MASTER CIRCULAR
SEBI/HO/IMD/IMD-POD-1/P/CIR/ 2025/104 July 16, 2025
To,
All Portfolio Managers
Association of Portfolio Managers in India (‘APMI’)
Sir / Madam,
Subject: Master Circular for Portfolio Managers
A. For effective regulation of Portfolio Managers, the Securities and Exchange
Board of India (“SEBI”) has been issuing various circulars from time to time. In
order to enable the stakeholders to have an access to all the applicable
requirements at one place, the provisions of the said circulars issued till March
31, 2024 were incorporated in the Master Circular for Portfolio Managers dated
June 07, 2024.
B. Subsequently, various guidelines/directions were issued to Portfolio Managers
by way of circulars/letters. In view of the same, the Master Circular dated June
07, 2024 has been updated to include all relevant circulars that were issued
on/before March 31, 2025. The instant Master Circular supersedes the Master
Circular for Portfolio Managers dated June 07, 2024.
C. Vide Master Circular for Portfolio Managers dated June 07, 2024, the
guidelines/directions contained in the circulars listed out in the Appendix to
that Master Circular were rescinded. In addition, with the issuance of this Master
Circular, the guidelines/directions contained in the circulars listed out in Sr. Nos.
37-39 of the Appendix, to the extent they relate to the Portfolio Managers, shall
stand rescinded.
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D. With respect to the directions or other guidance issued by SEBI, as specifically
applicable to Portfolio Managers, the same shall continue to remain in force in
addition to the provisions of any other law for the time being in force. Terms not
defined in this Master Circular shall have the same meaning as provided under
the relevant Regulations.
E. The extant Master Circular is also updated to bring about consistency with
respect to usage of the terms “Para”, “Paragraph” and “Clause” to refer to
particular paragraphs of the Master Circular. To ensure consistency, the term
“Paragraph/(s)” is used at all places, wherever such references are made.
F. Notwithstanding such rescission,
F.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under the rescinded circulars, including registrations or approvals granted,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;
F.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;
F.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, shall remain unaffected as
if the rescinded circulars have never been rescinded;
G. Pursuant to issuance of this Master Circular, the entities which are required to
ensure compliance with various provisions shall submit necessary reports as
envisaged in this Master Circular on a periodic/ continuous basis.
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H. This Master Circular is issued in exercise of powers conferred under Section
11(1) of the Securities and Exchange Board of India Act, 1992 to protect the
interests of investors in securities and to promote the development of, and to
regulate the securities market.
I. This Master Circular is available on the SEBI website at https://www.sebi.gov.in/
under the category “Legal -> Master Circulars”.
Yours faithfully,
Peter Mardi
Deputy General Manager
Investment Management Department
Tel: 022 - 26449233
Email: peterm@sebi.gov.in
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TABLE OF CONTENTS
ABBREVIATIONS ....................................................................................................................... 8
1. REGISTRATION AND POST-REGISTRATION ACTIVITY ......................................... 9
1.1. Application procedure for registration as Portfolio Manager ...................... 9
1.2. General Registration Guidelines .......................................................................... 9
1.3. Clarification for Same Group Entities ............................................................... 10
1.4. Co-investment Portfolio Management Services ............................................ 12
1.5. Procedure for seeking prior approval for change in control of SEBI
registered Portfolio Managers ......................................................................................... 13
1.6. Format of Net worth calculation ......................................................................... 15
1.7. Certificate of associated persons in the Securities Markets ...................... 16
2. OPERATING GUIDELINES ............................................................................................ 19
2.1. Guidelines for advertisement by Portfolio Managers ................................... 19
2.2. Maintenance of Clients’ Funds in a separate Bank Account by Portfolio
Managers ................................................................................................................................ 19
2.3. Direct on-boarding of clients by Portfolio Managers ................................... 20
2.4. Supervision of Distributors ................................................................................. 21
2.4A. Collective oversight of distributors through APMI ....................................... 22
2.5. Clarification on minimum investment amount by clients and schemes . 22
2.6. Written down policies by Portfolio Manager................................................... 23
2.7. Fair and equitable treatment of all clients ....................................................... 24
2.8. Cyber Security and Cyber Resilience framework for Portfolio Managers
……………………………………………………………………………………………………………………………….26
2.9. Valuation of Securities by Portfolio Managers............................................... 26
3. INVESTMENTS BY PORTFOLIO MANAGERS ......................................................... 28
3.1. Transaction in Corporate Bonds through Request for Quote platform by
Portfolio Management Services (PMS)........................................................................... 28
3.2. Investment in Derivatives .................................................................................... 29
3.3. Participation of Portfolio Managers in Commodity Derivatives Market in
India…………….. ................................................................................................................... 30
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3.4. Limits on investment in securities of associates/ related parties of
Portfolio Managers .............................................................................................................. 32
3.5. Prior consent of the client regarding investments in the securities of
associates/related parties.................................................................................................. 33
3.6. Minimum credit rating of securities for investments by Portfolio
Managers ............................................................................................................................... 35
3.7. Applicability of above provisions: ..................................................................... 36
4. DISCLOSURE REQUIREMENTS .................................................................................. 38
4.1. Material change in Disclosure Document ........................................................ 38
4.2. Clause in Disclosure Document/ Client agreement/ Power of attorney .. 38
4.3. Disclosure of fees and charges.......................................................................... 39
4.4. Publishing of Investor Charter by Portfolio Managers on their
websites………….. ............................................................................................................... 41
4.5. Performance Disclosure by Portfolio Managers ............................................ 41
4.6. Nomenclature ‘Investment Approach’ .............................................................. 43
4.6A. Performance Benchmarking ............................................................................... 44
4.7. Disclosure of details of related party investments by Portfolio
Managers……….. ................................................................................................................. 46
4.7A. Most Important Terms and Conditions (MITC) Document ........................... 47
5. REPORTING REQUIREMENTS .................................................................................... 48
5.1. Submission of monthly report by Portfolio Managers ................................. 48
5.2. Submission of compliance reports by Portfolio Manager .......................... 49
5.3. Firm-level performance reporting by Portfolio Managers ........................... 50
5.4. Offsite Inspection data reporting to SEBI ........................................................ 52
5.5. Reporting to clients by Portfolio Managers .................................................... 54
5.6. Reporting of Performance to Clients ................................................................ 54
6. FEES AND CHARGES .................................................................................................... 58
6.1. Regulation of Fees and Charges ........................................................................ 58
7. GRIEVANCE REDRESSAL ............................................................................................ 63
7.1. Dispute Resolution ................................................................................................ 63
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7.2. Disclosure of Investor Complaints by Portfolio Managers on their
websites ................................................................................................................................. 63
ANNEXURES ............................................................................................................................. 64
Annexure 1A: Online Processing of Portfolio Manager Applications ................... 65
Annexure 2A: Guidelines for Advertisements by Registered Portfolio
Managers………. ................................................................................................................... 67
Annexure 2B: Code of Conduct for Distributors of Portfolio Management
Services .................................................................................................................................. 69
Annexure 3A: Format of obtaining the consent from the client .............................. 71
Annexure 4A: Illustration for Annexure on Fees and Charges................................ 74
Annexure 4B: Format of Investor Charter in Respect of Portfolio Management
Services .................................................................................................................................. 77
Annexure 4C: Format for disclosure of Performance of the Portfolio Manager . 87
Annexure 5A: Format for Monthly Report to SEBI ...................................................... 88
Annexure 5B: Offsite Inspection Reporting Formats ................................................. 94
Annexure 5C: Details of reporting requirements as per the provisions of the
Master Circular ................................................................................................................... 150
Annexure 5D: Format of Quarterly Reporting to Client ........................................... 153
Annexure 7A: Format of Complaint data to be displayed by the Portfolio
Managers .............................................................................................................................. 160
APPENDIX: LIST OF CIRCULARS RESCINDED ......................................................... 162
POLICY RELATED LETTERS/EMAILS ISSUED BY SEBI........................................... 168
1. Performance benchmarking of Portfolio Managers ............................................ 168
2. Reply to your queries raised for the matter pertaining to Performance
Benchmarking of Portfolio Managers .............................................................................. 171
3. Formats for annual submissions by Portfolio Managers- Proposal on the
Formats .................................................................................................................................... 174
4. Clarification regarding paragraphs 2.6 and 2.7 of SEBI Master Circular for
Portfolio Managers ................................................................................................................ 180
5. Provision for Submission of Compliance Reports of PMS through the SEBI
Intermediary Portal ................................................................................................................ 182
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6. Entities/Persons/Whatsapp/Telegram groups impersonating as Registered
Portfolio Managers ................................................................................................................ 190
7. Selection of Secondary Benchmarking for PMS. ................................................. 191
8. Offsite monitoring of qualitative compliance aspects through Compliance
Monitoring Module (CMM) for Portfolio Managers ........................................................ 194
APMI Guidelines/Circulars----------------------------------------------------- Refer APMI
Website
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ABBREVIATIONS
Alternative Investment Fund AIF
Assets under Management AUM
Association of Mutual Funds in India AMFI
AMFI Registration Number ARN
Bombay Stock Exchange BSE
Chartered Accountant CA
Company Secretary CS
Corporate Bonds CBs
Dealing Team DT
Financial Year FY
Foreign Portfolio Investor FPI
Investment Approach IA
Know Your Client KYC
National Company Law Tribunal NCLT
National Institute of Securities Markets NISM
One-to-many OTM
One-to-one OTO
Portfolio Management Services PMS
Portfolio Manager PM
Request for Quote platform of stock exchanges RFQ
SEBI (Portfolio Managers) Regulations 2020 the PM Regulations
SEBI Complaints Redress System SCORES
Securities and Exchange Board of India SEBI
Terms of Reference TOR
Time Weighted Rate of Return TWRR
Most Important Terms and Conditions MITC
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1. REGISTRATION AND POST-REGISTRATION ACTIVITY
1.1. Application procedure for registration as Portfolio Manager1
1.1.1. All entities desirous to be registered as Portfolio Manager, are required to
file an online application on SEBI Intermediary Portal
(https://siportal.sebi.gov.in)2.
1.1.2. An applicant is required to furnish the application in Form A as specified
in the Securities and Exchange Board of India (Portfolio Managers)
Regulations, 2020 (“PM Regulations”), to SEBI for registration as a
Portfolio Manager. On receipt of ‘Form A’, SEBI may seek further
information for processing the application. Any information sought by SEBI
has to be responded in detail and supported by relevant documents.
1.1.3. The information submitted to SEBI at the time of registration, shall be full
and complete in all respects, otherwise it may delay processing of the
registration application.
1.1.4. Online process for Fresh Registrations and Updation of Information is
given in Annexure 1A of this Master Circular3.
1.2. General Registration Guidelines4
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 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
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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 Manager shall
designate a senior officer as compliance Officer, who shall co-ordinate
with regulatory authorities in various matters and provide necessary
guidance as also ensure compliance internally. The Compliance Officer
shall inter alia ensure that the observations made / the deficiencies pointed
out by SEBI in the functioning of the portfolio managers do not recur.
1.2.4. Correspondence relating to registration and clarifications on Guidelines /
Circulars issued by SEBI shall be made only by the principal office of the
portfolio manager and not by any of its branch offices.
1.2.5. The portfolio managers shall have a code of conduct as envisaged under
the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.
1.3. Clarification for Same Group Entities5
1.3.1. SEBI may consider grant of certificate to an applicant, notwithstanding that
another entity in the same group has been previously granted registration
by SEBI, if the following conditions are fulfilled:
1.3.1.1. The entities are incorporated as separate legal entities.
5 SEBI RPM CIRCULAR NO.1 (2002-2003) dated September 17, 2002
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1.3.1.2. The entities have independent Board of Directors.
Explanation: Independent Board of Directors for this purpose means
that common directors should not be in majority in both the Boards.
1.3.1.3. There is arm’s length relationship with reference to their operations.
1.3.1.4. The key personnel and infrastructure are independently available for
each entity.
1.3.1.5. Each entity has independent regulatory control and supervisory
mechanism.
1.3.2. It is also clarified that whenever as per the above policy, two entities in the
same group are granted registration, any action by way of suspension or
cancellation of registration taken by SEBI against one entity, may entail
action against other entities of the same group, under the Intermediaries
Regulations.
Explanation: For the purposes of this Master Circular, two entities are
considered to be in the same group if:
1.3.2.1. the same person, by himself or in combination with relatives, directly
or indirectly exercises control over both the entities or,
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
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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, and intends to act as Co-investment
Portfolio Manager and offer Co-investment services through portfolio
management route, shall seek registration from SEBI as a Portfolio
Manager in terms of the PM Regulations. Pursuant to the grant of
registration, if such Portfolio Manager is desirous of offering portfolio
management services other than Co-investment, the same shall be
subject to compliance with all provisions of the PM Regulations
including eligibility criteria, and with the prior approval of SEBI.
6 SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/0000000679 dated December 10, 2021
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1.5. Procedure for seeking prior approval for change in control of SEBI
registered Portfolio Managers7 8
1.5.1. The PM Regulations provides that a Portfolio Manager shall obtain prior
approval of SEBI in case of change in control in such manner as may be
specified by SEBI. Accordingly, it has been decided that all SEBI
registered Portfolio Managers shall comply with the following in case they
propose a change in control:
1.5.1.1. An online application shall be made by Portfolio Manager to SEBI for
prior approval through the SEBI Intermediary Portal
(https://siportal.sebi.gov.in).
1.5.1.2. The prior approval granted by SEBI shall be valid for a period of six
months from the date of such approval.
1.5.1.3. Applications for fresh registration pursuant to change in control shall
be made to SEBI within six months from the date of prior approval.
1.5.1.4. 9[Pursuant to grant of prior approval by SEBI, in order to enable existing
investors/ clients to take well informed decision regarding their
continuance or otherwise with the changed management, the portfolio
manager shall inform its existing investors/ clients about the proposed
change prior to effecting the same and give an option to exit without
7 SEBI/HO/IMD-I/DOF1/P/CIR/2021/564 dated May 12, 2021
8 SEBI/HO/IMD-1/DOF1/P/CIR/2022/77 dated June 02, 2022
9 Substituted by SEBI Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2023/8 dated January 10, 2023. Prior to
substitution, paragraph 1.5.1.4 read as under:
“Pursuant to grant of prior approval by SEBI, in order to enable existing investors/ clients to take well informed
decision regarding their continuance or otherwise with the changed management, the Portfolio Manager shall
inform its existing investors/ clients about the proposed change prior to effecting the same and give an option
to exit without any exit load, within a period of not less than 30 calendar days, from the date of such
communication.”
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any exit load, within a period of not less than 30 calendar days, from
the date of such communication. However, for the clients under co-
investment portfolio management services, the Portfolio Manager shall
ensure compliance with the second proviso of Regulation 22 (2) of
PMS Regulations.]
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 [calendar]10 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;
10 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
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 Copy of the approved scheme;
 Statement explaining modifications, if any, in the approved
scheme vis-à-vis the draft scheme and the reasons for the
same; and
 Details of compliance with the conditions/ observations
mentioned in the in-principle approval provided by SEBI.
1.5.1.5.5. All other provisions mentioned at paragraphs 1.5.1.2 to 1.5.1.4 of
this Master Circular regarding the procedure for seeking prior
approval for change in control of Portfolio Managers, shall also
apply.
1.6. Format of Net worth calculation11
1.6.1. Following format shall be followed by Portfolio Managers for calculation of
Net worth:
The statement of networth of ……….. based on audited / unaudited accounts
as on ………….
11 SEBI Circular No. IMD/DOF I/PMS/Cir- 5/2009 dated July 31, 2009
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1.7. Certificate of associated persons in the Securities Markets
1.7.1. For employees of Portfolio Managers12
1.7.1.1. The associated persons functioning as principal officer of a Portfolio
Manager or employee(s) of the Portfolio Manager having decision
making authority related to fund management, shall obtain certification
from the National Institute of Securities Markets by passing the NISM-
Series-XXI-B: Portfolio Managers Certification Examination as
mentioned in the communiqué No. NISM/ Certification/Series-XXI-B:
Portfolio Managers (PM) Certification/2021/01 dated June 15, 2021
issued by the National Institute of Securities Markets.
1.7.1.2. The Portfolio Managers shall ensure that all such associated persons
who are principal officers or employees having decision making
authority related to fund management as on the date of this notification
obtain the certification by passing the NISM-Series-XXI-B: Portfolio
Managers Certification Examination within two years from the date13 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 date14
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
12 Gazette No. SEBI/LAD-NRO/GN/2021/49 dated September 7, 2021
13 SEBI Gazette No. SEBI/LAD-NRO/GN/2021/49 dated September 7, 2021
14 SEBI Gazette No. SEBI/LAD-NRO/GN/2021/49 dated September 7, 2021
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year from the date of their employment.
1.7.2. For distributors of Portfolio Managers15
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
the NISM-Series-XXI-A: Portfolio Management Services (PMS)
Distributors Certification Examination as mentioned in the communiqué
No. NISM/Certification/Series-XXI-A: Portfolio Management Services
(PMS) Distributors Certification Examination/2021/01 dated February
16, 2021 issued by the National Institute of Securities Markets.
1.7.2.2. The Portfolio Managers shall ensure that all such associated persons
who are distributors of the Portfolio Management Services as on the
date16 of the notification obtain the certification by passing the NISM-
Series-XXI-A: Portfolio Management Services (PMS) Distributors
Certification Examination within two years from the date of the
notification:
Provided that a portfolio manager, who engages or employs any such
associated person who is a distributor of the Portfolio Management
Services, after the date17 of the notification, shall ensure that such
person obtains certification by passing the NISM-Series-XXI-A:
Portfolio Management Services (PMS) Distributors Certification
Examination within one year from the date of their employment:
15 SEBI Gazette No. SEBI/LAD-NRO/GN/2021/48 dated September 7, 2021
16 SEBI Gazette No. SEBI/LAD-NRO/GN/2021/48 dated September 7, 2021
17 SEBI Gazette No. SEBI/LAD-NRO/GN/2021/48 dated September 7, 2021
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Provided further that an associated person, who being a distributor of
the Portfolio Management Services, has obtained any of the following
registration/ certification as on the date of this notification
a) a valid AMFI Registration Number (ARN)
b) NISM Series-V-A exam certification
shall be exempted from the requirement of obtaining certification by
passing the NISM-Series-XXI-A: Portfolio Management Services
(PMS) Distributors Certification Examination till the validity of the said
registration/ certification.
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2. OPERATING GUIDELINES
2.1. Guidelines for advertisement by Portfolio Managers18
2.1.1. SEBI has formulated a Code of Advertisement 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
Managers19
2.2.1. The PM Regulations20 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,
18 RPM circular No.1(93-94) dated October 20, 1993
19 IMD/DOF I/PMS/Cir- 4/2009 dated June 23, 2009
20 Regulation 24 (14) of the SEBI (Portfolio Managers) Regulations, 2020
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2.2.2.3. Portfolio Managers shall also maintain an accounting system
containing separate client-wise data for their funds and provide
statement to clients for such accounts at least on monthly basis,
2.2.2.4. Portfolio Managers shall reconcile the client-wise funds with the funds
in the aforesaid bank account on daily basis.
2.2.3. With respect to investment in short term Liquid Mutual Funds by Portfolio
Managers, it is clarified that pending investment of funds, any short term
deployment of funds in Liquid Mutual Funds for the purpose of cash
management shall be maintained on the lines as per paragraph 2.2.2 of
this Master Circular21.
2.3. Direct on-boarding of clients by Portfolio Managers22
2.3.1. Portfolio Managers shall provide an option to clients to be on-boarded
directly, without intermediation of persons engaged in distribution
services.
2.3.2. Portfolio Managers shall prominently disclose in its Disclosure
Documents, marketing material and on its website, about the option for
direct on-boarding.
2.3.3. At the time of on-boarding of clients directly, no charges except statutory
charges shall be levied.
21 Cir. /IMD/DF-1/16/2012 dated July 16, 2012
22 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
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2.3.4. The above provisions with respect to direct on-boarding of clients shall not
be applicable to Co-investment portfolio management services23.
2.4. Supervision of Distributors24
2.4.1. The Portfolio Managers shall:
2.4.1.1. Ensure that any person or entity involved in the distribution of its
services is carrying out the distribution activities in compliance with the
PM Regulations and circulars issued thereunder from time to time.
2.4.1.2. Pay fees or commission to distributors only on trail-basis. Further, any
fees or commission paid shall be only from the fees received by
Portfolio Managers.
2.4.1.3. Ensure that prospective clients are informed about the fees or
commission to 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.
23 SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/0000000679 dated December 10, 2021
24 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
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2.4.1.6. Ensure that, within 15 [calendar]25 days from the end of every financial
year, a self-certification is also received from distributors with regard to
compliance with Code of conduct.
2.4A. Collective oversight of distributors through APMI26
2.4A.1. Any person or entity involved in the distribution of portfolio management
services shall obtain registration with APMI.
2.4A.2. Portfolio Managers shall ensure that any person or entity engaged in the
distribution of its services has obtained registration with APMI, in
accordance with the criteria laid down by APMI.
2.5. Clarification on minimum investment amount by clients and schemes27
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 Lakh28.
2.5.1.2. Portfolio Managers shall not organize investment portfolios as
‘Schemes’ akin to Mutual Fund Schemes while marketing their services
to clients.
25 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
26 SEBI/HO/IMD/IMD-PoD-1/CIR/2024/32 dated May 02, 2024
27 Cir. /IMD/DF/16/2010 dated November 02, 2010
28 Gazette notification No. LAD-NRO/GN/2011-12/37/3689 read with Regulations 23(2) of SEBI (Portfolio
Managers) Regulations, 2020
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2.6. Written down policies by Portfolio Manager29
2.6.1. Portfolio Managers shall put in place a written down policy (“policy”), in
compliance with the PM Regulations and circulars issued thereunder,
which inter-alia detail the specific activities, role and responsibilities of
various teams engaged in fund management, dealing, compliance, risk
management, back-office, etc., with regard to management of client funds
and securities including the order placement, execution of order, trade
allocation amongst clients and other related matters.
2.6.2. Portfolio Managers shall also put in place a specific policy, in compliance
with the PM Regulations and circulars issued thereunder, which shall inter-
alia provide for the following:
2.6.2.1. Specific situations (not generic) wherein the orders shall be placed for
each client individually or pooled from trading account of Portfolio
Manager.
2.6.2.2. Scenarios / situations in which deviation from the allotment of securities
as intended at the time of placement of order would be permissible, if
at all.
2.6.2.3. Scenarios, wherein, the Portfolio Manager is required to place certain
margins / collaterals in order to execute certain transactions, details on
how such margins / collaterals shall be segregated / placed from
amongst various clients, without affecting the interest of any client.
29 SEBI Circular No. SEBI/HO/IMD/IMD-I DOF1/P/CIR/2022/133 dated September 30, 2022 & refer SEBI Letter
No. SEBI/HO/IMD-POD-1/P/OW/2023/50456/1 dated December 27, 2023
Page 23 of 207
2.6.2.4. Deviations, if any, shall be on account of exigency only and require
prior written approval of the Principal Officer and Compliance officer of
the Portfolio Manager with a detailed rationale for such deviation.
2.6.3. The aforesaid policies as mentioned at paragraphs 2.6.1 & 2.6.2 shall be
approved by the Board / equivalent body of the Portfolio Manager.
2.7. Fair and equitable treatment of all clients
2.7.1. Portfolio Managers shall ensure that 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: 30
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
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.
30 SEBI/HO/IMD/IMD-I DOF1/P/CIR/2022/133 dated September 30, 2022
Page 24 of 207
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 internet facilities on computers and other devices inside
the dealing room shall be restricted and shall only be used for
activities related to trade execution.
2.7.2.2.4. Entry/access to the dealing room shall be restricted to authorized
employees as defined in the aforementioned policies of the Portfolio
Manager.
2.7.2.2.5. There shall be no sharing of information through any mode, except
for trade execution under the approved policies of the Portfolio
Manager.
2.7.3. For equity, equity-related instruments and Mutual Funds units 31
2.7.3.1. Portfolio Managers with assets under management of INR 1000 crores
or more under discretionary and non-discretionary services, shall have
in place an automated system with minimal manual intervention for
ensuring effective funds and securities management including order
management and allocation of securities to each client.
