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Discretionary Management Agreement Template for India

A comprehensive agreement governed by Indian law and SEBI regulations that establishes a discretionary investment management relationship between a licensed portfolio manager and a client. The agreement grants the portfolio manager authority to make investment decisions on behalf of the client within agreed parameters, detailing the scope of services, investment strategy, fees, operational procedures, and regulatory compliance requirements. It incorporates mandatory SEBI disclosures, risk acknowledgments, and specific provisions for custody and reporting of assets under Indian securities law.

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What is a Discretionary Management Agreement?

The Discretionary Management Agreement is a crucial document used in the Indian financial services sector when a client wishes to delegate investment decision-making authority to a professional portfolio manager. It is mandated by the Securities and Exchange Board of India (SEBI) under the SEBI (Portfolio Managers) Regulations, 2020, and must be executed before providing portfolio management services. The agreement comprehensively covers investment objectives, risk parameters, fee structures, and operational procedures while ensuring compliance with Indian securities laws. It's particularly important as it establishes fiduciary responsibilities and provides clear guidelines for the discretionary management of client assets in the Indian market context.

What sections should be included in a Discretionary Management Agreement?

1. Parties: Identification of the portfolio manager and the client with complete details

2. Background: Context of the agreement, including the portfolio manager's registration details and client's intention to appoint them

3. Definitions: Key terms used throughout the agreement, including regulatory and technical terms

4. Appointment and Authority: Formal appointment of the portfolio manager and scope of discretionary authority

5. Investment Objectives and Guidelines: Agreed investment strategy, asset allocation, and any specific investment restrictions

6. Services to be Provided: Detailed description of portfolio management services and related obligations

7. Fees and Charges: Management fees, performance fees, and other applicable charges

8. Client's Representations and Warranties: Client's confirmations regarding their capacity, understanding, and compliance

9. Portfolio Manager's Representations: Manager's confirmations regarding licenses, capabilities, and compliance

10. Risk Disclosures: Mandatory risk warnings and acknowledgments as per SEBI requirements

11. Custody and Operations: Arrangements for custody of assets and operational procedures

12. Reporting and Valuation: Frequency and format of reports, valuation methodology

13. Term and Termination: Duration of agreement and termination provisions

14. Confidentiality: Protection of confidential information and client data

15. Governing Law and Jurisdiction: Application of Indian law and jurisdiction for disputes

16. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

What sections are optional to include in a Discretionary Management Agreement?

1. Foreign Investment Provisions: Required when client is a non-resident Indian or foreign national

2. Digital Access: Optional section for online portfolio access and digital communications

3. Power of Attorney: Required if separate PoA is not executed for trading and operations

4. Sustainable Investment Criteria: Optional section for ESG or sustainable investment requirements

5. Joint Account Operations: Required when account is held jointly by multiple clients

6. Special Investment Restrictions: Optional section for client-specific investment restrictions beyond standard parameters

What schedules should be included in a Discretionary Management Agreement?

1. Schedule 1 - Investment Strategy: Detailed investment strategy, asset allocation, and benchmarks

2. Schedule 2 - Fee Structure: Detailed breakdown of all fees, charges, and calculation methodologies

3. Schedule 3 - Risk Disclosure Document: SEBI-mandated risk disclosure document

4. Schedule 4 - KYC Documents: List of KYC documents provided and client identification details

5. Schedule 5 - Operational Guidelines: Detailed procedures for deposits, withdrawals, and other operations

6. Appendix A - Account Opening Form: Standard account opening form as per SEBI requirements

7. Appendix B - Investment Restrictions: Specific investment restrictions and prohibited transactions

8. Appendix C - Communication Preferences: Client's preferences for reports and communications

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Genie AI

Cost

Free to use

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