Schedule - IV - Contents of agreement between the Portfolio Manager and his Clients - Securities And Exchange Board of India (Portfolio Managers) Regulations, 2020

SCHEDULE IV CONTENTS OF AGREEMENT BETWEEN THE PORTFOLIO MANAGER AND HIS CLIENTS [Regulation 22] The following shall be mentioned in the agreement - 1. Appointment of portfolio manager. 2. Scope of services to be provided by the portfolio manager subject to the activities permitted under SEBI (Portfolio Managers) Regulations, 2020 , viz, advisory, investment management, custody of securities, keeping track of corporate benefits associated with the securities. The Portfolio Manager shall act in a fiduciary capacity and as a trustee and agent of the clients account. 3. Functions, obligations, duties and responsibilities (as discretionary and non-discretionary to be given separately) with specific provisions regarding instructions for non-discretionary portfolio manager which, inter alia, includes - (i) terms in compliance with the Act, SEBI (Portfolio Managers) Regulations,2020 , rules, regulations, guidelines made under the Act and any other laws/rules/regulations / guidelines etc.; (ii) providing reports to clients; (iii) maintenance of records of client wise transaction and related books of accounts; (iv) provisions regarding audit of accounts as required under the SEBI (Portfolio Managers) Regulations, 2020; (v) settlement of accounts and procedure therefor including the provisions for payment on maturity or early termination of the contract. 4. Investment objectives and guidelines - (i) Types of securities in which investment would be made specifying restrictions, if any. (ii) Particulars regarding amount, period of management, repayment or withdrawal. (iii) Taxation aspects such as Tax Deducted at Source etc. (iv) Condition that the portfolio manager shall not lend the securities of the client unless authorized by him in writing. 5. Risk factors (i) A detailed statement of risks associated with each type of investment including the standard risks associated with each type of investment. 6. Period of agreement- the agreement shall provide the period of the agreement in years, terms of termination and/or provision for renewal in case of a renewable agreement. 7. Conditions under which agreement may be altered, terminated and implications thereof, such as settlement of amounts invested, repayment obligations etc. (i) Voluntary/mandatory termination by the portfolio manager; (ii) Voluntary/mandatory termination by the client; (iii) Suspension by the Board or other regulatory authority. 1 [ Provided that sub-clauses (i) and (ii) shall not apply in case of Co-investment Portfolio Manager. ] 8. Maintenance of Accounts- Maintenance of accounts separately in the name of the client as are necessary to account for the assets and any additions, income, receipts and disbursements in connection therewith, as provided under SEBI (Portfolio Managers) Regulations, 2020. 9. Change in the quantum of funds to be managed- The conditions under which the client may withdraw cash or securities from the portfolio account or bring in additional cash to be managed as per the terms and conditions that apply. The portfolio manager shall not change any terms of the agreement without prior consent of the client. 10. Access to information- (Subject to the provisions of SEBI (Portfolio Managers) Regulations, 2020) - Provisions enabling client to get the books of accounts of the portfolio manager relating to his transactions audited by a chartered accountant appointed by him and permitting the client an access to relevant and material documents of portfolio manager, provisions listing the documents for inspection along with timings for such inspection, furnishing of reports to the client subject to furnishing at least once in three months and the reports to be made available on the web site of the portfolio manager with restricted access to each client and other rights of clients etc. The provision that the statements / documents / report furnished by the portfolio manager to the client present a true and fair picture of the transactions. 11. Terms of Fees- The quantum and manner of payment of fees and charges for each activity for which services are rendered by the portfolio manager directly or indirectly (where such service is outsourced) such as investment management, advisory and transfer, and transaction costs with specific references to brokerage costs, custody charges, cost related to furnishing regular communication, account statement, miscellaneous expenses (individual expenses in excess of 5% to be indicated separately) etc. The provision that the portfolio manager shall take prior permission from the client in this respect. 12. Billing- Periodicity of billing, whether payment to be made in advance, manner of payment of fees, whether setting off against the account etc., type of documents evidencing receipt of payment of fees. 13. Liability of portfolio manager- Liability of portfolio manager in connection with recommendations made, to cover errors of judgment, negligence or willful misfeasance and in connection with discharge of duties or acts of other intermediaries, brokers, custodians etc. 14. Liability of client- restricting the liability of the client to the extent of his investment. 15. Death or Disability- providing for continuation/termination of the agreement in event of client s death/disability, succession, nomination, representation etc. to be incorporated. 16. Assignment- Conditions for assignment of the agreement by client. 17. Governing Law- The law/jurisdiction of country/state which governs the agreement to be stated. 18. Settlement of grievances/disputes and provision for arbitration- Provisions to cover protection of act done in good faith or Risks and losses, provisions for redressal of grievances, dispute resolution mechanism, reference for arbitration and the situations under which such rights may arise, may be made. ************* NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/58 dated 09-11-2021 w.e.f. 09-12-2021