Documentation For Discretionary Portfolio Management Services HDFC AMC PMS REAL ESTATE PORTFOLIO - I

Portfolio Manager

HDFC Asset Management Company Ltd.

A Joint Venture with Standard Life Investments Limited
Registered 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: pms@hdfcfund.com Website: www.hdfcfund.com

CONTENTS

1. 2. 3. 4. 5. 6. 7.

Guidelines for easy completion of documents PMS Client Registration Form (Individual) PMS Client Registration Form (Jt. Holders) PMS Client Registration Form (Non-Individual) Discretionary Portfolio Management Service Agreement Power of Attorney by Client to AMC - to be notarised locally Disclosure Document

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 HDFC AMC Ltd.

1. 2. 3.

PMS Client Registration Form Discretionary Portfolio Management Service Agreement Power of Attorney by Client to AMC : This document needs to be notarised locally

Investment Details Documentation General

Cheque in favour of "HDFC AMC Ltd. A/c REP" The Discretionary Portfolio Management Service Agreement and the Power of Attorney 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 Cf Pi Pf Wf

Clients Initials

Clients Full Signature

Portfolio Managers Initials

Portfolio Managers Full Signature

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 1 signed across photograph and 1 true copy* of Proof of Identity, Proof of Address, Proof of Signatures, PAN Card as indicated below in the Client Information Papers.

Client Information Papers

The Client Information Papers are required in 1 true copy* for PMS registration. These are as given below :

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. 2. 3. 4. 5. 6. 7. 8. 9. 10. Memorandum and Articles of Association ( M&AOA ) Certificate of Incorporation List of current Directors List of authorised signatories (with name, residential address, and signatures) Signatures of authorised signatories to be verified by current Banker Copy of Board Resolution (see specimen enclosed) Form No 32 alongwith ROC receipt, in case the names of the authorised directors do not appear in M&AOA above Proof of Identity, Residential Address, Signatures, of all the authorised signatories (for proofs refer to FOR INDIVIDUALS above) PAN Card of all the authorised signatories PAN Card of the company 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. 2. 3. 4. 5. 6. 7. 8. List of all Current Partners / Trustees Proofs of Identity / Residence / PAN / Signatures of authorised Partners / Trustees (for proofs refer to FOR INDIVIDUALS above) 1 signed across photograph of authorised Partners / Trustees Partnership / Trust Deed Proof of Address IT Return acknowledgement receipt Resolution and Declaration on Letterhead (see specimen enclosed) PAN Card of the Firm / Trust 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.

HDFC Asset Management Company Limited

A Joint Venture with Standard Life Investments Limited
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: pms@hdfcfund.com Website: www.hdfcfund.com Portfolio Managers SEBI Regn. No. PM / INP000000506 PHOTOGRAPH (Please sign across the Photograph)

HDFC AMC PMS - REAL ESTATE PORTFOLIO - I CLIENT REGISTRATION FORM FOR INDIVIDUALS
I. GENERAL INFORMATION Name of the First / Sole Applicant (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) Date of Birth DD MM YYYY

City Residential Address

State

Pincode

City Contact Details of First / Sole Applicant Contact Person Office Tel. Fax

State

Pincode

Residence Tel. E-mail

Mobile

Proof of Income-Tax

PAN of the First / Sole Applicant (attach certified true copy of PAN Card)

Mutual Fund KYC Compliance Status 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 Passport Driving Licence Voters ID Proof of Address (attach certified true copies of any one) (Please tick (3) Type of Documents Passport Driving Licence 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 2. a. Occupation Details# Private Sector Service Student Minor Civil Servant

Place of Issue

Latest Electricity / Telephone Bill Ration Card

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. Housewife

Please tick (3) any one Public Sector / Government Service Business Professional Agriculturist Retired Forex Dealer Others (Please specify) _______________________________________________________ Current or Former MP, MLA or MLC Politician Current or Former Head of State

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

* 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.