2.7.3.2. The aforesaid system shall inter-alia clearly capture details with
respect to pre-order placement allocation as well as final allocation of
31 SEBI/HO/IMD/IMD-I DOF1/P/CIR/2022/133 dated September 30, 2022
Page 25 of 207
trades to clients along with instances of deviation, if any, as mentioned
at paragraph 2.6.2.4 above.
2.7.4. Portfolio Managers shall maintain audit trail of all activities related to
management of funds and securities of clients including order placement,
trade execution and allocation. Further, there shall be time stamping with
respect to order placement, order execution and trade allocation.
2.8. Cyber Security and Cyber Resilience framework for Portfolio
Managers32
2.8.1. All Portfolio Managers shall comply with the applicable provisions of
Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI
Regulated Entities (REs), specified vide SEBI Circular no. SEBI/HO/ITD-
1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024, including any
subsequent directions in this regard.
2.9. Valuation of Securities by Portfolio Managers33
2.9.1. APMI shall prescribe standardized valuation norms for Portfolio
Managers, same as the corresponding norms applicable to the Mutual
Funds. Valuation of the portfolio debt and money market securities by
portfolio managers shall be carried out in accordance with these
standardized valuation norms prescribed by APMI.
2.9.2. APMI shall empanel valuation agencies for the purpose of providing
security level prices to Portfolio Managers. Portfolio Managers shall
mandatorily use valuation services obtained only from one or more of such
empanelled valuation agencies for the purpose of valuation of debt and
32 Inserted by SEBI Circular No. SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2024/113dated August 20, 2024
33 Inserted by SEBI Circular No. SEBI/HO/IMD/IMD-PoD-2/P/CIR/2022/172 dated December 16, 2022
Page 26 of 207
money market securities in portfolios managed by them. The ultimate
responsibility for fair valuation shall be that of the Portfolio Manager.
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3. INVESTMENTS BY PORTFOLIO MANAGERS
3.1. Transaction in Corporate Bonds through Request for Quote platform by
Portfolio Management Services (PMS)34
3.1.1. In order to enhance transparency pertaining to debt investments by
Portfolio Managers in Corporate Bonds (“CBs”) and to increase liquidity
on exchange platform, the following shall be followed by Portfolio
Managers:
3.1.1.1. On a monthly basis, Portfolio Managers shall undertake at least 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.
34 SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/678 dated December 09, 2021
Page 28 of 207
3.1.1.4. Portfolio Managers are permitted to accept the Contract Note from the
stock brokers for transactions carried out in OTO and OTM modes of
RFQ.
3.1.2. Portfolio Managers shall ensure that at least 10% (by value) of their
secondary market trades in CBs in current month and immediate
preceding two months are executed by placing / seeking quotes through
OTO or OTM mode of RFQ. For example, for the month of May 2022, the
secondary market trades executed in CBs in the months of March 2022,
April 2022 and May 2022 shall be considered for the purpose of aforesaid
calculation.
3.2. Investment in Derivatives35
3.2.1. Portfolio Managers are permitted to invest in derivatives, including
transactions for the purpose of hedging and portfolio rebalancing, through
recognized stock exchanges.
3.2.2. Portfolio Managers can invest in derivatives on the terms specified in the
Portfolio Management Agreement. The Agreement should contain
complete details pertaining to the manner and terms of usage of derivative
product including quantum of exposure to derivatives (in absolute terms
and as a percentage of investments in other securities in the portfolio),
type of derivative instruments, purpose of using derivatives, type of
derivative position and the exposure thereof, terms of valuing and
liquidating derivative contracts in the event of liquidation of portfolio
35 SEBI/RPM CIRCULAR NO.3 (2002-2003) dated February 5, 2003, and for clarification on hedging and
portfolio rebalancing, the Portfolio Managers may refer to SEBI Circular No. MFD/CIR/21/25467/2002 dated
December 31, 2002.
Page 29 of 207
management scheme, prior permission from investors in the event of any
changes in the manner or terms of usage of derivative contracts etc.
3.2.3. The total exposure of the portfolio client in derivatives should not exceed
his portfolio funds placed with the Portfolio Manager and the Portfolio
Manager should, in essence, invest and not borrow on behalf of his clients.
3.2.4. It may be noted that investment in derivatives shall be only on the terms
mutually agreed between the Portfolio Manager and the client through the
portfolio management agreement. In the event of the any violation of the
terms of the agreement, the Portfolio Manager shall be responsible.
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
India36
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
36 SEBI/HO/IMD/DF1/CIR/P/2019/066 dated May 22, 2019
Page 30 of 207
compliance with all the rules, regulations including the PM Regulations
and circulars/guidelines and position limit norms as may be applicable
to ‘clients’, issued by SEBI and recognized stock exchanges from time
to time.
3.3.2.3. Portfolio Managers may participate in Exchange Traded Commodity
Derivatives after entering into an agreement with the clients. Portfolio
Managers may execute addendums to the agreement with their
existing clients, permitting the Portfolio Managers to participate in the
Exchange Traded Commodity Derivatives on their behalf.
3.3.2.4. Portfolio Managers shall provide adequate disclosures in the
Disclosure Document as well as the agreement with the client
pertaining to their participation in the Exchange Traded Commodity
Derivatives, including but not limited to the risk factors, margin
requirements, position limits, prior experience of the Portfolio Manager
in Exchange Traded Commodity Derivatives, valuation of goods, etc.
3.3.2.5. In case dealing in commodity derivatives lead to delivery of physical
goods, there is a possibility that, the Portfolio Manager remains in
possession of the physical commodity. In such cases, the goods need
to be disposed off at the earliest, within the timelines as agreed upon
between the client and the Portfolio Manager. The responsibility of
liquidating the physical goods shall be with the Portfolio Manager.
3.3.2.6. Since Foreign Portfolio Investors (“FPIs”) are allowed to participate in
the Exchange Traded Commodity Derivatives market, subject to
conditions specified by SEBI; Portfolio Managers shall, while
onboarding FPIs as clients and executing transactions in Exchange
Page 31 of 207
Traded Commodity Derivatives market, ensure that all conditions
specified by SEBI are complied with.
3.3.2.7. Portfolio Managers shall also provide periodic reports to the clients as
per the PM Regulations37 regarding their exposure in Exchange Traded
Commodity Derivatives.
3.3.2.8. Portfolio Managers shall report the exposure in Exchange Traded
Commodity Derivatives under the heading of ‘Commodity Derivatives’
in the monthly reports submitted to SEBI.
3.4. Limits on investment in securities of associates/ related parties of
Portfolio Managers38
3.4.1. Regulation 24 (3A) of the PM Regulations inter-alia provides that the
Portfolio Manager shall ensure compliance with 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 Limit for investment in Limit for
single associate/related investment across
party (as percentage of multiple
client’s AUM) associates/related
parties (as
37 Regulation 31 of SEBI (Portfolio Managers) Regulations, 2020
38 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2022/112 dated August 26, 2022
Page 32 of 207
percentage of
client’s AUM)
Equity 15% 25%
Debt and hybrid 15% 25%
securities
Equity + Debt + Hybrid 30%
securities
3.4.3. The aforementioned limits shall be applicable only to direct investments
by Portfolio Managers in equity and debt/hybrid securities of their own
associates/related parties and not to any investments in the Mutual Funds.
3.4.4. Hybrid securities includes units of Real Estate Investment Trusts (REITs),
units of Infrastructure Investment Trusts (InvITs), convertible debt
securities and other securities of like nature.
3.5. Prior consent of the client regarding investments in the securities of
associates/related parties39
Regulation 22(1A) of the PM Regulations provides that the Portfolio
Manager may make investments in the securities of its related parties or
its associates only after obtaining the prior consent of the client in such
manner as may be specified by the Board from time to time. Accordingly,
the Portfolio Managers shall ensure compliance with the following:
3.5.1. Portfolio Managers shall obtain a one-time prior positive consent of client
in the format specified at Annexure 3A (consent form), as a part of the
agreement mandated under Regulation 22(1) of the PM Regulations.
39 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2022/112 dated August 26, 2022
Page 33 of 207
3.5.2. The consent form shall have an option to indicate dissent, in case the
client does not want to undertake any investment in the securities of
associates/related parties of respective Portfolio Manager. The client shall
also have an option to specify a limit on investments in the securities of
associates/related parties of respective Portfolio Manager, below the
ceiling specified in paragraph 3.4.2 above.
3.5.3. The text and figures of the consent form shall be prominently highlighted
and not be below size 12 font.
3.5.4. For new clients, the aforementioned consent shall be obtained at the time
of entering into agreement, in terms of Regulation 22 (1) of the PM
Regulations (i.e., at the time of onboarding of a new client).
3.5.5. For existing clients, the aforementioned consent shall be obtained by way
of execution of a supplementary agreement with the clients. In cases
where the agreements entered with existing clients contain provision for
obtaining consent for investments through a specified mode, the same
mode can be used for obtaining aforesaid prior consent 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
Page 34 of 207
portfolio manager), a rebalancing of the portfolio shall be completed by
Portfolio Managers within a period of 90 [calendar]40 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
at paragraph 3.5.2 above and any waiver from the same shall also be
obtained in the same document.
3.5.9. In accordance with Regulation 27 (1) of the PM Regulations, Portfolio
Managers shall maintain records and documents pertaining to:
a) Prior positive consent or dissent, as the case may be.
b) Instances of the passive breach of investment limits, if any.
c) Steps taken, if any to rectify the passive breach of investments limits.
d) Waiver obtained from the client regarding rebalancing in the event of a
passive breach of investment limits.
3.6. Minimum credit rating of securities for investments by Portfolio
Managers 41
3.6.1. Regulation 24 (3C) of the PM Regulations provides that Portfolio
Managers shall not be allowed to invest clients’ funds in unrated securities
of their related parties or their associates. Further, Regulation 24 (3E) of
the PM Regulations provides that the Portfolio Manager shall ensure
40 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
41 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2022/112 dated August 26, 2022
Page 35 of 207
investment of its clients’ funds on the basis of the credit rating of securities
as may be specified by the Board. Accordingly, with respect to
investments in debt and hybrid securities, the Portfolio Managers shall
ensure compliance with the following:
3.6.2. Portfolio Managers offering discretionary portfolio management services
shall not make any investment in below investment grade securities.
3.6.3. Portfolio Managers offering non-discretionary portfolio management
services shall not make any investment in below investment grade listed
securities. However, Portfolio Manager may invest up to 10% of the assets
under management of such clients in unlisted unrated securities of issuers
other than associates/related parties of Portfolio Manager. The said
investment in unlisted unrated debt and hybrid securities shall be within
the maximum specified limit of 25% for investment in unlisted securities
under Regulation 24(4) of the PM Regulations.
3.7. Applicability of above provisions: 42
3.7.1. The 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
42 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2022/112 dated August 26, 2022
Page 36 of 207
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.
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4. DISCLOSURE REQUIREMENTS
4.1. Material change in Disclosure Document43
4.1.1. Material change, for the purpose of the PM Regulations44, shall include
change in control of the Portfolio Manager, Principal Officer, fees charged,
charges associated with the services offered, investment approaches
offered (along with the impact of such change) and such other changes as
specified by SEBI from time to time.
4.2. Clause in Disclosure Document/ Client agreement/ Power of attorney45
4.2.1. It has come to the notice of SEBI while perusing disclosure documents/
agreements/ Power of Attorney entered into by the Portfolio Managers
with the clients that many Portfolio Managers are using the following
clause or a similar clause.
‘The portfolio managers’ decision in deployment of the Clients’ account is
absolute and final and can never be called in question or be open to review
at any time during currency of the agreement or any time thereafter.’
4.2.2. It is felt that every client should have the prerogative to question the
decision of portfolio manager and the exercise of discretion by him.
4.2.3. Therefore, it is advised that Portfolio Managers who have incorporated the
said clause or similar clause shall modify it as below:-
43 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
44 Regulation 22 (7) of the SEBI (Portfolio Managers) Regulations, 2020
45 SEBI/IMD/CIR No.1/ 70353 /2006 dated June 28, 2006
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‘The portfolio managers’ decision (taken in good faith) in deployment of the
Clients’ account is absolute and final and cannot be called in question or be
open to review at time during the currency of the agreement or any time
thereafter except on the ground of malafide, fraud, conflict of interest or
gross negligence.
4.3. Disclosure of fees and charges46
4.3.1. To ensure transparency and adequate disclosure regarding fees and
charges, the client agreement shall contain a separate annexure which
shall list all fees and charges payable to the portfolio manager. The said
annexure shall contain details of levy of all applicable charges on a sample
portfolio of Rs.50 lacs47 over a period of one year. The 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. [For new clients, on-boarded on or after October 01, 2024, whenever
performance fees is charged to such client, the annexure for fees and
charges to the PMS-client agreement, shall also contain the following
additional fee illustrations:
 One year and multi-year fee illustrations that cover different
scenarios viz. increase in the portfolio value by a certain
percentage, decrease in the portfolio value by a certain percentage
and when the portfolio value remains unchanged. The said
illustrations shall also suitably incorporate the high watermark
46 SEBI Cir. /IMD/DF/13/2010 dated October 5, 2010
47 Clause 3 (v) of SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
Page 39 of 207
principle. The standard formats for the above fee illustrations have
been prescribed by APMI, in consultation with SEBI]48
4.3.3. All text and figures in the annexure on fees and charges shall be at least
in size 11 font.
4.3.4. [While on-boarding a client, Portfolio Manager shall ensure that:
a. the client has understood the structure for fees and charges.
b. the new client has separately signed the annexure on fees and
charges and added a note, that they have understood the structure
for fees and charges, in the following manner:
i. handwritten, in case the client is on-boarded through
physical mode.
ii. typed using keyboard or written electronically using fingers/a
stylus pen, in case the client is on-boarded through digital
mode.
4.3.5. The standard procedure for on-boarding of client through digital mode has
been specified by APMI, in consultation with SEBI.
4.3.6. Portfolio Manager shall ensure that no additional fees and charges are
levied, other than those specified in the annexure (on fees and charges)
to the PMS-client agreement.]49
48 SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/35 dated May 02, 2024
49 SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/35 dated May 02, 2024
Page 40 of 207
4.4. Publishing of Investor Charter by Portfolio Managers on their
websites50
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
by portfolio managers, an investor charter has been prepared by SEBI,
which is enclosed as Annexure 4B of this Master Circular.
4.4.2. The investor charter is a document in an easy to understand language. It
details different services provided by the Portfolio Managers to the
investors along with estimated timelines, like account opening, agreement
with the portfolio manager, periodic statements to the investors, investor
grievance redressal mechanism, responsibilities of investors etc. at one
single place for ease of reference. All registered Portfolio Managers are
advised to bring to the notice of their clients the Investor Charter by
prominently displaying on their websites.
4.5. Performance Disclosure by Portfolio Managers
4.5.1. To ensure compliance with the PM Regulations51, Portfolio Managers shall
disclose the performance of portfolios grouped by investment category for
the past three years as per Annexure 4C of this Master Circular52.
4.5.2. Performance Benchmark reporting to clients53 :
4.5.2.1. [*]54
50 SEBI/HO/IMD/IMD-II_DOF7/P/CIR/2021/681 dated December 10, 2021
51 Regulation 22(4)(e) & Regulation 22(6) of SEBI (Portfolio Managers) Regulations, 2020
52 Cir. /IMD/DF/16/2010 dated November 02, 2010
53 IMD/PMS/CIR/1/21727/03 dated November 18, 2003
54 Omitted in line with SEBI Circular No. SEBI/HO/IMD/IMD-PoD-2/P/CIR/2022/172 dated December 16,
2022. Prior to omission, paragraph 4.5.2.1 read as under:
Page 41 of 207
4.5.2.2. [The portfolio managers may select benchmark indices in line with
paragraph 4.6A of this Master Circular. Any change in the benchmark
indices at a later date shall be recorded and justified with specific
reasons thereof.
4.5.2.3. Portfolio Managers have the option to give their management
perception on the performance of their schemes.]55
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:56
“All portfolio managers are required to disclose the performance of their portfolios to their clients, including
disclosure of the performance indicators calculated on the basis of ‘time weighted rate of return’ method
taking each individual category of investments for the immediately preceding three years in case of
discretionary portfolio managers. In order to make the investors fully aware about how their funds have been
deployed and also to give them an objective analysis of the performance of the portfolios being managed by
the portfolio managers on discretionary basis in comparison with the rise or fall in the markets, portfolio
managers shall disclose the performance of benchmark indices in the periodical reports to be furnished to the
client in terms of the PM Regulations i.e. Regulation 31 of the SEBI (Portfolio Managers) Regulations, 2020.”
55 Modified in line with SEBI Circular No. SEBI/HO/IMD/IMD-PoD-2/P/CIR/2022/172 dated December 16,
2022. Prior to modification, paragraphs 4.5.2.2 & 4.5.2.3 read as under:
“4.5.2.2. The portfolio managers may select any of the indices available, e.g. BSE (Sensitive) index, S&P CNX
Nifty, BSE 100, BSE 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.”
56 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
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4.5.3.1. Consider all cash holdings and investments in liquid funds, for
calculation of performance.
4.5.3.2. Report performance data net of all fees and all expenses (including
taxes).
4.5.3.3. Clearly disclose any change in investment approach that may impact
the performance of client portfolio, in the marketing material.
4.5.3.4. Ensure that performance reported in all marketing material and website
of the Portfolio Manager is the same as that reported to SEBI.
4.5.3.5. Ensure that the aggregate performance of the Portfolio Manager (firm-
level performance) reported in any document shall be same as the
combined performance of all the portfolios managed by the Portfolio
Manager.
4.5.3.6. Provide a disclaimer in all marketing material that the performance
related information provided therein is not verified by SEBI.
4.6. Nomenclature ‘Investment Approach’57
4.6.1. [An investment approach (‘IA’) is the documented investment philosophy
to be adopted by the Portfolio Managers while managing the client funds
in order to achieve client’s investment objectives.] 58 The information about
Investment Approaches offered by Portfolio Managers, shall be uniform
across all types of regulatory reporting, client reporting, disclosure
57 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
58 Inserted by SEBI Circular No. SEBI/HO/IMD/IMD-PoD-2/P/CIR/2022/172 dated December 16, 2022
Page 43 of 207
document, marketing materials and any such document which refer to
services offered by Portfolio Managers.
4.6.2. Any description of investment approach provided by Portfolio Managers
shall, inter alia, include:
4.6.2.1. investment objective
4.6.2.2. description of types of securities e.g. equity or debt, listed or unlisted,
convertible instruments, etc.
4.6.2.3. basis of selection of such types of securities as part of the investment
approach
4.6.2.4. allocation of portfolio across types of securities
4.6.2.5. appropriate benchmark to compare performance and basis for choice
of benchmark
4.6.2.6. indicative tenure or investment horizon
4.6.2.7. risks associated with the investment approach
4.6.2.8. other salient features, if any.
4.6A. Performance Benchmarking59
In order to help investors in assessing the performance of a Portfolio Manager,
the applicable requirements related to performance reporting and benchmarking
by Portfolio Managers has been reviewed as under:
4.6A.1. In addition to Investment Approach, an additional layer of broadly defined
investment themes called “Strategies” shall be adopted by Portfolio
Managers. These broad Strategies shall be ‘Equity’, ‘Debt’, ‘Hybrid’ and
‘Multi Asset’.
59 Inserted by SEBI Circular No. SEBI/HO/IMD/IMD-PoD-2/P/CIR/2022/172 dated December 16, 2022, &
refer SEBI Letter No. SEBI/HO/IMD/IMD-PoD-2/P/OW/2022/62571/1 dated December 16, 2022, and SEBI
Letter No. SEBI/HO/IMD/POD-II/P/OW/2023/12814/1 dated March 29, 2023
Page 44 of 207
4.6A.2 Each IA shall be tagged to one and only one Strategy from the Strategies
as above. This tagging shall be at the discretion of the concerned Portfolio
Manager. A Portfolio Manager may tag more than one IA to a Strategy,
but each IA must be tagged to only one Strategy.
4.6A.3 APMI shall prescribe a maximum of three benchmarks for each Strategy.
These benchmarks shall reflect the core philosophy of the Strategy. While
tagging an IA to a particular Strategy, the Portfolio Manager shall select
one benchmark from those prescribed for that Strategy to enable the
investor to evaluate relative performance of the Portfolio Managers.
4.6A.4 The Board of the Portfolio Managers shall be responsible for ensuring
appropriate selection of Strategy and benchmark for each IA.
4.6A.5 Once an IA is tagged to a Strategy and/or to a benchmark, the tagging
shall be changed only after offering an option to subscribers to the IA to
exit without any exit load. The performance track record (of the specific IA
whose tagging with Strategy/ benchmark was changed) prior to the
change shall not be used by the Portfolio Manager for performance
reporting. Further, the same shall be verified as part of annual audit under
the Regulations60.
4.6A.6 The changes in Strategy and/ or benchmark shall be recorded with proper
justification and shall be verified as part of the annual audit under the
Regulations61.
60 Regulation 30 of the SEBI (Portfolio Managers) Regulations, 2020
61 Regulation 30 of the SEBI (Portfolio Managers) Regulations, 2020
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4.7. Disclosure of details of related party investments by Portfolio
Managers62
4.7.1. Regulations 22 (4) (da) & (db) of the PM Regulations provides that the
Portfolio Manager shall disclose in the Disclosure 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:
Investments in the securities of associates/related parties of Portfolio Manager:
Sr. Investme Name of Investment amount Value of investment as percentage of
No. nt the (cost of investment) as on last day of the total AUM as on
Approac associat on last day of the previous calendar last day of the
h, if any e/relate previous calendar quarter (INR in crores) previous
d party quarter (INR in crores) calendar quarter
4.7.3. Portfolio Managers shall ensure that any material changes in the above
information is updated in the Disclosure Document and uploaded on their
respective websites within 7 [calendar]63 days.
62 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2022/112 dated August 26, 2022
63 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
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4.7A. Most Important Terms and Conditions (MITC) Document64
4.7A.1. In order to facilitate ease of understanding of the critical aspects of the
Portfolio Manager-client relationship, Portfolio Manager shall additionally
provide to its client a “Most Important Terms and Conditions (MITC)”
document, which shall be duly acknowledged by the client.
4.7A.2. The standard format for MITC has been prescribed by APMI, in
consultation with SEBI.
64 SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/35 dated May 02, 2024
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5. REPORTING REQUIREMENTS
5.1. Submission of monthly report by Portfolio Managers
5.1.1. 65All Registered Portfolio Managers are required to submit monthly report
regarding their portfolio management activity as per the format enclosed
as Annexure 5A66 of this Master Circular.
5.1.2. All Registered Portfolio Managers shall upload the report on SEBI
Intermediaries Portal within 7 working days of the end of each month67
and there is no requirement of sending hard copy of the said report to
SEBI.
5.1.3. In the said report data pertaining to Assets under Management (“AUM”) of
the portfolio manager as on the last calendar day of each month shall be
indicated in Rupees in crores.
5.1.4. Procedure to upload monthly report on portal is as follows:
5.1.4.1. Log on to SEBI Portal at https://siportal.sebi.gov.in using the
Username and Password provided at the time of Registration/ Renewal
as a portfolio manager.
5.1.4.2. Select the portfolio manager tab
5.1.4.3. Select the link: PM Monthly Report
5.1.4.4. Fill the data in the format provided
5.1.4.5. Save the data and then Submit
65 SEBI/IMD/PMS/CIR-3/2009 dated June 11, 2009
66 Revised format as per SEBI circular SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/0000000679 dated December
10, 2021 to include details of Co-investment Portfolio Management services offered by Portfolio Manager
67 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
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5.1.5. In terms of the PM Regulations68, Compliance Officer of the portfolio
managers shall also be responsible for ensuring compliance with this
Master Circular.
5.2. Submission of compliance reports by Portfolio Manager69
5.2.1. With effect from Financial Year 2019-20, Portfolio Managers are required
to submit the following information to SEBI:70
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 [calendar]71
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
68 Regulation 34 of the SEBI (Portfolio Managers) Regulation, 2020
69 IMD/PMS/CIR/1/21727/03 dated November 18, 2003
70 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
71 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
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Portfolio Managers by the compliance officers. Boards of the Portfolio
Managers should also review redressal of investors’ grievances. Any
deficiency letters or warning letters issued to the Portfolio Managers by
SEBI should also be placed before the Boards of the Portfolio
Managers.
