A. Introduction
Bandhan AMC Limited (“Bandhan AMC” or the “Adviser”) (formerly IDFC Asset Management
Company Limited (“IDFC AMC”)) was originally incorporated as ANZ Grindlays Asset Management
Company Private Limited (“ANZAM”) and set up by the Australia and New Zealand Banking Group.
ANZAM was appointed by ANZ Grindlays Trustee Company Pvt Ltd (Trustee to ANZ Grindlays
Mutual Fund) to act as Investment Manager to ANZ Grindlays Mutual Fund pursuant to the Investment
Management Agreement dated January 3, 2000.
In 2001, Standard Chartered Bank acquired 75% of the equity share capital and 100% of the preference
share capital of ANZAM, which was thereafter renamed as Standard Chartered Asset Management
Company Private Limited (“SCAMC”).
On May 30, 2008, IDFC Limited acquired 100% of the equity and preference share capital of SCAMC
then held by Standard Chartered Bank and other minority shareholders. Pursuant to this acquisition,
SCAMC was renamed as IDFC AMC.
On December 9, 2011, IDFC Limited sold a slightly greater than 25% equity stake in IDFC AMC to
Natixis Global Asset Management Asia Pte Ltd (“NGAM Asia”), a subsidiary of Natixis Global Asset
Management (“NGAM”).
IDFC Limited was in receipt of a Banking License approval from Reserve Bank of India. One of the
Banking License requirements was that IDFC Limited should transfer its holdings in financial services
companies to a Non-Operative Financial Holding Company (“NOFHC”). Pursuant to the same, on July
9, 2015, IDFC Limited transferred its holding in IDFC AMC to IDFC Financial Holding Company
Limited (“IDFC FHCL”), a NOFHC. IDFC FHCL was a 100% subsidiary of IDFC Limited. Post such
change in shareholding, IDFC Limited continued to have controlling interest in IDFC AMC.
On March 20, 2017, IDFC FHCL acquired the entire shareholding held by NGAM Asia in IDFC AMC
thereby making IDFC AMC its 100% subsidiary.
IDFC Investment Advisors Limited (“IDFC IA”) (a wholly owned subsidiary of IDFC AMC) was
merged into its holding company, IDFC AMC. In terms of the provisions of Companies Act in India,
Hon’ble High Court of Bombay, vide its order dated April 18, 2015, approved the merger application,
notice of which was given to the Registrar of Companies on June 22, 2015.
As a result of the completion of the divestment of IDFC AMC along with IDFC AMC Trustee Company
Limited (“IDFC AMC Trustee”) and the sale of the entire shareholding of IDFC AMC and IDFC AMC
Trustee held by IDFC FHCL to a consortium comprised of Bandhan Financial Holding Limited
(“BFHL”), Lathe Investment Pte. Ltd. (an affiliate of GIC, “Lathe”), and Tangerine Investments Limited
and Infinity Partners (affiliates of ChrysCapital, and collectively, “ChrysCapital”) on January 31, 2023,
BFHL and its nominees own 59.98% of the paid up equity share capital of IDFC AMC, Lathe owns
19.99%, Tangerine Investments Limited owns 18.51%, Mr. Ashley Menezes and Mr. Sanjay Kukreja in
their capacity as partners of M/s Infinity Partners own 1.48%, and Mr. Rajendra K Mishra owns 0.04%.
Pursuant to this acquisition, IDFC AMC was renamed Bandhan AMC Limited on April 19, 2023 and
the shareholding of Bandhan AMC was further modified on March 31, 2023 wherein Tangerine
Investments Limited sold its 1.85% of its holding of the paid up equity share capital of IDFC AMC to
Defati Investments Holding B.V. Bandhan AMC does not expect the foregoing transaction to have a
marked effect on the nature and extent of investment advisory services it provides.
IDFC IA was registered with Securities and Exchange Commission (“SEC”) as an Investment Adviser
(SEC File no.: 801-79981, CRD No.: 170336) on June 20, 2014. Pursuant to the transactions in 2015
described above, the Adviser under its prior name succeeded to the registration of IDFC IA effective as
of June 23, 2015.
Background of BFHL, Lathe and ChrysCapital:
BFHL:
BFHL is wholly owned by Bandhan Financial Services Limited (“BFSL”), a Non Banking Finance
Company Core Investment Company. BFHL was incorporated in 2014 and is the promoter of Bandhan
Bank Limited (“Bandhan Bank”) and is registered with the Reserve Bank of India (“RBI”) under the
Guidelines for Licensing of New Banks in the Private Sector dated 22 February 2013 as an NBFC
categorized as a Non-Operative Financial Holding Company (“NOFHC”). Further information about
BFHL can be found a
t https://www.bandhanholdings.com.
Lathe:
Lathe owns 19.99% of the paid up equity share capital of Bandhan AMC on a non-fully diluted basis,
and 20% of the paid up equity share capital of Bandhan Mutual Fund Trustee Limited, on a fully diluted
basis. Lathe is an affiliate of GIC Private Limited (“GIC”). GIC is a leading global investment firm
established in 1981. As the manager of Singapore's foreign reserves, GIC takes a long-term, disciplined
approach to investing, and is uniquely positioned across a wide range of asset classes and active
strategies globally. GIC manages a diversified global portfolio of investments in private equity, venture
capital and infrastructure funds, as well as direct investments in private companies. Further information
about GIC can be found a
t http://www.gic.com.sg.