II. INVESTMENT PROFILE OF THE CLIENT a. b. c. d. Investment experience regarding securities Investment goals please tick (3) / specify Risk Tolerance Please tick (3) Time Period for which investment proposed to be made years years Capital Appreciation Low Others (specify) Medium High

III. DETAILED INVESTMENT OBJECTIVES OF THE CLIENT (Indicate upto %) a. b. c. d. Equity Mutual Fund Schemes Debt Others

IV. CAPITAL COMMITMENT Amount (Rs.) (InFigures) (In Words)

V. INITIAL CONTRIBUTION Name of the Bank Account No. Branch Address Cheque No. Cheque Amount (Rs.)

VI. REFERRED BY (Full name and address)

City Telephone Mobile

State E-Mail ID

Pincode

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 and belief. 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) to this 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 particulars have been suppressed or omitted therefrom, the Portfolio Manager has a right to terminate the Portfolio Management Services. I / We also agree to 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 Form C 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. I / We hereby declare that I / we do not hold investments / interest in any body corporate which enables me / us to obtain unpublished price sensitive information. I / We hereby declare that I / we do hold investments / interest in the body corporates as per list attached which enables me / us to obtain unpublished price sensitive information.

First / Sole Applicant / Guardian

Second Applicant

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Third Applicant Place : Date :

HDFC Asset Management Company Limited

A Joint Venture with Standard Life Investments Limited
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: pms@hdfcfund.com Website: www.hdfcfund.com Portfolio Managers SEBI Regn. No. PM / INP000000506 PHOTOGRAPH (Please sign across the Photograph)

HDFC AMC PMS - REAL ESTATE PORTFOLIO - I CLIENT REGISTRATION FORM FOR JOINT APPLICANT
(In case of more than one joint holder please use copy of this Form)
I. GENERAL INFORMATION Name of the Joint Applicant (Mr./Ms.) Name of Father / Spouse / Guardian (Mr./Ms.) Correspondence address (P.O.Box Address may not be sufficient) Date of Birth DD MM YYYY

City Residential Address

State

Pincode

City Contact Details of Joint Applicant Office Tel. Fax

State

Pincode

Residence Tel. E-mail

Mobile

Proof of Income-Tax

PAN of the First / Sole Applicant (attach certified true copy of PAN Card)

Mutual Fund KYC Compliance Status 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 Passport Driving Licence Voters ID Proof of Address (attach certified true copies of any one) (Please tick (3) Type of Documents Passport Driving Licence 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 2. a. Occupation Details# Private Sector Service Student Minor Civil Servant

Place of Issue

Latest Electricity / Telephone Bill Ration Card

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. Housewife

Please tick (3) any one Public Sector / Government Service Business Professional Agriculturist Retired Forex Dealer Others (Please specify) _______________________________________________________ Current or Former MP, MLA or MLC Politician Current or Former Head of State

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

* 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.

Signature of Joint Applicant Place :

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Date :

HDFC Asset Management Company Limited

A Joint Venture with Standard Life Investments Limited
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: pms@hdfcfund.com Website: www.hdfcfund.com Portfolio Managers SEBI Regn. No. PM / INP000000506

HDFC AMC PMS - REAL ESTATE PORTFOLIO - I CLIENT REGISTRATION FORM FOR NON-INDIVIDUALS
I. GENERAL INFORMATION STATUS [Please tick (4)] Name (M/s.) Registered Office Address
Corporate Partnership Trust FI Others _________________

Date of Regn./Incorp. DD MM YYYY

City Correspondence Address

State

Pincode

City Contact Details Office Tel. Fax Name and Address of Contact Person (Mr./Ms.) Office Tel. Fax City In case of FIs SEBI Regn. No. Proof of Income-Tax (with STD / ISD Code) E-mail

State

Pincode

Designation

Residence Tel. E-mail State

Mobile

Pincode

PAN of Applicant (attach certified true copy of PAN Card)

Mutual Fund KYC Compliance Status Yes No (If yes, proof enclosed)

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. 10,00,00,000 Rs. 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).

I.