5.2.2.2. There shall be internal audit by a practicing Chartered Accountant
(“CA”) or Company Secretary (“CS”) so as to judge the quality of
internal procedures being followed by the Portfolio Manager. The
report of the internal audit shall be submitted to the Board of the
Portfolio Manager.
5.2.2.3. Portfolio Managers shall exercise due diligence in all their operational
activities.
5.2.2.4. Portfolio Managers shall report to SEBI on compliance with the
provisions of the above guidelines while submitting the annual reports.
The report should reach SEBI within thirty [calendar]72 days from the
end of the financial year.
5.2.3. Failure to submit reports as mentioned in this master circular shall
constitute a default and render the Portfolio Managers liable for action
under the Intermediaries Regulations.
5.3. Firm-level performance reporting by Portfolio Managers73
5.3.1. The firm-level performance data of Portfolio Managers shall be audited
72 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
73 Inserted by SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020 & SEBI/HO/IMD/IMD-PoD-
1/P/CIR/2023/133 dated August 02, 2023
Page 50 of 207
annually. Confirmation of compliance with paragraph 4.5.3 of this Master
Circular shall be reported to SEBI within sixty [calendar] 74days of end of
each financial year. The said report to SEBI shall be certified by the
Directors/Partners of the Portfolio Manager or by person(s) authorized by
the Board of Directors/Partners of the Portfolio Manager.
5.3.2. Accordingly, Portfolio Managers are required to consider all clients’
portfolios managed (i.e. clients of both discretionary and non-discretionary
portfolio management services) for the purpose of audit of firm-level
performance data.
5.3.3. Standard Terms of Reference by APMI:
5.3.3.1. In order to have uniformity, APMI, in consultation with SEBI, shall
specify standardised Terms of Reference (‘ToR’) for aforesaid audit of
firm-level performance data.
5.3.3.2. The standard ToR shall inter-alia include requirement for Portfolio
Managers to consider clients’ portfolios under all services for the
purpose of audit of firm-level performance data. Performance of
advisory clients may be excluded only if performance of such clients,
either individually or cumulatively, is not reported or published in any
marketing material or website.
5.3.3.3. The standard ToR specified by APMI (available on APMI website: link)
is applicable with effect from October 01, 2023, and shall be
mandatorily followed by all Portfolio Managers for the purpose of
annual audit of firm-level performance data.
74 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
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5.3.4. Submission of reports:
5.3.4.1. Portfolio Managers shall submit the confirmation of compliance with the
requirement of annual audit of firm-level performance data in line with
the standard ToR specified by APMI, to SEBI within sixty [calendar]75
days from the end of each financial year. The aforesaid report on
confirmation of compliance to SEBI shall be certified by Directors/
Partners of the Portfolio Manager or by person(s) authorized by the
Board of Directors/Partners of the Portfolio Manager.
5.3.4.2. Portfolio Managers shall submit audit report on firm-level performance
data to SEBI within sixty [calendar]76 days from end of each financial
year.
5.4. Offsite Inspection data reporting to SEBI
5.4.1. As a part of off-site inspection and surveillance of Portfolio Managers and
to monitor the compliance of the PM Regulations and circulars issued
therein, SEBI has framed the data structure and all the Portfolio Managers
are required to furnish the data to SEBI under the following
heads/reporting formats77:
S. Table Name
No.
1 PMS_Inspection_PM_Master
2 PMS_Inspection_Client_Master
3 PMS_Inspection_Client_Folio_Master
4 PMS_Inspection_Client_Folio_AUM
5 PMS_Inspection_Client_Cap_Transactions
6 PMS_Inspection_Client_Expense_Master
7 PMS_Inspection_Client_Holding_Master
75 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
76 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
77 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
Page 52 of 207
8 PMS_Inspection_PM_Operating_Expense
9 PMS_Inspection_PM_Pool_Acc_Master
10 PMS_Inspection_PM_Associated_Security_
Details
11 PMS_Inspection_Trade_Data
12 PMS_Inspection_FM_Dealer_Dtls
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 [15 calendar days]78from end of the
quarter. Day-wise data shall be furnished for table headings: “Client Folio
AUM” and “Client Holding Master”.
5.4.4. [Portfolio Managers shall submit data for all their clients from April 01,
2023 onwards.]79
5.4.5. Details of the requirements prescribed under various paragraphs of this
Master Circular that are covered through the reporting formats, as
mentioned in the paragraph 5.4.1 above, are specified in Annexure 5C.
5.4.6. [Any change in the prescribed formats shall be communicated by the
Board from time to time.
5.4.7. Portfolio Managers who are exclusively co-investment managers, shall not
be required to submit the offsite inspection data.
5.4.8. Portfolio Managers are not required to submit data with respect to funds
managed by them for EPFO and other similar government mandates.]80
78 SEBI/HO/IMD/IMD-PoD-1/P/CIR/2025/39 dated March 28, 2025
79 SEBI/HO/IMD/IMD-PoD-1/P/CIR/2025/39 dated March 28, 2025
80 Inserted vide Master Circular for Portfolio Managers dated June 07, 2024
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5.5. Reporting to clients by Portfolio Managers
5.5.1. Portfolio Managers shall furnish a report in the format provided at
Annexure 5D81 of this Master Circular, to their clients on a quarterly basis
82 which inter-alia includes the following83:
5.5.1.1. Details of investment of client’s funds in the securities of
associates/related parties of the Portfolio Manager.
5.5.1.2. Details of instances of passive breach of investment limits, if any, and
steps taken to rectify the same.
5.5.1.3. Details of credit ratings of investments in debt and hybrid securities.
5.5.1.4. [Details of fee calculation:
The standard format for the annexure detailing the fee calculation shall
be as specified by APMI, in consultation with SEBI.]84
5.6. Reporting of Performance to Clients85
5.6.1. Portfolio Manager shall present the Time-weighted Rate of Return
(‘TWRR’) of the IA along with the trailing return of the selected benchmark
when communicating/ advertising/ publishing/ mentioning performance of
an Investment Approach.
81 Revised format as per SEBI circular SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/0000000679 dated December
10, 2021 to include details of Co-investment Portfolio Management services offered by Portfolio Manager
and SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/35 dated May 02, 2024
82 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
83 SEBI Circular No. SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2022/112 dated August 26, 2022
84 SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/35 dated May 02, 2024
85 Inserted by SEBI Circular No. SEBI/HO/IMD/IMD-PoD-2/P/CIR/2022/172 dated December 16, 2022,
SEBI/HO/IMD/IMD-PoD-2/P/OW/2022/62571/1 dated December 16, 2022, SEBI/HO/IMD/POD-
II/P/OW/2023/12814/1 dated March 29, 2023
Page 54 of 207
5.6.2. Portfolio Manager shall present the Extended Internal Rate of Return
(‘XIRR’) for each IA the investor invests in when reporting performance to
an investor. This shall be accompanied by the minimum, maximum and
median XIRR return generated across all investors in each of the IA the
investor has invested in. The TWRR of the respective IA(s) and the trailing
return of the benchmark(s) selected shall also be presented separately.
Following disclaimer must accompany this disclosure:
“Please note that performance of your portfolio may vary from that of
other investors and that generated by the Investment Approach across
all investors because of
1) the timing of inflows and outflows of funds; and
2) differences in the portfolio composition because of restrictions and
other constraints.”
5.6.3. The following shall not be mentioned or implied in performance reporting
or in any other communication in any form by the Portfolio Managers:
5.6.3.1. Any other categorization/ classification of IAs, except for the Strategy
that they are tagged to.
5.6.3.2. Model Portfolio returns
5.6.3.3. The performance of one or more cherry-picked investor(s)
However, aggregated performance statistics of all investors in an IA may
be used by a Portfolio Manager for aggregated performance reporting.
5.6.4. Portfolio Manager shall disclose relative performance of its investment
approach in all the marketing material where performance of the
concerned investment approach is being presented. Such disclosure of
relative performance shall, at minimum, include the following:
5.6.4.1. Performance relative to the selected benchmark
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5.6.4.2. Performance relative to other Portfolio Managers within the selected
Strategy
5.6.5. Verification of all the above performance statistics shall be carried out in
the annual audit under the Regulations86.
5.6.6. Portfolio Managers shall also submit the monthly reports to APMI in
addition to SEBI within 7 working days from the end of each month. APMI
shall make available the monthly reports of the Portfolio Managers on
APMI website in an intuitive and user-friendly manner facilitating ease of
comparison so as to provide access to portfolio level, investment approach
level, portfolio manager level and industry level information to all the
stakeholders. APMI shall also make available relative performance of
each investment approach within the strategy to concerned portfolio
manager and also disclose the same on its website.
5.6.7. The above provisions under paragraphs 5.6.1 to 5.6.6 shall be applicable
to any entity reporting/ publishing/ advertising performance of any
Investment Approach of any Portfolio Manager.
5.6.8. Portfolio of investors/clients of portfolio manager shall not be covered
under provisions 2.9, 4.6.1A, 4.6A, 5.6, if,
5.6.8.1. Investors are governed by separate statutes like Provident Funds
(Employees’ Provident Fund Organization, Coal Mines Provident Fund
Organization, Exempted Provident Fund Trusts), Employee State
Insurance Corporation, Postal Life Insurance, etc.
86 Regulation 30 of the SEBI (Portfolio Managers) Regulations, 2020.
Page 56 of 207
5.6.8.2. The non-individual Investors are regulated by RBI, IRDA & PFRDA for
whom specific valuation and/or benchmarking norms have been
specified by the concerned regulator(s).
subject to verification of compliance with the above conditions in the
annual audit under Regulation 30 of the PM Regulations.
5.6.9. Portfolio Managers shall not advertise/ publish/ mention to any entity other
than those belonging to the investor category to which said Investment
Approach is offered the returns of the Investment Approaches where
exception as above has been exercised. Portfolio Managers may,
however, include the assets managed in such Investment Approaches in
their total AUM when communicating publicly as well as in regulatory
reporting.
5.6.10. Letters issued to APMI with respect to Performance Benchmarking are
enclosed under ‘Policy related letters/emails issued by SEBI’
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6. FEES AND CHARGES
6.1. Regulation of Fees and Charges
6.1.1. The inter se relationship between the portfolio manager and client, mutual
rights, liabilities and obligations relating to management of funds or
portfolio of securities are required to be specified in the agreement signed
between the portfolio manager and the client. The contents of the portfolio
manager-client agreement are laid out in the PM Regulations87.
6.1.2. In order to bring about greater uniformity, clarity and transparency with
regard to fees and charges, portfolio managers are advised to take the
following measures in respect of all client agreements:
6.1.3. Fees and Charges88 89
6.1.3.1. As provided in the PM Regulations90, no upfront fees shall be charged
by the Portfolio Managers, either directly or indirectly, to the clients91.
6.1.3.2. Brokerage at actuals shall be charged to clients as expense.
6.1.3.3. Operating expenses excluding brokerage, over and above the fees
charged for Portfolio Management Service, shall not exceed 0.50% per
annum of the client’s average daily AUM.
6.1.3.4. Charges for all transactions in a financial year (Broking, Demat,
custody etc.) through self or associates shall be capped at 20% by
value per associate (including self) per service. Any charges to
87 Regulation 22 read with Schedule IV of the SEBI (Portfolio Managers) Regulations, 2020
88 SEBI Cir. /IMD/DF/13/2010 dated October 5, 2010
89 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
90 Regulation 22 (11) of the SEBI (Portfolio Managers) Regulations, 2020
91 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
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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 services92.
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 high watermark shall be taken to be the value on the
date when performance fees are charged. For the purpose of charging
performance fee, the frequency shall not be less than quarterly. The
portfolio manager shall charge performance based fee only on
increase in portfolio value in excess of the previously achieved high
water mark.
Illustration: Consider that frequency of charging of performance fees
is annual. A client’s initial contribution is ₹50,00,000, which then rises
to ₹60,00,000 in its first year; a performance fee/ profit sharing would
be payable on the ₹10,00,000 return. In the next year the portfolio
value drops to ₹55,00,000 hence no performance fee would be
payable. If in the third year the Portfolio rises to ₹65,00,000, a
performance fee/profit sharing would be payable only on the ₹5,00,000
profit which is portfolio value in excess of the previously achieved high
92 SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/0000000679 dated December 10, 2021
Page 59 of 207
water mark of ₹60,00,000, rather than on the full return during that year
from ₹55,00,000 to ₹65,00,000.
6.1.3.7. All fees and charges shall be levied on the actual amount of clients’
assets under management.
6.1.3.8. High Water Mark shall be applicable for discretionary and non-
discretionary services and not for advisory services.
6.1.3.9. In case of interim contributions/ withdrawals by clients, performance
fees may be charged after appropriately adjusting the high water mark
on proportionate basis.
6.1.3A. Fee Calculation tool:93
6.1.3A.1. Portfolio Manager shall provide a fee calculation tool to all clients
that highlights various fee options with multi-year fee calculations.
Such tool shall incorporate the high watermark principle, wherever
applicable.
6.1.3A.2 .The link to access the said tool shall be provided in advance to all
new clients, on-boarded on or after October 01, 2024.
6.1.4. Exit Load:94
6.1.4.1. In case client portfolio is redeemed in part or full, the exit load charged
shall be as under:
6.1.4.1.1. In the first year of investment, maximum of 3% of the amount
redeemed.
93 SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/35 dated May 02, 2024
94 SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
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6.1.4.1.2. In the second year of investment, maximum of 2% of the amount
redeemed.
6.1.4.1.3. In the third year of investment, maximum of 1% of the amount
redeemed.
6.1.4.1.4. After a period of three years from the date of investment, no exit
load.
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 services95.
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 applicable96.
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 Liability97
6.1.6.1. The PM Regulations98 provide that the agreement between the
portfolio manager and the client shall, inter alia, contain, in case of a
95 SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/0000000679 dated December 10, 2021
96 SEBI/HO/IMD/IMD-I DOF1/P/CIR/2021/693 dated December 21, 2021
97 SEBI Cir. /IMD/DF/13/2010 dated October 5, 2010
98 Regulation 22(2)(m) of the SEBI (Portfolio Managers) Regulations, 2020
Page 61 of 207
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.
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7. GRIEVANCE REDRESSAL
7.1. Dispute Resolution99
7.1.1. The PM Regulations100 provide for settlement of grievances/disputes and
provision for arbitration in the portfolio manager – client agreement.
7.1.2. In case of any dispute regarding fees and charges, the same shall be
referred to arbitration for settlement as per the terms of the agreement,
under the Arbitration and Conciliation Act, 1996.
7.2. Disclosure of Investor Complaints by Portfolio Managers on their
websites101
7.2.1. In order to enhance transparency in the Investor Grievance Redressal
Mechanism, all Portfolio Managers on a monthly basis shall disclose on
their websites, the data pertaining to all complaints including SCORES
complaints received by them in the format mentioned in Annexure 7A of
this Master Circular. The information shall be made available by 07th of the
succeeding month.
7.2.2. Further, the Portfolio Managers are advised to display link/option on their
websites and mobile apps so as to enable their clients to lodge complaint
with them directly. Additionally, link to SEBI Complaints Redress System
(“SCORES”) website and the link to download the SCORES mobile app
may also be provided by the Portfolio Managers on their websites.
99 SEBI Cir. /IMD/DF/13/2010 dated October 5, 2010
100 Regulation 22 read with clause 18 of Schedule IV of the SEBI (Portfolio Managers) Regulations, 2020
101 SEBI/HO/IMD/IMD-II_DOF7/P/CIR/2021/681 dated December 10, 2021
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ANNEXURES
1 Annexure 1A: Online Processing of Portfolio Manager Applications
2 Annexure 2A: Guidelines for Advertisements by Registered Portfolio Managers
3 Annexure 2B: Code of Conduct for Distributors of Portfolio Management
Services
4 Annexure 3A: Format of obtaining the consent from the client
5 Annexure 4A: 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
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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 receipt of the Log-in ID and Password the applicant should fill up all the
details by clicking “Fresh Registration” under the tab “Portfolio Manager”
given on the SEBI Intermediary Portal (“SI Portal”).
d. All instructions on how to fill the details under every tab should be read before
filling the online form. The same can be accessed by clicking the “Blue
Question Mark” on the top right hand corner of every page.
e. The details filled under every tab should be saved by clicking on the “Saved
Draft” button as soon as a particular tab is completely filled up.
f. Once all the details are filled up, the applicant should submit the online
application form by clicking the “Final Submit” button.
g. After SEBI approval, the applicant will be required to fill the fee details. The
same will be sent through a mail which can be accessed by clicking the link
“My Worklist” on the home page of SEBI Intermediary Portal.
h. Inside the mail, there will be a link “Enter Fee Details” through which the
applicant has to enter the fee details and save it.
i. Once the details relating to fees are entered and saved, it must be adjusted
against the outstanding amount as per the instructions given in the “blue
question mark” on the top right hand corner of the page.
j. Once the fees are adjusted, the fee details must be saved and then
submitted, by clicking the “Submit” button in the e-mail, to SEBI for final
approval.
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Online Process for Updation of Information
a. There can be any change in information that a registered Portfolio Managers
can undergo during its operations.
b. Apart from sending the physical copy of such changes in information to SEBI,
the same should be updated on the SEBI Intermediary Portal.
c. It can be done by clicking “Updation of Registration” under the tab “Portfolio
Manager” given on the SEBI Intermediary Portal.
d. All instructions to fill the details under every tab can be accessed by clicking
the “Blue Question Mark” on the top right hand corner of every page.
e. The details changed under every tab should be saved by clicking on the
“Saved Draft” button.
f. Once the changed details are updated, the applicant should 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.
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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 activities of the Portfolio Manager, than what it really is.
(ii) An inaccurate portrayal of the past performance or portrayal in a manner
which implies that past gains or income will be repeated in future.
1.3. The advertisement shall not be so designed in content and format or in print
as to be likely to be misunderstood, or likely to disguise the significance of
any statement. Advertisement shall not contain statements which directly or
by implication or by omission mislead the investor.
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1.4. The publicity literature should contain only information, the details of which
are contained in the Portfolio Managers scheme particulars.
1.5. As the investors may not be sophisticated in legal or financial matters, care
should be taken that the advertisement is set forth in a clear, concise and
understandable manner. Extensive use of technical or legal terminology or
complex language and the inclusion of excessive details which may detract
the investors should be avoided.
1.6. The advertisement shall not contain information, the accuracy of which is to
any extent dependent on assumptions.
1.7. The advertisement shall not contain any promise or guarantee of
assured/fixed return to the investors, either directly or indirectly.
1.8. The advertisement shall not compare one Portfolio Manager with another,
implicitly or explicitly, unless the comparison is fair and all information
relevant to the comparison is included in the advertisement.
2. OBSERVANCE OF CODE OF ADVERTISEMENT
2.1. Every Portfolio Manager shall strictly observe the Code of Advertisement set
out in paragraph 1 given above. Any breach of the Code would be construed
as breach of Code of conduct set out in Schedule III to the Securities and
Exchange Board of India (Portfolio Managers) Regulations, 2020.
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Annexure 2B: Code of Conduct for Distributors of Portfolio Management
Services
1. The Code of Conduct, as provided hereunder, shall be applicable to all persons
involved in the distribution of Portfolio Management Services.
2. All distributors shall:
i. 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.
ii. Maintain high standards of integrity, promptitude and fairness in the conduct
of all their business.
iii. Act with due skill, care and diligence in the conduct of all their business.
iv. Consider investor's interest, risk profiling and suitability to their financial
needs while marketing Portfolio Management Services.
v. Take necessary steps to ensure that the clients’ interest is protected.
vi. Ensure that commission or incentive shall never form the basis for
recommending Portfolio Management Services.
vii. 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.
viii. Disclose to the clients all material information including the details of
distribution commissions for various Investment Approaches.
ix. Assist clients in completing Know Your Client (“KYC”) and In-Person
Verification related procedures.
x. Provide full and latest information about investment approaches and also
highlight the assumptions made in performance calculations, risk
assessments, performance projections etc., if any, for such investment
approaches.
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xi. Inform the clients about the risks and level of control over the administration
of Portfolio associated with the type of Portfolio Management Services
offered (i.e. Discretionary, Non-discretionary or Advisory).
xii. Abstain from assuring returns in any type of Investment Approach and from
any kind of mis-representation.
xiii. Abstain from attracting clients through unethical means such as offer of
rebate/gifts etc.
xiv. Maintain necessary infrastructure to provide support to clients in timely
receipt of disclosure document, statement of portfolio and performance,
statement of fees, audit report, etc.
xv. Maintain confidentiality of clients’ details, deals and transactions, which they
come to know in their business relationship.
xvi. Abstain from making negative statements about other Portfolio Managers or
Investment Approaches. Make comparisons, if any, only with the similar and
comparable products along with complete facts.
xvii. Not indulge in any manipulative, fraudulent or deceptive practices or spread
rumours with a view to make personal gain.
xviii. Hold valid Certification, as specified by SEBI, at all times.
****
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Annexure 3A: Format of obtaining the consent from the client
1. This document is for obtaining the consent/dissent for investment by Portfolio
Manager in its associates/related parties.
2. As per SEBI (Portfolio Managers) Regulations, 2020, the limits applicable for
investment in the securities of associates/related parties of Portfolio Manager
are as under:
Security Limit for investment in Limit for investment
single associate/related across multiple
party (as percentage of associates/related
client’s AUM) parties (as percentage of
client’s AUM)
Equity 15% 25%
Debt and hybrid 15% 25%
securities
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:
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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:
Security Limit for investment in Limit for investment
single across multiple
associate/related party associates/related
(as percentage of parties (as percentage of
client’s AUM) client’s AUM)
Equity
Debt and hybrid securities
Equity + Debt + Hybrid
securities
6. In case of passive breach of investment limits (i.e., occurrence of instances not
arising out of omission and/or commission of Portfolio Manager) as decided at
paragraph 5 above, a rebalancing of the portfolio is required to be completed
by Portfolio Managers within a period of 90 [calendar]102 days from the date of
such breach. However, the client may give an informed, prior positive consent
to the Portfolio Manager for a waiver from the requirement of rebalancing of the
portfolio to rectify the passive breach of investment limits. The client may
choose not to provide any waiver.
102 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
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7. Please indicate consent or dissent as under:
Limits on investment
Consent: Portfolio Manager can invest in the securities of its
associates/related parties within the limits agreed upon at paragraph 5 above.
Dissent: Portfolio Manager cannot invest in the securities of its
associates/related parties.
Waiver from rebalancing of portfolio on passive breach of investment limits
Consent: Portfolio Manager need not rebalance the portfolio on passive
breach of investment limits.
Dissent: Portfolio Manager should rebalance the portfolio on passive breach
of investment limits.
Signature of the client
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Annexure 4A: Illustration for Annexure on Fees and Charges103
This computation is for illustrative purpose only. Portfolio Managers may suitably
modify this to reflect their fees and charges.
