PMS Agreement

8/12/2019 PMS Agreement

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Documentation

For

Discretionary Portfolio Management Services

HDFC AMC PMS REAL ESTATE PORTFOLIO - I

HDFC Asset Management Company Ltd.

A Joint Venture with Standard Life Investments LimitedRegistered Office: Ramon House, 3rd Floor, H. T. Parekh Marg, 169, Backbay Reclamation, Churchgate, Mumbai 400 020.

Tel. : 91-22-6631 6333 Fax : 91-22-2204 4304

E-mail: [email protected] Website: www.hdfcfund.com

Portfolio Manager


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CONTENTS

1. Guidelines for easy completion of documents

2. PMS Client Registration Form (Individual)

3. PMS Client Registration Form (Jt. Holders)

4. PMS Client Registration Form (Non-Individual)

5. Discretionary Portfolio Management Service Agreement

6. Power of Attorney by Client to AMC - to be notarised locally

7. Disclosure Document


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Guidelines for easy completion of Documents

Dear Client,

Welcome to HDFC AMCs Portfolio Management Services. To facilitate the setting up of your PMS account in an

efficient manner, these guidelines have been prepared to assist you in completing the documentation. Please ensure that

these guidelines are followed, so as to enable us to setup your investment account, as soon as possible.

Introduction The Portfolio Management Services for HDFC AMC PMS - Real Estate Portfolio - I comes to

you from the HDFC Asset Management Company Ltd. (AMC).

Documentation 1. PMS Client Registration Form

HDFC AMC Ltd. 2. Discretionary Portfolio Management Service Agreement

3. Power of Attorney by Client to AMC : This document needs to be notarised locally

Investment Details Cheque in favour of "HDFC AMC Ltd. A/c REP"

Documentation The Discretionary Portfolio Management Service Agreement and the Power of Attorney

General require the signatures of the Client and the Portfolio Manager. To help you to identify the signature

requirements at different places, please look for the following symbols :

Symbol Signature Requirement

Ci Clients Initials

Cf Clients Full Signature

Pi Portfolio Managers Initials

Pf Portfolio Managers Full Signature

Wf Witness Full Signature

On all the documents, signatures are required at points where anything is filled in by hand with

ink, or if any changes or cancellations are made. At such places, the writing in ink and the signature

by the Client need to be in the same ink.

All pages are to be initialed.

In the entire set of documentation you will require 1signed across photograph and 1true copy*

of Proof of Identity, Proof of Address, Proof of Signatures, PAN Card as indicated below in theClient Information Papers.


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Client The Client Information Papers are required in 1 true copy*for PMS registration.

Information These are as given below :

Papers

FOR INDIVIDUALS

(1 true copy*of the following needed for each of joint holders )1. Identity and Address Proofs (any one)

Passport (photo and address copy)

Driving License

Voters ID Card

2. Address proofs if above not available (any one)

Copy of Bank statement

Latest Elecricity / telephone bill

I T return acknowledgement receipt

3. PAN Card copy

FOR COMPANIES

(1 true copy*of the following)

1. Memorandum and Articles of Association ( M&AOA )

2. Certificate of Incorporation

3. List of current Directors

4. List of authorised signatories (with name, residential address, and signatures)

Signatures of authorised signatories to be verified by current Banker

5. Copy of Board Resolution (see specimen enclosed)

6. Form No 32 alongwith ROC receipt, in case the names of the authorised directors

do not appear in M&AOA above7. Proof of Identity, Residential Address, Signatures, of all the authorised signatories

(for proofs refer to FOR INDIVIDUALS above)

8. PAN Card of all the authorised signatories

9. PAN Card of the company

10. Latest Bank Statement for address proof and / or Form No 18 filed with ROC

for any address change

FOR PARTNERSHIP FIRM / TRUST

(1 true copy*of the following)

1. List of all Current Partners / Trustees

2. Proofs of Identity / Residence / PAN / Signatures

of authorised Partners / Trustees(for proofs refer to FOR INDIVIDUALS above)

3. 1 signed across photograph of authorised Partners / Trustees

4. Partnership / Trust Deed

5. Proof of Address IT Return acknowledgement receipt

6. Resolution and Declaration on Letterhead (see specimen enclosed)

7. PAN Card of the Firm / Trust

8. Power of Attorney by Partners authorising other Partners

* All copies of the documents need to be attested by a Notary Public / Gazetted Officer / Manager of a Schedule

Commercial Bank (Designation Seal should be affixed) after verification with original.


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Regd. Office :Ramon House, 3rd Floor, H. T. Parekh Marg,

169, Backbay Reclamation, Churchgate, Mumbai - 400 020.

Tel:91-22-6631 6333 Fax:91-22-2204 4304

e-mail: [email protected] Website: www.hdfcfund.com

Portfolio Managers SEBI Regn. No. PM / INP000000506

HDFC Asset Management Company LimitedA Joint Venture with Standard Life Investments Limited

PHOTOGRAPH(Please sign across

the Photograph)

HDFC AMC PMS - REAL ESTATE PORTFOLIO - I

CLIENT REGISTRATION FORM FOR INDIVIDUALS

I. GENERAL INFORMATIONDate of Birth

Name of the First / Sole Applicant DD MM YYYY

(Mr./Ms.)

Name of Father / Spouse / Guardian

(Mr./Ms.)

In case of joint holder(s) please fill in details in the attached form for each joint holder(s)

Name of the Joint Applicant

(Mr./Ms.)

Name of the Joint Applicant

(Mr./Ms.)

Correspondence address of First / Sole Applicant (P.O.Box Address may not be sufficient)

City State Pincode

Residential Address

City State Pincode

Contact Details of First / Sole Applicant

Contact Person

Office Tel. Residence Tel. Mobile

Fax E-mail

Proof of Income-Tax PAN of the First / Sole Applicant Mutual Fund KYC Compliance Status

(attach certified true copy of PAN Card) Yes No

(If yes, proof enclosed)

Proof of Identity (attach certified true copies any one of the following) (Please tick (3)

Type of Documents Date of Issue Date of Expiry Place of Issue

Passport

Driving Licence

Voters ID

Proof of Address (attach certified true copies of any one) (Please tick (3)

Type of Documents

Passport Latest Electricity / Telephone Bill

Driving Licence Ration Card

Voters ID

Other Details

1. Gross Annual Income Details* Please tick (3)

Upto Rs. 5,00,000 Rs. 5,00,001 to Rs. 25,00,000 Rs. 25,00,001 to Rs. 1,00,00,000 Rs. 1,00,00,001 to Rs. 5,00,00,000 Rs. 5,00,00,001 and above.

2. a. Occupation Details# Please tick (3) any one

Private Sector Service Public Sector / Government Service Business Professional Agriculturist Retired Housewife

Student Minor Forex Dealer Others (Please specify) _______________________________________________________

b. If the following is additionally applicable to you Please tick (3) one or more as applicable

Civil Servant Bureaucrat Current or Former MP, MLA or MLC Politician Current or Former Head of State

* Gross Annual Income details: Please tick the applicable box indicating your Gross Annual Income (including both taxable and tax-free incomes).# Occupation details: Please indicate your current occupation by ticking one most applicable to you.


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I / We hereby declare that I / we do not hold investments/ interest in any body corporate which enables me / us toobtain unpublished price sensitive information.

I / We hereby declare that I / we do hold investments /interest in the body corporates as per list attached whichenables me / us to obtain unpublished price sensitiveinformation.

VII. DECLARATIONS AND SIGNATURE(S) (Please tick [3])

I / We hereby declare that all the information and particulars given by me / us in this application are true to the best of my / our knowledge andbelief. I / We agree to immediately inform you if there is any change in any of the information given in this application or in the Annexure(s) tothis application. I / We also declare and agree that if any of the above statements are found to be incorrect or false or any information or particularshave been suppressed or omitted therefrom, the Portfolio Manager has a right to terminate the Portfolio Management Services. I / We also agreeto furnish such further information as you or SEBI may require from me / us from time to time and I/we agree that if I / we fail to give such information,you shall have the right to terminate the Portfolio Management Services Agreement.

I / We wish to inform you that I / We have read and understood the contents of the Disclosure Document for the HDFC AMC PMS -Real Estate Portfolio - I as specified in Schedule V of the SEBI (Portfolio Managers) Amendment Regulations, 2002, alongwith certificate in FormC as specified in Schedule I of the said Regulations and provided to me / us atleast two days prior to entering into the Portfolio Management

Services Agreement.

II. INVESTMENT PROFILE OF THE CLIENT

a. Investment experience regarding securities years

b. Investment goals please tick (3) / specify Capital Appreciation Others (specify)

c. Risk Tolerance Please tick (3) Low Medium High

d. Time Period for which investment proposed to be made years

Cf

V. INITIAL CONTRIBUTION

Name of the Bank

Account No. Cheque No. Cheque Amount (Rs.)