IN CASE OF PARTNERSHIP FIRM / TRUST (see Guidelines)

(Please provide 1 self-certified true copy of the following)

II. IN CASE OF CORPORATE (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 authorised Partners / 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

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

II. INVESTMENT PROFILE OF THE CLIENT a. b. c. d. Investment experience regarding securities Investment goals please tick (3) / specify Risk Tolerance Please tick (3) Time Period for which investment proposed to be made years years Capital Appreciation Low Others (specify) Medium High

III. DETAILED INVESTMENT OBJECTIVES OF THE CLIENT (Indicate upto %) a. b. c. d. Equity Mutual Fund Schemes Debt Others

IV. CAPITAL COMMITMENT Amount (Rs.) (InFigures) (In Words)

V. INITIAL CONTRIBUTION Name of the Bank Account No. Branch Address Cheque No. Cheque Amount (Rs.)

VI. REFERRED BY (Full name and address)

City Telephone Mobile

State E-Mail ID

Pincode

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

We hereby declare that all the information and particulars given by us in this application are true to the best of our knowledge and belief. 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) to this application. We also declare and agree that if any of the above statements are found to be incorrect or false or any information or particulars have been suppressed or omitted therefrom, the Portfolio Manager has a right to terminate the Portfolio Management Services. We also agree to furnish such further information as you or SEBI may require from us from time to time and we agree that if we fail to give such information, you shall have the right to terminate the Portfolio Management Services Agreement. We wish to inform you that we have read and understood the contents of the Disclosure Document in respect of HDFC AMC PMS Real Estate Portfolio - I as specified in Schedule V of the SEBI (Portfolio Managers) Amendment Regulations, 2002, alongwith certificate in Form C as specified in Schedule I of the said Regulations and provided to us atleast two 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 For

x
Place Date

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Companys Stamp

PHOTOGRAPHS OF AUTHORISED SIGNATORIES

Photograph (Please sign across the Photograph)

Photograph (Please sign across the Photograph)

Photograph (Please sign across the Photograph)

1. Name : Signatories : X

2. Name : Signatories : X

3. Name : Signatories : X

Cf

SPECIMEN OF RESOLUTION FOR PARTNERSHIP FIRM / TRUST ON LETTERHEAD

CERTIFIED TRUE COPY of the Resolution passed at the meeting of the Board of Trustees / Partners of M/s........................................................ ................................................................................................... held on ............................................................................................................................. at ............................................................................................................................................................................................................................................. RESOLVED THAT the 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 THAT 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 .

Signed by all the trustees / partners.

SPECIMEN OF RESOLUTION FOR COMPANY ON LETTERHEAD

Certified 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 that the 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 that a certified true copy of this resolution be forwarded to HDFC AMC Certified true copy For.M/s ..................................

Director / Company secretary

(On Stamp Paper of Rs. 300/-)

DISCRETIONARY PORTFOLIO MANAGEMENT SERVICE AGREEMENT HDFC AMC PMS REAL ESTATE PORTFOLIO - 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 principal place of business at / having its registered office at ................................................................ ................................................................................................................................................................................................................................. (hereinafter referred to as the Client which expression shall unless the context otherwise requires, be deemed to include his /hers /its, successors, administrator, and executors) of the ONE PART. And 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 Manager which expression shall, unless the context otherwise requires, be deemed to include its successors and assigns) of the OTHER PART 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 Registration No. PM/INP000000506. HDFC Asset Management Company Limited was set up pursuant to the Joint Participation Agreement dated October 29, 1999, entered between Housing Development Finance Corporation Limited (HDFC) and Standard Life Investments Limited. The present shareholding pattern of HDFC AMC is as follows1 : Particulars HDFC Standard Life Investments Limited C. % of paid up share capital 60% 40%

Ci

B.

The Portfolio Manager is inter alia engaged in investing funds of its clients in securities and providing portfolio management services to its clients on discretionary basis. The Client is desirous of appointing the Portfolio Manager for managing the investment of his/its funds on a discretionary basis and to avail of investment advisory and portfolio management services provided by the Portfolio Manager. The Portfolio Manager has made available to the Client a copy of the Disclosure Document and the Client having read and understood the contents of this document, has agreed to avail of the services of the Portfolio Manager under the HDFC AMC PMS Real Estate Portfolio - I in accordance with the terms and conditions set out in this Agreement.

