI under the following heads/reporting formats: S. No. Table Name 1 PM Master 2 Client Master 3 Client Folio Master 4 50 00 Client Folio AUM Client Capital Transactions 6 PMS Pool Demat Account Holding 7 Client Holding Master 8 PM Level Expense 9 Client Expense Master 5.4.2. The data to be submitted by Portfolio Managers in the aforementioned reporting formats is prescribed in Annexure 5B. 5.4.3. Portfolio Managers shall submit data as per the specified formats for all its clients on quarterly basis within 10 days from end of the quarter. Day-wise data shall be furnished for table headings: "Client Folio AUM", "PM Pool Demat Account Holding" and "Client Holding Master". Page 44 of 100 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 5.4.4. In their first time reporting, Portfolio Managers shall submit data for all their clients from April 01, 2020 to September 30, 2023. 5.4.5. Details of the requirements prescribed under various clauses of this Master Circular that are covered through the reporting for....

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....ciates shall be capped at 20% by value per associate (including self) per service. Any charges to 60 Regulation 22 read with Schedule IV of the SEBI (Portfolio Managers) Regulations, 2020 61 SEBI Cir./IMD/DF/13/2010 dated October 5, 2010 62 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020 63 3 Regulation 22 (11) of the SEBI (Portfolio Managers) Regulations, 2020 64 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020 Page 46 of 100 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India self/associate shall not be at rates more than that paid to the non- associates providing the same service. 6.1.3.5. The provisions with respect to fees and charges shall not be applicable to Co-investment services 65 6.1.3.6. Profit/ performance shall be computed on the basis of high water mark principle over the life of the investment, for charging of performance / profit sharing fee. High Water Mark Principle: High Water Mark shall be the highest value that the portfolio/account has reached. Value of the portfolio for computation of ....

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....à¤¡ Securities and Exchange Board of India 6.1.4.2. The provisions with respect to exit load as specified at paragraph 6.1.4.1 shall not be applicable to Co-investment services 67. 6.1.5. In case of large value accredited investors, the quantum and manner of exit load applicable to the client of the Portfolio Manager shall be governed through bilaterally negotiated contractual terms and the provisions of paragraph 6.1.4 of this Master Circular shall not be applicable68. 6.1.5.1. “Accredited Investor" shall have the same meaning as assigned to it under clause (ab) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. 6.1.6. Maximum Liability69 6.1.6.1. The PM Regulations 70 provide that the agreement between the portfolio manager and the client shall, inter alia, contain, in case of a discretionary portfolio manager, a condition that the liability of a client shall not exceed his investment with the portfolio manager. 6.1.6.2. Portfolio managers shall strictly comply with the aforesaid Regulation. 67 SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/0000000679 dated December 10, 2021 68 SEBI/HO/IMD/IMD-I DOF....

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....: Illustration Annexure on Fees and Charges 6 Annexure 4B: Format of Investor Charter in Respect of Portfolio Management Services 7 Annexure 4C: Format for disclosure of Performance of the Portfolio Manager 8 Annexure 5A: Format for Monthly Report to SEBI 9 Annexure 5B: Offsite Inspection Reporting Formats for Portfolio Managers 10 Annexure 5C: Details of reporting requirements as per the provisions of the Master Circular 11 Annexure 5D: Format of Quarterly Reporting to Client 12 Annexure 7A: Format of Complaint Data to be displayed by Portfolio Managers 13 Annexure Z: List of Circulars Rescinded Page 51 of 100 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annexure 1A: Online Processing of Portfolio Manager Applications Online Process for Fresh Registration a. Log-in ID and Password will be generated on receipt of a fresh application for registration as a Portfolio Manager. b. The URL of the SEBI portal, the Log-in ID and Password will be e-mailed to the Compliance Officer or the Principal Officer only. c. On re....

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.... submit the updation form by clicking the "Final Submit" button. g. On receipt of the updation form, the online updation shall be approved by SEBI. Page 53 of 100 GB भारतीय प्रतिभूति और और विनिमय बोर्ड Securities and Exchange Board of India Annexure 2A: Guidelines for Advertisements by Registered Portfolio Managers For the purpose of these guidelines, the expression "advertisement" means notices, brochures, pamphlets, circulars, showcards, catalogues, hoardings, placards, posters, insertions in newspapers, pictures, films, radio / television programmes or through any electronic media". 1. CODE OF ADVERTISEMENT 1.1. An advertisement shall be truthful, fair and clear and shall not contain any statement, promise or forecast which is untrue or misleading. 1.2. An advertisement shall be considered to be misleading if it contains - (i) Statements made about the performance or activities of the Portfolio Manager in the absence of necessary explanatory or qualifying statements, which may give an exaggerated picture of the performance or....