The assumptions for the illustration are as follows:
a. Size of sample portfolio: ₹50 lacs104 over
b. Period: 1 year
c. Hurdle Rate: 10% of amount invested
d. Brokerage/ DP charges/ transaction charges: Weighted Average of such
charges (as a percentage of assets under management) levied in the past
year/ in case of new portfolio managers indicative charges as a percentage
of assets under management (e.g. 2%)
e. Management fee (e.g. 2%)
f. Performance fee (e.g. 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 ₹ Amount in ₹
Capital Contribution 50,00,000105
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 60,00,000
year
Less: Brokerage/DP charges/any other 1,00,000
similar charges (e.g. 2% of ₹50,00,000)
Less: Management Fees (if any) (e.g. 2% of 1,00,000
₹50,00,000)
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)
103 SEBI Cir. /IMD/DF/13/2010 dated October 5, 2010
104 Clause 3 (v) of SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020
105 Illustration has been suitably updated to consider minimum investment amount of ₹50 lakh.
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Total charges during the year 3,00,000
Net value of the portfolio at the end of the 57,00,000
year
% change over capital contributed 14.00%
Calculation of Performance Fees for above
Serial Nature of Fees Amount in ₹
A Profit for the year 10,00,000
B Less: Minimum profit level (Hurdle Rate @10% on 5,00,000
₹50,00,000)
C Amount on which Profit Sharing Fees to be 5,00,000
calculated (B-A)
D Performance Fees (@20% of C) 1,00,000
Portfolio performance: Loss of 20%
Nature of Fees Amount in ₹ Amount in ₹
Capital Contribution 50,00,000
Less: Any other fees (please enumerate) XX
Assets under Management 50,00,000
Less: Loss on investment during the year @
20% on assets under management 10,00,000
Gross value of the portfolio at the end of the 40,00,000
year
Less: Brokerage/DP charges/any other 1,00,000
similar charges (e.g. 2% of ₹50,00,000)
Less: Management Fees (if any) (e.g. 2% of 1,00,000
₹50,00,000) XX
Less: Performance fees (if any) XX
Less: Any other fees (please enumerate)
2,00,000
Total charges during the year
Net value of the portfolio at the end of the 38,00,000
year
% change over capital contributed (24.00%)
Charges on Portfolio performance: No change
Nature of Fees Amount in ₹ Amount in ₹
Capital Contribution 50,00,000
Less: Any other fees (please enumerate) XX
Assets under Management 50,00,000
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Add: Profits/Losses on investment during the
year @ 0% on assets under management 0
Gross value of the portfolio at the end of the 50,00,000
year
Less: Brokerage/DP charges/any other 1,00,000
similar charges (e.g. 2% of ₹50,00,000)
Less: Management Fees (if any) (e.g. 2% of 1,00,000
₹50,00,000) 0
Less: Performance fees (if any) XX
Less: Any other fees (please enumerate)
2,00,000
Total charges during the year
Net value of the portfolio at the end of the 48,00,000
year
% change over capital contributed (4.00%)
Note: The frequency of charging various fees may be specified for every type
of fees in the illustration
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Annexure 4B: Format of Investor Charter in Respect 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 the
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portfolio under the Discretionary and/ or Non-Discretionary Funds
Management Service should be Rs.50 lakhs as per the current SEBI
Regulations. However, the PMS provider reserves the right to prescribe a
higher threshold product-wise or in any other manner at its sole discretion.
The PMS provider will ascertain the investor’s investment objectives to
achieve optimal returns based on his risk profile. Under the Discretionary
Portfolio Management service, investment decisions are at the sole
discretion of the PMS provider if they are in sync with the investor’s
investment objectives. Under the Non-Discretionary Portfolio Management
service, investment decisions taken at the discretion of the Investor.
ii. Investment Advisory Services: -
Under these services, the Client is advised on buy/sell decision within the
overall profile without any back-office responsibility for trade execution,
custody of securities or accounting functions. The PMS provider shall be
solely acting as an Advisor to the Client and shall not be responsible for the
investment/divestment of securities and/or administrative activities on the
client’s portfolio. The PMS provider shall act in a fiduciary capacity towards
its Client and shall maintain arm’s length relationship with its other activities.
The PMS provider shall provide advisory services in accordance with
guidelines and/or directives issued by the regulatory authorities and/or the
Client from time to time in this regard.
iii. Client On-boarding
a. Ensuring compliance with KYC and AML guidelines.
b. franking & signing the Power of Attorney to make investment decisions
on behalf of the investor.
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c. opening demat account and funding of the same from the investor’s
verified bank account and/or transfer of securities from verified demat
account of the investor and
d. Mapping the said demat account with Custodian.
iv. Ongoing activities
a. To provide periodic statements to 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.
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Timelines of the services provided to investors are as follows:
Sr. No. Service / Activity Timeline
1 Opening of PMS account 7 days from receipt of all requisite documents
(including demat account) for from the client, subject to review of the
residents. documents for accuracy and completeness by
portfolio manager and allied third party service
providers as may be applicable.
2 Opening of PMS account 14 days from receipt of all requisite documents
(including demat account) for from the client, subject to review of the
non-individual clients. documents for accuracy and completeness by
portfolio manager and allied third party service
providers as may be applicable.
3 Opening of PMS account 14 days from receipt of all requisite documents
(including demat account, bank from the client, subject to review of the
account and trading account) documents for accuracy and completeness by
for non-resident clients. portfolio manager and allied third party service
providers as may be applicable.
4 Registration of nominee in Registration of nominee should happen along
PMS account and demat with account opening, therefore turnaround
account. time should be same as account opening
turnaround time.
5 Modification of nominee in 10 days from receipt of requisite nominee
PMS account and demat modification form, subject to review of the
account. documents for accuracy and completeness by
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Sr. No. Service / Activity Timeline
portfolio manager and allied third party service
providers as may be applicable.
6 Uploading of PMS account in 10 days from date of account opening
KRA and CKYC database. (Portfolio Manager may rely on the custodian
for updating the same).
7 Whether portfolio manager is At the time of client signing the agreement; this
registered with SEBI, then information should be a part of the account
SEBI registration number. opening form and disclosure document.
8 Disclosure about latest Disclosure of portfolio manager's total AUM -
networth of portfolio manager monthly to SEBI
and total AUM. Disclosure of latest networth should be done in
the disclosure document whenever there are
any material changes.
9 Intimation of type of PMS At the time of client signing the agreement;
account – discretionary. this information should be a part of the
account opening form.
10 Intimation of type of PMS At the time of client signing the agreement;
account - non discretionary. this information should be a part of the
account opening form.
11 Intimation to client what At the time of client signing the agreement;
discretionary account entails this information should be a part of the
and powers that can be account opening form.
exercised by portfolio
manager.
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Sr. No. Service / Activity Timeline
12 Intimation to client what At the time of client signing the agreement;
nondiscretionary account this information should be a part of the
entails and powers that can be account opening form.
exercised by portfolio
manager.
13 Copy of executed PMS Within 3 days of client request.
agreement sent to client.
14 Frequency of disclosures of All details regarding client portfolios should be
available eligible funds. shared quarterly (point 26).
15 Issuance of funds and This data should be shared on a quarterly
securities balance statements basis or upon client request.
held by client.
16 Intimation of name and demat Within 3 days of PMS and demat account
account number of custodian opening.
for PMS account.
17 Conditions of termination of At the time of client signing the agreement;
contract. this information should be a part of the
account opening form.
18 Intimation regarding PMS fees At the time of client signing the agreement;
and modes of payment or this information should be a part of the
frequency of deduction. account opening form.
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Sr. No. Service / Activity Timeline
19 POA taken copy providing to Within 3 days of client request.
client.
20 Intimation to client about what At the time of client signing the agreement;
all transactions can portfolio this information should be a part of the
manager do using PoA. account opening form.
21 Frequency of providing Annual.
audited reports to clients
22 Explanation of risks involved in At the time of client signing the agreement;
investment. this information should be a part of the
account opening form.
23 Intimation of tenure of portfolio Indicative tenure should be disclosed at the
investments. time of client signing the agreement; this
information should be a part of the account
opening form.
24 Intimation clearly providing Negative list of securities should be taken from
restrictions imposed by the the client at the time of client signing the
investor on portfolio manager. agreement; this information should be a part of
the account opening form.
25 Intimation regarding settling of Settlement of funds and securities is done by
client funds and securities. the Custodian. The details of clients’ funds
and securities should be sent to the clients in
the prescribed format not later than on a
quarterly basis.
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Sr. No. Service / Activity Timeline
26 Frequency of intimation of Not later than on a quarterly basis or upon
transactions undertaken in clients' request.
portfolio account.
27 Intimation regarding conflict of The portfolio manager should provide details
interest in any transaction. of related party transactions and conflict of
interest in the Disclosure Document which
should be available on website of portfolio
manager at all times.
28 Timeline for providing The latest disclosure document should be
disclosure document to provided to investors prior to account opening
investor. and the latest disclosure documents should be
available on website of portfolio manager at all
times.
29 Intimation to investor about Within 3 days of PMS and demat account
details of bank accounts where
client funds are kept.
30 Redressal of investor Within 30 days, subject to all the information
grievances. 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
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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 System). SCORES is a centralised online
complaint resolution system through which the complainant can take up his
grievance against the PMS provider and subsequently view its status.
(https://scores.gov.in/scores/Welcome.html )
b. The details such as the name, address and telephone number of the investor
relations officer of the PMS provider who attends to the investor queries and
complaint should be provided in the PMS Disclosure document.
c. The grievance redressal and dispute mechanism should be mentioned in the
Disclosure Document.
d. Investors can approach SEBI for redressal of their complaints. On receipt of
complaints, SEBI takes up the matter with the concerned PMS provider and
follows up with them.
e. Investors may send their complaints to: Office of Investor Assistance and
Education, Securities and Exchange Board of India, SEBI Bhavan. Plot No.
C4-A, ‘G’ Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051.
E. Expectations from the investors (Responsibilities of investors)
1. Check registration status of the intermediary from SEBI website before
availing services.
2. Submission of KYC documents and application form in a timely manner with
signatures in appropriate places and with requisite supporting documents.
3. Read carefully terms and conditions of the agreement before signing the
same.
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4. Thorough study of the Disclosure Documents of the PMS to accurately
understand the risks entailed by the said investment in PMS.
5. Accurate and sincere answers given to the questions asked in the ‘Risk
Questionnaire’ shall help the PMS provider properly assess the risk profile of
the investor.
6. Thorough study of the quarterly statements sent by the PMS provider to the
investor intimating him about the portfolio’s absolute and relative performance,
its constituents and its risk profile.
7. Ensure providing complete details of negative list of securities as part of
freeze instructions at the time of entering into PMS agreement and every time
thereafter for changes, if any, in a timely manner.
8. To update the PMS provider in case of any change in the KYC documents
and personal details and to provide the updated KYC along with the required
proof.
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Annexure 4C: Format for disclosure of Performance of the Portfolio Manager
(As per Regulation 22 (4) (e) of SEBI (Portfolio Managers) Regulations, 2020)
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Annexure 5A: Format for Monthly Report to SEBI
Report for the month of ________ FY _____
Type of Services Offered
Sl. No. Type of Service Offered Whether the service is offered
1 Discretionary Service Yes/No
2 Non-Discretionary Service Yes/No
3 Advisory Service Yes/No
4 Co-investment Service Yes/No
I. Data for Discretionary Services
A. Break-up of clients of the Portfolio Manager
Domestic Clients Foreign Clients
PF/ Corporates Non- Non FPI Others Total
EPFO Corporates Residents
Particulars
No. of unique Clients as
on last day of the month
Assets under
Management (AUM) as
on last day of the month
B. Break-up of assets under management of the Portfolio Manager
Investment Assets Under Management as on last day of the month (in INR crores)
Approach Equity Plain Debt Structured Debt Derivatives Mutual Others Total
Listed Unlisted Listed Unlisted Listed Unlisted Equity Commodity Others Funds
Approach 1
Approach 2
---
Approach
‘N’
Total
C. Funds Inflow/ Outflow
Investment Funds Inflow/Outflow in the Approach Funds Inflow/Outflow in the Approach During
Approach During the Month the FY
Inflow Outflow Net Inflow Inflow during Outflow Net Inflow
during the during the (+ve)/ the FY since during the FY (+ve)/ Outflow
month month Outflow (- April 01 to since April 01 (-ve) during the
____ to ____
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(in INR (in INR ve) during (in INR (in INR FY since April
crores) crores) the month crores) crores) 01 to ____
(in INR (in INR crores)
crores)
Approach 1
Approach 2
---
Approach
‘N’
Total
D. Transaction Data
Sl. No. Particulars Figures
1 Sales in the month (in INR crores )
2 Purchases in the month (in INR crores )
3 Portfolio Turnover Ratio = (Higher of Purchases or Sales in the
month /Average AUM)
Note: Average AUM to be computed based on daily average
E. Performance Data106
106 Updated vide SEBI Circular No. SEBI/HO/IMD/IMD-PoD-2/P/CIR/2022/172 dated December 16, 2022
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II. Data for Non- Discretionary Services
F. Break-up of clients of the Portfolio Manager
Domestic Clients Foreign Clients
PF/ Corporates Non- Non FPI Others Total
EPFO Corporates Residents
Particulars
No. of unique
Clients as on last
day of the month
Assets under
Management
(AUM) as on last
day of the month
G. Break-up of assets under management of the Portfolio Manager
Assets Under Management as on last day of the month (in INR crores)
Equity Plain Debt Structured Debt Derivatives Mutual Others Total
Funds
Listed Unlisted Listed Unlisted Listed Unlisted Equity Commodity Others
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H. Funds Inflow/ Outflow
Funds Inflow/Outflow During the Month Funds Inflow/Outflow During the FY
Inflow Outflow Net Inflow Inflow during the Outflow during Net Inflow (+ve)/
during the during the (+ve)/ Outflow FY since April 01 the FY since Outflow (-ve)
month month (-ve) during the to ____ April 01 to ____ during the FY
(in INR (in INR month (in INR crores) (in INR crores) since April 01 to
crores) crores) (in INR crores) ____
(in INR crores)
I. Transaction Data
Sl. No. Particulars Figures
1 Sales in the month (in INR crores )
2 Purchases in the month (in INR crores )
3 Portfolio Turnover Ratio = (Higher of Purchases or Sales in the
month /Average AUM)
Note: Average AUM to be computed based on daily average
J. Performance Data
Returns (%) Portfolio Turnover Ratio
AUM (in INR Cr)
1 month 1 year 1 month 1 year
III. Data for Advisory Services
K. Break-up of client base of the Portfolio Manager
Domestic Clients Foreign Clients
PF/ Corporates Non- Non FPI Others Total
Type of Client EPFO Corporates Residents
No. of unique Clients as
on last day of the month
Value of the Assets for
which Advisory
Services are being
given (Amount in INR
crores)
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IV. Data for Co-investment Services
L. Break-up of clients of the Portfolio Manager
Domestic Clients Foreign Clients
Corporates Non- Corporates Non Others Total
Type of Client Corporates Residents Clients
No. of unique Clients
as on last day of the
month
Value of the Assets
for which Co-
investment
Services are being
given (Amount in
INR crores)
M. Break-up of assets under management of the Portfolio Manager
Funds Funds Assets Under Management as on last day of the month (in INR crores)
In- Out- Equity Plain Debt Structured Debt Others Total
flow flow
in the in the
month month
Note: AUM may be calculated on cost basis or in any manner as may be specified
by SEBI
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V. Data on Complaints
Type of Client Total No. of complaints
Pending at the Received during Resolved during Pending at the end of
beginning of the month the month the month
the month
Domestic - PF/
EPFO
Domestic
Corporates
Domestic Non-
Corporates
Foreign – NR
Foreign – FPI
Foreign -Others
Total
Note: Data on investor complaints registered through SCORES or which are directly received
by Portfolio Manager to be provided
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Annexure 5B: Offsite Inspection Reporting Formats107
Certain fields are marked non-mandatory, however, Portfolio Managers shall submit such data if it is
available with them. Non-mandatory fields are marked as such to deal with specific use cases where such
data will not be available with Portfolio Managers, for instance, Custodian is not required for advisory
services of Portfolio Managers, however, Portfolio Managers providing Discretionary/Non-Discretionary
services shall provide custodian details.
1. PMS_Inspection_PM_Master
1.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
2 <YEAR> STRING Y 20XX to 21XX Year of Report for this
XML File
<year></year>
</YEAR>
3 <MONTH> STRING Y January Month of Report for
February this XML File
<month></month>
March
</MONTH> April
May
June
107 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
Page 94 of 207
July
August
September
October
November
December
1.2. PMS_Master [<PMS_Master></PMS_Master>] – Only one occurrence
Sr. Tag Data Mandator Allowed Comments
No. Type y Character
1 <PM_NAME></PM_NAME> STRING Y Maximum length Name of Portfolio
allowed: 100 Manager
2 <PM_PAN> </PM_PAN> STRING Y Length allowed: PAN of Portfolio
10 Manager
3 <PM_PO_PAN> STRING Y Length allowed: PAN of Principle Officer
10
</PM_PO_PAN>
4 <PM_PO_NAME></PM_PO_NAME> STRING Y Maximum length Name of Principal
allowed: 100 Officer
5 <PM_PO_DOJ></PM_PO_DOJ> DATE Y YYYY-MM-DD Principal Officer’s Date
of Joining
6 <PM_SEBI_REG_NO></PM_SEBI_REG_NO> STRING Y Maximum length SEBI Reg. Number of
allowed: 20 Portfolio Manager
Page 95 of 207
Sr. Tag Data Mandator Allowed Comments
No. Type y Character
7 <PM_CO_PAN></PM_CO_PAN> STRING Y Length allowed: PAN of Compliance
10 Officer
8 <PM_CO_NAME></PM_CO_NAME> STRING Y Maximum length Name of Compliance
allowed: 100 Officer
9 <PO_NISM_CERTIFICATE_NO></PO_NISM_CER STRING N Maximum length Principal Officer's NISM
TIFICATE_NO> allowed: 20 Certificate Number
10 <PO_NISM_CERTIFIC_DATE></PO_NISM_CERTI DATE N YYYY-MM-DD Date of NISM certificate
FIC_DATE>
11 <FIU_REG_NO></FIU_REG_NO> STRING N Maximum length FIU Reg Number
allowed: 20
12 <KRA_REG_NO></KRA_REG_NO> STRING N Maximum length Institution code issued
allowed: 20 by KRA
In case of registration
with multiple KRA
agencies, provide any
one KRA agency
registration number
13 <CERSAI_REG_NO></CERSAI_REG_NO> STRING N Maximum length Institution code issued
allowed: 20 by CERSAI
14 <SCORE_REG_NO></SCORE_REG_NO> STRING Y Maximum length SEBI SCORES
allowed: 20 registration number
Page 96 of 207
Sr. Tag Data Mandator Allowed Comments
No. Type y Character
15 <WEBLINK></WEBLINK> STRING N Maximum length Website of the Portfolio
allowed: 500 Manager
16 <FO_SYSTEM_NAME></FO_SYSTEM_NAME> STRING N Maximum length Name of Front Office
allowed: 100 Trading System
17 <BO_SYSTEM_NAME></BO_SYSTEM_NAME> STRING N Maximum length Name of Back Office
allowed: 100 Accounting System or
Fund accountant
18 <PM_SURRENDER_DATE></PM_SURRENDER_ DATE N YYYY-MM-DD Date of approval of
DATE> application for surrender
by SEBI
19 <PM_NET_WORTH></PM_NET_WORTH> FLOAT Y DECIMAL(24,4) Latest Audited Net-
Worth.
20 <PM_NET_WORTH_DATE></PM_NET_WORTH_ DATE Y YYYY-MM-DD Please specify the date
DATE> as of which the audited
net worth provided in
field <
PM_NET_WORTH> is
calculated. For
example, if the net worth
is determined as of
March 31, 2024, please
provide 2024-03-31,
similarly, if the net worth
Page 97 of 207
Sr. Tag Data Mandator Allowed Comments
No. Type y Character
is determined as of June
30, 2024, then the entry
should read 2024-06-
30.
2. PMS_Inspection_Client_Master
2.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
2 STRING Y 20XX to 21XX Year of Report for this
XML File
<YEAR>
<year></year>
</YEAR>
3 <MONTH> STRING Y January Month of Report for this
February XML File
<month></month>
March
</MONTH> April
May
June
July
August
Page 98 of 207
September
October
November
December
2.2. Client_Master [<Client_Master></Client_Master>] – None or more occurrences allowed
Important Note:
 Kindly ensure that each of the UNIQUE_CLIENT_CODE, CLIENT_FOLIO_NO and CLIENT_BOID combination should be
uniquely identified in this report.
 No two entries for same UNIQUE_CLIENT_CODE, CLIENT_FOLIO_NO and CLIENT_BOID combination should be present.
 2 entries of UNIQUE_CLIENT_CODE + CLIENT_FOLIO_NO + CLIENT_BOID , i.e., - one entry with BOID NULL and another
with valid BOID, shall not be considered as Valid.
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
1 <UNIQUE_CLIENT_CODE></UNIQUE_CLIENT STRING Y Maximum length Unique code for each investor
_CODE> allowed: 20 based on agreement and
holding nature. Mandatory if
account is active.
2 <CLIENT_FOLIO_NO> STRING N Maximum length Folio no. of the client. Provide
</CLIENT_FOLIO_NO> allowed: 20 Unique Client Code, if folio no.
not maintained. This value
cannot be NULL, if
CLIENT_BOID is not NULL.
Page 99 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
3 <CLIENT_PAN> STRING Y Length allowed: Client PAN
</CLIENT_PAN> 10
4 <CLIENT_BOID></CLIENT_BOID> STRING N Length allowed: BOID of the client. For
16 investors having investments
only in MF Units in SOA
format, BOID may not be
provided.
Individual
5 <CLIENT_CATEGORY></CLIENT_CATEGORY STRING Y
Resident
>
Individual Non
Resident
HUF
Corporate
Resident
Corporate Non-
Resident
Association of
Persons
Body of
Individuals
Partnership Firm
Limited Liability
Partnership
Trust
Page 100 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
FPI
Other
General
5 <CLIENT_SUB_CATEGORY></CLIENT_SUB_ STRING Y
Accredited
CATEGORY>
Large Value
Accredited
Co-investment
Eligible
Investment Fund
Not Applicable
7 <SERVICE_CATEGORY> STRING Y Discretionary
</SERVICE_CATEGORY> Non-Discretionary
Advisory
8 <CLIENT_FIRST_NAME></CLIENT_FIRST_NA STRING Y Maximum length
ME> allowed: 100
9 <CLIENT_MIDDLE_NAME></CLIENT_MIDDLE STRING N Maximum length
_NAME> allowed: 35
10 <CLIENT_LAST_NAME></CLIENT_LAST_NAM STRING N Maximum length
E> allowed: 35
11 <CLIENT_ADDRESS></CLIENT_ADDRESS> STRING Y Maximum length
allowed: 300
Page 101 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
12 <CLIENT_CITY></CLIENT_CITY> STRING N Maximum length
allowed: 100
13 <CLIENT_STATE></CLIENT_STATE> STRING N Maximum length
allowed: 35
14 <CLIENT_PINCODE></CLIENT_PINCODE> INT N Length allowed: 4
to 6
15 <CLIENT_COUNTRY></CLIENT_COUNTRY> STRING N Maximum length
allowed: 35
16 <CLIENT_PRIMARY_MOBILE_NO></CLIENT_ STRING N Length allowed: 7 Please specify STD/ISD
PRIMARY_MOBILE_NO> to 15 Codes. Acceptable pattern is
as follows:
1st char (optional)-> + or 0
2nd char -> 1 – 9
3rd char onwards -> 0 - 9
Acceptable values are:
+123456
1234567
0123456789
Page 102 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
Not acceptable:
00123456
+012345678
17 <CLIENT_EMAIL> STRING N Maximum length
allowed: 100
</CLIENT_EMAIL>
18 <JOINT_HOLDER_1_NAME></JOINT_HOLDE STRING N Maximum length Second Holder name (Joint
R_1_NAME> allowed: 150 holder 1), mandatory if mode
of holding is joint
19 <JOINT_HOLDER_1_PAN></JOINT_HOLDER_ STRING N Length allowed: Joint Holder 1 PAN,
1_PAN> 10 mandatory if mode of holding
is joint
20 <JOINT_HOLDER_2_NAME></JOINT_HOLDE STRING N Maximum length Third Holder name (Joint
R_2_NAME> allowed: 150 Holder 2), mandatory if mode
of holding is joint and 2 holders
are there
21 <JOINT_HOLDER_2_PAN> STRING N Length allowed: Joint Holder 2 PAN,
</JOINT_HOLDER_2_PAN> 10 mandatory if mode of holding
is joint and 2 holders are there
22 <HOLDING_NATURE></HOLDING_NATURE> STRING Y Single SINGLE
Anyone or Survior
Page 103 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
Joint ANYONE OR SURVIOR
First or Survior
JOINT
Not Applicable
FIRST OR SURVIOR
NOT APPLICABLE (FOR
NON INDIVIDUALS)
23 <NOMINEE_1_NAME></NOMINEE_1_NAME> STRING N Maximum length
allowed: 100
24 <NOMINEE_1_PAN_NO> STRING N Length allowed:
</NOMINEE_1_PAN_NO> 10
25 <NOMINEE_2_NAME></NOMINEE_2_NAME> STRING N Maximum length
allowed: 100
26 <NOMINEE_2_PAN_NO> STRING N Length allowed:
</NOMINEE_2_PAN_NO> 10
27 <NOMINEE_3_NAME></NOMINEE_3_NAME> STRING N Maximum length
allowed: 100
28 <NOMINEE_3_PAN_NO> STRING N Length allowed:
</NOMINEE_3_PAN_NO> 10
Page 104 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
29 <FIRST_HOLDER_GENDER></FIRST_HOLDE STRING N Male
R_GENDER> Female
Other
NA
30 <FIRST_HOLDER_DOB>/FIRST_HOLDER_DO DATE N YYYY-MM-DD Date of Birth of First holder
B>
For non-individuals, date of
incorporation will be captured
wherever available
31 <FIRST_HOLDER_NATIONALITY></FIRST_H STRING N Maximum length Nationality of First holder
OLDER_NATIONALITY> allowed: 40
32 <FIRST_HOLDER_OCCUPATION></FIRST_H STRING N Maximum length Occupation of First Holder
OLDER_OCCUPATION> allowed: 100
33 <DATE_OF_PMS_ACCOUNT_ACTIVATION></ DATE N YYYY-MM-DD PMS Account Activation date
DATE_OF_PMS_ACCOUNT_ACTIVATION>
34 <IS_ACCOUNT_ACTIVE></IS_ACCOUNT_ACT BOOL Y true Active Account – True
IVE>
false Inactive Account – False
Examples of inactive
accounts:
Page 105 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
 UCC created but funds
not received.
