SEBI Mandates Disclosure Document For Portfolio Managers

Notification No. SEBI/LAD-NRO/GN/2025/260; Dated: 01.09.2025

1. Introduction of Amended Regulations

The Securities and Exchange Board of India (SEBI) has notified the SEBI (Portfolio Managers) (Amendment) Regulations, 2025. These amendments mark an important step towards enhancing transparency and accountability in the portfolio management industry. The revised framework aims to ensure that clients receive adequate information before entering into an agreement with a portfolio manager.

2. Mandatory Disclosure Document

Under the new norms, portfolio managers are now required to provide clients with Disclosure Documents in a format specified by the Board. Previously, these disclosures were governed by Schedule V of the regulations. The shift to a Board-specified format ensures greater standardization, clarity, and uniformity in the information presented to clients, thereby enabling better understanding and comparison across different portfolio managers.

3. Certificate in Form C

In addition to the disclosure document, portfolio managers must also provide clients with a certificate in Form C, as laid out in Schedule I of the amended regulations. This certificate acts as a formal declaration of compliance and assurance by the portfolio manager. The requirement of such certification further strengthens the regulatory framework by adding an additional layer of responsibility and accountability on portfolio managers.

4. Contents of the Disclosure

The disclosure document must comprehensively cover portfolio-related risks, including risks that are specific to each investment approach adopted by the manager. This ensures that clients are fully aware of the possible implications of their investment decisions. Furthermore, the document must clearly specify the manner of payment of fees payable by the client, thereby avoiding ambiguities in commercial terms. By mandating these detailed disclosures, SEBI seeks to protect investors’ interests and promote greater trust in the portfolio management ecosystem.

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