CIRCULAR
SEBI/HO/IMD/IMD-PoD-1/P/CIR/2023/133 August 02, 2023
To
All Portfolio Managers,
Association of Portfolio Managers in India (‘APMI’)
Sir / Madam,
Subject: Audit of firm-level performance data of Portfolio Managers
1. As per paragraph 5.3.1 of the SEBI Master Circular No. SEBI/HO/IMD/IMD-POD-
1/P/CIR/2023/38 dated March 20, 2023 (‘Master Circular’), Portfolio Managers are
required to audit firm-level performance data on an annual basis and submit the
confirmation of compliance with paragraph 4.5.3 of the Master Circular to SEBI within
sixty days of the end of each financial year.
2. As per the aforesaid requirement, 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.
3. Standard Terms of Reference by APMI:
3.1. In order to have uniformity, it has been decided that APMI, in consultation with
SEBI, shall specify standardised Terms of Reference (‘ToR’) for aforesaid audit of
firm-level performance data.
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.
3.3. The standard ToR specified by APMI shall be 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.
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4. Submission of reports:
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 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.
4.2. Portfolio Managers shall submit audit report on firm-level performance data to
SEBI within sixty days from end of each financial year.
5. The provisions of this circular shall come into effect from the date of issuance of this
circular.
6. This circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992, read with the provisions of Regulation
43 of SEBI (Portfolio Managers) Regulations, 2020, to protect the interest of investors
in securities and to promote the development of, and to regulate the securities market.
7. This circular is available on SEBI website at http://www.sebi.gov.in under the category
“Legal -> Circulars”.
Yours faithfully,
Peter Mardi
Deputy General Manager
Investment Management Department
Tel: 022 - 26449233
Email: peterm@sebi.gov.in
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