Branch Address

VI. REFERRED BY (Full name and address)

City State Pincode

Telephone Mobile E-Mail ID

First / Sole Applicant /Guardian

SecondApplicant

ThirdApplicant

Place :

Date :

III. DETAILED INVESTMENT OBJECTIVES OF THE CLIENT (Indicate upto %)

a. Equity

b. Mutual Fund Schemes

c. Debt

d. Others

IV. CAPITAL COMMITMENT

Amount (Rs.) (InFigures) (In Words)


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Tel:91-22-6631 6333 Fax:91-22-2204 4304




PHOTOGRAPH(Please sign across

the Photograph)


CLIENT REGISTRATION FORM FOR JOINT APPLICANT(In case of more than one joint holder please use copy of this Form)I. GENERAL INFORMATION

Date of BirthName of the Joint Applicant DD MM YYYY

(Mr./Ms.)

Name of Father / Spouse / Guardian

(Mr./Ms.)

Correspondence address (P.O.Box Address may not be sufficient)

City State Pincode

Residential Address

City State Pincode

Contact Details of Joint Applicant


Fax E-mail

Cf

Signature of Joint Applicant

Place :

Date :

Other Details

1. Gross Annual Income Details* Please tick (3)

Upto Rs. 5,00,000 Rs. 5,00,001 to Rs. 25,00,000 Rs. 25,00,001 to Rs. 1,00,00,000 Rs. 1,00,00,001 to Rs. 5,00,00,000 Rs. 5,00,00,001 and above.

2. a. Occupation Details# Please tick (3) any one

Private Sector Service Public Sector / Government Service Business Professional Agriculturist Retired Housewife

Student Minor Forex Dealer Others (Please specify) _______________________________________________________

b. If the following is additionally applicable to you Please tick (3) one or more as applicable

Civil Servant Bureaucrat Current or Former MP, MLA or MLC Politician Current or Former Head of State

* Gross Annual Income details: Please tick the applicable box indicating your Gross Annual Income (including bo th taxable and tax-free incomes).# Occupation details: Please indicate your current occupation by ticking one most applicable to you.

Proof of Income-Tax PAN of the First / Sole Applicant Mutual Fund KYC Compliance Status



Proof of Identity (attach certified true copies any one of the following) (Please tick (3)

Type of Documents Date of Issue Date of Expiry Place of Issue

Passport

Driving Licence

Voters ID

Proof of Address (attach certified true copies of any one) (Please tick (3)

Type of Documents

Passport Latest Electricity / Telephone Bill

Driving Licence Ration Card

Voters ID


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Tel:91-22-6631 6333 Fax:91-22-2204 4304





CLIENT REGISTRATION FORM FOR NON-INDIVIDUALS

I. GENERAL INFORMATION STATUS [Please tick (4)] Corporate Partnership Trust FI Others _________________

Date of Regn./Incorp.Name DD MM YYYY

(M/s.)

Registered Office Address

City State Pincode

Correspondence Address

City State Pincode

Contact Details

Office Tel. (with STD / ISD Code)

Fax E-mail

Name and Address of Contact Person Designation

Proof of Income-Tax PAN of Applicant Mutual Fund KYC Compliance Status



In case of FIs

SEBI Regn. No.

I. IN CASE OF PARTNERSHIP FIRM / TRUST (see Guidelines)(Please provide 1 self-certified true copy of the following)

a. List of all Current Partners / Trustees

b. Proofs of Identity / Residence / PAN / Signatures of authorisedPartners / Trustees

c. 1 signed across photograph of authorised Partners / Trustees

d. Partnership / Trust Deed

e. Resolution and Declaration on Letterhead (specimen enclosed)

f. Power of Attorney by Partners authorising other Partners

g. Proof of Address of Partnership Firm / Trust

II. IN CASE OF CORPORATE (see Guidelines)(Please provide 1 self-certified true copy of the following)

a. Memorandum and Articles of Association

b. Certificate of Incorporation and Commencement of Business

c. List of Current Directors

d. Board Resolution (specimen enclosed) and List of Authorised

Signatories with Specimen Signatures

e. PAN Card of the Company and all Authorised Signatories

f. Proof of Directorship in MOA and AOA

g. Proof of Identity, Address, Signatures of all Authorised

Signatories

h. Proof of Address of Company

Other Details

Gross Annual Income Details* Please tick (4)

Upto Rs. 50,00,000 Rs. 50,00,001 to Rs. 2,50,00,000 Rs. 2,50,00,001 to Rs. 10,00,00,000Rs. 10,00,00,001 to Rs. 50,00,00,000 Rs. 50,00,00,001 and above.

* Gross Annual Income details: Please tick the applicable box indicating your Gross Annual Income (including both taxable and tax-free incomes).

(Mr./Ms.)


Fax E-mail

City State Pincode


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VII. DECLARATIONS AND SIGNATURE(S) (Please tick [3])

We hereby declare that all the information and particulars given by us in this applicationare true to the best of our knowledge and belief. We agree to immediately inform you ifthere is any change in any of the information given in this application or in the Annexure(s)to this application. We also declare and agree that if any of the above statements arefound to be incorrect or false or any information or particulars have been suppressed oromitted therefrom, the Portfolio Manager has a right to terminate the Portfolio ManagementServices. We also agree to furnish such further information as you or SEBI may requirefrom us from time to time and we agree that if we fail to give such information, you shallhave the right to terminate the Portfolio Management Services Agreement.

We wish to inform you that we have read and understood the contents of the DisclosureDocument in respect of HDFC AMC PMS Real Estate Portfolio - I as specified in ScheduleV of the SEBI (Portfolio Managers) Amendment Regulations, 2002, alongwith certificatein Form C as specified in Schedule I of the said Regulations and provided to us atleasttwo days prior to entering into the Portfolio Management Services Agreement.

We hereby declare that we do not hold investments / interest in any body corporate

which enables us to obtain unpublished price sensitive information.We hereby declare that we do hold investments / interest in the body corporates

as per list attached which enables us to obtain unpublished price sensitive information.

Authorised Signatory

Place Date

Companys

Stamp

x Cf

PHO TO G RAPHS O F A UTHO RISED SIGN ATORIES

1. Name :

Signatories : X

Cf

For

Photograph

(Please sign

across the

Photograph)

Photograph

(Please sign

across the

Photograph)

Photograph

(Please sign

across the

Photograph)

2. Name :

Signatories : X

3. Name :

Signatories : X

II. INVESTMENT PROFILE OF THE CLIENT

a. Investment experience regarding securities years

b. Investment goals please tick (3) / specify Capital Appreciation Others (specify)

c. Risk Tolerance Please tick (3) Low Medium High

d. Time Period for which investment proposed to be made years

V. INITIAL CONTRIBUTION

Name of the Bank

Account No. Cheque No. Cheque Amount (Rs.)

Branch Address

VI. REFERRED BY (Full name and address)

City State Pincode

Telephone Mobile E-Mail ID

III. DETAILED INVESTMENT OBJECTIVES OF THE CLIENT (Indicate upto %)

a. Equity

b. Mutual Fund Schemes

c. Debt

d. Others

IV. CAPITAL COMMITMENT

Amount (Rs.) (InFigures) (In Words)


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SPEC IM EN O F RESO LUTIO N FO R PARTN ERSHIP FIRM / TRUST O N LETTERHEA D

C ERTIFIED TRUE C O PYof the Resolution passed at the meeting of the Board of Trustees / Partners of M/s........................................................

................................................................................................... held on .............................................................................................................................

at .............................................................................................................................................................................................................................................

RESOLVED THA Tthe trust / firm appoints HDFC Asset Management Company Limited (HDFC AMC), Mumbai as its Portfolio Manager to

provide portfolio management and other administrative services under the HDFC AMC PMS Real Estate Portfolio I, for the funds / value

of funds to be deployed by the trust / firm.

RESOLVED FURTHER THA T Mr .....................................................................................................................................................................................................,

Mr....................................................................................................................................................................................................................................................

and Mr ...........................................................................................................................................................................................................................................

trustees /partners of the trust/ firm be and are hereby authorised ................................................................ specify- anyone singly / jointly,etc

...................................................................... to enter into PMS agreement, execute Power of Attorney and documents and deeds, and issue

instructions directions and to do such other acts and things as may be necessary, on behalf of the trust / firm for purpose of opening

and operating the PMS account with HDFC AMC .

Signe d b y a ll the trustee s / pa rtne rs.

SPECIM EN O F RESO LUTIO N FOR C O M PAN Y O N LETTERHEAD

Cert i f ied true copy of the resolution passed at the meeting of the Board of Directors of M/s.......................................................................

.............................................................................................................................................................................................................(Name of the company)

.................................................... held on ........................................................ at ( address )..............................................................................................

...............................................................................................................................................................................................................................................

...................................................................................................................................................................................................................................................

Resolved thatthe company appoints HDFC Asset Management Company Ltd ( HDFC AMC ) Mumbai , as its Portfolio Manager to provide

portfolio management and other administrative services for the funds / value of the funds to be deployed by the company under HDFC

AMC PMS Real Estate Portfolio - I.