 Full Redemption
request received, but
full and final settlement
is pending.
 Insufficient funds and
client not reachable
35 <INACTIVE_SINCE></INACTIVE_SINCE> DATE N YYYY-MM-DD Mandatory for inactive
accounts. If account inactive
on account of complete
withdrawal of funds, the date
as mentioned written request
has to be mentioned.
36 <ACCOUNT_INACTIVITY_DESC> STRING N Maximum length Reason for tagging account
</ACCOUNT_INACTIVITY_DESC> allowed: 200 as inactive.
Reasons may be one of the
below:
1. Insufficient funds and
client not reachable
Page 106 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
2. Demat account opened
but no initial fund
transfer.
3. Written instruction
received for complete
redemption of funds.
4. Others – please
specify
The date of full and final
37 <DATE_OF_PMS_ACCOUNT_CLOSURE></DA DATE N YYYY-MM-DD
settlement shall be reported
TE_OF_PMS_ACCOUNT_CLOSURE>
as Account Closure Date.
3. PMS_Inspection_Client_Folio_Master
3.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
2 <YEAR> STRING Y 20XX to 21XX Year of Report for this
XML File
<year></year>
Page 107 of 207
</YEAR>
3 <MONTH> STRING Y January Month of Report for this
February XML File
<month></month>
March
</MONTH> April
May
June
July
August
September
October
November
December
3.2. Client_Folio [<Client_Folio></Client_Folio>]
Important Note:
 Kindly ensure that each of the UNIQUE_CLIENT_CODE, CLIENT_FOLIO_NO and CLIENT_BOID
combination entered in this report should exactly match with some entry of UNIQUE_CLIENT_CODE,
CLIENT_FOLIO_NO and CLIENT_BOID combination present in the CLIENT_MASTER report.
 Also, ensure that each of the UNIQUE_CLIENT_CODE, CLIENT_FOLIO_NO and CLIENT_BOID
combination should be uniquely identified in this report.
 No two entries for same UNIQUE_CLIENT_CODE, CLIENT_FOLIO_NO and CLIENT_BOID combination
should be present.
Page 108 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
1.
<UNIQUE_CLIENT_CODE></UNIQUE_CLIENT_C STRING Y Maximum length Unique code for each
ODE> allowed: 20 investor based on
agreement and holding
nature (i.e.
single/joint/etc.)
2.
<CLIENT_FOLIO_NO></CLIENT_FOLIO_NO> STRING Y Maximum length Folio no. of the client.
allowed: 20 Provide Unique Client
Code, if folio no. not
maintained.
3.
<AGREEMENT_DATE></AGREEMENT_DATE> DATE Y YYYY-MM-DD Date of agreement
4.
<INVESTMENT_APPROACH></INVESTMENT_AP STRING N Maximum length Name of Investment
PROACH> allowed: 50 Approach
5.
<INVESTMENT_STRATEGY></INVESTMENT_ST STRING Y Equity
RATEGY>
Debt
Hybrid
Multi
6.
<BENCHMARK></BENCHMARK> STRING Y Maximum length BENCHMARK INDEX
allowed: 50 selected by PM for the
strategy. Benchmark
Index names to be given
Page 109 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
exactly as provided by the
index provider.
7.
<CLIENT_BOID></CLIENT_BOID> STRING N Length allowed: BOID of the client. For
16 investors having
investments only in MF
Units in SOA format,
BOID may not be
provided.
8.
<CUSTODIAN_REG_NO></CUSTODIAN_REG_N STRING N Maximum length SEBI Registration
O> allowed: 20 Number of Custodian.
Mandatory for
Discretionary/Non-
Discretionary services.
9.
<CUSTODIAN_NAME></CUSTODIAN_NAME> STRING N Maximum length Name of Custodian.
allowed: 100 Mandatory for
Discretionary/Non-
Discretionary services.
10.
<IS_POWER_OF_ATTORNEY_EXECUTED></IS_ BOOL Y TRUE Power of Attorney
POWER_OF_ATTORNEY_EXECUTED> executed in favour of PM
FALSE
11.
<IS_PERMISSION_INVST_IN_ASSOCIATES></IS BOOL Y TRUE Whether client has given
_PERMISSION_INVST_IN_ASSOCIATES> permission for
FALSE
Page 110 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
investments in
associates/related parties
12.
<PERCENTAGE_INDIVIDUAL_EQUITY_CONSEN FLOAT N DECIMAL(5,2) Percent of AUM which
T></PERCENTAGE_INDIVIDUAL_EQUITY_CONS can be invested by PM in
ENT> the equity shares of one
associate/related party.
Only required if value is
true in Sr. No.11.
13.
<PERCENTAGE_TOTAL_EQUITY_CONSENT></P FLOAT N DECIMAL(5,2) Percent of AUM which
ERCENTAGE_TOTAL_EQUITY_CONSENT> can be invested by PM in
the equity shares of all its
associate/related party.
Only required if value is
true in Sr. No.11.
14.
<PERCENTAGE_INDIVIDUAL_DEBT_CONSENT> FLOAT N DECIMAL(5,2) Percent of AUM which
</PERCENTAGE_INDIVIDUAL_DEBT_CONSENT can be invested by PM in
> the debt and hybrid
securities of one
associate/related party.
Only required if value is
true in Sr. No.11.
Page 111 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
15.
<PERCENTAGE_TOTAL_DEBT_CONSENT></PE FLOAT N DECIMAL(5,2) Percent of AUM which
RCENTAGE_TOTAL_DEBT_CONSENT> can be invested by PM in
the debt and hybrid
securities of all its
associate/related party.
Only required if value is
true in Sr. No.11.
16.
<PERCENTAGE_TOTAL_LIMIT_CONSENT></PE FLOAT N DECIMAL(5,2) Percent of AUM which
RCENTAGE_TOTAL_LIMIT_CONSENT> can be invested by PM in
the equity, debt and
hybrid securities of all its
associate / related party.
Only required if value is
true in Sr. No.11.
17.
<IS_CONSENT_REBALANCE_PASSIVE></IS_CO BOOL Y TRUE Consent: need not
NSENT_REBALANCE_PASSIVE> rebalance the portfolio on
FALSE
passive breach – true
Need to rebalance the
portfolio on passive
breach – false
Only required if value is
true in Sr. No.11.
Page 112 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
18.
<IS_CONSENT_INVST_IN_EQUITY_DERIVATIVE BOOL Y TRUE Consent for investment in
> Equity Derivatives
FALSE
</IS_CONSENT_INVST_IN_EQUITY_DERIVATIVE
>
19.
<IS_CONSENT_INVST_IN_COMMODITY_DERIVA BOOL Y TRUE Consent for investment in
TIVE> Commodity Derivatives
FALSE
</IS_CONSENT_INVST_IN_COMMODITY_DERIV
ATIVE>
20.
<PERCENTAGE_DERIVATIVE_CONSENT></PER FLOAT Y DECIMAL(5,2) Percent of AUM which
CENTAGE_DERIVATIVE_CONSENT> can be invested in
derivatives
21.
<IS_CONSENT_LENDING></ BOOL Y TRUE Consent for lending of
IS_CONSENT_LENDING> securities.
FALSE
22.
<CLIENT_CUSTODIAN_CODE></CLIENT_CUSTO STRING Y Maximum length Custodian code of the
DIAN_CODE> allowed: 20 client
23.
<PM_DISTRIBUTOR_NAME></PM_DISTRIBUTO STRING N Maximum length Name of the Distributor
R_NAME> allowed: 100
24.
<PM_DISTRIBUTOR_PAN> STRING N Length allowed: PAN of the Distributor
10
<Is_Valid_PAN></Is_Valid_PAN>
Page 113 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
</PM_DISTRIBUTOR_PAN>
25.
<PERFORMANCE_FEE_DESCRIPTION></PERF STRING Y Maximum length Mode of charging
ORMANCE_FEE_DESCRIPTION> allowed: 100 performance fees in
description
26.
<PERCENTAGE_PERFORMANCE_FEE></PERC FLOAT Y DECIMAL(5,2) Performance fees
ENTAGE_PERFORMANCE_FEE> percentage
Page 114 of 207
4. PMS_Inspection_Client_Folio_AUM
4.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
2 <YEAR> STRING Y 20XX to 21XX Year of Report for this
XML File
<year></year>
</YEAR>
3 <MONTH> STRING Y January Month of Report for this
February XML File
<month></month>
March
</MONTH> April
May
June
July
August
September
October
November
December
Page 115 of 207
4.2. Client_Folio_AUM [<Client_Folio_AUM></Client_Folio_AUM>] – None or more occurrences allowed
Important Note: Kindly ensure that each of the UNIQUE_CLIENT_CODE and CLIENT_FOLIO_NO
combination entered in this report should exactly match with some entry of UNIQUE_CLIENT_CODE and
CLIENT_FOLIO_NO present in the CLIENT_FOLIO_MASTER Report.
Sr. Tag Data Mandator Allowed Comments
No Type y Character
.
1 <AUM_DATE></AUM_DATE> DATE Y YYYY-MM-DD
2 <UNIQUE_CLIENT_CODE></UNIQUE_CLIENT_CO STRIN Y Maximum Unique
DE> G length client code
allowed: 20
3 <CLIENT_FOLIO_NO></CLIENT_FOLIO_NO> STRIN Y Maximum Folio no. of
G length the client
allowed: 20 for which
AUM is
provided.
Provide
Unique
Client
Code, if
folio no.
not
maintaine
d.
Page 116 of 207
4 <CLIENT_FOLIO_UNITS></CLIENT_FOLIO_UNITS FLOAT N DECIMAL(24, No. of
> 4) units
under the
folio if
units are
maintaine
d by PMS
5 <CLIENT_FOLIO_AUM></CLIENT_FOLIO_AUM> FLOAT Y DECIMAL(24, AUM of
4) the folio in
INR. For
holidays
and
weekends,
provide
AUM of
preceding
working
day.
Page 117 of 207
5. PMS_Inspection_Client_Cap_Transactions
5.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
2 <YEAR> STRING Y 20XX to 21XX Year of Report for this
XML File
<year></year>
</YEAR>
3 <MONTH> STRING Y January Month of Report for this
February XML File
<month></month>
March
</MONTH> April
May
June
July
August
September
October
November
December
Page 118 of 207
5.2. Client_Cap_Transactions [<Client_Cap_Transactions></Client_Cap_Transactions>] – None or more
occurrences allowed
Important Note: Kindly ensure that each of the UNIQUE_CLIENT_CODE and CLIENT_FOLIO_NO
combination entered in this report should exactly match with some entry of UNIQUE_CLIENT_CODE and
CLIENT_FOLIO_NO present in the CLIENT_FOLIO_MASTER report
Sr. Tag Data Mandato Allowed Comments
No Type ry Character
.
1 <UNIQUE_CLIENT_CODE></UNIQUE_CLIENT_ STRIN Y Maximum Unique client
CODE> G length code
allowed: 20
2 <CLIENT_FOLIO_NO></CLIENT_FOLIO_NO> STRIN Y Maximum Folio no. of the
G length client. Provide
allowed: 20 Unique Client
Code, if folio no.
not maintained.
3 <TRANSACTION_TYPE></TRANSACTION_TYPE STRIN Y Initial Inflow * Please see
> G Top Up note below.
Partial
Redemption All redemption
Full transactions
Redemption after receipt of
Interest/Divid account closure/
end Pay-in deactivation/
Page 119 of 207
Sr. Tag Data Mandato Allowed Comments
No Type ry Character
.
Interest/Divid transmission
end Pay-out date shall be
Tax Liability tagged as Full
(TDS or IT for Redemption,
NRI) even if the
Switch-in proceeds are
Switch-out transferred in
tranches.
4 <TRANSACTION_DATE></TRANSACTION_DAT DATE Y YYYY-MM- Date on which
E> DD transaction
processed
5 <TRANSACTION_AMOUNT></TRANSACTION_A FLOA Y DECIMAL(24, Value of
MOUNT> T 4) transaction in
INR
6 <TRANSACTION_UNITS></TRANSACTION_UNI FLOA N DECIMAL(24, Number of units,
TS> T 4) if units are
maintained by
the PMS
7 <EXIT_LOAD></EXIT_LOAD> FLOA N DECIMAL(20, Exit load
T 4) charged by the
PMS in INR
(Mandatory in
case of Full
Page 120 of 207
Sr. Tag Data Mandato Allowed Comments
No Type ry Character
.
Redemption/Par
tial Redemption)
* For the period October 2023 to March 2024, Portfolio Managers have the discretion to report transactions in the
original 4 categories i.e. Initial Inflow, Top Up, Partial Redemption and Full Redemption or including the new
categories on best effort basis. However, April 2024 onwards, mis-tagging of transactions would be treated as
incorrect data submission.
* Exit_Load amount has to be given in the same row as the transaction for which the Exit_Load amount is charged.
Page 121 of 207
6. PMS_Inspection_Client_Expense_Master
6.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
2 <YEAR> STRING Y 20XX to 21XX Year of Report for this
XML File
<year></year>
</YEAR>
3 <MONTH> STRING Y January Month of Report for this
February XML File
<month></month>
March
</MONTH> April
May
June
July
August
September
October
November
December
Page 122 of 207
6.2. Client_Expense <Client_Expense></Client_Expense>] – None or more occurrences allowed
Important Note:
1. Kindly ensure that each of the UNIQUE_CLIENT_CODE and CLIENT_FOLIO_NO combination entered
in this report should exactly match with some entry of UNIQUE_CLIENT_CODE and
CLIENT_FOLIO_NO present in the CLIENT_FOLIO_MASTER Report.
2. For ease of reporting, a single entry for each expense sub-type per client per month may be reported
with ACCRUAL_DATE as the last date of the month for which the report is being submitted.
Sr. Tag Data Mandator Allowed Comments
No Type y Character
.
1 <ACCRUAL_DATE></ ACCRUAL _DATE> DATE Y YYYY-MM-DD Date of the
expense
charged
2 <UNIQUE_CLIENT_CODE></UNIQUE_CLIENT_C STRIN Y Maximum Unique client
ODE> G length code
allowed: 20
3 <CLIENT_FOLIO_NO></CLIENT_FOLIO_NO> STRIN Y Maximum Folio
G length Number of
allowed: 20 the client.
Provide
Unique
Client Code,
Page 123 of 207
Sr. Tag Data Mandator Allowed Comments
No Type y Character
.
if folio no. not
maintained.
4 <EXPENSE_TYPE></EXPENSE_TYPE> STRIN Y PMS Fees
G Operating
Fees
Statutory
Levies
5 <EXPENSE_SUB_TYPE></EXPENSE_SUB_TYPE STRIN Y Management In case of
> G Fees (fixed) PMS Fees,
either
Performance
Managemen
Fees
t Fees (fixed)
(variable)
or
Exit Load Performance
Fees
Account
(variable) or
Opening
Exit Load.
Charges
(including
stamp duty)
Audit Fee
In case of
Bank Charges Operating
Expenses:
(Account
Opening
Page 124 of 207
Sr. Tag Data Mandator Allowed Comments
No Type y Character
.
Fund charges
Accounting including
Charges stamp duty /
Audit Fee /
Custody Fee
Bank
Demat charges /
Charges Fund
Accounting
Broking Fees
charges /
Other
Custody Fee
Miscellaneous
/ Demat
Expense
charges /
Statutory Broking
Levies Fees or
other
miscellaneo
us expense)
In case of
Statutory
Levies:
Statutory
Levies
6 <EXPENSE_VALUE></EXPENSE_VALUE> FLOAT Y DECIMAL(20, Amount of
4) the expense
Page 125 of 207
Sr. Tag Data Mandator Allowed Comments
No Type y Character
.
charged in
INR
7. PMS_Inspection_Client_Holding_Master
7.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
2 <YEAR> STRING Y 20XX to 21XX Year of Report for this
XML File
<year></year>
</YEAR>
3 <MONTH> STRING Y January Month of Report for this
February XML File
<month></month>
March
</MONTH> April
May
June
July
August
September
Page 126 of 207
October
November
December
7.2. Client_Holding [<Client_Holding></Client_Holding>] – None or more occurrences allowed
Important Note:
1. Kindly ensure that each of the UNIQUE_CLIENT_CODE and CLIENT_FOLIO_NO combination entered in this report
should exactly match with some entry of UNIQUE_CLIENT_CODE and CLIENT_FOLIO_NO present in the
CLIENT_FOLIO_MASTER report.
2. All holding/positions except listed equity is required to be reported.
Sr. Tag Data Mandator Allowed Character Comments
No. Type y
1 <HOLDING_DATE></HOLDING_DATE> DATE Y YYYY-MM-DD Holding date.
For holidays and
weekends, provide
holdings of preceding
working day.
2 <UNIQUE_CLIENT_CODE></UNIQUE_CLIEN STRING Y Maximum length Unique code for each
T_CODE> allowed: 20 investor based on
agreement and holding
nature
3 <CLIENT_FOLIO_NO></CLIENT_FOLIO_NO> STRING Y Maximum length Folio no. of the client.
allowed: 20
Page 127 of 207
Sr. Tag Data Mandator Allowed Character Comments
No. Type y
Provide Unique Client
Code, if folio no. not
maintained.
4 <INVESTMENT_TYPE></INVESTMENT_TYPE STRING Y Equity
> Debt
Derivatives
Mutual Fund
Other
5 <ASSET_TYPE></ASSET_TYPE> STRING Y Equity Shares Asset Type
Plain Debt (For Equity - Equity
Structured Debt Shares
Futures For Debt - Plain Debt,
Options Structured Debt
MF Units For Derivatives - Futures,
Overseas Units Options
REIT For Mutual Funds - MF
InVIT Units, Overseas Units
Cash For Other – Cash, REIT,
Other INVIT, Other)
6 <ISSUER_NAME></ISSUER_NAME> STRING N Maximum length Issuer name
allowed: 100
Page 128 of 207
Sr. Tag Data Mandator Allowed Character Comments
No. Type y
7 <SECURITY_NAME></SECURITY_NAME> STRING N Maximum length Name of the security
allowed: 100
8 <SECURITY_ISIN></SECURITY_ISIN> STRING N Length allowed: 12 ISIN of security.
For derivatives, provide
ISIN of underlying
security.
9 <SECURITY_CODE></SECURITY_CODE> STRING N Maximum length Internal code of the
allowed: 20 security for which there is
no ISIN.
10 <IS_SECURITY_ASSOCIATED></IS_SECURI BOOL Y TRUE If security is of associate/
TY_ASSOCIATED> related party
FALSE
11 <IS_SECURITY_LISTED></IS_SECURITY_LIS BOOL Y TRUE If security is listed
TED>
FALSE
12 <SECURITY_RATING> STRING N REFER Security rating mandatory
</SECURITY_RATING> ANNEXURE-A in case of Debt/ Hybrid
securities
13 <RATING_AGENCY> </RATING_AGENCY> STRING N REFER Rating agency mandatory
ANNEXURE-B for debt / hybrid securities
14 <QUANTITY></QUANTITY> FLOAT N DECIMAL(30,6) Quantity
Page 129 of 207
Sr. Tag Data Mandator Allowed Character Comments
No. Type y
15 <UNIT_PRICE></UNIT_PRICE> FLOAT N DECIMAL(30,6) Market Price or valuation
price of the security in INR
16 <MARKET_VALUE></MARKET_VALUE> FLOAT N DECIMAL(30,6) Market Value of securities
in INR
17 <MATURITY_DATE></MATURITY_DATE> DATE N YYYY-MM-DD Maturity Date (in case of
debt instrument)
18 <OPTION_TYPE></OPTION_TYPE> STRING N Put Option Type (Call or Put)
Call
8. PMS_Inspection_PM_Operating_Expense
8.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
2 <YEAR> STRING Y 20XX to 21XX Year of Report for this
XML File
<year></year>
</YEAR>
Page 130 of 207
3 <MONTH> STRING Y January Month of Report for this
February XML File
<month></month>
March
</MONTH> April
May
June
July
August
September
October
November
December
8.2. PMS_Expense [<PMS_Expense></PMS_Expense>] – None or more occurrences allowed
Important Note: For ease of reporting, for each nature of service, a single entry with aggregate amount per vendor per month
may be reported with ACCRUAL_DATE as the last date of the month for which the report is being submitted.
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
1.
<ACCRUAL_DATE></ACCRUAL_DATE> DATE Y YYYY-MM-DD Date of booking the
expense
2.
<VENDOR_PAN> STRING Y Length allowed: PAN of the vendor from
10 whom the service taken
<Is_Valid_PAN></Is_Valid_PAN>
</VENDOR_PAN>
Page 131 of 207
Sr Tag Data Mandator Allowed Comments
. Type y Character
N
o.
3.
<VENDOR_NAME></VENDOR_NAME> STRING Y Maximum length Name of the vendor from
allowed: 100 whom the service taken
4.
<NATURE_OF_SERVICE></NATURE_OF_SERVI STRING Y Broking
CE> Custody
DP
Fund Accounting
RTA
Distributor Comm
Other
5.
<IS_VENDOR_ASSOCIATE_OF_PMS></IS_VEND BOOL Y TRUE Whether the vendor is
OR_ASSOCIATE_OF_PMS> associate of PMS
FALSE
6.
<AMOUNT_PAID></AMOUNT_PAID> FLOAT Y DECIMAL(24,4) Amount paid in INR
7.
<FREQUENCY></FREQUENCY> STRING Y Monthly
Quarterly
Yearly
Other
Page 132 of 207
9. PMS_Inspection_PM_Pool_Acc_Master
9.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
2 <YEAR> STRING Y 20XX to 21XX Year of Report for this
XML File
<year></year>
</YEAR>
3 <MONTH> STRING Y January Month of Report for
February this XML File
<month></month>
March
</MONTH> April
May
June
July
August
September
October
November
December
Page 133 of 207
9.2. PMS_PoolAcc [<PMS_PoolAcc></PMS_PoolAcc>] – None or more occurrences allowed
Important Note: Kindly ensure that each of the POOL_BOID should be uniquely identified in this report. No two entries for
same POOL_BOID should be present.
Sr. Tag Data Mandatory Allowed Character Comments
No. Type
1 <POOL_DP_ID></POOL_DP_ID> STRING Y Maximum length allowed: Pool DP ID
20
2 <POOL_DP_NAME></POOL_DP_NAME> STRING Y Maximum length allowed: Pool Name of
100 DP
3 <POOL_NAME> </POOL_NAME> STRING Y Maximum length allowed: Pool Account
100 title
4 <POOL_BOID></POOL_BOID> STRING Y Length allowed: 16 Pool BOID
10. PMS_Inspection_PM_Associated_Security_Details
10.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
Page 134 of 207
2 <YEAR> STRING Y 20XX to 21XX Year of Report for this
XML File
<year></year>
</YEAR>
3 <MONTH> STRING Y January Month of Report for this
February XML File
<month></month>
March
</MONTH> April
May
June
July
August
September
October
November
December
Page 135 of 207
10.2. PMS_Asctd_Sec_Dtls [<PMS_Asctd_Sec_Dtls></PMS_Asctd_Sec_Dtls>] – None or more
occurrences allowed
Important Note:
All listed equity shares in which the Portfolio Manager has invested client’s funds has to be reported for every date of the
reporting month on which:
 the issuer of the security was an associate of the Portfolio Manager (as specified in sub-section (6) of section 2 of the
Companies Act, 2013) or,
 the issuer of the security was related to Portfolio Manager as per the definition provided in Regulation 2(1)(pa) of the
SEBI (Portfolio Managers) Regulations, 2020.