D.

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1.

DEFINITIONS AND INTERPRETATION For the purpose of this Agreement the following terms shall have the following meanings: 1.1 1.2 Agreement 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. Business Day A day other than: Saturday and Sunday; A day on which the banks in Mumbai and / Reserve Bank 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 are closed; a day declared as a public holiday under the Negotiable Instruments Act, 1881, a day on which normal business cannot be transacted due to storms, floods, bandhs, strikes or such other events as the Portfolio Manager may specify from time to time. The Portfolio Manager reserves the right to declare any day as a Business Day or otherwise Capital Commitment means the aggregate amount agreed by the Client to be contributed for investments through the Real Estate Portfolio. The minimum Capital Commitment of the Client shall be a sum of Indian Rupees Twenty Five Lakhs (INR 25,00,000). Capital Contribution means that portion of Capital Commitment paid by a Client with respect to the Real Estate Portfolio upon the execution of the Agreement and/or subsequently, pursuant to the issuance of a Drawdown Notice. Commitment Period means the period up to the expiration of two (2) years from the Portfolio Commencement Date, which may be extended by an additional period of one (1) year at the discretion of the Portfolio Manager, provided however that, the Client will be obligated to fund any remaining portion of their Capital Commitments through the Term of the Agreement (a) to cover expenses and fees of the Portfolio Manager, and (b) to make Follow-On Investments. Drawdown Notice means any notice issued to the Client calling upon the Client to make Capital Contribution out of the amount of its Unfunded Commitment/s. Drawdown Date means the date not being later than fifteen (15) Business Days from the date of issue of the Drawdown Notice. Disclosure Document means the Disclosure Document filed by the Portfolio Manager with the Securities and Exchange Board of India for the Real Estate Portfolio and as may be amended by the Portfolio Manager from time to time pursuant to the SEBI (Portfolio Managers) regulations, 1993. 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 the services of the Portfolio Manager from time to time.

1.3

1.4

1.5

1.6 1.7 1.8

1.9

1.10 Fair Market Value means the last 6-monthly valuation determined by an agency appointed by the Portfolio Manager, which may include a reputable chartered accountant, property valuer or other consultants based on the principles set out in Clause 19.3. 1.11 Follow-On Investments means Portfolio Investments made after the termination of the Commitment Period in respect of which a binding commitment of the Portfolio Manager exists on the date on which the Commitment Period terminates, and investments after the Commitment Period in Securities of Portfolio Companies that in the good faith judgment of the Portfolio Manager are necessary to protect and/or enhance the value of the Real Estate Portfolios existing investments in such Portfolio Companies. 1.12 Indian GAAP means generally accepted accounting principles in India, as in effect from time to time. 1.13 Initial Capital Contribution means that portion of the Capital Commitment payable by the Client forthwith to the Portfolio Manager upon execution of this Agreement equal to 15% of the total Capital Commitment or a sum of Rupees Five Lacs (Rs. 5,00,000), whichever is higher. 1.14 Management Fee means the fees payable to the Portfolio Manager in accordance with Annexure A. 1.15 Parties means the parties to this agreement which shall include their successors and legal heirs. 1.16 Performance-Linked Fee means the performance-linked fee payable to the Portfolio Manager in accordance with Annexure A hereto. 1.17 Person means and includes any individual, partnership, corporation, company, unincorporated organisation or 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.