Resolved further that Mr. .............................................................................................................................................................................................

and Mr. .........................................................................................................................................................................................................................................

directors/ officers of the company be and are hereby..........................................(specify- singly / jointly, etc.,)........................................

authorised to execute and sign the Discretionary Portfolio Management Service Agreement, execute Power of Attorney, affix common

seal of the company in the presence of Mr.................................................................................................................................................................and do such other things as may be necessary for entering into the PMS services with HDFC AMC.

Resolved further thata certified true copy of this resolution be forwarded to HDFC AMC

Certified true copy

For.M/s ..................................

Direc to r / Com pa ny secr e tar y


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DISCRETIO N A RY PO RTFO LIO M A N A G EM EN T SERV IC E A G REEM EN THD FC A M C PM S REA L ESTA TE PO RTFO LIO - I

This Discretionary Portfolio Management Service Agreement (hereinafter referred to as this Agreement) made and

entered into at Mumbai this .................................................................. day of ................................................... 200... between

Mr. /Mrs./Messrs/...............................................................................................................................................................................

resident/ s of / having principa l place of business at / having its registered office at ................................................................

.................................................................................................................................................................................................................................

(hereinafter referred to as the C lie ntwhich expression shall unless the context otherwise requires, be deemed to include

his /hers /its, successors, administrator, and executors) of the O N E PA RT.

A nd

HDFC Asset Management Company Limited,a company incorporated under the Companies Act, 1956 and having its

registered office at Ramon House, 3rd floor, H T Parekh Marg, 169 Backbay Reclamation, Churchgate, Mumbai- 400 020

(hereinafter referred to as HDFC AMC or the Portfolio Managerwhich expression shall, unless the context otherwise

requires, be deemed to include its successors and assigns) of the O THER PA RT

WHEREAS:

A. The Portfolio Manager holds a valid certificate of registration under the securities and Exchange Board of India(Portfolio Managers) Regulations, 1993, to carry on the business of portfolio management services vide RegistrationNo. PM/ INP000000506.

B. HDFC Asset Management Company Limited was set up pursuant to the J oint Participation Agreement datedOctober 29, 1999, entered between Housing Development Finance Corporation Limited (HDFC) and Standard LifeInvestments Limited. The present shareholding pattern of HDFC AMC is as follows1 :

Pa rtic ula rs % o f p a id up sha re c a p ita l

HDFC 60%

Standard Life Investments Limited 40%

C. The Portfolio Manager is inter alia engaged in investing funds of its clients in securities and providing portfoliomanagement services to its clients on discretionary basis. The C lient is desirous of appointing the Portfolio Managerfor managing the investment of his/its funds on a discretionary basis and to avail of investment advisory and portfoliomanagement services provided by the Portfolio Manager.

D. The Portfolio Manager has made available to the C lient a copy of the Disclosure Document and the Client havingread and understood the contents of this document, has agreed to avail of the services of the Portfolio Managerunder the HDFC AMC PMS Real Estate Portfolio - I in accordance with the terms and conditions set out in this

Agreement.

Ci

Ci Pi

(On Stamp Paper of Rs. 300/-)


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1. DEFINITION S AN D INTERPRETATION

For the purpose of this Agreement the following terms shall have the following meanings:

1.1 A gr eement means this Discretionary Portfolio Management Service Agreement, as amended, modified,supplemented or restated from time to time together with all annexures, schedules and exhibits, if any.

1.2 Busine ss Day A day other than: Saturday and Sunday; A day on which the banks in Mumbai and / ReserveBank of India (RBI) are closed for business / clearing; a day which is a Public Holiday and / or Bank Holiday;A day on which Bombay Stock Exchange Limited and /or the National Stock Exchange of India Limited areclosed; a day dec lared as a public holiday under the Negotiable Instruments Ac t, 1881, a day on which normalbusiness cannot be transacted due to storms, floods, bandhs, strikes or such other events as the PortfolioManager may specify from time to time. The Portfolio Manager reserves the right to declare any day as aBusiness Day or otherwise

1.3 C ap ita l C om mi tme ntmeans the aggregate amount agreed by the Client to be contributed for investmentsthrough the Real Estate Portfolio. The minimum Capital Commitment of the Client shall be a sum of IndianRupees Twenty Five Lakhs (INR 25,00,000).

1.4 Capital Contributionmeans that portion of Capital Commitment paid by a Client with respect to the RealEstate Portfolio upon the execution of the Agreement and/or subsequently, pursuant to the issuance of aDrawdown Notice.

1.5 Com m itment Per iod means the period up to the expiration of two (2) years from the Portfolio Commenc ementDate, which may be extended by an additional period of one (1) year at the discretion of the PortfolioManager, provided however that, the Client will be obligated to fund any remaining portion of their CapitalCommitments through the Term of the Agreement (a) to cover expenses and fees of the Portfolio Manager,and (b) to make Follow-On Investments.

1.6 Drawdown Not icemeans any notice issued to the C lient calling upon the Client to make Capital Contributionout of the amount of its Unfunded Commitment/s.

1.7 D raw dow n D atemeans the date not being later than fifteen (15) Business Days from the date of issue of theDrawdown Notice.

1.8 Disclosure Document means the Disclosure Document filed by the Portfolio Manager with the Securities andExchange Board of India for the Real Estate Portfolio and as may be amended by the Portfolio Manager fromtime to time pursuant to the SEBI (Portfolio Managers) regulations, 1993.

1.9 Eligible Investors means domestic Indian resident individuals, bodies corporate, partnership firms, trusts,societies, association of persons and such other persons as may be deemed to be eligible to avail of theservices of the Portfolio Manager from time to time.

1.10 Fa ir Ma rket Va lue means the last 6-monthly valuation determined by an agency appointed by the PortfolioManager, which may include a reputable chartered accountant, property valuer or other consultants basedon the principles set out in Clause 19.3.

1.11 Follow -O n Inve stme ntsmeans Portfolio Investments made after the termination of the C ommitment Periodin respect of which a binding commitment of the Portfolio Manager exists on the date on which the C ommitmentPeriod terminates, and investments after the Commitment Period in Securities of Portfolio Companies that inthe good faith judgment of the Portfolio Manager are necessary to protect and/or enhance the value of theReal Estate Portfolios existing investments in such Portfolio C ompanies.

1.12 Indian GAAPmeans generally accepted accounting principles in India, as in effect from time to time.

1.13 Initial Capital Contributionmeans that portion of the Capital Commitment payable by the Client forthwithto the Portfolio Manager upon execution of this Agreement equal to 15% of the total Capital Commitmentor a sum of Rupees Five Lacs (Rs. 5,00,000), whichever is higher.

1.14 M a n a g e m e n t F e e means the fees payable to the Portfolio Manager in accordance with Annexure A .

1.15 Pa rtiesmeans the parties to this agreement which shall include their successors and legal heirs.

1.16 Per forma nce -Linked Fee means the performance-linked fee payable to the Portfolio Manager in accordancewith Annexure A hereto.

1.17 Person means and includes any individual, partnership, c orporation, company, unincorporated organisationor association, trust or other entity.

1.18 Portfolio shall mean the total holding of all investments, Securities and funds belonging to the Client in

accordance with this Agreement.

Ci Pi


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1.19 Port fo l io Commencement Datemeans the closing date for payment of the Initial Capital Contribution asdetermined by the Portfolio Manager.

1.20 Portfolio Companymeans companies, enterprises, entities, special purpose vehicles, directly or indirectlyengaged in Real Estate and in the Securities of which the monies of the Portfolio are invested.

1.21 Portfolio Investments means investments in Securities of one or more Portfolio Companies made by the

Portfolio Manager on behalf of the Real Estate Portfolio from time to time.

1.22 Real Estateincludes immovable property of every description, transferable development rights, townships,industrial parks, business centers, serviced plots and the like, infrastructure fac ilities including roads, bridges andtunnels as well as any interest(s) or right(s) therein and /or any services relating to the aforesaid.

1.23 Real Estate Portfolioshall mean the HDFC AMC PMS Real Estate Portfolio - I, in accordance with the termsof the Disclosure Document and as set out in this Agreement.

1.24 Securities shall mean and include securities of asset level special purpose vehicles, all marketable securitiesincluding equity shares, quasi equity shares, preference shares, debentures, convertible securities, depositoryreceipts, bonds, secured premium notes, government securities, pass-through certificates, treasury bills, units,derivatives, equity linked products, debt, hybrid products, mortgage-backed securities, commercial papers,notes, other like instruments and any other instrument included within the definition of security under Sec tion2(h) of the Securities Contract (Regulation) Ac t, 1956.

1.25 SEBIshall mean the Securities and Exchange Board of India established under the Securities and ExchangeBoard of India Act, 1992.

1.26 SEBI Re g ula tionsshall mean the Securities and Exchange Board of India (Portfolio Managers) Regulations,1993 as amended from time to time and any guidelines, notifications, circulars issued thereunder from timeto time.