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.... all persons involved in the distribution of Portfolio Management Services. 2. All distributors shall: i. ii. iii. iv. V. vi. vii. viii. ix. X. Adhere to the Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020 and circulars issued from time to time related to distributors, distribution, advertising practices of Portfolio Management Services, etc. Maintain high standards of integrity, promptitude and fairness in the conduct of all their business. Act with due skill, care and diligence in the conduct of all their business. Consider investor's interest, risk profiling and suitability to their financial needs while marketing Portfolio Management Services. Take necessary steps to ensure that the clients' interest is protected. Ensure that commission or incentive shall never form the basis for recommending Portfolio Management Services. Be fully conversant with the Disclosure Document, Investment Approaches, fees and charges and the terms of agreement to be entered between the client and the Portfolio Manager. Disclose to the clients all material information including the details of distribution commissions for various Investment Approaches. Assist clients in co....

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....stment across multiple associates/related parties (as percentage of client's AUM) Equity 15% 25% Debt and hybrid securities 15% 25% Equity + Debt + Hybrid 30% securities 3. The client may choose not to invest in the securities of associates/related parties of the Portfolio Manager. Further, the client may choose a limit lower than the limits prescribed at paragraph 2 above. 4. The risks and conflict of interest associated with investment by the Portfolio Manager in the securities of its associates/related parties are as under: Risks: Conflict of Interest: 5. In case the client wants the Portfolio Manager to invest in the securities issued by associated/related parties of Portfolio Manager and provides the consent for the same, the investments shall be subject to the following limits: Page 58 of 100 Security भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Equity Debt and hybrid securities Equity + Debt + Hybrid securities Limit for investment in Limit for investment across single associate/related party (as percentage....

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....20% of profits over hurdle rate) g. The frequency of calculating all fees is annual. Portfolio performance: Gain of 20% Nature of Fees Amount in Rs. Amount in Capital Contribution 50,00,00076 Less: Any other fees (please enumerate) XX Assets under Management 50,00,000 Add: Profits on investment during the year @ 20% on assets under management 10,00,000 Gross value of the portfolio at the end of the year 60,00,000 Less: Brokerage/DP charges/any other similar charges (e.g. 2% of Rs.50,00,000) 1,00,000 Less: Management Fees (if any) (e.g. 2% of 50,00,000) 1,00,000 Less: Performance fees (if any) (e.g 20% of 1,00,000 5,00,000 working given below) XX Less: Any other fees (please enumerate) Total charges during the year 3,00,000 74 SEBI Cir./IMD/DF/13/2010 dated October 5, 2010 75 Clause 3 (v) of SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020 76 Illustration has been suitably updated to consider minimum investment amount of Rs.50 lakh. Page 61 of 100 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Net value of th....

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....t of Portfolio Management Services A. Vision and Mission Statements for investors. Vision: To implement diligently researched customised investment strategies which help investors meet their long-term financial goals in a risk appropriate manner. Mission: To ensure that the Portfolio Management Services industry provides a viable investment avenue for wealth creation by adopting high levels of skill, integrity, transparency and accountability. B. Details of business transacted by the organization with respect to the investors. a. appropriate risk profiling of investors b. to provide Disclosure Document to investors c. executing the PMS agreement d. Making investment decisions on behalf of investors (discretionary) or investment decisions taken at the discretion of the Investor (non- discretionary) or advising investors regarding their investment decisions (advisory), as the case may be. C. Details of services provided to investors and estimated timelines:- i. Discretionary & Non-Discretionary Portfolio Management Services (PMS):- Under these services, all an investor has to do, is to give his portfolio in any form i.e. in stocks or cash or a combination of both. The minimum size of....