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1.19 Portfolio Commencement Date means the closing date for payment of the Initial Capital Contribution as determined by the Portfolio Manager. 1.20 Portfolio Company means companies, enterprises, entities, special purpose vehicles, directly or indirectly engaged 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 Estate includes immovable property of every description, transferable development rights, townships, industrial parks, business centers, serviced plots and the like, infrastructure facilities including roads, bridges and tunnels as well as any interest(s) or right(s) therein and /or any services relating to the aforesaid. 1.23 Real Estate Portfolio shall mean the HDFC AMC PMS Real Estate Portfolio - I, in accordance with the terms of 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 securities including equity shares, quasi equity shares, preference shares, debentures, convertible securities, depository receipts, 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 Section 2(h) of the Securities Contract (Regulation) Act, 1956. 1.25 SEBI shall mean the Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992. 1.26 SEBI Regulations shall 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 time to time. 1.27 Term shall mean the term of this Agreement as provided to it in Clause 13 hereunder. 1.28 Termination Fee means the termination fee as prescribed in Annexure A hereto, payable in accordance with Clause 18.5 hereunder. 1.29 Unfunded Commitments means the Capital Commitment as reduced by the Capital Contribution, which shall be increased to the extent of any payments such as overdue interest or penalties on account of delayed payments by the Client or other receivables as may be determined by the Portfolio Manager. 1.30 Up-Front Fee shall mean the up-front fee as prescribed in Annexure A hereto. 2. APPOINTMENT OF THE PORTFOLIO MANAGER The Client hereby appoints HDFC AMC as its Portfolio Manager to provide the portfolio management services, subject to the investment guidelines and terms and conditions herein contained and HDFC AMC hereby accepts such appointment and agrees to assume the rights, obligations, responsibilities and duties set forth herein. 3. SCOPE 3.1 The Portfolio Manager will manage the Portfolio as per the investment objectives and restrictions, if any, stated in this Agreement as well as in accordance with the SEBI Regulations, as amended from time to time. Subject to such objectives and restrictions, the Portfolio Manager, will have complete discretion (including without prior reference, intimation or discussions with the Client) to buy, sell, retain, exchange or otherwise deal in any investments, 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 otherwise act as the Portfolio Manager judges appropriate in relation to the management of the Portfolio. It is clarified that in providing such services, the Portfolio Manager is not guaranteeing or assuring any return either directly or 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 fiduciary capacity and as an agent with regard to the Clients funds. 4. CLIENT PARTICIPATION 4.1 The Client represents that it is eligible to enter into this Agreement. The Client may cause its duly constituted attorney to represent the Client under this Agreement. 4.2 The Portfolio Manager shall deal exclusively with the Client and shall under no circumstances recognise or take cognizance 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 recognised strictly for the purpose of representation of the Client under this Agreement.

