In addition to managing the AIF, the Company provides sub-advisory and model portfolio services to clients whose accounts are managed by SEBI-registered Portfolio Managers (“PMS Managers”) or SEBI-registered Investment Advisers (“RIAs”). In all such arrangements, the regulated intermediary – and not the Company – is the entity directly licensed to provide portfolio management or investment advisory services to the end client.

Nature of the Company’s Role. In private mandate arrangements, the Company acts exclusively as a sub-advisor or model portfolio provider to the PMS Manager or RIA (“Intermediary”). The Company’s engagement is solely with the Intermediary on a business-to-business basis. The Company does not directly manage client accounts, hold client assets, provide investment advice to end clients, or enter into any direct contractual relationship with the end client in connection with such mandates. All client-facing obligations – including suitability assessment, risk profiling, disclosure, reporting, and regulatory compliance – are the sole responsibility of the relevant Intermediary.

Regulatory Status in this Context. The Company’s provision of sub-advisory or model portfolio services to a SEBI-registered Intermediary does not, in and of itself, constitute the provision of investment advisory services to end clients, nor does it require the Company to be registered as an Investment Adviser or Portfolio Manager under applicable SEBI regulations in respect of such activities. Persons receiving portfolio management or investment advisory services through a PMS Manager or RIA should direct all queries, complaints, and regulatory grievances to the relevant Intermediary and not to the Company.

Compensation & Fee Arrangements. The Company receives fees, revenue share, or other remuneration from the Intermediary in connection with private mandate arrangements. This compensation is paid by the Intermediary from its own revenues (which may include fees charged to the end client) and does not create any direct fee obligation on the end client towards the Company. The specific terms of remuneration are set out in the sub-advisory or model portfolio agreement between the Company and the relevant Intermediary. The existence of such fee arrangements constitutes a potential conflict of interest, which is disclosed herein and managed in accordance with the Company’s Conflict of Interest Policy.

Conflict of Interest – Private Mandates. The following conflicts of interest arise specifically from private mandate activities and are disclosed for transparency:

• The Company receives financial remuneration from Intermediaries with whom it has sub-advisory relationships, which could create an incentive for the Company to favor the interests of the Intermediary over those of end clients in the construction of model portfolios or investment recommendations;
• The Company’s investment universe and strategy recommendations provided to an Intermediary may overlap with positions held in the AIF, which could result in transactions being executed at prices that are less favorable to one pool of clients relative to another;
• The Company may provide similar or identical model portfolios or sub-advisory recommendations to multiple Intermediaries simultaneously, which could result in coordinated market activity;
• Directors, employees, or associates of the Company may have personal investment positions that overlap with recommendations made in private mandates.

These conflicts are identified, monitored, and managed through the Company’s internal compliance framework, including fair allocation policies, information barriers where applicable, and periodic review by the Company’s compliance function. However, the existence of these conflicts cannot be entirely eliminated.

Limitation of Liability – Third-Party Intermediaries. The Company is not responsible for, and shall have no liability in respect of:

• The investment decisions, execution quality, or portfolio outcomes achieved by the Intermediary in managing end client accounts, including any deviation from the Company’s model portfolio;
• The Intermediary’s compliance with its own regulatory obligations, including suitability obligations, disclosure requirements, or client reporting duties;
• The financial soundness, regulatory standing, or business continuity of any Intermediary;
  Any direct or indirect loss suffered by an end client arising from the Intermediary’s acts, omissions, or negligence;
• Any dispute between an Intermediary and its end client.

Data Sharing. In connection with private mandate arrangements, the Company may receive from the Intermediary certain aggregated or anonymized portfolio data necessary for the performance of sub-advisory functions. To the extent any such data constitutes or contains personal data of end clients, its processing by the Company is governed by the applicable data processing agreement between the Company and the Intermediary and is subject to the data protection provisions set out in Part IV of these Terms. The Company does not use end-client personal data received through private mandate arrangements for any purpose other than the performance of its sub-advisory obligations.

No Direct Recourse. End clients of PMS Managers or RIAs who receive services informed by the Company’s sub-advisory inputs have no direct right of recourse, claim, or action against the Company in connection with such services. All recourse for regulatory complaints, grievances, and claims lies with the Intermediary and, where applicable, with SEBI through the SCORES platform or other designated regulatory mechanisms.