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 < INVESTMENT_TYPE></ STRING Y Equity Investment Type
INVESTMENT_TYPE>
Derivatives
2 < ASSET_TYPE></ ASSET_TYPE> STRING Y Equity Shares Asset Type
(For Equity: Equity
Futures
Shares
Options
For Derivative:
Futures or Options)
3 < SECURITY_ISIN></ SECURITY_ISIN> STRING N Maximum length ISIN of security.
allowed: 12
Page 136 of 207
4 < SECURITY_CODE></ SECURITY_CODE> STRING N Maximum length Internal code of the
allowed: 20 security for which
there is no ISIN.
5 < ASSOCIATED_DATE></ DATE Y YYYY-MM-DD
ASSOCIATED_DATE>
11. PMS_Inspection_Trade_Data
11.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
2 <YEAR> STRING Y 20XX to 21XX Year of Report for this
XML File
<year></year>
</YEAR>
3 <MONTH> STRING Y January Month of Report for this
February XML File
<month></month>
March
</MONTH> April
May
June
July
August
Page 137 of 207
September
October
November
December
11.2. PMS_Trade_data [<PMS_Trade_Data></PMS_Trade_Data>] – None or more occurrences
allowed
Sr. Tag Data Type Mandatory Allowed Comments
No. Character
1 <TRADE_DATE>
DATE Y YYYY-MM-DD Trade date of the security
</TRADE_DATE> format
Trade date should belong to
the month for which the report
is submitted.
2 <SETTLEMENT_DATE>
DATE Y YYYY-MM-DD Settlement date of the
</SETTLEMENT_DATE> format security
3 <UNIQUE_REF_NO>
STRING Y Maximum length Unique identifier for particular
</UNIQUE_REF_NO> allowed: 40 transaction
4 <BOID></BOID>
STRING N Allowed Length = BOID of the Pool or Client
16 Account.
5 <CLIENT_ID>
STRING N Maximum length Client ID of the trading
</CLIENT_ID> allowed: 40 account
Page 138 of 207
1 - Pool Account
6 <POOL_FLAG>
Numeric Y 2- Client Account Whether the transaction was
</POOL_FLAG> made through Pool Account
or Client Account
7 <ISIN></ISIN>
STRING N 12 Alpha numeric ISIN of the security (wherever
Character long applicable. Otherwise leave
String blank)
8 <SECURITY_CODE></
STRING N Maximum length Internal code used by AMC to
SECURITY_CODE>
allowed: 30 identify securities without
ISIN
9 <SECURITY_NAME></
STRING Y Maximum length Name of the security
SECURITY_NAME>
allowed: 100
10 <ISSUER_CODE>
STRING Y Maximum length Internal code to identify
</ISSUER_CODE> allowed: 50 issuer of security
11 <ISSUER_NAME>
STRING Y Maximum length Name of the issuer of security
</ISSUER_NAME> allowed: 50
 Equity
12 <INSTRUMENT_TYPE>
STRING Y
 Debt
</INSTRUMENT_TYPE>
 Derivatives
 Mutual Fund
 Other
 Equity
13 <ASSET_TYPE> Asset Type
STRING Y
Shares
</ASSET_TYPE> (For Equity - Equity Shares
 Plain Debt
Page 139 of 207
 Structured For Debt - Plain Debt,
Debt Structured Debt
 Futures For Derivatives - Futures,
 Options Options
 MF Units For Mutual Funds - MF Units,
 Overseas Overseas Units
Units
For Other – Cash, REIT,
 REIT
INVIT, Other)
 InVIT
 Other
14 <TRANSACTION_NATURE>
NUMERIC Y 1 – Primary Others would include –
</TRANSACTION_NATURE> 2 – Secondary entries on account of
3 – Others corporate action.
15 <TRANSACTION_NATURE_DESC>
STRING N Maximum length If
</TRANSACTION_NATURE_DESC> allowed: 40 <TRANSACTION_NATURE>
has value 1, provide either of
the two mandatory narrations
‘Private Placement’ or ‘Public
Issue’.
If
<TRANSACTION_NATURE>
has value 2 and
<INSTRUMENT_TYPE> is
‘Debt’ provide either of the
two mandatory narration
‘RFQ’ or ‘Non-RFQ’.
Page 140 of 207
If
<TRANSACTION_NATURE>
has value 3 provide narration
for the transaction nature
such as Call, Put, Interest
Reset, Part Redemption,
Maturity, Right Issuance,
Bonus, Buy Back, Split etc.
16 <TRANSACTION_TYPE>
NUMERIC Y 1 – Buy
</TRANSACTION_TYPE> 2 – Sell
17 <QUANTITY></QUANTITY>
DECIMAL(20,4) Y 20 digits with 4 1. For Equity quantity traded
decimal
2. For Equity Futures and
Options the units traded i.e.
Lot size * No. of Lots
3. For Debt, actual Quantity
considering the FV as per the
Information Memorandum
(IM). In case partial
redemption has happened by
reducing the Quantity, then
provide reduced Quantity.
18 <FACE_VALUE>
DECIMAL(20,4) N 20 digits with 4 Kindly leave blank wherever
</FACE_VALUE> decimal not applicable
Page 141 of 207
19 <TRANSACTION_PRICE>
DECIMAL(20,6) Y 20 digits with 6 1. In case of Debt securities,
</TRANSACTION_PRICE> decimal provide clean price i.e.
excluding accrued interest
component.
2. For Equity Options, the
premium paid/received
(Premium in absolute terms
viz. without negative or
positive sign shall be given)
3. For Equity Futures, the
price of one unit
20 <ACCRUED_INTEREST>
DECIMAL(20,4) N 20 digits with 4 Accrued Interest for debt
</ACCRUED_INTEREST> decimal securities
21 <TRANSACTION_VALUE>
DECIMAL(20,4) Y 20 digits with 4 1. For Equity Options,
</TRANSACTION_VALUE> decimal
Transaction_Value =
Quantity * Premium
2.For Equity Futures,
Transaction_Value =
Quantity/unit *
Transaction_Price
3. For Debt securities,
Page 142 of 207
Transaction Value = Quantity
* Transaction_Price
22 <STATUTORY_LEVIES>
DECIMAL(20,4) N 20 digits with 4 Shall include STT, GST,
</STATUTORY_LEVIES> decimal Stamp Duty or any other
statutory levy
23 <BROKERAGE>
DECIMAL(12,2) N 12 digits with 2 Amount charged towards
</BROKERAGE> decimal brokerage
24 <GROSS_VALUE>
DECIMAL(20,4) Y 20 digits with 4 Including transaction value
</GROSS_VALUE> decimal brokerage and statutory
levies.
25 <RATING></RATING>
STRING N Please Refer Prevailing rating of the
Annexure ‘A’ security used for valuation
For unrated security, this field
will be “UNRATED”
Name of rating agency
should not be part of rating.
In case security is rated by
multiple CRAs then the
lowest rating should be
provided
(Wherever applicable).
Page 143 of 207
In case the security has
structured obligation or credit
enhancement, rating should
invariably mention (SO) and
(CE).
Rating is mandatory for
<INSTRUMENT_TYPE> =
“Debt”
26 <RATING_AGENCY>
STRING N Please Refer Rating agency which
</RATING_AGENCY> Annexure ‘B’ provided the rating as in
<RATING>
Rating agency is mandatory
for <INSTRUMENT_TYPE>
= “Debt”
27 <BROKER_REG_NO>
STRING N Maximum length SEBI registration no. of the
</BROKER_REG_NO> allowed: 100 Broker (wherever applicable)
28 <BROKER_FLAG>
NUMERIC N 0 – No If broker is associated with
</BROKER_FLAG> 1 – Yes the sponsor.
If broker reg. no. is given,
then Broker flag is
mandatory.
29 <EXCHANGE>
NUMERIC N 1 – NSE Stock Exchange where the
</EXCHANGE> 2 – BSE trade is executed and/or
3 – MSEI settled
Page 144 of 207
4 – Foreign
Exchange (In case of other securities
5 – MCX (Multi (including unlisted securities),
Commodity leave it blank))
Exchange of India
Ltd)
6 – NCDEX
(National
Commodity &
Derivatives
Exchange Ltd)
7 – ICEX (Indian
Commodity
Exchange Limited)
30 <OPTION_TYPE>
STRING N CALL To be filled only in case of
</OPTION_TYPE> PUT equity derivative options
contracts mentioning CALL or
PUT
Page 145 of 207
12. PMS_Inspection_FM_Dealer_Dtls
12.1. Header [<Header></Header>] – Only one occurrence
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <LOGIN_ID></LOGIN_ID> INT Y >0 Login ID of the PMS
2 <YEAR> STRING Y 20XX to 21XX Year of Report for this
XML File
<year></year>
</YEAR>
3 <MONTH> STRING Y January Month of Report for this
February XML File
<month></month>
March
</MONTH> April
May
June
July
August
September
October
November
December
Page 146 of 207
12.2. PMS_Fm_Dealer_Dtls [<PMS_FM_Dealer_Dtls></PMS_FM_Dealer_Dtls>] – One or more
occurrences allowed
Sr. Tag Data Type Mandatory Allowed Character Comments
No.
1 <KEY_EMPLOYEE_NAME>
STRING Y Maximum length allowed:
</KEY_EMPLOYEE_NAME> 100
Allowed Character:
2 <DESIGNATION>
STRING Y Fund Manager
</DESIGNATION> Dealer
3 <EMPLOYEE_PAN>
STRING Y Allowed Length: 10 Should follow PAN syntax
</EMPLOYEE_PAN>
4 <APPOINTMENT_DATE>
DATE Y YYYY-MM-DD Date of Appointment in
</APPOINTMENT_DATE> the Designation
5 <CESSATION_DATE>
DATE N YYYY-MM-DD Date of cessation from
</CESSATION_DATE> the Designation
Date of cessation should
belong to the month of the
report being submitted.
Acceptable Values:
6 <CESSATION_CAUSE>
Numeric N  Superannuation-1, Mandatory if Date of
</CESSATION_CAUSE> termination entered.
 Resignation-2,
Page 147 of 207
 Termination-3,
 Demise-4
 Others-5
7 <CESSATION_CAUSE_OTHER>
String N Mandatory if Cessation
</CESSATION_CAUSE_OTHER> Cause is “Others”
Annexures to Annexure 5B:
Annexure A
Allowed values for Ratings
AAA AA+ AA AA- A+ A
A- BBB+ BBB BBB- BB+ BB
BB- B+ B B- C+ C
C- A1+ A1 A2+ A2 A3+
A3 A4+ A4 Privately Rated Sovereign Unrated
AAA(SO) AA+(SO) AA(SO) AA-(SO) A+(SO) A(SO)
A-(SO) BBB+(SO) BBB(SO) BBB-(SO) BB+(SO) BB(SO)
BB-(SO) B+(SO) B(SO) B-(SO) C+(SO) C(SO)
Page 148 of 207
C-(SO) D(SO) AAA(CE) A1+(SO) A1(SO) A2+(SO)
A2(SO) A3+(SO) A3(SO) A4+(SO) A4(SO) AA+(CE)
AA(CE) AA-(CE) A+(CE) A(CE) A-(CE) BBB+(CE)
BBB(CE) BBB-(CE) BB+(CE) BB(CE) BB-(CE) B+(CE)
B(CE) B-(CE) C+(CE) C(CE) C-(CE) D(CE)
A1+(CE) A1(CE) A2+(CE) A2(CE) A3+(CE) A3(CE)
A4+(CE) A4(CE) D
Annexure B
Allowed values for Rating Agency
CARE CRISIL ICRA
FITCH BWR IVR
ACUITE IND SMERA
Sovereign Unrated
Page 149 of 207
Annexure 5C: Details of reporting requirements as per the provisions of the
Master Circular108
Details of the requirements prescribed under various paragraphs of this Master
Circular that are covered through the offsite inspection reporting formats, are as
under:
S.No Parag Requirement Table Reference
. raph
No.
1 1.7 Certificate of associated PMS_Inspection_PM_Master,
persons in the Securities PMS_Inspection_Client_Master,
Markets PMS_Inspection_FM_Dealer_Dtls.
2 2.3.3 At the time of on-boarding PMS_Inspection_Client_Master,
of clients directly, no PMS_Inspection_Client_Folio_Master,
charges except statutory PMS_Inspection_Client_Expense_Ma
charges shall be levied. ster.
3 2.5.1. The first single lump-sum PMS_Inspection_Client_Master,
1 investment amount PMS_Inspection_Client_Cap_Transac
received as funds or tions.
securities from clients
should not be less than
Rs.50 Lakh
4 3.1. Transaction in Corporate PMS_Inspection_Trade_Data.
Bonds through Request
for Quote platform by
Portfolio Management
Services (PMS)
5 3.2.2 Portfolio Managers can PMS_Inspection_Client_Folio_Master.
invest in derivatives on the
terms specified in the
Portfolio Management
Agreement.
6 3.2.3 The total exposure of the PMS_Inspection_Client_Folio_AUM,
portfolio client in PMS_Inspection_Client_Holding_Mast
derivatives should not er.
exceed his portfolio funds
placed with the Portfolio
Manager
108 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
Page 150 of 207
7 3.3.2. Portfolio Managers may PMS_Inspection_Client_Folio_Master.
3 participate in Exchange
Traded Commodity
Derivatives after entering
into an agreement with the
clients.
8 3.4.2 Portfolio Manager shall PMS_Inspection_Client_Folio_Master,
invest up to a maximum of PMS_Inspection_Client_Folio_AUM,
30 percent of their client’s PMS_Inspection_PM_Associated_Sec
portfolio (as a percentage urity_Details,
of the client’s assets under PMS_Inspection_Client_Holding_Mast
management) in the er.
securities of their own
associates/related parties.
9 3.6.2 Portfolio Managers PMS_Inspection_Client_Holding_Mast
offering discretionary er.
portfolio management
services shall not make
any investment in below
investment grade
securities.
10 3.6.3 Portfolio Managers PMS_Inspection_Client_Folio_Master,
offering non-discretionary PMS_Inspection_Client_Holding_Mast
portfolio management er.
services shall not make
any investment in below
investment grade listed
securities. However,
Portfolio Manager may
invest up to 10% of the
assets under management
of such clients in unlisted
unrated securities of
issuers other than
associates/related parties
of Portfolio Manager.
11 6.1.3 Fees and charges PMS_Inspection_Client_Master,
PMS_Inspection_Client_Folio_Master,
PMS_Inspection_Client_Expense_Ma
ster,
PMS_Inspection_Client_Folio_AUM,
Page 151 of 207
PMS_Inspection_PM_Operating_Exp
ense.
12 6.1.4 Exit Load PMS_Inspection_Client_Cap_Transac
tions.
Page 152 of 207
Annexure 5D: Format of Quarterly Reporting to Client
Account Statement for Quarter ended ___________
Email ID:_________
Tel Number:________
Name of Distributor:_________
A. Account Overview:
Name of the Client*
PAN*
Address
Email
Phone number
Unique Client Code
Account Activation date
Type of Portfolio Management Service
Investment approach for the account
Benchmark for the investment approach
Amount managed under the Investment
Approach
% AUM under investment approach
Notes:
(i) If multiple investment approaches are used for management of the client
account, separate reports may be used for each such Investment Approach.
(ii) Details of joint holder, if applicable, needs to be provided
(iii) In case of Clients coming from Direct plan, provide input as “Direct Plan” under
head Name of Distributor
Page 153 of 207
(iv) For any request for change of facts as appearing above, kindly get in touch with
[Email ID] or [Phone Number]
(v) AUM reported shall be the total assets managed by the Portfolio Manager for
the particular Client PAN
(vi) Inputs with regards to investment approach and benchmark may not be
applicable for Co-investment services
B. Portfolio Details:
Portfolio Allocation
Type of Security Purchase Value Market Value (as % of Assets
on quarter end) Under
Management
(in Rs) (in Rs)
Equity
Plain Debt
Structured Debt
Equity Derivatives
Commodity
Derivatives
Goods
Mutual Funds
Cash and
equivalent
Other Assets
Total
Note:
(i) Portfolio Managers offering Co-investment services, may provide details as
applicable, for assets permitted to be managed by them.
Page 154 of 207
Portfolio Summary
Particulars (in Rs)
Portfolio Value at the beginning of quarter
Portfolio Value at the end of quarter
For the quarter
1. Capital Inflow
2. Capital Outflow
3. Interest Income
4. Dividend Income
5. Other Income
6. Management Fee
7. Performance Fee
8. Expenses at actuals
9. Other expenses
10. Realized Gain/ Loss
11. Unrealized Gain/ Loss
Commission paid to Distributor
Brokerage paid
Note:
(i) Portfolio Managers offering Co-investment services, may provide details as
applicable
C. Performance of Portfolio
Page 155 of 207
Disclaimer: Performance data for Portfolio Manager and Investment
Approach provided hereunder is not verified by any regulatory authority.
Performance report for Client Portfolio and Investment Approach
Particulars 1 Year 3 Years 5 Years 10 Years Since Inception
Returns of Client Portfolio
Aggregate Returns of Investment Approach
Benchmark Performance
Notes:
(i) The above returns to be calculated using Time Weighted rate of return (TWRR).
While computing returns of Investment Approach under which the Client
account is managed, all clients falling under said Investment Approach during
the relevant period have to be taken into consideration
(ii) All investments including cash and cash equivalents to be considered for
calculation of returns
(iii) In case of a Portfolio Managers offering Co-investment services, performance
of portfolio may be calculated and disclosed, as agreed between the Co-
investment Portfolio Manager and the co-investor
D. Transaction Details:
(i) Capital Contribution (from inception till end of reporting period)
Date Capital Inflow Capital Outflow
Total
(ii) Investments (during the reporting period)
Page 156 of 207
Securit Transact Buy Quantit Gross Net Net
y Name ion Date / y Rate Rate* Transaction
Sell Value
 Report to clarify calculation of Net Rate
(iii)Holding Report as of end of quarter
Security Name Quantit Avera Market Total Market % to
y ge Rate Cost Value Portfoli
Cost o
Equity
A:
B:
Debt
A:
B:
Mutual Funds
A:
B:
Commodities
A:
B:
Other Assets
Cash & Cash
Equivalent
Total
Page 157 of 207
Note:
(i) Portfolio Managers offering Co-investment services, may provide details as
applicable, for assets permitted to be managed by them
E. Other Important Information
1. With regard to client portfolio, deviations from investment approach, if any
2. With regard to debt securities, details of any delay in coupon payments, if any
3. With regard to debt securities, details of default, if any
4. With regard to portfolio allocation in equity and commodity derivatives, details
of funds and securities held as collateral, if any.
5. Details of Other assets outstanding to be received in Clients account for more
than 3 months from the due date
Nature of Asset Outstanding
amount (In
Rs.)
a. Coupon Payments
b. Dividends
c. Others
Total
6. Investments in the securities of associates/related parties of Portfolio Manager:
a. Transaction wise
Sr. Issuer Type of ISIN Transaction wise Details
No. name security Transaction Buy/sell Quantity Gross Net
date transaction transaction
value (INR in value (INR in
crores) crores)
Page 158 of 207
b. Security wise
Sr. Issuer Type of ISIN Security wise Details
No. name security Investment Value of percentage percentage
amount investments of client’s of PM’s
(cost of as on last AUM as on AUM as on
investment) day of the last day of last day of
as on last previous the the
day of the quarter (INR previous previous
previous in crores) quarter quarter
quarter (INR in (INR in
(INR in crores) crores)
crores)
c. Details regarding passive breach of investment limits:
Details of steps taken,
Details of Date of if any, to rectify the Whether
Sr. passive passive passive breach of Date of rectified within
No. b reach breach limits rectification 90 days
d. Details of credit ratings of investments in debt and hybrid securities.
7. Any other important information.
8. Portfolio Managers offering Co-investment services, may provide investment
data, wherever applicable on cost basis or as may be specified by SEBI
Page 159 of 207
Annexure 7A: Format of Complaint data to be displayed by the Portfolio
Managers
Format for investor complaints data to be disclosed by Portfolio Managers on their
website on monthly basis:
Data for the month ending - _______
Sr. Received Pendin Receive Resolved Total Pending Average
No from g at the d * Pending complaint Resolutio
. end of # s > 3 n time^
last months (in days)
month
1 Directly
from
Investors
2 SEBI
(SCORES
)
3 Other
Sources
(if any)
Grand
Total
^ 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 Carried forward Received Resolved* Pending#
No. from previous
month
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
Page 160 of 207
Trend of annual disposal of complaints
SN Year Carried forward from Received Resolved** Pending##
previous year
1 2018-19
2 2019-20
3 2020-21
Grand Total
** Inclusive of complaints of previous years resolved in the current year.
## Inclusive of complaints pending as on the last day of the year.
Page 161 of 207
APPENDIX: LIST OF CIRCULARS RESCINDED
Sr. Date of Subject Circular Ref. No.
No. Circular
1. October Format of Half RPM circular No.1(93-94)
20, 1993 Yearly Report and
Guidelines for
advertisement
2. September Clarification for RPM CIRCULAR NO.1 (2002-
17, 2002 definition of 2003)
associates
3. January Application SEBI/RPM CIRCULAR NO.2
14, 2003 procedure for (2002-2003)
registration/renewal
as Portfolio Manager
4. February Clarification for SEBI/RPM CIRCULAR NO.3
05, 2003 amendment to (2002-2003)
Reg.16(1)(b) & Reg.