1.27 Termshall mean the term of this Agreement as provided to it in Clause 13 hereunder.

1.28 Te rm ination Fe e means the termination fee as prescribed in Annexure A hereto, payable in acc ordance withClause 18.5 hereunder.

1.29 Unfunded Commitmentsmeans the Capital Commitment as reduced by the Capital Contribution, whichshall be increased to the extent of any payments such as overdue interest or penalties on account of delayedpayments by the Client or other receivables as may be determined by the Portfolio Manager.

1.30 Up-Front Feeshall mean the up-front fee as prescribed in Annexure A hereto.

2. APPOINTM ENT OF THE PORTFOLIO M ANAG ER

The Client hereby appoints HDFC AMC as its Portfolio Manager to provide the portfolio management services, subjectto the investment guidelines and terms and conditions herein contained and HDFC AMC hereby accepts suchappointment and agrees to assume the rights, obligations, responsibilities and duties set forth herein.

3. SC O PE

3.1 The Portfolio Manager will manage the Portfolio as per the investment objectives and restrictions, if any, statedin this Agreement as well as in accordance with the SEBI Regulations, as amended from time to time. Subjectto such objectives and restrictions, the Portfolio Manager, will have complete discretion (including without priorreference, intimation or discussions with the Client) to buy, sell, retain, exchange or otherwise deal in anyinvestments, place deposits, subscribe to issues and offers for sale and accept placing, of any investments,effect transactions in any markets, take day to day decisions in respect of the funds of the Client and otherwiseact as the Portfolio Manager judges appropriate in relation to the management of the Portfolio. It is clarifiedthat in providing such services, the Portfolio Manager is not guaranteeing or assuring any return either directlyor indirectly.

3.2 The Portfolio Manager shall be entitled to take such steps, as may be from time to time necessary, incidental,ancillary or conducive to the fulfillment of the objectives of this Agreement.

3.3 The Portfolio Manager shall act in a fiduc iary capacity and as an agent with regard to the Clients funds.

4 . C LIEN T PA RTIC IPA TIO N

4.1 The C lient represents that it is eligible to enter into this Agreement. The C lient may cause its duly constitutedattorney to represent the Client under this Agreement.

4.2 The Portfolio Manager shall deal exclusively with the C lient and shall under no circumstances recognise or takecognizance of any privity of contract between the Client and any other person or entity in respect of this

Agreement, except in the case of duly constituted attorneys and/or authorised agents who will be recognisedstrictly for the purpose of representation of the Client under this Agreement.

Ci Pi


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4.3 The Portfolio Manager will enter into separate Agreements with each of its clients. The Agreement and thepursuant relationship of Portfolio Manager with the Client is exclusive and does not create any interest whatsoeverbetween the clients inter-se or between the clients as a group and the Portfolio Manager.

4.4 In the event of change in the constitution or identity or name or residential or official status of the C lient duringthe currency of this Agreement, it shall be the duty of the Client to keep the Portfolio Manager duly informedof the change. The Portfolio Manager shall seek advice or appropriate directions, where required, fromcompetent authorities under applicable law with regard to the continuation of this Agreement and any otherAgreement(s) entered into with the Client which may be affected by such a change. In addition to the aboveand more particularly where the C lient is a partnership firm or a trust, the C lient shall advise in writing of anychange that may take place in the partnership firm/trust, and all the present partners/trustees will be liable forany obligations which may be standing in the name of the firm/trust on the date of the receipt of such noticeby the Portfolio Manager and until all such obligations have been fulfilled.

4.5 The C lient hereby confirms that he/she/ it has read and understood the terms of this Agreement and is availingof the services of the Portfolio Manager after understanding the general risk factors and the specific risk factorsand after being satisfied as to the terms and conditions of this Agreement and agrees to be bound by the same.

The C lient has such knowledge and experience in financial and business matters that the Client is capable ofevaluating the merits and risks of the investment evidenced by its Capital Commitment, and the is able to bearthe economic risk of such investment.

4.6 The C lient understands and agrees that it shall be the C lients responsibility to ensure compliance with all theapplicable legal provisions in relation to its investments under the Real Estate Portfolio.

4.7 The C lient agrees to execute, from time to time, one or more power of attorneys in the form and content requiredby the Portfolio Manager and / or to do such other acts or things as are necessary for the purpose of thisAgreement.

4.8 The C lient shall not at any time during the term of this Agreement, create a pledge or lien or any otherencumbrance on the Portfolio or any part thereof.

4.9 Simultaneous to the execution of this Agreement, the C lient shall disclose in writing its interest in various bodiescorporate as per Annexure D , which may enable the C lient to obtain unpublished price sensitive informationfrom such body corporate.

4.10 If the Client is an individual, the Client may, by executing the Nomination Form attached hereto as Annexure E,nominate any one person to receive all proceeds that have accrued on his Portfolio upon his / her death, subject

to the completion of certain necessary formalities e.g. providing proof of the death of the Client, signature ofthe nominee, furnishing proof of guardianship if the nominee is a minor, and the execution of an indemnity bondor such other documents as may be required from the nominee in favour of and to the satisfac tion of the PortfolioManager. Nomination may be made either singly or jointly. If the Portfolio is held jointly, all the joint holders mustsign the Nomination Form.

5. INVESTM ENT OBJECTIVES AN D RESTRICTION S

5.1 The investment objective of the Portfolio is to provide superior and consistent risk adjusted returns for the Clientby investing in Securities offered by unlisted and listed companies involved in, investing in, developing,constructing, owning, real estate management, project/facility management and operating Real Estateassets. The Portfolio Manager would seek to generate capital appreciation as well as regular returns (annualdividends/interest) on Clients capital by such investments.

5.2 The Portfolio Manager shall have the sole and absolute discretion to invest the Clients funds in accordance

with Clause 5.1 above and make changes to the investment pattern and/ or invest all or some of the C lientsfunds in a manner that it deems fit.

5.3 The Portfolio Manager shall be entitled to underwrite any Securities or offer Securities for sale, subject to thecompliance of all applicable regulations, guidelines and notifications issued by SEBI.

5.4 The Portfolio Manager shall exercise voting rights and such other rights in relation to any Securities held onbehalf of or invested with the C lients funds, in its absolute discretion.

5.5 The dec ision taken in deployment of the C lients account by the Portfolio Manager will be taken in good faithand the same shall be absolute and final. The decision of the Portfolio Manager cannot be called in questionor be open to review at any time during the currency of the Agreement or any time thereafter except onthe ground of malafide intent, fraud, conflict of interest or gross negligence. The rights of the Portfolio Managershall, however, be exercised strictly in accordance with applicable law.

5.6 Primary and secondary market operation including sale and purchase transactions from the Clients funds willbe done through agencies, entities, brokers or a panel of brokers, including associate brokers of the PortfolioManager, at prevalent market prices usually netted for brokerage and / or commission. The Portfolio Manager,

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in its absolute discretion, may resort to transactions through private placement, arrangements, agreementsand/or contracts for facilitating acquisition and/or disposals, as the case may be.

5.7 In the event of aggregation of purchase or sales carried out for the purpose of economy of sca le, inter seallocation between clients of the Portfolio Manager shall be done on a pro-rata basis and at the weightedaverage price of the days transactions. The Portfolio Manager shall complete the allocation process on the

same day on which sales and / or purchases are effected.5.8 Any transaction for the purchases or sale of listed Securities shall be done at the prevailing market price.

5.9 In the management of the C lients funds, the Portfolio Manager may, in its sole discretion apply for, subscribe,obtain, buy, accept, acquire, endorse, transfer, redeem, renew, exchange, dispose, sell or otherwise deal inthe Securities and generally manage, convert, transpose and vary the investments of the Clients funds.

5.10 Ac cruals, accretions, benefits, allotments, ca lls, refunds, returns, privileges, entitlements, substitutions and / orreplacements or any other beneficial interest including dividend, interest, rights, bonus that accrue to theinvestments in respect of the Clients funds shall be received by the Portfolio Manager either in its own nameor in the name of the Client but in either case these benefits shall be placed in the Clients account on therelevant date(s).

5.11 The Portfolio Manager shall buy and sell Securities on the basis of delivery and shall in all cases of purchases,take delivery of the relevant Securities and in all cases of sale, deliver the relevant Securities and shall in no

case put itself in a position whereby it has made a short sale or needs to carry forward transaction or engagein badla finance.