ChrysCapital:
ChrysCapital previously owned 19.99% of the paid up equity share capital of Bandhan AMC, on a non-
fully
diluted basis, and 20% of the paid up equity share capital of Bandhan Mutual Fund Trustee Limited,
on a fully diluted basis. As explained above, ChrysCapital sold 1.85% of its shareholding in each of
Bandhan AMC Limited and Bandhan Mutual Fund Trustee Limited to Defati Investments Holding B.V..
ChrysCapital is an India-focused investment firm with approximately $4 billion of assets under
management. ChrysCapital focuses on business services, financial services, healthcare and life sciences,
consumer goods and services, manufacturing, and technology. Further information about ChrysCapital
can be found a
t http://www.chryscapital.com/.
Registration in India
Bandhan AMC is registered with the Securities & Exchange Board of India (“SEBI”) in India as the
investment manager to Bandhan Mutual Fund (formerly IDFC Mutual Fund) (the “Indian Mutual
Fund”). As a successor to IDFC IA, Bandhan AMC acts as an investment manager to an Alternative
Investment Fund (IDFC India Equity Hedge Fund) registered under SEBI (Alternative Investment
Funds) Regulations, 2012 and as a portfolio manager under the SEBI (Portfolio Managers) Regulation,
2020. Bandhan AMC has also been permitted by SEBI to provide a range of non-discretionary
investment advisory services to Investors including non-Indian clients who want to invest in India (the
“Non-discretionary Advisory Services”). The Indian Mutual Fund and the Portfolio Management
Services (which provide the Non-discretionary Advisory Services and act as investment manager to
IDFC India Equity Hedge Fund) are separately registered with SEBI, pursuant to which both businesses
are separated. For more information about the segregation of the Non-discretionary Advisory Services,
see
Item 11: Potential conflicts relating to advisory activities.
B. Investment-Related Services
Bandhan AMC offers a range of investment-related services to clients seeking to invest in India,
including but not limited to the following:
Offerings to U.S. Clients
(i) Non-discretionary Advisory Services. Under this arrangement, Bandhan AMC shall for
consideration provide investment advice relating to purchasing, selling or otherwise dealing in
securities and advice on investment to clients or other persons or group of persons. The Non-
discretionary Advisory Services are currently offered on an exclusively nondiscretionary and
non-binding basis.
(ii) Sub-advisory services to an affiliated investment manager.
(iii) Advisory services to Managed Accounts.
Other Services Undertaken by Bandhan AMC (which do not accept U.S. clients)
(i) Investment Management Services to the Indian Mutual Fund. Bandhan AMC is an investment
manager to the various Mutual Fund Schemes offered by the Indian Mutual Fund, such as equity-
focused, debt-focused, hybrid, and liquidity strategies.1 The Indian Mutual Fund offers its
investment strategies in a varied range of products catering to the different investment needs and
risk appetites of investors.
(ii) Investment Management Services to the Alternative Investment Fund. Bandhan AMC is an
investment manager to the IDFC India Equity Hedge Fund, which is registered with SEBI as an
Alternative Investment Fund. IDFC India Equity Hedge Fund seeks to invest in domestic listed
securities of various entities located in India such as shares, scrips, stocks, bonds, debentures and
derivatives, subject to SEBI AIF Regulations.
(iii) Portfolio Management Services (discretionary, nondiscretionary, and nondiscretionary advisory
services)
a. Discretionary Portfolio Management Services – under this arrangement, Bandhan AMC
could exercise discretion as to the investment management of a portfolio of securities or
funds of a client pursuant to a portfolio management contract.
1 For purposes of Form ADV generally, including for purposes of the counting of clients in Part 1A, we have considered
the Indian Mutual Fund as a single client and have not counted each strategy of the Indian Mutual Fund as a separate client.
b. Non-discretionary Portfolio Management Services – under this arrangement, Bandhan
AMC manages the funds in accordance with the discretion of the client.
Bandhan AMC
currently does not provide Non-discretionary Portfolio Management Services to any
clients.
c. Non-discretionary Advisory Services – under this arrangement, Bandhan AMC provides
non-binding investment advice to advisory clients based upon the advisory mandate.
C. Restrictions for Investments in Securities by Clients
The Non-discretionary Advisory Services business unit shall provide investment advice to clients in
accordance with the investment objectives, guidelines, and restrictions specified in the investment
mandate selected by the client.
Clients can provide restrictions on investing in certain securities and types of securities, which are
adhered to at the time of providing investment advice.
D. Wrap Fee Programs
The Non-discretionary Advisory Services business unit does not participate in wrap fee programs.
E. Assets under Management
As of March 31, 2023, Bandhan AMC manages the following AUM under its various services:
Services AUM in US $
(in million)
Discretionary (Indian Mutual Fund) 13,758.52
Discretionary (AIF) 0.00
Discretionary (PMS) 5.86
Non-discretionary Advisory Services 0.00
Total 13,764.38