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4.3 The Portfolio Manager will enter into separate Agreements with each of its clients. The Agreement and the pursuant relationship of Portfolio Manager with the Client is exclusive and does not create any interest whatsoever between 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 Client during the currency of this Agreement, it shall be the duty of the Client to keep the Portfolio Manager duly informed of the change. The Portfolio Manager shall seek advice or appropriate directions, where required, from competent authorities under applicable law with regard to the continuation of this Agreement and any other Agreement(s) entered into with the Client which may be affected by such a change. In addition to the above and more particularly where the Client is a partnership firm or a trust, the Client shall advise in writing of any change that may take place in the partnership firm/trust, and all the present partners/trustees will be liable for any obligations which may be standing in the name of the firm/trust on the date of the receipt of such notice by the Portfolio Manager and until all such obligations have been fulfilled. 4.5 The Client hereby confirms that he/she/it has read and understood the terms of this Agreement and is availing of the services of the Portfolio Manager after understanding the general risk factors and the specific risk factors and after being satisfied as to the terms and conditions of this Agreement and agrees to be bound by the same. The Client has such knowledge and experience in financial and business matters that the Client is capable of evaluating the merits and risks of the investment evidenced by its Capital Commitment, and the is able to bear the economic risk of such investment. 4.6 The Client understands and agrees that it shall be the Clients responsibility to ensure compliance with all the applicable legal provisions in relation to its investments under the Real Estate Portfolio. 4.7 The Client agrees to execute, from time to time, one or more power of attorneys in the form and content required by the Portfolio Manager and / or to do such other acts or things as are necessary for the purpose of this Agreement. 4.8 The Client shall not at any time during the term of this Agreement, create a pledge or lien or any other encumbrance on the Portfolio or any part thereof. 4.9 Simultaneous to the execution of this Agreement, the Client shall disclose in writing its interest in various bodies corporate as per Annexure D, which may enable the Client to obtain unpublished price sensitive information from 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 of the nominee, furnishing proof of guardianship if the nominee is a minor, and the execution of an indemnity bond or such other documents as may be required from the nominee in favour of and to the satisfaction of the Portfolio Manager. Nomination may be made either singly or jointly. If the Portfolio is held jointly, all the joint holders must sign the Nomination Form. 5. INVESTMENT OBJECTIVES AND RESTRICTIONS 5.1 The investment objective of the Portfolio is to provide superior and consistent risk adjusted returns for the Client by 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 Estate assets. The Portfolio Manager would seek to generate capital appreciation as well as regular returns (annual dividends/interest) on Clients capital by such investments. 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 Clients funds in a manner that it deems fit. The Portfolio Manager shall be entitled to underwrite any Securities or offer Securities for sale, subject to the compliance of all applicable regulations, guidelines and notifications issued by SEBI. The Portfolio Manager shall exercise voting rights and such other rights in relation to any Securities held on behalf of or invested with the Clients funds, in its absolute discretion. The decision taken in deployment of the Clients account by the Portfolio Manager will be taken in good faith and the same shall be absolute and final. The decision of the Portfolio Manager cannot be called in question or be open to review at any time during the currency of the Agreement or any time thereafter except on the ground of malafide intent, fraud, conflict of interest or gross negligence. The rights of the Portfolio Manager shall, however, be exercised strictly in accordance with applicable law. Primary and secondary market operation including sale and purchase transactions from the Clients funds will be done through agencies, entities, brokers or a panel of brokers, including associate brokers of the Portfolio Manager, at prevalent market prices usually netted for brokerage and / or commission. The Portfolio Manager,

5.2

5.3 5.4 5.5

5.6

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in its absolute discretion, may resort to transactions through private placement, arrangements, agreements and/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 scale, inter se allocation between clients of the Portfolio Manager shall be done on a pro-rata basis and at the weighted average 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. Any transaction for the purchases or sale of listed Securities shall be done at the prevailing market price. In the management of the Clients 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 in the Securities and generally manage, convert, transpose and vary the investments of the Clients funds.