5.12 Subject to the fees charged by the Portfolio Manager, all variations in the value including capital appreciation,trading profits, dividends, rights and bonus on the Securities of the Clients funds would be to the account ofand belong solely to the Client. Subjec t to the aforesaid, the Portfolio Manager, may from time to time:

(i) purchase or sell Securities inter se among its clients;

(ii) have business relationship with companies or corporations whose Securities are held, purchased or sold forthe Clients account;

(iii) ac t as principal, agent or broker in a transaction and may be separately compensated in that capac ity.Such compensation would form part of the fee structure as detailed in Annexure A hereto;

(iv) purchase, hold and sell for the Clients ac count any Securities that may have been held or acquired by

it or by its clients with whom it is has business relationships subject to the provisions of Clause (ii) hereinabove.5.13 The Portfolio Manager shall be entitled, if required and subjec t to the SEBI Regulations, to lend Securities held

on behalf of Client in the Portfolio Companies, to a third person and the C lient hereby provides its consentto the same. The Portfolio Manager shall not while dea ling with Clients funds indulge in speculative transac tionsthat is, it shall not enter into any transac tion for purchase or sale of any Security which is periodically or ultimatelysettled otherwise than by actual delivery or transfer of security except for transac tions in derivative instruments.

5.14 Funds of all clients shall be kept in a separate bank account and they shall be used only for the purpose ofthe purchase and sale of Securities allowed in Clause 5.1 and for payment of allowable expenses/fees. ThePortfolio Manager shall not use funds of one C lient for the benefit of its other clients. Ac counts of the C lientshall be segregated from the accounts of the other clients of the Portfolio Manager and shall be maintainedseparately.

5.15 The Portfolio Manager shall be free to deploy idle cash balances of the Client, which may arise from time totime, in bank deposits, liquid or money market mutual fund schemes and/or short dated debt Securities. Inno case shall the Portfolio Manager deploy the Clients funds in unregulated financing mechanism such asbadla or discounting of bills of exchange or for the purpose of lending or placement with corporate or non-corporate bodies unless otherwise permitted by SEBI.

5.16 In the management of the Portfolio, the Portfolio Manager, may in its sole discretion, apply for, subscribe,obtain, buy, accept, acquire, endorse, transfer, redeem, renew, exchange, dispose, sell or otherwise deal withthe Securities and generally manage, convert and vary the investments of the Portfolio in such manner as thePortfolio Manager in its absolute discretion deems fit.

6. CAPITAL CO M M ITM ENT AND REINVESTM ENT

6.1 The C lient agrees to invest an aggregate amount as specified in this Agreement/Application Form as being theCapital Commitment. The investment of the C lient shall be subject to an Up-Front Fee as specified in AnnexureA hereto.

6.2 Simultaneously upon the execution of this Agreement, the C lient shall pay to the Portfolio Manager, the InitialCapital Contribution. If the Initial Capital Contribution is paid before the Portfolio Commencement Date, the

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Portfolio Manager shall be entitled to invest the same in liquid instruments for the interim period. Any returnsgenerated from such investments shall be paid forthwith to the C lient by the Portfolio Manager.

6.3 The Portfolio Manager after receipt of the Initial Capital Contribution from the C lient may, from time to timeduring the Commitment Period, issue Drawdown Notices for Capital C ontribution to the Client. Upon receiptof such Drawdown Notice(s), the Client shall forthwith, and in any case on or prior to the Drawdown Date, ensurepayment of the entire sum, without any deduction whatsoever, to the Portfolio Manager, as mentioned in theDrawdown Notice. The Drawdown Notice may be sent under registered post/courier or such other mode thatthe Portfolio Manager, may deem fit, at the last known address of the Client.

6.4 The number of applicants in a joint application shall not exceed three (3). In case of joint Clients (who areindividua ls), all shall be jointly and severally liab le for payment of Capital Contribution. All joint Clients agreethat though the Drawdown Notice will be issued by the Portfolio Manager only to the name and address ofthe first holder they will be jointly and severally liable for payment within due dates and for payment of overdueinterest and in case of any ultimate foreclosure due to non payment, they cannot absolve themselves of jointliability merely on account of the Drawdown Notice being issued to the first holder and hence will be boundby the acts of the first holder and therefore cannot and agree that they will not raise any claims against thePortfolio Manager in the event of forfeiture.

7. PROV ISIONS IN CASE OF DEFAULT

7.1 In the event the C lient fails to pay any portion of its Capital Commitment pursuant to a Drawdown Notice issuedby the Portfolio Manager within 15 (fifteen) Business Days from the date of the Drawdown Notice, the PortfolioManager may at its discretion take any or all of the following actions to the extent permissible under the law:

(a) Charge interest on the amount of default at a rate equal to 24% per annum or such other lesser rate asdetermined at its sole discretion by the Portfolio Manager (such default amount plus interest being theDefault Amount) and offset the amounts, otherwise distributable to such Client, against the DefaultAmount;

(b) Suspend any right of the Client to make further investments. Provided however, the Investor shall remainfully liable to the Portfolio Manager and to the creditors of the Portfolio, if any, to the extent permitted bylaw, for the amount payable by the Client as if such default had not occurred;

(c) Forfeit without compensation (in form of a penalty or charge), all sums paid by the Client under thisAgreement. Upon such forfeiture being effected, the C lient shall cease to be entitled to any rights (includingthe right to demand refund of its investments) in respect of its investments under the Portfolio;

(d) Not allocate any items of income to the Client provided however, those costs incurred in obtaining legaland other remedies pursuant to such default shall be recovered from the Client;

(e) Sell the Portfolio to other non-defaulting clients and / or to third parties;

(f) Take any enforcement action.

7.2 The C lient agrees to remain liable for all Unfunded Commitments in addition to the penalties, interest andcharges already levied on him and confirms that the Portfolio Manager may choose to enforce specificperformance of the obligations of the Client hereunder, if and when deemed necessary by the PortfolioManager.

7.3 The C lient agrees that in addition to the liability for payment of Default Amount, he shall be liable to pay thePortfolio Manager all costs and expenses incurred by the Portfolio Manager in pursuing any remedies againstthe Client including those incurred in recovery of the Default Amount.

8. N O WA RRA NTY

8.1 The Portfolio Manager does not provide any warranty (express or implied) as to the appreciation in the valueof the Securities in which the Clients funds are invested by the Portfolio Manager. It is clearly understood bythe Client that the Portfolio Manager shall not, in any manner whatsoever, be liable, in case of depreciationin the value of Securities, either individually or in total, in which funds are invested by the Portfolio Manager orfor any indirect or consequential losses.

8.2 The C lient ac knowledges and confirms that the purchase and sale of Securities in the Real Estate sector hasan inherent risk and ac cordingly, any loss, damage, cost, expenses, direct or indirect or consequential on accountof purchase and sale of Securities by the Portfolio Manager with the funds of the Client shall be that of the Client.

The Portfolio Manager shall not in any way, directly or indirectly be responsible or liable for the loss or otherwise whicharises to the C lient on account of the aforesaid eventualities.

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9. FEES, CHA RG ES AN D PORTFO LIO EXPENSES

9.1 The Portfolio Manager shall receive remuneration for services rendered to the C lient as per this Agreement aswell as reimbursement of expenses, as stated in Clause 9.8 herein below.

9.2 The C lient shall be responsible for the payment of any brokerage, commissions, transfer fees, registration fees,taxes and similar liabilities and costs, incurred by the Portfolio Manager in carrying out the services offered under

this Agreement.

9.3 The Portfolio Manager will charge fees as stated in Annexure A.

9.4 Upon, termination, fees due and payable for the period since the last fee payment period, would be calculatedby the Portfolio Manager, on a proportionate basis for the number of days till termination, based on the dailyaverage assets under management as stated in Annexure A.

9.5 The C lient hereby irrevocably directs the Portfolio Manager to directly debit all fees, expenses, charges, etc.as per this Agreement to the Clients funds and the Portfolio Manager hereby undertakes to provide the C lientwith complete details of the charges debited to the Clients funds.

9.6 The C lient hereby grants his consent to the fees and charges as spec ified in Annexure A for the services provideddirectly and indirectly by the Portfolio Manager and shall not raise any objections on the charging of the sameby the Portfolio Manager.

9.7 Billing will be at the frequency stated in Annexure A.9.8 The C lient shall be liable to pay to the Portfolio Manager a Portfolio organization expense fee as provided in

Annexure A hereto and also reimburse the Portfolio Manager towards expenses incurred by the PortfolioManager during subsistence of this Agreement, including but not limited to the following:

(a) Expenses in making investments, monitoring and disinvestments of Portfolio;

(b) Transac tion expenses including but not limited to search fees, prospecting expenses, statutory fees,documentation charges, brokerage and sub-brokerage fees, statutory levies, stamp duty, registrationcharges, commissions, charges for transactions in Securities, custodial fees, fees for fund accounting,valuation charges, audit and verification fees, depository charges, and other similar or associated fees,charges and levies, legal fees, incidental expenses etc.;

(c) Expenses payable to service providers and consultants including professional fees payable to advisors ofthe Portfolio Manager including but not limited to retainer ship fees paid to such advisors;

(d) Costs of availing of any insurance cover in respect of Portfolio Investments including Directors and OfficersLiab ility insurance;

(e) Portfolio Company management costs;

(f) Due diligence expenses in connection with the Portfolio;

(g) Management Fees;

(h) Performance-Linked Fees;

(i) Legal and statutory expenses including litigation expenses, if any, in relation to the Portfolio;

(j) Statutory taxes and levies, if any, payable in connec tion with the Portfolio;

(k) Travel expenses in connection with the Portfolio;

(l) Valuation expenses, valuer fees, recovery agency fees, audit fees, corporate fees, levies and chargesrelating to any expense, fee or charge for creation of structures, entities or any other similar nature includingformation charges and all statutory and incidental expenses thereto;

(m) Expenses assoc iated with the Portfolios financ ial statements and any required tax returns and filingsincluding but not limited to Portfolio Companies and expenses of a similar nature relating thereto;

(n) All other costs, expenses, charges, levies, duties, administrative, statutory, revenue levies and other incidentalcosts, fees, expenses not specifically covered above arising out of or in the course of managing or operatingthe Portfolio.