16(3)
5. November Improvement in IMD/PMS/CIR/1/21727/03
18, 2003 corporate
governance
6. June 28, Clause in disclosure SEBI/IMD/CIR No.1/ 70353 /2006
2006 document/
agreement/ power of
attorney
7. May 11, Renewal of SEBI/IMD/DOF-I/SRP/Cir No.
2007 certificate of 1/93251 /2007
registration
8. February Extension in time for IMD/CIR No.1/155740/2009
27, 2009 compliance with
Page 162 of 207
Regulation 16(8) of
SEBI Portfolio
Managers
Regulations
9. May 11, Compliance with IMD/PMS/2/2009/11/05
2009 Regulation 16(8) of
SEBI (Portfolio
Managers)
Regulations, 1993
10. June 11, Submission of SEBI/IMD/PMS/CIR-3/2009
2009 Monthly Report
11. June 23, Maintenance of IMD/DOF I/PMS/Cir- 4/2009
2009 Clients’ Funds in a
separate Bank
Account by Portfolio
Managers
12. July 31, Amendment to IMD/DOF I/PMS/Cir- 5/2009
2009 Additional
Information for
registration / renewal
applications
13. September Compliance with IMD/DOF-1/PMS/CIR-6/2009
10, 2009 Regulation 16(8) of
SEBI (Portfolio
Managers)
Regulations, 1993
14. March 15, Half Yearly IMD/DOF-1/PMS/Cir-1/2010
2010 Reporting by
Portfolio Managers
Page 163 of 207
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 Portfolio Managers – Cir. /IMD/DF/16/2010
02, 2010 clarification on
minimum investment
amount by clients,
performance of
portfolio and
schemes
19. July 16, Deployment of client Cir. /IMD/DF-1/16/2012
2012 funds in liquid
mutual fund
20. May 22, Participation of SEBI/HO/IMD/DF1/CIR/P/2019/066
2019 Portfolio Managers
in Commodity
Derivatives Market
in India
21. February Guidelines for SEBI/HO/IMD/DF1/CIR/P/2020/26
13, 2020 Portfolio Managers
22. March 30, Relaxation in SEBI/HO/IMD/DF1/CIR/P/2020/57
2020 compliance with
requirements
pertaining to
Portfolio Managers
Page 164 of 207
23. September Operating SEBI/HO/IMD/DF1/CIR/P/2020/169
09, 2020 Guidelines for
Portfolio Managers
in International
Financial Services
Centre
24. January Monthly Reporting of SEBI/HO/IMD/DF1/CIR/P/2021/02
08, 2021 Portfolio Managers
25. May 12, Procedure for SEBI/HO/IMD/IMD-
2021 seeking prior I/DOF1/P/CIR/2021/564
approval for change
in control of SEBI
registered Portfolio
Managers
26. December Transaction in SEBI/HO/IMD/IMD-
09, 2021 Corporate Bonds I/DOF1/P/CIR/2021/678
through Request for
Quote platform by
Portfolio
Management
Services (PMS)
27. December Publishing of SEBI/HO/IMD/IMD-
10, 2021 Investor Charter and II_DOF7/P/CIR/2021/681
disclosure of
Investor Complaints
by Portfolio
Managers on their
websites
28. December Clarification SEBI/HO/IMD/IMD-
10, 2021 regarding I/DOF1/P/CIR/2021/0000000679
amendment to SEBI
Page 165 of 207
(Portfolio Managers)
Regulations, 2020
29. December Portfolio SEBI/HO/IMD/IMD-
21, 2021 Management I/DOF1/P/CIR/2021/693
Services for
Accredited Investors
30. June 02, Procedure for SEBI/HO/IMD-1/
2022 seeking prior DOF1/P/CIR/2022/77
approval for change
in control of Portfolio
Managers (NCLT)
31. August 26, Circular for Portfolio SEBI/HO/IMD/IMD-
2022 Managers I/DOF1/P/CIR/2022/112
32. September Circular for Portfolio SEBI/HO/IMD/IMD-I
30, 2022 Managers DOF1/P/CIR/2022/133
33. December Performance SEBI/HO/IMD/IMD-PoD-
16, 2022 Benchmarking and 2/P/CIR/2022/172
Reporting of
Performance by
Portfolio Managers
34. January Change in control of SEBI/HO/IMD/IMD-PoD-
10, 2023 Portfolio Managers 1/P/CIR/2023/8
providing Co-
investment services
35. March 29, Cyber Security and SEBI/HO/IMD/IMD-PoD-
2023 Cyber Resilience 1/P/CIR/2023/046
framework for
Portfolio Managers
Page 166 of 207
36. August 02, Audit of firm-level SEBI/HO/IMD/IMD-PoD-
2023 performance data of 1/P/CIR/2023/133
Portfolio Managers
37. May 02, Facilitating collective SEBI/HO/IMD/IMD-PoD-
2024 oversight of 1/P/CIR/2024/32
distributors for
Portfolio
Management
Services (PMS)
through APMI
38. May 02, Portfolio Managers - SEBI/HO/IMD/IMD-PoD-
2024 Facilitating ease in 1/P/CIR/2024/35
digital on-boarding
process for clients
and enhancing
transparency
through disclosures
39. March 28, Extension of SEBI/HO/IMD/IMD-PoD-
2025 timelines for 1/P/CIR/2025/39
submission of offsite
inspection data
Page 167 of 207
POLICY RELATED LETTERS/EMAILS ISSUED BY SEBI
1. Performance benchmarking of Portfolio Managers
Reference: SEBI Letter No. SEBI/HO/IMD/IMD-PoD-2/P/OW/2022/62571/1
dated December 16, 2022
Addressed to: APMI
1.1. SEBI had constituted a working group for Performance Benchmarking of
Portfolio Managers to streamline and standardize the benchmarking by the
Portfolio Managers. Based on the recommendations of the said working
group and internal deliberations, SEBI had issued circular no.
SEBI/HO/IMD/IMD-PoD-2/P/CIR/2022/172 dated December 16, 2022
(‘Circular’) specifying various measures on performance benchmarking by
portfolio managers, asset valuation and performance reporting practices.
1.2. In order to operationalize various measures specified in the aforesaid
Circular, APMI is advised to:
1.2.1. Prescribe a maximum of three benchmarks for each Strategy as
prescribed in Paragraph 2.3 of the Circular (reference: paragraph 4.6A.3
of this Master Circular). An indicative list of Benchmarks is enclosed as
Annexure-A for your perusal.
1.2.2. Coordinate on an ongoing basis (once every quarter at minimum) with
AMFI and prescribe standardized valuation norms got debt and money
market securities which shall be same as the corresponding norms
applicable to mutual funds as required in Paragraph 2.7 of the Circular
(reference: paragraph 2.9.1 of this Master Circular). These valuation
norms shall be followed by all the portfolio managers.
1.2.3. Empanel valuation agencies for the purpose of providing security level
prices to Portfolio Managers as required in Paragraph 2.8 of the Circular
(reference: paragraph 2.9.2 of this Master Circular). Portfolio Managers
shall mandatorily use valuation services obtained only from one or more
of such empaneled valuation agencies for the purpose of valuation of
securities in portfolios managed by them.
1.2.4. Put in place necessary systems and resources to enable submission of
monthly reporting by the Portfolio Managers as required in Paragraph
2.15 of the Circular (reference: paragraph 5.6.6 of this Master Circular).
The templates of performance reporting have been provided in SEBI
Circular nos. SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13,
2020, SEBI/HO/IMD/DF1/CIR/P/2021/02 dated January 8, 2021 and
SEBI/HO/IMD/IMD-PoD-2/P/CIR/2022/172 dated December 16, 2022.
Page 168 of 207
1.2.5. Make available the monthly reports of the Portfolio Managers on APMI
website in an intuitive and user-friendly manner facilitating ease of
comparison so as to provide access to portfolio level, investment
approach level, portfolio manager level and industry level information to
all the stakeholders. APMI shall also make available relative performance
of each investment approach within the strategy to concerned portfolio
manager and also disclose the same on its website.
1.2.6. Submit monthly reports to SEBI in the format specified at Annexure-B
within 7 [working]109 days from the end of the month starting from the
reporting period April 2023 onwards. The said report shall also be made
available on APMI website for information to all the stakeholders.
The above activities shall be completed by January 31, 2023.
1.3. APMI may, in consultation with SEBI, modify the benchmarks prescribed for
a strategy based on the feedback received from the stakeholders and needs
arising from the evolution of the industry.
1.4. In addition to the above, the working group has made certain other
suggestions which are listed below for your consideration:
1.4.1. APMI may work with the index providers to try and ensure up to three
indices for each Strategy to provide a choice to PMs.
1.4.2. APMI may negotiate the cost of using these benchmarks with these
providers on behalf of the industry.
1.4.3. APMI will negotiate prices that are conducive to the adoption of
standardized valuation norms as part of the empanelment process.
APMI may take a suitable view on the above recommendations of the Working
Group.
109 Updated vide Master Circular for Portfolio Managers dated July 16, 2025
Page 169 of 207
Annexure - A: Indicative list of Benchmarks for each prescribed Strategy
Sl. Strategy Benchmark 1 Benchmark 2 Benchmark 3
1 Equity NIFTY 500 Index S&P BSE 500 Index MSEI SX40 Index
2 Debt NIFTY Medium to AA+/AA 33%, AA- CRISIL Composite
Long Duration Debt 17%, A+/A/A- - 50% - Bond Fund Index
Index 2 - 2.5 duration
3 Hybrid NIFTY 50 Hybrid 50% BSE 500 Index CRISIL Hybrid
Composite debt 50:50 and 50% S&P BSE 50+50 Moderate
Index Arbitrage Rate Index Index
4 Multi Asset 50% Nifty 500 Index, 50% BSE 500 Index,
20% NIFTY 50 20% S&P BSE
Arbitrage Index, 10% Arbitrage Rate Index,
Gold, 10% 10% Gold, 10%
Annexure - B: Format for Performance Report Card
Quartile Analysis of {Name of IA} within {Name of Strategy} Strategy
TWRR (%)*
IA Benchmar
No. of TWRR k/ Index 1st 2nd 3rd
Period IAs (%) Return (%) IA Quartile Quartile Quartile Quartile
1 year 50 20.38 48.15 Bottom quartile 70.40 55.88 37.10
2 years 45 9.34 26.58 Bottom Quartile 35.78 27.13 17.81
3 years 40 12.14 19.49 Third Quartile 23.43 18.54 12.13
5 years 35 10.94 10.45 Second Quartile 14.95 8.30 -0.10
7 years 25 11.21 12.18 Second Quartile 13.48 9.36 5.43
10
years 15 13.16 11.83 Top Quartile 13.11 8.87 6.42
* Time weighted rate of returns mentioned in these columns represent the minimum
return for each quartile
Page 170 of 207
2. Reply to your queries raised for the matter pertaining to Performance
Benchmarking of Portfolio Managers
Reference: SEBI Letter No. SEBI/HO/IMD/POD-II/P/OW/2023/12814/1 dated
March 29, 2023
Addressed to: APMI
This is in respect of your letter dated January 19, 2023 and subsequent meeting
with APMI members seeking clarification on some of the clauses of SEBI Circular
dated December 16, 2022. SEBI’s response in this regard is as under:
A. Benchmarking
APMI’s Query SEBI’s response
1. Old performance of the strategy As per the Circular dated December 16,
should not be lost and the 2022, Once an IA is tagged to a Strategy
requirement of offering exit to and/or to a benchmark, the tagging shall be
investors should not apply. changed only after offering an option to
subscribers to the IA to exit without any
exit load.
But before the implementation of the
circular, if there is any old performance that
exists, the same may not be lost and
requirement of offering exit to investors in
such cases may not apply.
2. Change in benchmark should The same may not be accepted. Once an IA
not be treated as a key attribute is tagged to a Strategy and/or to a
change. benchmark, the tagging shall be changed
only after offering an option to
subscribers to the IA to exit without any
exit load.
3. Definition of Hybrid and Multi Hybrid strategy would include debt and
Asset Strategy. equity.
Multi asset strategy shall include at least 3
asset classes.
Page 171 of 207
4. The requirement of The circular is applicable to both
benchmarks to be relaxed for discretionary and Non- discretionary PMS.
NDPMS.
B. Reporting
APMI’s Query SEBI’s response
1. XIRR reporting shall trigger only You are advised to undertake back testing
for investors who have in this regard and provide Justification why
completed one full year in the investment period of 1 year (or other such
IA. time period such as 6 months or 3 months)
may be suitable for computation of
minimum, maximum and median XIRR.
2. Clarity on definition of portfolio Both represent the same.
aggregates and its difference
with TWRR.
3. Clarification needed on whether The portfolio of all clients needs to be
portfolio of the clients who put considered while reporting XIRR.
negative constraint on stocks
due to compliance stock
concentration or religious
reasons shall be considered for
XIRR reporting.
4. Whether old performance to be In this regard, you are advised to clarify how
carry forward after a change in it is proposed to represent old performance
benchmark to build credible and post transition to a new benchmark. An
verifiable performance track illustration may be provided in this regard. A
record or grandfathered. certain timeline up to which the old
performance may be represented or carried
forward may be suggested with sufficient
illustration.
5. Clarification regarding return in This is explicitly covered in the circular and
Table 1 of the Annexure 1 the annexure to the same. SEBI has no
mentioned in the circular shall further comment to offer.
be different for different IAs of
the portfolio manager.
C. Others
1. Whether a link can be provided We are in agreement with the proposal.
w.r.t peer performance which is
Page 172 of 207
to be made in every marketing
material.
2. Changed format for quarterly In SEBI circular dated December 16, 2022,
report is to be provided. it is mentioned that only Section E
pertaining to “Performance Data” will be
replaced in Annexure-1 at SEBI Circular
dated January 08, 2021, other things shall
remain the same.
3. Can timelines be relaxed for You are advised to provide a suitable
APMI’s peer comparison data in timeline by when the said information may
investor reporting and be reported and the steps involved in the
marketing materials? process along with the time required for
each step.
Page 173 of 207
3. Formats for annual submissions by Portfolio Managers- Proposal on the
Formats
Reference: SEBI Email dated October 11, 2023
Addressed to: APMI
3.1. Kindly find below formats of following Annual Compliance Reports to be
submitted by Portfolio Managers:
3.1.1. Corporate Governance Report.
3.1.2. Certificate of compliance with PMS Regulations and circulars issued
thereunder.
3.1.3. Certificate of Compliance with Performance Reporting Guidelines.
3.1.4. Certificate of compliance with Net worth requirements.
3.2. APMI is advised to issue the aforementioned formats to all Portfolio
Managers for necessary compliance.
3.3. Further, any suggestion with respect to changes in regulation or circulars
issued thereunder may be taken up with IMD-POD.
Formats
1.1.1. Corporate Governance Report
(To be submitted within 30 days of end of Financial Year)
Corporate Governance Report of for FY 20XX-XX
The Corporate Governance Report of the PMS bearing SEBI Registration No
for the FY 20XX-XX is given below:
Remarks (Indicate ‘Yes’ if
complied with and ‘No’ for
non- compliance along with
S. corrective actions taken, if
Particulars
No. any)
1. Whether the Portfolio Manager has disclosed the
performance of benchmark indices in the
periodical reports to be furnished to the client
in terms of the PM Regulations and Circulars
Page 174 of 207
issued thereunder?
2. Whether Board of the Portfolio Manager has
reviewed the compliance of regulations in their
periodical meetings?
3. Whether there is a system of getting quarterly
reports by compliance officer regarding
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?
4. Whether Board of the Portfolio Manager has
reviewed redressal of investors’ grievances?
5. Whether advisory/ caution/ deficiency/ warning
letters issued to the Portfolio Managers by SEBI
have been placed before the Board of the
Portfolio Manager?
6. Whether internal audit of Portfolio Manager has
been conducted by a practicing Chartered
Accountant (“CA”) or Company Secretary (“CS”)
so as to judge the quality of internal procedures
being followed by the Portfolio Manager and
report of the same has been submitted to the
Board of the Portfolio Manager?
7. Whether Portfolio Manager has exercised due
diligence in all its operational activities
This certificate is issued in accordance with requirement of Paragraph 5.2.2 of the SEBI
Master Circular for Portfolio Managers dated March 20, 2023.
For PMS
( )
Name of the Principal Officer
Date:
Page 175 of 207
1.1.2. Certificate of compliance with PMS Regulations and Circulars
( To be submitted within 60 days of end of Financial Year)
Certificate of compliance
with PMS regulations and circulars issued thereunder
This is to certify that the Portfolio Manager bearing SEBI Registration
number ................ has complied with Portfolio Manager Regulations and Circulars issued
thereunder during the FY 20XX-XX except in following instances of non-compliance, if any:
Sl No Details of Non-Compliance Corrective Actions taken
1.
2.
3.
The corrective actions for aforementioned non-compliances are duly approved by Board
of the Portfolio Manager.
This certificate is issued in accordance with requirement of Paragraph 5.2.1.2 of the Master
Circular for Portfolio Managers dated March 20, 2023.
For PMS
( )
Name of the Principal Officer
Date:
Page 176 of 207
1.1.3. Certificate of compliance with Performance Reporting Guidelines
(To be submitted within 60 days of end of Financial Year)
Certificate of Compliance with Performance Reporting Guidelines
The Certificate of Compliance with Performance Reporting Guidelines by the Firm for the PMS
bearing SEBI Registration No for the FY 20XX-
XX is given below:
S. Particulars Remarks
No. (Indicate ‘Yes’ if
complied with and ‘No’ for non-
compliance along with corrective
actions taken, if any)
Whether during the year, Portfolio Manager has
1. Considered all cash holdings and investments in
liquid funds, for calculation of performance.
2. Reported performance data net of all fees and
all expenses (including taxes).
3. Clearly disclosed any change in investment
approach that may impact the performance of
client portfolio, in the marketing material.
4. Ensured that performance reported in all
marketing material and website of the Portfolio
Manager is the same as that reported to SEBI.
5. Ensured that the aggregate performance of the
Portfolio Manager (firm-level performance)
reported in any document shall be same as the
combined performance of all the portfolios
managed by the Portfolio Manager
6. Provided a disclaimer in all marketing material
that the performance related information
provided therein is not verified by SEBI.
7. Carried out the audit of firm- level performance
data in line with standard terms of reference
specified by APMI.
Page 177 of 207
8. Attached/submitted the audit report on firm-level
performance data to SEBI.
This certificate is issued in accordance with requirement of Paragraph 5.3.1 of the Master
Circular for Portfolio Managers dated March 20, 2023 read with Clause 4 of Circular
SEBI/HO/IMD/IMD-PoD-1/P/CIR/2023/133 dated August 02, 2023.
For PMS
( )
Director/ Partner of PMS
Date:
1.1.4. Certificate of compliance with Net worth requirements
(To be submitted within 6 months of end of Financial Year)
Certificate of compliance with Net worth requirements under the SEBI
(Portfolio Managers) Regulations, 2020
This is to certify that the Portfolio Manager bearing SEBI
Registration number .................... has fulfilled the Net worth requirements as stipulated under
the SEBI (Portfolio Managers) Regulations, 2020 as on March 31, 20XX.
Amount in INR
Paid up equity capital
Add: Free Reserves (excluding reserves created out of
revaluation)
Less: Aggregate value of accumulated losses
Less: Deferred expenditure not written off (including
miscellaneous expenses not written off)
Page 178 of 207
Less: Minimum Capital Adequacy/ Net worth requirements
(separately and independently) for any other activity
undertaken under respective SEBI Regulations.
Networth
This certificate is issued in accordance with requirement of Paragraph 5.2.1.1 of the Master
Circular for Portfolio Managers issued on March 20, 2023.
Name of the auditor:
Registration/Membership no.:
Unique Document Identification Number:
Date:
(The certificate has to be issued by a qualified Chartered Accountant based on audited account
within 6 months from the end of Financial Year. PMS to ensure submission to SEBI with proper
forwarding by principal officer.)
Page 179 of 207
4. Clarification regarding paragraphs 2.6 and 2.7 of SEBI Master Circular for
Portfolio Managers
Reference: SEBI Letter No. SEBI/HO/IMD-POD-1/P/OW/2023/50456/1 dated
December 27, 2023
Addressed to: APMI
4.1. This has reference to the paragraphs 2.6 and 2.7 of the SEBI Master Circular
for Portfolio Managers dated March 20, 2023 (hereinafter referred to as
‘Master Circular’). Pursuant to feedback received from APMI, the matter was
examined and following is clarified:
4.1.1. Paragraphs 2.6 and 2.7 of the Master Circular shall be applicable for
discretionary and non-discretionary services provided by the Portfolio
Manager.
4.1.2. Paragraph 2.6 of the Master Circular shall be applicable for co-
investment portfolio management service provided by Portfolio Manager.
Paragraph 2.7 of the Master Circular shall not be applicable for co-
investment portfolio management service provided by Portfolio Manager.
4.1.3. Paragraphs 2.6 and 2.7 of the Master Circular shall not be applicable for
advisory services provided by the Portfolio Manager.
4.1.4. Paragraph 2.7.3 of the Master Circular inter alia mandated Portfolio
Managers with assets under management of INR 1000 crores or more
under discretionary and non-discretionary services, to have in place an
automated system with minimal manual intervention for ensuring
effective funds and securities management. In order to ensure
compliance with the said paragraph, the following may be specified by
APMI:
4.1.4.1. Portfolio Managers, who have crossed the threshold of INR 1000
crores of AUM after April 01, 2023 but before the date of this letter,
shall ensure compliance with the paragraph 2.7.3 of the Master
Circular by June 30, 2024.
4.1.4.2. Portfolio Managers, who would cross the threshold of INR 1000 crores
of AUM after the date of this letter, shall ensure compliance with the
paragraph 2.7.3 of the Master Circular within 6 months from the end
of the month in which the AUM crosses the threshold of INR 1000
crores.
4.1.4.3. The AUM for this purpose shall be the total AUM for discretionary and
non-discretionary services reported at the end of the month on
SEBI/APMI Portal.
Page 180 of 207
4.1.4.4. Once the compliance requirement becomes applicable, the same shall
continue to remain applicable.
4.2. APMI is advised to issue appropriate communication to all Portfolio Managers
to this effect.
Page 181 of 207
5. Provision for Submission of Compliance Reports of PMS through the SEBI
Intermediary Portal
Reference: SEBI Email dated April 29, 2024
Addressed to: APMI
5.1. Portfolio Managers to submit the reports as mentioned in the trail email,
online through the SEBI Intermediary Portal (SI Portal) at
https://siportal.sebi.gov.in/intermediary only. Physical copies of the
reports are required to be retained by the PMSs as part of record keeping
in terms of SEBI (Portfolio Managers) Regulations, 2020 or as informed
by SEBI from time to time.
5.2. Also kindly find below the upload manual for easy reference while
submitting reports.
5.3. All PMSs may be advised to adhere to the timelines with regards to the
submission.
5.4. In case of any technical issues faced while uploading reports, the same
may be flagged with screenshot of the issue to our ITD Team at
portalhelp@sebi.gov.in.
5.5. APMI is advised to issue clarification/ notification to all Portfolio Managers
in this regards.
Upload Manual
Facility to upload periodic regulatory reports/certificates submitted by Portfolio
Managers (PMS)
1. Facility for uploading of following 4 reports/certificates were enabled in the SI Portal viz.
1.1. PMS Improvement in Corporate Governance Report,
1.2. PMS Certificate of Net Worth,
1.3. PMS Certificate of compliance with Regulations,
1.4. PMS Certificate of Compliance with Performance Reporting Guidelines
2. Brief description of the Reports/ Certificates is as follows:
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Sr. Reports/Certificates Description (Regulatory requirements to be verified
No. with latest relevant SEBI Regulations, Circulars, etc.)
2.1 Improvement in 2.1.1. In terms of paragraph 5.2.2. of the Master
Corporate Governance Circular for Portfolio Managers issued on March 20,
Report 2023, Portfolio Managers shall report to SEBI on
compliance with the provisions of the above
guidelines while submitting the annual reports.
2.1.2. The report should reach SEBI within thirty days
from the end of the financial year.
2.2 Certificate of Net Worth 2.2.1. In terms of Regulation 9 of the SEBI (Portfolio
Managers) Regulations, 2020 (“PMS Regulations”),
all Portfolio Managers are required to maintain a net
worth of not less than five crore rupees, provided that
a Portfolio Manager who was granted certificate of
registration prior to the commencement of the PMS
Regulations (notified on January 16, 2020), shall raise
its net worth to not less than five crore rupees within
thirty-six months from such commencement.
2.2.2. The Portfolio Manager is required to fulfil the
net worth requirements under the PMS Regulations,
separately and independently, of the capital
adequacy requirements, if any, for each activity
undertaken by it under the relevant Regulations.
2.2.3. "Net worth" means the aggregate value of paid
up equity capital plus free reserves (excluding
reserves created out of revaluation) reduced by the
aggregate value of accumulated losses and deferred
expenditure not written off, including miscellaneous
expenses not written off.
2.2.4. In terms of paragraph 5.2.1.1 of the Master
Circular for Portfolio Managers issued on March 20,
2023, Portfolio Managers are required to submit to
SEBI, 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.
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2.3 Certificate of compliance 2.3.1. In terms of paragraph 5.2.1.2 of the Master
with Regulations Circular for Portfolio Managers issued on March 20,
2023, Portfolio Managers are required to submit to
SEBI, 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.
2.3.2. Further, details of non-compliance along with
the corrective actions, if any, duly approved by Board
of the Portfolio Manager, shall also be provided.
2.4 Certificate of Compliance 2.4.1. Paragraph 4.5.3. of the Master Circular for
with Performance Portfolio Managers issued on March 20, 2023 may be
Reporting Guidelines referred which specifies the manner in which
performance benchmark reporting to clients is
required to be done.
2.4.2. The firm-level performance data of Portfolio
Managers shall be audited annually. Confirmation
with compliance with paragraph 4.5.3. of the Master
Circular for Portfolio Managers issued on March 20,
2023, shall be reported to SEBI within sixty days of
end of each financial year.
2.4.3. The said report to SEBI shall be certified by the
Directors/Partners of the Portfolio Manager or by
person(s) authorized by the Board of
Directors/Partners of the Portfolio Manager.
