Subject: Clarification regarding amendment to SEBI (Portfolio Managers) Regulations, 2020
1. The Securities and Exchange Board of India (Portfolio Managers) Regulations, 2021 (PMS Regulations) were amended vide notification dated November 09, 2021, to facilitate co-investment by investors of Alternative Investment Funds (AIF) through the portfolio management route. Copy of the notification is available at link.
2. In this regard, the following is specified:
2.1 Procedure for undertaking of Co-investment portfolio management services
The Co-investment portfolio management services shall be provided in the following manner:
(i) A Manager of an AIF who is also a SEBI registered Portfolio Manager, and intends to offer Co-investment services through portfolio management route, shall do so only under prior intimation to SEBI.
(ii) Any other Manager who is not a SEBI registered Portfolio Manager, and intends to offer Co-investment services through portfolio management route, shall seek registration from SEBI as a Portfolio Manager in terms of the PMS Regulations. Pursuant to 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 PMS Regulations including eligibility criteria, and with the prior approval of SEBI.
2.2. Periodic reporting by Portfolio Managers
(i) In partial modification to provisions of Circular No. SEBI/HO/IMD/DF1/CIR/P/2021/02 dated January 08, 2021, Portfolio Managers shall submit a monthly report regarding their portfolio management activity, on SEBI Intermediaries Portal within 7 working days of the end of each month, as per the revised format enclosed at Annexure A, which includes details of Co-investment offered by Portfolio Manager.
ii. Further, in modification to paragraph D.12 of Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020, Portfolio Managers shall furnish a report to their clients on a quarterly basis, as per the revised format enclosed at Annexure B, which includes details of Co-investment offered by Portfolio Manager.
2.3. Fees and charges
(i) In partial modification to paragraph A.3 of Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020, the provisions with respect to fees and charges as specified therein, shall not be applicable to Co-investment services. The provisions of the aforesaid paragraph A.3 shall remain unchanged for portfolio management services other than Co-investment.
2.4. Direct on-boarding of clients by Portfolio Managers
(i) In partial modification to paragraph B of Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020, the provisions with respect to direct on-boarding of clients by Portfolio Managers as specified therein, shall not be applicable to Co-investment services. The provisions of the aforesaid paragraph B shall remain unchanged for portfolio management services other than Co-investment.
3. The reporting requirements as per the revised formats mentioned at paragraph 2.2 of this Circular, shall be applicable for monthly reports to SEBI and quarterly reports to clients, from the month of April 2022 onwards. The remaining provisions of this Circular shall come into effect from the date of applicability of the aforesaid notification, as available in the link.
4. This Circular is issued in exercise of powers conferred under Section 11(1) of the SEBI Act, 1992 read with the provisions of Regulation 43 of the 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.
5. The circular is available on SEBI website at www.sebi.gov.inunder the categories “Info for –Portfolio Managers” and “Legal framework -Circulars”.