10. POWERS, DUTIES AN D O BLIGA TIO NS OF THE PORTFO LIO M AN AG ER

10.1 The Portfolio Manager shall invest the Clients funds in ac cordance with the SEBI Regulations, SecuritiesExchange Board of India, Act 1992 and the rules, regulations, guidelines issued under it, as may be amendedfrom time to time.

10.2 The Portfolio Manager shall act in a fiduc iary capacity with rega rd to the Clients assets.

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10.3 The Portfolio Manager shall hold Securities in a separate depository account opened for the purpose ofportfolio management services. The C ustodian/Portfolio Manager shall follow up all entitlements such asbonus, rights, dividends etc on behalf of the Client. The Portfolio Manager shall not invest and / or divest and/or deal in the Clients funds based on price sensitive classified information.

10.4 The Portfolio Manager shall observe a high standard of integrity and fair dealing in all transactions involvingthe C lients funds.

10.5 The Portfolio Manager shall appoint one or more custodians, including assoc iates of the Portfolio Manager,for carrying out custodial services in relation to the funds managed by the Portfolio Manager under thisAgreement. Any such fees, charges paid by the Portfolio Manager shall be treated as per Annexure A .

10.6 The Portfolio Manager and / or any of its officers, directors, employees or assoc iates shall not derive any benefit,whether direc t or indirect, from the C lients funds.

10.7 The Portfolio Manager shall not borrow funds and/or Securities on behalf of the C lient.

10.8 The Portfolio Manager shall exercise due care and diligence in rendering service to prevent the possibility ofloss of cap ital under this Agreement. However, it is understood that investments are made on certain evaluationbasis and there can be no assurance with regard to returns or even preservation of capital.

10.9 The Portfolio Manager will take best efforts to safeguard the C lients interest with regard to dealing with capitalmarket intermediaries such as brokers, custodians, bankers etc. Any contract or understanding arrived at by

the Portfolio Manager with any such intermediary shall be strictly on behalf of the C lient, and the PortfolioManager shall not be responsible for the due performance of the contrac t or understanding by the intermediary.

10.10 The Portfolio Manager shall be entitled to appoint and at its discretion remove agents, to determine theirrespective duties, to fix their emoluments in carrying out the services to be provided under this Agreement;and to acquire security in such instance and for such amount as it may think fit. Any such fees, expenses,charges paid / incurred by the Portfolio Manager shall be borne by and debited to the Clients account.

10.11 The Portfolio Manager shall be entitled to enter into any contrac t with any company / corporation or any otherorganisation for the purpose of securing insurance cover if required by the Client with respect to the Clientsfunds or such other benefits for the Client, as may be given by such company / corporation or any otherorganisation.

10.12 The Portfolio Manager shall be entitled to open one or more bank accounts, demat accounts and constituentSGL accounts for and on behalf of the Client, to deposit and withdraw monies / Securities in such accounts

and to fully operate the same. These accounts will be solely operated by the Portfolio Manager and/or theCustodian to the exclusion of the C lient and the Client hereby confirms and ratifies that it shall not exerciseany right in relation to operation of these accounts till the termination / revocation of this Agreement.

10.13 The Portfolio Manager shall appoint one or more c ustodians, including assoc iates of the Portfolio Manager,for carrying out custodial services in relation to the funds managed by the Portfolio Manager under thisAgreement. Any such fees, charges paid by the Portfolio Manager shall be treated as per Annexure A .

10.14 The Portfolio Manager may appoint agents, representatives, service providers or other persons as the PortfolioManager may deem fit from time to time, to perform any of the functions which the Portfolio Manager isempowered / obligated to perform. The Portfolio Manager may delegate to such persons, the authority /power to perform any of the functions to be performed by the Portfolio Manager and provide such instructions,as the Portfolio Manager may deem fit from time to time, to enable such performance.

11. CO NFLICT O F INTEREST

The Client understands and acknowledges that the Portfolio Manager and its affiliates are engaged in a broadspectrum of activities in the financial services sector. There will be instances where the interests of such partiesconflicts with the interests of the Real Estate Portfolio and the investors therein. Some of the conflicts of interest areidentified in Annexure Bhereto. The Portfolio Manager shall ensure fit treatment as in an arms length transactionto all its clients and shall also specifically ensure that the interest of the Client is not prejudiced in cases of suchconflicts.

12 . Preve ntion o f mo ney launde ring

12.1 The Client hereby agrees to adhere to the compliance of the policy of the Portfolio Manager pertaining tothe Know Your Customer (KYC) and Prevention of Money Laundering (PML) as required under thePrevention of Money Laundering Act, 2002 and SEBI guidelines / circulars thereto and provide necessaryinformation, documents as and when required by the Portfolio Manager under its KYC and PML policy.

12.2 The C lient confirms that the amount invested and to be invested under the Portfolio is and will be throughlegitimate sources only and does not and will not involve and is not and will not be designated for the purposeof any contravention or evasion of the provisions of the Income Tax Act,1961 Prevention of Money Laundering

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Act, 2002, Prevention of Corruption Act, 1988 and/or any other applicable law in force and also enacted bythe Government of India from time to time or any rules, regulations, notifications or directions issued thereunder.

12.3 The C lient hereby confirms and agrees that Portfolio Manager reserves the right to report any suspicioustransaction to the Director of Financial Intelligence Unit-India (FIU-IND), New Delhi, after applying appropriatedue diligence measures and believes that the transaction is suspicious in nature within the purview of the Act

and SEBI circulars / guidelines issued from time to time.1 3. TERM

13.1 The Portfolio will terminate upon the expiry of the sixth anniversary of the Portfolio Commencement Date, andmay be extended at the discretion of the Portfolio Manager for two further periods of one (1) year eachbeyond such sixth anniversary. This Agreement shall commence from the date of execution of this Agreement.

13.2 This Agreement can be terminated by the Client in accordance with Clause 18 of this Agreement.

14. REG ISTRATION , TRAN SFER AND C USTO DY

14.1 The Portfolio Manager shall, where necessary in the interest of the C lient take adequate steps for registrationof the C lients securities in the name of the C lient and/or in the name of the Portfolio Manager for claimingand receiving all accruals, accretions, dividends, benefits, allotments, calls, returns, privileges, entitlements,substitutions and/or replacements. The Portfolio Manager shall take nec essary action for conversion of Securities,when necessary. The Portfolio Manager shall have the sole discretion to decide on subscription or renunciation

of rights entitlements with respect to the C lients funds / Securities.

14.2 The Securities purchased / held under this Agreement and requiring transfer / registration in favour of the C lient,for various purposes cited above will be transferred/registered either in the name of the Client or in the nameof the Portfolio Manager, as the case may be, at the sole discretion of the Portfolio Manager and the Clientdoes hereby expressly give the requisite authority/concurrence/consent to the Portfolio Manager, for transfer/registration of such securities held in the Clients account by the Portfolio Manager under this Agreement, asaforesaid and to receive all such accruals, accretion, benefits, allotments, calls, refunds, returns, privileges,entitlements, substitutions and/or replacements or any other beneficial interest including dividend, interest,rights, bonus either in the name of the Client or in the name of the Portfolio Manager, as the case maybe,for eventual placement to the credit of the Clients account. The Portfolio Manager shall arrange for thecustody of Securities held on account of the Client under this Agreement by keeping them in its ac tual custody,or by using agent(s) for this purpose, at its sole discretion.

14.3 The Portfolio Manager shall not be liable for any negligence or lapse of the custodian in carrying out itscustodial duties or executing any instructions issued by the Portfolio Manager, provided the Portfolio Managerhas acted with due care and in the interest of the Client.

15 . A C C O U N T A N D RETU RN S

15.1 The Portfolio Manager shall maintain a separate designated account for the Client as prescribed under thisAgreement. The details of the Capital Commitments received, investments and/or disinvestments made andall credits to the account by way of accruals, accretions, benefits, allotment, calls, refunds, returns, privileges,entitlements, substitutions and/or replacement or any other beneficial interest including dividend, interest,rights, bonus received from time to time as well as debits shall be reflected in the C lients account.

15.2 The C lient clearly understands that investment in Securities entails a high degree of risk and there is noassurance by the Portfolio Manager about any minimum returns on the C lients funds or even as regardspreservation of capital.

