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Chapter 12: Portfolio Manager

Types of PMS, structure, registration requirements, responsibilities, costs/fees, direct access, performance disclosure

12.1 Overview of Portfolio Managers in India

Portfolio management balances risk and return by selecting/managing a basket of assets to design customized investment solutions. A Portfolio Manager is a body corporate that, under a contract, advises, directs or undertakes the management/administration of a client's securities portfolio or funds (whether discretionary or otherwise).

12.2 Types of Portfolio Management Services

By Provider

PMS by AMCs
PMS by Brokerage Houses
Boutique (Independent) PMS

By Product Class

Equity-based PMS
Fixed Income PMS
Commodity PMS
Mutual Fund PMS
Multi-Asset PMS

By Service Type (per SEBI Regulations)

ServiceHow it Works
DiscretionaryManager exercises full/partial discretion to invest/manage funds per the contract — based on a standard strategy or customized to client
Non-DiscretionaryManager executes trades only per client's specific direction; client decides what/when to buy or sell, manager only executes with client consent
AdvisoryManager only suggests ideas/non-binding advice; client decides & executes — typically used by institutional clients with their own management capability who hire country/sector experts

12.3 Structure of PMS in India

A Portfolio Manager must be a body corporate — an entity with independent legal existence — operating under a contract/arrangement with the client to manage securities or funds, whether in a discretionary capacity or otherwise.

12.4 Registration Requirements

A Certificate of Registration from SEBI is mandatory. Application is made in Form A of Schedule I with a non-refundable fee, covering:

Form A Contents

  • Applicant particulars (Name, PAN, Address)
  • Organization structure
  • Infrastructure facilities
  • 3-year business plan
  • Financial information (capital, net-worth, income)
  • Other info (disputes, exchange memberships)
  • Business info (decision facilities, risk profiling, grievance redressal, research/database)
  • Experience details
  • Additional info (draft client agreement, disclosure document, custodian, registrations)
  • Declarations (compliance, fit & proper, records, periodic reports)

SEBI's Eligibility Checklist

  • Applicant is a body corporate
  • Adequate infrastructure (office, equipment, manpower)
  • Compliance officer appointed
  • Principal Officer: professional qualification (finance/law/accountancy/business mgmt) + ≥5 years' related securities-market experience + relevant NISM certification
  • At least 1 additional employee: graduate + ≥2 years' related experience
  • No adverse disciplinary action / litigation / conviction for moral turpitude or economic offence
  • Net worth ≥ ₹5 crore
  • Applicant is "fit and proper"; grant is in investors' interest

Validity

Certificate remains valid unless suspended or cancelled by SEBI — no fixed renewal cycle mentioned, continuity is conditional on compliance.

12.5 Responsibilities of a Portfolio Manager

12.6 Costs, Expenses & Fees

Cost TypeDescription
Fixed CostCharged regardless of outcome — typically a fixed % of AUM (e.g., ~1%) plus brokerage/transaction costs
Performance-Linked Cost (Profit-Sharing Fee)Additional fee tied to performance targets agreed at signing — incentivizes the manager but can be high; investors must track total cost carefully

High Watermark Principle

Fees are charged only when the portfolio value exceeds its previous highest recorded value (the "high watermark") — preventing fees on recovery from a prior loss.

Illustration

Corpus ₹50 lakh rises to ₹60 lakh in Year 1 → profit-sharing fee calculated on the ₹10 lakh gain (new high watermark = ₹60 lakh).

Year 2: portfolio falls to ₹55 lakh → no fee until it crosses the prior high of ₹60 lakh again. Fee accrues only when (a) the fund value exceeds the previous high watermark and (b) returns exceed the hurdle rate.

Hurdle Rate

The minimum return threshold (specified in the agreement, e.g., 8%) below which no profit-sharing fee is charged; fee calculation begins only once this rate is crossed.

Catch-up vs No Catch-up

ConceptMeaning
No Catch-upOnly the incremental gains above the hurdle rate are used for the fee calculation
Catch-upOnce the hurdle is crossed, the fee is calculated on the entire gain from the first rupee of profit (manager "catches up")

12.7 Direct Access Facility

Mirroring the mutual fund "Direct Plan" concept, PMS providers must offer a Direct Access facility — investors can invest directly without an intermediary/distributor, cutting out commission and lowering costs/expenses, thereby raising net returns.

AspectDirect AccessRegular Plan (via Distributor)
IntermediaryNoneBroker/Distributor
CostLowerHigher (includes distributor commission)
Fund ManagementIdentical — no difference in process/performanceIdentical

Role of Investment Advisers

Advisers must (a) assess whether the client genuinely needs PMS over other instruments, (b) evaluate suitability of the direct access route based on the client's awareness/familiarity with PMS, and (c) guide on whether discretionary, non-discretionary, or advisory service best fits the client — potentially improving the investor's net returns.

12.8 SEBI Requirements on Performance Disclosure

PMS vs Mutual Funds — Quick Comparison

AspectPMSMutual Fund
Minimum Investment₹50 lakhLow ticket size (often a few thousand rupees / SIP)
Ownership of SecuritiesSecurities held in client's own demat/account, segregated per clientPooled portfolio; investor holds units representing proportional interest
CustomizationHigh — tailored to individual clientStandardized scheme for all investors
RegulationSEBI (Portfolio Managers) Regulations, 2020SEBI (Mutual Funds) Regulations, 1996
Fee StructureFixed + performance-linked (high watermark, hurdle rate)Expense ratio (uniform for all investors in a plan)
Direct RouteDirect Access facilityDirect Plan

Key Takeaways

Self-Test: Quiz

1. As per SEBI regulations, a portfolio manager cannot accept funds or securities from a client worth less than:

2. In a non-discretionary PMS arrangement, who decides what and when to buy or sell?

3. The minimum net worth requirement for an entity to be registered as a Portfolio Manager with SEBI is:

4. Under the High Watermark principle, if a PMS corpus rises from ₹50 lakh to ₹60 lakh and then falls to ₹55 lakh the next year, when can the manager next charge a profit-sharing fee?

5. The "Direct Access" facility offered by PMS providers is most analogous to which mutual fund concept?