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Annexure – A
Format for Monthly Report to SEBI
Report for the month of ________ FY _____
Type of Services Offered
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Sl. No. |
Type of Service Offered |
Whether the service is offered |
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1 |
Discretionary Service |
Yes/No |
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2 |
Non-Discretionary Service |
Yes/No |
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3 |
Advisory Service |
Yes/No |
A. Break-up of clients of the Portfolio Manager
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Particulars |
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Domestic Clients |
Foreign Clients |
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PF/ EPFO |
Corporates |
Non- Corporates |
Non Residents |
FPI |
Others |
Total |
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No. of unique Clients as on last day of the month |
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Assets under Management (AUM) as on last day of the month |
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B. Break-up of assets under management of the Portfolio Manager
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Investment Approach |
Funds Inflow/Outflow in the Approach |
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Assets Under Management as on last day of the month (in INR crores) |
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Equity |
Plain Debt |
Structured Debt |
Derivatives |
Mutual Funds |
Others |
Total |
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Outflow in the month |
Inflow in the Month |
Listed |
Unlisted |
Listed |
Unlisted |
Listed |
Unlisted |
Equity |
Commodity |
Others |
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Approach 1 |
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Approach 2 |
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— |
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Approach ‘N’ |
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Total |
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C. Transaction Data
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Sl. No. |
Particulars |
Figures |
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1 |
Sales in the month (in INR crores ) |
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2 |
Purchases in the month (in INR crores ) |
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3 |
Portfolio Turnover Ratio = (Higher of Purchases or Sales in the month /Average AUM) |
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Note: Average AUM to be computed based on daily average
D. Performance Data
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Investment Approach |
AUM (in INR Cr) |
Returns (%) |
Portfolio Turnover Ratio |
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1 month |
1 year |
1 month |
1 year |
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Investment Approach 1 |
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Benchmark 1 |
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Investment Approach 2 |
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Benchmark 2 |
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Investment Approach ‘N’ |
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Benchmark ‘N’ |
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Total |
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II. Data for Non- Discretionary Services
E. Break-up of clients of the Portfolio Manager
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Particulars |
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Domestic Clients |
Foreign Clients |
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PF/ EPFO |
Corporates |
Non- Corporates |
Non Residents |
FPI |
Others |
Total |
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No. of unique Clients as on last day of the month |
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Assets under Management (AUM) as on last day of the month |
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F. Break-up of assets under management of the Portfolio Manager
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Funds Inflow in the month |
Funds Outflow in the month |
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Assets Under Management as on last day of the month (in INR crores) |
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Equity |
Plain Debt |
Structured Debt |
Derivatives |
Mutual Funds |
Others |
Total |
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Listed |
Unlisted |
Listed |
Unlisted |
Listed |
Unlisted |
Equity |
Commodity |
Others |
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G. Transaction Data
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Sl. No. |
Particulars |
Figures |
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1 |
Sales in the month (in INR crores ) |
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2 |
Purchases in the month (in INR crores ) |
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3 |
Portfolio Turnover Ratio = (Higher of Purchases or Sales in the month /Average AUM)* |
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Note: Average AUM to be computed based on daily average
H. Performance Data
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AUM (in INR Cr) |
Return |
s (%) |
Portfolio Turnover Ratio |
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1 month |
1 year |
1 month |
1 year |
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III. Data for Advisory Services
I. Break-up of client base of the Portfolio Manager
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Particulars |
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Domestic Clients |
Foreign Clients |
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PF/ EPFO |
Corporates |
Non- Corporates |
Non Residents |
FPI |
Others |
Total |
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No. of unique Clients as on last day of the month |
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Assets under Management (AUM) as on last day of the month |
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IV. Data for Co-investment Services
J. Break-up of clients of the Portfolio Manager
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Type of Client |
Domestic Clients |
Foreign Clients |
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Total Clients |
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Corporates |
Non-Corporates |
Corporates |
Non Residents |
Others |
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No. of unique Clients as on last day of the month |
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Value of the Assets for which Co-investment Services are being given (Amount in INR crores) |
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K. Break-up of assets under management of the Portfolio Manager
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Funds Inflow in the month |
Funds Outflow in the month |
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Assets Under Management as on last day of the month (in INR crores) |
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Equity |
Plain Debt |
Structured Debt |
Others |
Total |
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Note: AUM may be calculated on cost basis or in any manner as may be specified by SEBI
V. Data on Complaints
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Type of Client |
Total No. of complaints |
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Pending at the beginning of the month |
Received during the month |
Resolved during the month |
Pending at the end of the month |
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Domestic – PF/ EPFO |
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Domestic Corporates |
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Domestic Non- Corporates |
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Foreign – NR |
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Foreign – FPI |