15.3 The Portfolio Manager shall furnish a Statement of Account and a Valuation Report to the C lient every sixmonths. The Portfolio Manager will make necessary arrangements for the viewing of these reports by the Clienton the Portfolio Managers website.

15.4 The Statement of Account shall accurately reflect the affairs of the C lients funds as per Clause 15.1 hereinabove.It shall include the composition of the Portfolio including a list of various Securities held, quantity and currentmarket value of each Security held in the Portfolio, cash balance and the aggregate value of the Portfolio,as on the date of the report.

15.5 The Statement of Account shall include the Valuation Report which shall provide the Valuation of the Securitiesas on the date of the report, for which purpose the Securities shall be valued at market price / fair value. TheValuation Report shall include:

(i) transac tions undertaken during the period of the report including date of transaction, the name of theSecurity, the quantity, the aggregate value of the transaction, and other details of the purchase and

sale;

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(ii) beneficial interest received during that period in respect of interest, dividend, bonus shares, rights shares,debentures, etc.;

(iii) expenses incurred in managing the Portfolio;

(iv) details of risk foreseen by the Portfolio Manager and the risk relating to the Securities recommendedby the Portfolio Manager for investment or disinvestment.

15.6 The Portfolio Manager represents that the statements / documents / report furnished by the Portfolio Managerto the Client shall present a true and fair picture of the actual transactions.

15.7 The Portfolio Manager, shall within reasonable time, on receipt of each drawdown of Capital Commitmentfrom the C lient, issue to the C lient, a statement of account or such other doc ument evidencing such receipt,as the Portfolio Manager may deem fit.

15.8 The Portfolio Manager shall provide to the Client, the Disclosure Document rega rding its portfolio managementservices duly certified by a chartered accountant as specified in SEBI Regulations, at least two days prior toentering into an agreement with the Client.

15.9 The Disclosure Doc ument, shall inter alia contain the following

(i) the quantum and manner of payment of fees payable by the Client for each activity for which serviceis rendered by the Portfolio Manager directly or indirectly ( where such service is out sourced);

(ii) portfolio risks;

(iii) complete disclosures in respect of transactions with related parties as per the accounting standardsspecified by the Institute of Chartered Accountants of India in this regard;

(iv) the performance of the Portfolio Manager;

(v) the audited financial statements of the Portfolio Manager for the immediately preceding three years.

15.10 The C lient shall be entitled to inspect the C lients ac count, books and accounts of the Portfolio Managerrelating to its transactions, which the Portfolio Manager maintains and which relate to this Agreement, aftergiving a 7 day advance notice, in writing.

15.11 Apart from the reports furnished to the C lient the Portfolio Manager shall also furnish to the Client suchdocuments and information relating to the management of the Portfolio, as maybe requested by the Client;

15.12 The books and accounts of the Portfolio Manager relating to the Clients funds / transac tions shall be auditedannually by an independent chartered accountant and a copy of the certificate issued by the charteredaccountant shall be forwarded by the Portfolio Manager to the Client.

15.13 The Client may appoint a chartered accountant of its choice to audit the books and ac counts of the PortfolioManager, relating to his transactions and the Portfolio Manager shall co-operate with such chartered accountantin course of the audit.

16. RISKS AN D LO SSES

16.1 Losses arising out of any act, omission or commission of the Portfolio Manager under this Agreement will besolely at the risk of the Client and the Portfolio Manager will not be liable for any act, omission or commissionor failure to ac t. The Portfolio Manager shall not be responsible for any losses arising to the Client out of anychange or amendment to the SEBI Regulations or any other applicable law, which adversely affects the RealEstate Portfolio in any manner whatsoever.

16.2 The Client undertakes all responsibilities and agrees to bear all losses arising out of refusal by a company orcorporation, for whatever reason, to register and/or transfer any Securities in the name of the Client or thePortfolio Manager as the case may be with respect to the Clients funds. The Securities which are purchasedand refused to be transferred in the name of the Client or the Portfolio Manager, by the company orcorporation concerned, will be sold by the Portfolio Manager, at the best available market price, at the riskand responsibility of the Client.

16.3 Subject to applicable taxation laws in force from time to time, the Portfolio Manager shall deduct tax at sourcewhile effecting disbursements/payments of amounts interim or otherwise to the Client under this Agreement.Any tax arising on such disbursements shall be c harged to the C lients account and shall be borne by the C lientin full. The Portfolio Manager shall not undertake tax planning for the Client under this Agreement. If required,the Client shall have executed a valid, irrevocable power of attorney in favour of the Portfolio Manager orany other nominee(s) or agent(s) of the Portfolio Manager conferring inter alia powers to represent the Clientbefore such revenue/ taxation authority(ies) and comply with other requirements as envisaged in this Agreement.

The C lient agrees and undertakes to furnish any information, papers and documents as may be required bythe Portfolio Manager in connection with tax incidence or implications thereof and also for the properoperation of the Clients funds thereto.

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16.4 The C lient shall not question any of the ac ts, deeds, omissions or commissions or things done or performed bythe Portfolio Manager under this Agreement and the Portfolio Manager shall fulfill its duties and obligation, atits absolute discretion, without interference from the Client, their attorney(s) or authorised agent(s).

16.5 The C lient agrees that investments in Securities in the Real Estate sector, involves certain considerations andsignificant risks. While the investment shall be made in Securities and instruments, which may be listed/unlisted,the underlying assets to these Securities/instruments would have prominent exposure to the risks associatedwith the Real Estate sector. Accordingly before deciding to avail of the services of the Portfolio Managerhereunder, the Client confirms to have carefully studied the spec ific risk factors together with all the informationcontained in the Disclosure Document, and confirms that they have sought and obtained independentinvestment and tax advice.

16.6 The C lient further agrees that additional risks and uncertainties not presently known to the Portfolio Manager,or those risks currently deemed immaterial may also have an adverse impact on the Real Estate Portfolio inthe future. Details of the risk factors are contained in Annexure C hereto.

17. LIQUIDITY AN D TRANSFER

17.1 The C lient agrees that the Portfolio Manager, without assuming any liability or obligation, may a t its absolutediscretion, provide a liquidity window for permitting a C lient to transfer the whole but not part of the Portfolioto any other Eligible Investor, upon such terms and conditions as may be determined by the Portfolio Manager.

17.2 The C lient agrees that the Portfolio Manager shall have the right to reject any transfer without assigning anyreason whatsoever, as mentioned in Clause 17.1 hereinabove during the currency of this Agreement.

17.3 The Portfolio Manager shall be entitled to deduct any amounts due from the Client before considering anapplication for transfer by the C lient. The Portfolio Manager reserves its right to recover, at its discretion fromthe transferee of the Portfolio, any undischarged Capital Commitment, charges or expenses not recoveredfrom the C lient.

1 8 . TERM I N A TI O N

18.1 Subject to the terms of this Agreement and the SEBI Regulations, as amended from time to time, this Agreementmay be terminated under the following circumstances:

(i) the giving of a notice of minimum sixty (60) days in writing by either of the pa rties of its intention toterminate the Agreement. In the event of termination or cancellation or expiry of this Agreement, suchcancellation, termination or expiry shall have no effect on the transactions executed before such

cancellation, termination or expiry and parties shall have the same rights and obligations.

(ii) in the event of death, insolvency, dissolution or winding up of the Client during the currency of theAgreement. On receipt of a notice, in writing of such an event, the Portfolio Manager shall ceaseoperations of the Clients funds, and the Agreement shall stand terminated with effect from the da teof receipt of such notice by the Portfolio Manager.

18.2 Provided that, notwithstanding termination of the Agreement as provided in Clause 18.1 above, the Clientwill be obligated to fund any remaining portion of its Capital Commitment through the Term of the Portfolio(i) to cover expenses allocable to the Real Estate Portfolio, fees of the Portfolio Manager (ii) to makeinvestments as to which the Portfolio Manager has made a binding commitment in relation to the Real EstatePortfolio on or before the end of the Commitment Period and (iii) to make Follow-On Investments.

18.3 In the event the C lients acc ount with the Portfolio Manager is held jointly by two or more persons (but notexceeding three), the account shall be terminated as above only upon the death/ insolvency of all the joint

ac count holders of that Client ac count. Provided further that, in case of death / insolvency of any one or moreof the joint account holders of the Real Estate Portfolio, the Portfolio Manager shall not be bound to recognizeany person(s) other than the remaining holders. In all such cases, any payment under this Agreement shallbe made to the first-named of such remaining account holders of the Real Estate Portfolio. Payment to thefirst-named of such remaining account holders as per this Agreement shall discharge the Portfolio Managerof all liability towards the estate of any deceased account holder(s) and his/ her / their successors / legal heirs.