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.... investors as provided under the PM Regulations 2020 and other SEBI notifications and circulars ("PM Regulations") and b. Providing each client an audited account statement on an annual basis which includes all the details as required under the PM Regulations. v. Fees and Expenses Charging and disclosure of appropriate fees & expenses in accordance with the PM Regulations. vi. Closure and Termination Upon termination of PMS Agreement by either party, the securities and the funds lying in the account of the investor shall be transferred to the verified bank account/ demat account of the investor. vii. Grievance Redressal Addressing in a time bound manner investor's queries, service requests and grievances, if any, on an ongoing basis. Page 66 of 100 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Timelines of the services provided to investors are as follows: Sr. No. Service / Activity Timeline 1 2 3 Opening of PMS account 7 days from receipt of all requisite documents (including demat account) for from the client, su....

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....g the agreement; this information should be a part of the account opening form. At the time of client signing the agreement; this information should be a part of the account opening form. At the time of client signing the agreement; this information should be a part of the account opening form. Page 68 of 100 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Sr. No. Service / Activity 12 Intimation to client what nondiscretionary account entails and powers that can be exercised portfolio Timeline At the time of client signing the agreement; this information should be a part of the account opening form. by manager. 13 Copy of executed 14 agreement sent to client. PMS Within 3 days of client request. Frequency of disclosures of All details regarding client portfolios should be available eligible funds. shared quarterly (point 26). 15 Issuance of funds and securities balance statements held by client. This data should be shared on a quarterly basis or upon client request. 16 Intimation of name and demat account number ....

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....of bank accounts where client funds are kept. Timeline Not later than on a quarterly basis or upon clients' request. The portfolio manager should provide details of related party transactions and conflict of interest in the Disclosure Document which should be available on website of portfolio manager at all times. The latest disclosure document should be provided to investors prior to account opening and the latest disclosure documents should be available on website of portfolio manager at all times. Within 3 days of PMS and demat account 30 Redressal grievances. of investor Within 30 days, subject to all the information required to redress the complaint is provided by the complainant to the portfolio manager Notes: 1. The number of days in the above timelines indicate clear working days Page 71 of 100 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India D. Details of grievance redressal mechanism and how to access it a. It is mandatory for every PMS provider to register itself on SEBI SCORES (SEBI Complaint Redress Sy....

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....the required proof. Page 73 of 100 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annexure 4C: Format for disclosure of Performance of the Portfolio Manager (As per Regulation 22 (4) (e) of SEBI (Portfolio Managers) Regulations, 2020) Current Year (April 01 3 months time^ (in last days) month 1 Directly from Investors 2 SEBI (SCORES) 3 Other Sources (if any) Grand Total Λ Average Resolution time is the sum total of time taken to resolve each complaint in days, in the current month divided by total number of complaints resolved in the current month. Trend of monthly disposal of complaints Sr. Month No. Carried forward from Received previous month Resolved* Pending# 1 April, YYYY 2 May, YYYY 3 June, YYYY 4 5 March, YYYY Grand Total *Inclusive of complaints of previous months resolved in the current month. #Inclusive of complaints pending as on the last day of the month Trend of annual disposal of complaints SN Year Carried forward from Received previous year Resolved** Pending## 1 2018-19 Page 95 of 100 EB à....

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....1/PMS/Cir-1/2010 2010 Portfolio Managers 15. September Online processing of N.A. 21, 2010 Portfolio Manager Applications 16. October Portfolio Managers - Cir./IMD/DF/13/2010 05, 2010 Regulation of fees and charges 17. October Portfolio Managers - Cir./IMD/DF/14/2010 08, 2010 Monthly Report 18. November 02, 2010 Portfolio Managers — clarification on minimum Cir./IMD/DF/16/2010 19. July 16, 2012 20. May 22, 2019 investment amount by clients, performance of portfolio and schemes Deployment of client funds in liquid mutual fund Participation of Portfolio Managers in Commodity Derivatives Market in India Cir. /IMD/DF-1/16/2012 SEBI/HO/IMD/DF1/CIR/P/2019/066 Page 98 of 100 GB 21. February भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India SEBI/HO/IMD/DF1/CIR/P/2020/26 Guidelines for Portfolio Managers 13, 2020 22. March 30, Relaxation in compliance 2020 with requirements SEBI/HO/IMD/DF1/CIR/P/2020/57 23. September pertaining to Portfolio Managers Operating Guidelines for SEBI/HO/IMD/DF1/CIR/P/2020/169 Portfolio Manager....