3. PMS can upload the aforementioned reports @ the following path:
Portfolio Managers → Other Reports → Report Module → Proceed to Upload → Select
Report Type → Proceed
4. Details steps to upload the reports are mentioned hereunder:
4.1. Click on Portfolio Managers → Other Reports → Report Module
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4.2. Click on Proceed to Upload
4.3. The reports will appear as under.
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4.4. Say, Report – PMS Certificate of Net Worth is to be uploaded. Select the report and
click on Proceed:
4.5. Click on Browse file to select the relevant file and then click on Upload
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5. Status of the uploaded reports can be viewed at the following path:- Portfolio Managers →
Other Reports → Report Module → Proceed to Upload
5.1. Click on View Uploads button
5.2. Select the Report Type, and enter 'Submit Date' Range and click on Search.
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5.3. Status of the uploaded file may be viewed under Search Results. In case file has been
processed as Error, click on the View Error button.
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6. Entities/Persons/Whatsapp/Telegram groups impersonating as
Registered Portfolio Managers
Reference: SEBI letter no. SEBI/HO/IMD/IMD-SEC-4/OW/2024/14375/1
dated April 15, 2024
Addressed to: APMI
6.1. It has been brought to the notice of SEBI that some entities/persons
are impersonating as SEBI Registered Portfolio Managers in
Telegram groups/Whatsapp groups/ social media platforms like
Facebook/Instagram/Twitter etc, and thereby misleading the
investors to defraud them. These entities may be soliciting funds
from the investors and claiming to provide investment advisory
services by camouflaging themselves as SEBI registered Portfolio
Managers / entities associated with SEBI registered Portfolio
Managers.
6.2. In view of the proliferation of such activities on social media, which
are dubious in nature and not in the interest of investors, who intend
to avail Portfolio Management Services, APMI is advised to
communicate the following to its SEBI registered Portfolio
Managers:
6.2.1. Portfolio Managers shall be vigilant and regularly monitor
social media to identify the entities / groups which camouflage
themselves as registered Portfolio Managers or misuse the
names of concerned Portfolio Managers to lure the investors
for investments.
6.2.2. Based on this continuous monitoring of such entities,
concerned Portfolio Manager should promptly take
appropriate actions including issuing a press release / public
notice, filing FIR etc. to ensure that such entities / groups are
prevented from misusing names of such Portfolio Manager.
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7. Selection of Secondary Benchmarking for PMS.
Reference: SEBI letter no. SEBI/HO/IMD/IMD-PoD-2/P/OW/2024/31192/1
dated October 03, 2024
Addressed to: APMI
7.1. This is in respect of recommendation received from Working Group for
selection of secondary benchmark for PMS and submissions made by
you. Based on the same, following shall be noted:
7.1.1. Selection of Secondary Benchmark and its disclosure by PMS is
purely optional. However, if a Portfolio Manager chooses to select
and disclose secondary benchmark then following modalities shall
apply:
7.1.1.1. Secondary Benchmark shall be chosen from the list as
enclosed at Annexure A (constituting widely tracked and
non-bespoke indices which are tracked by passive mutual
funds or act as primary benchmark for actively managed
mutual funds with collective Assets under Management
(AUM) of Rs.25,000 crore and above) below, tagging of
which shall be made more closely to Investment Approach.
Further, it shall be ensured that the secondary benchmark
chosen shall be aligned with both Strategy and Primary
Benchmark as well.
In addition, APMI may, in consultation with SEBI, modify the
benchmarks prescribed based on the feedback received
from the stakeholders and on need arising from the evolution
of the industry.
7.1.1.2. The Board of the Portfolio Managers shall be responsible for
ensuring appropriate selection of secondary benchmark for
each IA.
7.1.1.3. In addition to the primary benchmark specified in the APMI
Circular dated March 23, 2023 (pursuant to issuance of SEBI
letter dated December 16, 2022), the Portfolio Manager can
assign only one secondary benchmark to each of their
Investment Approach, out of the list prescribed, which shall
be consistent with Strategy and Primary Benchmark as well.
7.1.1.4. The disclosure norms for secondary benchmarks should be
consistent with those for primary benchmarks, as outlined in
the SEBI Circular dated December 2022, and the APMI
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Circular dated March 23, 2023 pursuant to issuance of SEBI
letter dated December 16, 2022.
7.1.1.5. The format for disclosing secondary benchmarks should be
the same as that for primary benchmarks, as followed by
Portfolio Managers with reference to the SEBI Circular dated
December 16, 2022 and the APMI Circular dated March 23,
2023 pursuant to issuance of SEBI letter dated December
16, 2022.
7.1.1.6. Change of secondary benchmark: Any change in secondary
benchmark shall follow the same process as of changing the
primary benchmark, and all rules and regulations regarding
such a change will apply.
7.1.1.7. APMI shall not display the secondary benchmark's
performance on its website. Only the primary benchmark's
performance will be displayed.
7.1.1.8. Once selected, the Portfolio Manager must show, in all
communication to customers or the public where past
performance is tabulated or charted, the performance of the
secondary benchmark in the same manner as the primary
benchmark.
7.2. APMI is advised to communicate the above to all PMs
Annexure A
List of Secondary Benchmark (Based on AUM as on August 31, 2024)
Sr. Index
No.
1 NIFTY 50
2 Nifty Midcap 150
3 NIFTY Liquid Index A-I
4 Nifty Large Midcap 250
5 Nifty Smallcap 250 Index
6 Nifty 100
7 NIFTY 50 Arbitrage
8 S&P BSE Sensex
9 CRISIL Liquid Debt A-I Index
10 CRISIL Hybrid 35+65 - Aggressive Index
11 NIFTY 500 Multicap 50:25:25
12 S&P BSE 100
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13 CRISIL Money Market A-I Index
14 NIFTY Corporate Bond Index A-II
15 NIFTY Low Duration Debt Index A-I
16 S&P BSE 250 Small Cap
17 NIFTY Money Market Index A-I
18 NIFTY Short Duration Debt Index A-II
19 CRISIL Liquid Overnight Index
20 Nifty Banking & PSU Debt A-II Index
21 NIFTY Ultra Short Duration Debt Index A-I
22 CRISIL Short Duration Debt A-II Index
23 NIFTY 50 Hybrid Composite Debt 65:35 Index
24 Nifty 200 (65%) + Nifty Composite Debt Index (25%) +
Domestic Price of Gold (6%) + Domestic Price of Silver
(1%) + iCOMDEX Composite Index (3%)
25 Nifty CPSE
26 S&P BSE Midcap 150
27 NIFTY Equity Savings
28 Nifty Financial services
29 Nifty Bank
30 Nifty India manufacturing
31 Nifty Composite Debt Index A-III
32 BSE India infrastructure
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8. Offsite monitoring of qualitative compliance aspects through
Compliance Monitoring Module (CMM) for Portfolio Managers
Reference: SEBI letter no. SEBI/HO/OW/IMD/SEC-Div3/P/2025/9695/1
dated March 28, 2025
Addressed to: APMI
8.1. In order to enhance the scope of offsite supervision over qualitative
compliance requirements and to nudge the Portfolio Managers about
their regulatory obligations, Principal Officer shall be required to
submit a signed declaration of specific compliance requirements and
upload supporting documents in case of other compliance
requirements.
8.2. The details of these compliance requirements and the relevant
documentation, as mentioned in the Annexures, were finalized in
consultation with APMI and industry participants. The compliance
requirements under this module may be updated by the SEBI from
time to time.
8.3. In order to implement the same, SEBI has developed a module i.e.
Compliance Monitoring Module (CMM) in PARAS Portal for Portfolio
Managers for compliance reporting of qualitative aspects. The details
related to the working of CMM is as below:
8.3.1. Process: Principal Officer of the Portfolio Manager shall be
responsible for submitting responses.
8.3.2. Frequency of submission: Frequency of submission on PMS
Portal will be quarterly for all the requirements. However, to
ensure ease of compliance, the submission of the documents will
be event based such that document submission is required only
where there is change from the previous submission. For
instance, for the requirement ‘Whether independent chartered
accountant has certified that the contents of the Disclosure
Document shared with clients are in compliance with regulatory
requirement’, if there is a change in the Disclosure Document, the
PM will upload revised independent CA certificate certifying the
contents of DD. Wherever there is no change, the Portfolio
Manager can indicate no change from previous submission.
8.3.3. Upload of supporting documents: With respect to 26
compliance parameters, Principal Officer will be required to
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submit a signed declaration in the format finalized by APMI every
quarter (Annexure A). For other compliance parameters, PMs will
have to upload supporting documents based on Annexure B.
Wherever, documents/declarations are dependent on audit
report, the same can be submitted based on latest available audit
report as on end of the respective quarter.
8.3.4. Applicable timelines: Principal officer will be required to submit
their responses within one month from end of reporting period
starting from Q1 of FY 2025-26. Accordingly, first such
submission shall be made by PMs for period April-June 2025 by
July 31, 2025.
8.4. In view of above, APMI is advised to circulate these Guidelines to all
Portfolio Managers promptly, and the Portfolio Managers shall be
advised to place these Guidelines before their Board/Partners, and
comply with the said Guidelines as per the timelines stipulated in this
letter.
Annexure A:
To
Securities and Exchange Board of India
Mumbai, India
COMMON DECLARATION ON COMPLIANCE OF QUALITATIVE ASPECTS
I/We hereby confirm complying with the below mentioned:
1. Requirements for Dealing Room and Dealing Team as specified in paragraph
2.7.2 and maintenance of audit trail for all activities related to management
of funds and securities of clients as per paragraph 2.7.4 of the Master Circular
for Portfolio Managers (Master Circular).
2. The Portfolio Manager, Principal Officer, Directors, Promoters, Partners and
Key Management Persons by whatever name called are fit and proper
persons based on the criteria specified in Schedule II of the SEBI
(Intermediaries) Regulations, 2008.
3. No disciplinary action was taken against us as mentioned in Regulation
7(2)(f) in the current quarter.
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4. The agreements entered with clients in the current quarter are compliant with
regulatory requirements including but not limited to Regulations 22(1) and
22(2).
5. All heads of fees were part of the agreement entered between us and each
client.
6. Disclosures are made regarding performance as per Regulation 22(4)(e) in
terms paragraph 4.5, 4.6 and 4.6A of Master Circular to all the active clients.
7. Automated systems are in place for funds and securities management in
compliance with paragraph 2.7.3 of the Master Circular.
8. There is no deviation in disclosure documents shared with clients from the
provisions made in Regulation 22(4) read with Schedule V and Regulation
22(12).
9. All material changes are disclosed in Disclosure Document and filed with
SEBI in a timely manner.
10. The funds of discretionary clients are managed individually and
independently by us without partaking the character of a Mutual Fund and we
have followed all directions of our non-discretionary clients with respect to
fund management.
11. We act in a fiduciary capacity with regard to the client's funds.
12. The funds of all clients are kept in a separate accounts maintained in a
Scheduled Commercial Bank.
13. We transact in securities within the limitation placed by the client himself with
regard to dealing in securities under the provisions of the Reserve Bank of
India Act, 1934 (2 of 1934).
14. We have not derived any direct or indirect benefit out of the client's funds or
securities.
15. We have not lent the securities held on behalf of the clients to a third person
except as provided under the regulations.
16. Money or securities accepted by us are invested or managed in terms of the
agreement between us and the client.
17. We have an alert based system in place to monitor compliance with the
prudential limits on investments.
18. We have not invested the clients’ funds in the portfolio managed or
administered by another portfolio manager.
19. We have not invested client’s fund based on the advice of any other entity.
20. We confirm ordinarily purchasing or selling of securities separately for each
client and in the event of aggregation of purchases or sales for economy of
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scale, inter se allocation is done on a pro rata basis and at weighted average
price of the day's transactions.
21. We have segregated each clients' funds and portfolio of securities from
his/her own funds and securities and are responsible for safekeeping of
clients' funds and securities.
22. We have provided audited portfolio accounts to all clients as per Regulation
30.
23. Statements were furnished to all the client highlighting the details as per
Regulation 31(1).
24. All clients whose contracts were terminated in the current quarter were
provided with statement of account as per Regulation 31(3).
25. All related party/associates transactions were carried out in compliance with
regulatory provision.
26. We have dispatched/sent physical copy of periodic report to clients as
required under Regulation 31(1) of SEBI(PMS) Regulations, 2020 in
instances of failure/rejections/returned undelivered emails regarding the
same.
For and on Behalf of
(Entity Name)
________________________
27. Signature of the Principal Officer
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Annexure B
S. Particulars Status Documentation
No. Required
1 1. Whether Portfolio Manager is Compliant/ Common
complying with requirements for Compliant (No Declaration
Dealing Room and Dealing Team as Change)/
Non-compliant/
specified in paragraph 2.7.2 of Master
Partially
Circular for Portfolio Managers?
compliant/Not
2. Whether audit trail is maintained for
Applicable
all activities related to management of
funds and securities of clients as per
paragraph 2.7.4 of Master Circular for
Portfolio Managers?
2 Whether the Portfolio Manager has Compliant/ - BCP policy to
adequate infrastructure and disaster Compliant (No be uploaded by the
recovery set-up? Change)/ PM once a year.
Non-compliant/
Partially - And for the
compliant/Not rest of the quarters,
Applicable if there is no change,
the PM can indicate
“Compliant (No
Change)” in the
module.
- If there’s a
change the revised
file has to be
uploaded.
3 Was the Portfolio Manager’s website Compliant/ - The PM who
accessible at all points of time during the Compliant (No does not have a
current quarter? Change)/ website will submit
Non-compliant/ the dropdown option
Partially as ‘Not compliant ‘’
compliant/Not
Applicable - The PM who
has a website will
upload the server
downtime report. If
there was no
downtime during the
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quarter, PM can
respond
“Compliant”.
4 Whether any Yes/No - ATR will be
warning/deficiency/advisory/observation uploaded by the PM
was issued to the Portfolio Manager in where there is a
previous quarter? If yes, provide action case of any
taken report for compliance with the warning/deficiency/a
same. dvisory/observation
issued to the PM in
the previous quarter.
- For others,
the PM will select the
dropdown as “No”
5 Whether the Portfolio Manager, its Yes/No Common
principal officer, its director, promoter, Declaration
partners and key management persons
by whatever name called are fit and
proper persons based on the criteria
specified in Schedule II of the SEBI
(Intermediaries) Regulations, 2008.
6 Whether any disciplinary action was Yes/No Common
taken against the entities as mentioned in Declaration
Regulation 7(2)(f) in the current quarter.
If yes, provide details.
7 Whether the agreements entered with Compliant/ Common
clients in the current quarter are Compliant (No Declaration
compliant with regulatory requirements Change)/
including but not limited to Regulations Non-compliant/
22(1) and 22(2)? Partially
compliant/Not
Applicable
8 Whether consent was obtained from all Yes/No - PM’s will
clients onboarded in this quarter by the upload the report
Portfolio Manager for investment in defining the status of
associates/related entities? If not, the consent obtained
reasons thereof and number of such from the clients.
clients.
- Report format
to be prepared by
APMI
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9 Whether all heads of fees were part of Compliant/ Common
agreement entered by Portfolio Manager Compliant (No Declaration
with all its all clients? Change)/
Non-compliant/
Partially
compliant/Not
Applicable
10 Whether disclosures made by the Compliant/ Common
Portfolio Manager regarding its Compliant (No Declaration
performance as per Regulation 22(4)(e) Change)/
and in terms paragraphs 4.5, 4.6 and Non-compliant/
4.6A of Master Circular to all the active Partially
clients of the Portfolio Manager? Also compliant/Not
provide details of objections raised upon Applicable
such disclosures by clients, if any.
11 Whether the Portfolio Managers is Compliant/ - PMS with
compliant with cyber security and cyber Compliant (No AUM above INR
resilience framework as specified in Change)/ 3000 crore, the PM
paragraph 2.8 of Master Circular for Non-compliant/ will upload their
Portfolio Managers? Partially cyber-security
compliant/Not policy.
Applicable - And for the
rest of the quarters,
if there is no change,
the PM will select the
dropdown stating
“Compliant (No
Change)”
- PMS with
AUM below INR
3000 crores, the PM
will select the drop
down as “Not
Applicable"
12 Whether the Portfolio Manager has Compliant/ Common
automated system in place for funds and Compliant (No Declaration
securities management in compliance Change)/
with paragraph 2.7.3 of Master Circular Non-compliant/
for Portfolio Managers? Partially
compliant/Not
Applicable
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13 Whether there is any deviation in Yes/No Common
disclosure documents shared with clients Declaration
from the provisions made in Regulation
22(4) read with Schedule V and
Regulation 22(12)? If yes, provide
details.
14 Whether independent chartered Compliant/ - The PM will
accountant has certified that the contents Compliant (No upload the CA
of the Disclosure Document shared with Change)/ certificate once in a
clients are in compliance with regulatory Non-compliant/ year.
requirement. Partially
compliant/Not - And for the
Applicable rest of the quarters,
if there is no change,
the PM can indicate
“Compliant (No
Change)” in the
module.
- If there is a
change in the
Disclosure
document, the PM
will upload the
revised file.
15 Whether all material changes disclosed Compliant/ Common
in Disclosure Document and filed with Compliant (No Declaration
SEBI in timely manner? Change)/
Non-compliant/
Partially
compliant/Not
Applicable
16 1. Whether the funds of discretionary Compliant/ Common
clients are managed individually Compliant (No Declaration
and independently by the Portfolio Change)/
Non-compliant/
Manager without partaking the
Partially
character of a Mutual Fund?
compliant/Not
2. Whether the Portfolio Manager
Applicable
followed all directions of its non-
discretionary clients with respect
to fund management.
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17 Whether the portfolio manager has acted Compliant/ Common
in a fiduciary capacity with regard to the Compliant (No Declaration
client's funds. Change)/
Non-compliant/
Partially
compliant/Not
Applicable
18 Whether the portfolio manager keeps the Yes/No Common
funds of all clients in a separate account Declaration
maintained in a Scheduled Commercial
Bank?
19 Whether the portfolio manager transacts Yes/No Common
in securities within the limitation placed Declaration
by the client himself with regard to
dealing in securities under the provisions
of the Reserve Bank of India Act, 1934 (2
of 1934).
20 Whether the portfolio manager has Yes/No Common
derive any direct or indirect benefit out of Declaration
the client's funds or securities.
21 Whether the portfolio manager has lent Yes/No Common
securities held on behalf of the clients to Declaration
a third person except as provided under
these regulations.
22 Whether the money or securities Yes/No Common
accepted by the portfolio manager are Declaration
invested or managed by the portfolio
manager in terms of the agreement
between the portfolio manager and the
client.
23 Whether the Portfolio Manager has an Yes/No Common
alert based system in place to monitor Declaration
compliance with the prudential limits on
investments?
24 Whether the portfolio manager has Yes/No Common
invested the clients’ funds in the portfolio Declaration
managed or administered by another
portfolio manager.
25 Whether the portfolio manager has Yes/No Common
invested client’s fund based on the Declaration
advice of any other entity.
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26 Whether the portfolio manager ordinarily Compliant/ Common
purchases or sells securities separately Compliant (No Declaration
for each client and in the event of Change)/
aggregation of purchases or sales for Non-compliant/
economy of scale, inter se allocation shall Partially
be done on a pro rata basis and at compliant/Not
weighted average price of the day's Applicable
transactions.
27 Whether the portfolio manager has Yes/No Common
segregated each clients' funds and Declaration
portfolio of securities from his own funds
and securities and is responsible for
safekeeping of clients' funds and
securities.
28 Whether independent Chartered Yes/No - The PM will
Accountant has certified that the Portfolio upload the latest
Manager has followed proper accounting available CA
methods and procedures and that the certificate.
portfolio Manager has performed his
duties in accordance with the law while
maintaining client-wise accounts as per
the provisions of Regulation 30?
29 Whether the portfolio manager has Compliant/ Common
provided audited portfolio accounts to all Compliant (No Declaration
clients as per Regulation 30? If not, Change)/
reasons thereof and number of such Non-compliant/
clients. Partially
compliant/Not
Applicable
30 Whether statements were furnished to all Compliant/ Common
the client highlighting the details as per Compliant (No Declaration
Regulation 31(1). If not, reasons thereof Change)/
and number of such clients. Non-compliant/
Partially
compliant/Not
Applicable
31 Whether all clients whose contracts were Compliant/ Common
terminated in the current quarter were Compliant (No Declaration
provided with statement of account Change)/
Regulation 31(3). If not, reasons thereof Non-compliant/
and number of such clients.
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Partially
compliant/Not
Applicable
32 Whether all related party/associates Compliant/ Common
transactions were carried out in Compliant (No Declaration
compliance with regulatory provision? Change)/
Non-compliant/
Partially
compliant/Not
Applicable
33 Whether Portfolio Manager has Yes/No Common
dispatched/sent physical copy of periodic Declaration
report to clients as required under
Regulation 31(1) of SEBI(PMS)
Regulations, 2020 in instances of
failure/rejections/returned undelivered
emails regarding the same?
34 Whether the investor grievance redressal Compliant/ - The PM will
and dispute resolution procedure is in line Compliant (No upload the investor
with regulatory provisions of SEBI? Is Change)/ grievance redressal
there was any delay provide details Non-compliant/ and dispute
thereof. Partially resolution policy
compliant/Not once
Applicable
- If there is any
change the PM will
upload the revised
file.
35 Whether there were any adverse findings Yes/No - The PM will
in the internal audit? If yes, provide upload the latest
compliance status against the same. Internal Audit report
and compliance
status of adverse
findings, if any.
36 Provide audited Financial Statements of Compliant/ - The PM will
the Portfolio Manager. Compliant (No upload the latest
Change)/ financial statement.
Non-compliant/ - And for the
Partially rest of the quarters,
compliant/Not if there is no change,
Applicable the PM can indicate
“Compliant (No
Page 204 of 207
Change)” in the
module.
- If there’s a
change the revised
file has to be
uploaded.
37 Whether the AML policy covers the Compliant/ - The PM will
following dealings: Compliant (No upload the AML
a. Details of your associates dealing Change)/ policy once
as clients through you. Non-compliant/
b. Whether continuous due diligence Partially - For the rest of
and scrutiny is being conducted for the compliant/Not the quarters, if there
clients? Applicable is any change, the
c. Whether client details including PM will upload the
financial details are reviewed periodically revised one.
and updated?
d. Whether sufficient information is
obtained in order to identify persons who
beneficially own or control securities
account?
e. Whether risk / investment profiling
of the clients has been done as per the
written down policy of the company?
f. Instances of cash/ DD
acceptance, if any,
g. Names of the clients for whom
KYC has not been maintained.
h. Names of the clients for whom in-
person verification has not been done.
i. Details regarding third party
payments / receipts of funds / securities;
viz. name of client, value involved, date,
account from / to transferred and reason
for the same.
j. Provide the copy of policies as
required under paragraphs 3.1 and 3.2 of
SEBI Circular dated September 30,
2022. Also, provide the certified copy of
respective Board/ equivalent body
Resolution/ Minutes for the same.
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k. Please explain detail the
procedure, process undertaken with
regard to the following aspects:
i. PMLA policy & instance of
Cash/Suspicious Transactions.
ii. Client due diligence (CDD)
policy.
iii. Client acceptance policy
iv. Settlement of funds/
securities
v. Account Opening
Procedure
vi. Issuance and collection of
cheques to/from clients.
vii. Controls in place to prevent
acceptance/issuance of
funds/securities from other than
clients.
viii. Suspicious transaction
monitoring and reporting
ix. Freezing of funds, financial
assets or economic resources or
related services
38 Please explain in detail the policy, Compliant/ - The PM will
process/procedure undertaken by you Compliant (No upload their KYC
Change)/
with respect to dealing with the following: policy once.
Non-compliant/
a. Account opening procedure / - For the rest of
Partially
On-boarding of clients the quarters, if there
compliant/Not
is any change, the
b. Fees and charges Applicable
PM will upload the
c. Risk / investment profiling revised one.
d. Investment Approach
e. Performance of the Portfolio
Manager
f. Investment of clients’ fund
and management of clients’
securities.
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g. Maintenance of books of
accounts, records etc. as per
Regulation 27 & 29.
h. Advisory Services provided
i. Conflict of interest
j. Know your client procedure
k. Segregation of activities
related to portfolio
management services with
other activities
l. Basis of trade allocation for
the clients (i.e. pre-trade and
post-trade) and the manner of
allocating trades (whether it is
manual or automated) once
trades are confirmed by the
broker. The technology used
by the portfolio managers and
whether the same is in line
with updated technology.
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