18.4 The Portfolio funds or Securities can be withdrawn or taken back by the C lient at their risk before the expiryof this Agreement on account of the following reasons:

(a) the voluntary or compulsory termination of the portfolio management services by the Portfolio Manageror the Client;

(b) the closure of business of the Portfolio Manager;

(c) the suspension/termination of certificate of registration granted to the Portfolio Manager by SEBI and/

or any other competent authority;(d) Bankruptcy or liquidation of the Portfolio Manager.

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18.5 In the event the Client voluntarily terminates the Agreement prior to the expiry of the Term of the Agreementas provided in Clause 13 hereinabove, the Clients Portfolio shall be subject to the Termination Fee as definedin this Agreement.

18.6 On termination of this Agreement, the Client shall pay to the Portfolio Manager its fees, costs and dues payableunder this Agreement including the Termination Fee if any, and the Portfolio Manager shall have the right of

lien on the Portfolio in respect thereof.18.7 In the event that this Agreement is terminated for any of the reasons stated above, the C lient shall take or

cause to be taken, all necessary steps to close and /or transfer all accounts maintained by the Client withthe Portfolio Manager and/or any agents or sub-agents in relation to the services provided under thisAgreement, within a period of 60 days from the date of termination.

18.8 Notwithstanding what is stated herein, the Portfolio Manager reserves the absolute discretion to independentlyterminate this Agreement at any time by giving a written notice of not less than thirty (30) days to the C lient,without assigning any reason, and cause the Client to close all accounts with the Portfolio Manager.

1 9 . REPA Y M EN T

19.1 The Portfolio Manager may, at its sole discretion, choose to effect interim disbursements of amounts on annualor such other frequencies, as the Portfolio Manager deems fit, without setting any precedent whatsoever, onthe part of the Portfolio Manager and without conferring any right on the Client to demand such other similar

disbursements from the Portfolio Manager, at any stage, with respect to this Agreement.19.2 The Portfolio Manager shall, upon termination of this Agreement, as stated hereinabove arrange to deposit in

the designated bank account the net realisable value (i.e. gross market value net of costs of realisation) of theSecurities held in the Clients account together with all accruals, accretions, benefits, allotments, calls refunds,returns, privileges, entitlements, substitutions and/or replacements or any other beneficial interest includingdividend, interest, bonus as well as cash balances, if any, on such date, subjec t to the Client fulfilling all itsobligations under the Agreement. In the event the Portfolio Manager is unable to dispose of any Securities, thePortfolio Manager shall be entitled to make in specie distribution of Securities to the Client. The amount sorealised, and/or the Securities together with cash balances, if any, due and belonging to the Client shall bedeposited in the designated bank account of the Client subject to the following deductions:

(a) Termination Fee, if any;

(b) Interim disbursements, if any, of amounts paid to the C lient as described in Clause 19.1 hereinabove;

(c) Expenses as described in Clause 9.9 and Annexure A including the Management Fees acc rued and dueto the Portfolio Manager till the date of termination of this Agreement;

(d) Incidental expenses at actuals, incurred by the Portfolio Manager on account of the Client;

(e) All taxes, rates, fees, duties, brokerage, commissions, costs, charges, penalties, deduc tions, recoveries and/or appropriations etc., to be charged/paid in accordance with law or otherwise on account of the Client;

(f) For the setting up of any reserves which the Portfolio Manager may deem reasonably necessary for anycontingent or unforeseen liabilities or obligations of the Portfolio, including any tax demand that may arise;

(g) Any other dues, expenses, liabilities, obligations etc. owed by/due on account of the C lient under thisAgreement.

19.3 In case of in-specie distribution to the Client, all Securities or other assets shall be valued at the Fair MarketValue after considering all factors which might reasonably affect the sales price of such Securities or other

assets, including, without limitation, the present value of growth opportunities contemplated in respect ofsuch Security or other asset, restrictions on transferability, the existence of a c ontrol block and the anticipatedimpact on current market prices of immediate sale and the liquidity of a market for such Security or otherasset, the impact on the present value of such asset of factors such as the length of time before any suchvalue may be realized and the cost and complexity of any such sales, purchase cost, estimates ofliquidation value, price received in recent sales of Securities of the same issuer and prices recently receivedby comparable companies in the same or similar industries or assets.

19.4 The Portfolio Manager, by disbursement through payment or otherwise, as provided in C lause 19.2hereinabove, subject to all the above recoveries, deductions and appropriations, would be validly dischargedof all its obligations towards the Client or its nominee(s), as the case may be, in respect of this Agreement.

19.5 On termination, the Portfolio Manager shall also give a detailed valuation report and statement of accountto the C lient reflecting the affairs of the C lient as of the termination date, as per Clause 15 hereof.

19.6 The termination or purported termination of this Agreement shall be without prejudice to any claim or rightof action previously accrued to any party hereto against the other party hereto.

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19.7 The Portfolio Manager will be entitled to withhold from any distributions, amounts necessary to create, inits sole and absolute discretion, appropriate reserves for expenses and liabilities of the Portfolio, includingany expenses incurred on Portfolio, any entitlements as well as any required tax withholdings.

19.8 Notwithstanding any other provisions of this Agreement, to the extent the Portfolio Manager may berequired by law to withhold or to make tax payments on behalf of or with respect to any Client, the Portfolio

Manager may withhold such amounts and make such tax payments as so required.20. PROTECTION O F AC TS DO NE IN GO OD FAITH

The Portfolio Manager shall not be under any liability on acc ount of anything done or omitted to be done or sufferedby the Client in good faith in accordance with or in pursuance of any request or advice of the Portfolio Manageror any committee of the Portfolio Manager or any of its agents.

21. AC CEPTAN CE O F CERTIFICA TE

The Portfolio Manager may accept as sufficient evidence of the value of any investment or the cost price or saleprice thereof, or of any stock exchange quotation or of any other fact within its competence, a certificate by astock broker or other professional person approved by the Portfolio Manager for this purpose.

22. PORTFOLIO M ANAG ER M AY RELY ON A DVICE

The Portfolio Manager may ac t upon any advice of or information obtained from any investment advisor, bankers,

accountants, brokers, professionals, agents and the Portfolio Manager shall not be bound to supervise the acts ofany such persons nor be bound to verify the advice or information obtained therefrom and the Portfolio Managershall not be liable for anything bonafide done or omitted or suffered in reliance upon such advice or information.

The Portfolio Manager will also not be responsible for the consequence of any mistake or oversight or error ofjudgement or want of prudence on the part of the Portfolio Manager or any attorney or agent of other personappointed by it for providing the services under this Agreement. However, in case the Portfolio Manager obtainsadvice which is of general benefit to all its clients then the expenses relating to the obtaining of such advice shallbe charged on a pro-rata basis to the Client.

23. LIM ITATION O F C LIENTS RIGH TS AN D O BLIGA TION S

23.1 In no event shall the C lient have or acquire any rights against the Portfolio Manager except as expresslyconferred on such Client under this Agreement, nor shall the Portfolio Manager be bound to make anypayment to the Client, except out of funds held by it for the Client and in accordance with the provisionsof this Agreement.

23.2 The liabilities of the Client arising out of this Agreement shall be limited to the extent of the investments madeunder this Agreement.

24. INDEM NITY TO PORTFOLIO M ANAG ER

24.1 Without prejudice to the right of indemnity available to the Portfolio Manager under any law, the PortfolioManager and every person appointed by the Portfolio Manager shall be entitled to be indemnified out ofthe C lients funds with respec t to a ll liabilities, losses and expenses incurred by it/them in providing the servicesunder this Agreement or any of the powers, authorities and discretions vested in it/them pursuant to thisAgreement including liabilities, losses and expenses consequent to any mistake, oversight or error of judgementor want of prudence on the part of the Portfolio Manager or any such appointee and against all actions,proceedings, costs, claims, and demands in respect of any matter or thing done or omitted in any way inrelation to this Agreement, and the Portfolio Manager shall have a lien on and may retain any funds and/or Securities in the hands of the Portfolio Manager, necessary to effect such indemnity.

24.2 The Portfolio Manager shall not be liable to the C lient for any error of judgement or loss suffered by the Clientin connection with the subject matter of this Agreement or any matter or thing done or omitted to be doneby the Portfolio Manager in pursuance thereof (including, in particular, but without limiting the foregoing, anyloss following or arising out of any failure to effect or any delay in effecting any transaction, any loss, delay,misdelivery or error in transmission of any communication or of the bankruptcy or insolvency or of a failure topay by any bank, institution, country, governmental department, authority, company or person with whomor in which the moneys of the Client are from time to time invested or deposited or which is a counterpartto an investment transaction or generally in relation to the purchase, holding or sale of investments) unlesssuch loss, prejudice or disadvantage arises from negligenc e, bad faith, fraud or willful default in the performanceor non-performance by the Portfolio Manager or persons designated by it including brokers, custodians, otherintermediaries of its obligations or functions.

24.3 For the avoidance of doubt it is hereby agreed and declared that references to the Portfolio Manager in thisClause 24 shall be deemed to include direc tors, officers, agents, affiliates, advisors, assoc