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Foreign- Corporates |
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Foreign -Others |
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Total |
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Note: Data on investor complaints registered through SCORES or which are directly received by Portfolio Manager to be provided
____________________________
Annexure B – Quarterly Reporting to Client
Account Statement for Quarter ended ___________
Email ID:_________
Tel Number:________
Name of Distributor:_________
A. Account Overview
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Name of the Client* |
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PAN* |
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Address |
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Phone number |
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Unique Client Code |
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Account Activation date |
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Type of Portfolio Management Service |
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Investment approach for the account |
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Benchmark for the investment approach |
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Amount managed under the Investment Approach |
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% AUM under investment approach |
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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
(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 Coinvestment services
B. Portfolio Details:
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Portfolio Allocation |
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Type of Security |
Purchase Value |
Market Value (as on quarter end) |
% of Assets Under Management |
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(in Rs) |
(in Rs) |
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Equity |
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Plain Debt |
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Structured Debt |
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Equity Derivatives |
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Commodity Derivatives |
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Portfolio Allocation |
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Type of Security |
Purchase Value |
Market Value (as on quarter end) |
% of Assets Under Management |
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(in Rs) |
(in Rs) |
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Goods |
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Mutual Funds |
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Cash and equivalent |
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Other Assets |
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Total |
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Note:
(i) Portfolio Managers offering Co-investment services, may provide details as applicable, for assets permitted to be managed by them.
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Portfolio Summary
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Particulars |
(in Rs) |
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Portfolio Value at the beginning of quarter |
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Portfolio Value at the end of quarter |
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For the quarter |
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1. Capital Inflow |
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2. Capital Outflow |
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3. Interest Income |
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4. Dividend Income |
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5. Other Income |
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6. Management Fee |
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7. Performance Fee |
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8. Expenses at actuals |
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9. Other expenses |
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10. Realized Gain/ Loss |
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11. Unrealized Gain/ Loss |
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Commission paid to Distributor |
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Brokerage paid |
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Note:
(i) Portfolio Managers offering Co-investment services, may provide details as applicable
C. Performance of Portfolio
Disclaimer: Performance data for Portfolio Manager and Investment Approach provided hereunder is not verified by any regulatory authority.
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Performance report for Client Portfolio and Investment Approach
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Particulars |
1 Year |
3 Years |
5 Years |
10 Years |
Since Inception |
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Returns of Client Portfolio |
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Aggregate Returns of Investment Approach |
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Benchmark Performance |
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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 coinvestor
D. Transaction Details:
(i) Capital Contribution (from inception till end of reporting period)
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Date |
Capital Inflow |
Capital Outflow |
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Total |
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(ii) Investments (during the reporting period)
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Security Name |
Transactio n Date |
Buy / Sell |
Quantity |
Gross Rate |
Net Rate* |
Net Transaction Value |
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* Report to clarify calculation of Net Rate
(iii) Holding Report as of end of quarter
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Security Name |
Quantity |
Average Cost |
Market Rate |
Total Cost |
Market Value |
% to Portfolio |
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Equity |
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Security Name |
Quantity |
Average Cost |
Market Rate |
Total Cost |
Market Value |
% to Portfolio |
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A: B: |
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Debt A: B: |
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Mutual Funds A: B: |
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Commodities A: B: |
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Other Assets |
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Cash & Cash Equivalent |
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Total |
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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
(i) With regard to client portfolio, deviations from investment approach, if any
(ii) With regard to debt securities, details of any delay in coupon payments, if any
(iii) With regard to debt securities, details of default, if any
(iv) With regard to portfolio allocation in equity and commodity derivatives, details of funds and securities held as collateral, if any.
(v) Details of Other assets outstanding to be received in Clients account for more than 3 months from the due date
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Nature of Asset |
Outstanding amount (In Rs.) |
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a. Coupon Payments |
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b. Dividends |
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c. Others |
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Total |
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(vi) Any other important information.
(vii) Portfolio Managers offering Co-investment services, may provide investment data, wherever applicable on cost basis or as may be specified by SEBI