5.8 5.9

5.10 Accruals, accretions, benefits, allotments, calls, refunds, returns, privileges, entitlements, substitutions and / or replacements or any other beneficial interest including dividend, interest, rights, bonus that accrue to the investments in respect of the Clients funds shall be received by the Portfolio Manager either in its own name or in the name of the Client but in either case these benefits shall be placed in the Clients account on the relevant 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 engage in 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 of and belong solely to the Client. Subject 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 for the Clients account; (iii) act as principal, agent or broker in a transaction and may be separately compensated in that capacity. Such compensation would form part of the fee structure as detailed in Annexure A hereto; (iv) purchase, hold and sell for the Clients account 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 subject to the SEBI Regulations, to lend Securities held on behalf of Client in the Portfolio Companies, to a third person and the Client hereby provides its consent to the same. The Portfolio Manager shall not while dealing with Clients funds indulge in speculative transactions that is, it shall not enter into any transaction for purchase or sale of any Security which is periodically or ultimately settled otherwise than by actual delivery or transfer of security except for transactions 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 of the purchase and sale of Securities allowed in Clause 5.1 and for payment of allowable expenses/fees. The Portfolio Manager shall not use funds of one Client for the benefit of its other clients. Accounts of the Client shall be segregated from the accounts of the other clients of the Portfolio Manager and shall be maintained separately. 5.15 The Portfolio Manager shall be free to deploy idle cash balances of the Client, which may arise from time to time, in bank deposits, liquid or money market mutual fund schemes and/or short dated debt Securities. In no case shall the Portfolio Manager deploy the Clients funds in unregulated financing mechanism such as badla or discounting of bills of exchange or for the purpose of lending or placement with corporate or noncorporate 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 with the Securities and generally manage, convert and vary the investments of the Portfolio in such manner as the Portfolio Manager in its absolute discretion deems fit. 6. CAPITAL COMMITMENT AND REINVESTMENT 6.1 The Client agrees to invest an aggregate amount as specified in this Agreement/Application Form as being the Capital Commitment. The investment of the Client shall be subject to an Up-Front Fee as specified in Annexure A hereto. 6.2 Simultaneously upon the execution of this Agreement, the Client shall pay to the Portfolio Manager, the Initial Capital 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 returns generated from such investments shall be paid forthwith to the Client by the Portfolio Manager. 6.3 The Portfolio Manager after receipt of the Initial Capital Contribution from the Client may, from time to time during the Commitment Period, issue Drawdown Notices for Capital Contribution to the Client. Upon receipt of such Drawdown Notice(s), the Client shall forthwith, and in any case on or prior to the Drawdown Date, ensure payment of the entire sum, without any deduction whatsoever, to the Portfolio Manager, as mentioned in the Drawdown Notice. The Drawdown Notice may be sent under registered post/courier or such other mode that the 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 are individuals), all shall be jointly and severally liable for payment of Capital Contribution. All joint Clients agree that though the Drawdown Notice will be issued by the Portfolio Manager only to the name and address of the first holder they will be jointly and severally liable for payment within due dates and for payment of overdue interest and in case of any ultimate foreclosure due to non payment, they cannot absolve themselves of joint liability merely on account of the Drawdown Notice being issued to the first holder and hence will be bound by the acts of the first holder and therefore cannot and agree that they will not raise any claims against the Portfolio Manager in the event of forfeiture. 7. PROVISIONS IN CASE OF DEFAULT 7.1 In the event the Client fails to pay any portion of its Capital Commitment pursuant to a Drawdown Notice issued by the Portfolio Manager within 15 (fifteen) Business Days from the date of the Drawdown Notice, the Portfolio Manager 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 as determined at its sole discretion by the Portfolio Manager (such default amount plus interest being the Default Amount) and offset the amounts, otherwise distributable to such Client, against the Default Amount; (b) Suspend any right of the Client to make further investments. Provided however, the Investor shall remain fully liable to the Portfolio Manager and to the creditors of the Portfolio, if any, to the extent permitted by law, 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 this Agreement. Upon such forfeiture being effected, the Client shall cease to be entitled to any rights (including the 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 legal and 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 Client agrees to remain liable for all Unfunded Commitments in addition to the penalties, interest and charges already levied on him and confirms that the Portfolio Manager may choose to enforce specific performance of the obligations of the Client hereunder, if and when deemed necessary by the Portfolio Manager. 7.3 The Client agrees that in addition to the liability for payment of Default Amount, he shall be liable to pay the Portfolio Manager all costs and expenses incurred by the Portfolio Manager in pursuing any remedies against the Client including those incurred in recovery of the Default Amount. 8. NO WARRANTY 8.1 The Portfolio Manager does not provide any warranty (express or implied) as to the appreciation in the value of the Securities in which the Clients funds are invested by the Portfolio Manager. It is clearly understood by the Client that the Portfolio Manager shall not, in any manner whatsoever, be liable, in case of depreciation in the value of Securities, either individually or in total, in which funds are invested by the Portfolio Manager or for any indirect or consequential losses. 8.2 The Client acknowledges and confirms that the purchase and sale of Securities in the Real Estate sector has an inherent risk and accordingly, any loss, damage, cost, expenses, direct or indirect or consequential on account of 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 which arises to the Client on account of the aforesaid eventualities.

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9.

FEES, CHARGES AND PORTFOLIO EXPENSES 9.1 The Portfolio Manager shall receive remuneration for services rendered to the Client as per this Agreement as well as reimbursement of expenses, as stated in Clause 9.8 herein below. 9.2 The Client 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 calculated by the Portfolio Manager, on a proportionate basis for the number of days till termination, based on the daily average assets under management as stated in Annexure A. 9.5 The Client 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 Client with complete details of the charges debited to the Clients funds. 9.6 The Client hereby grants his consent to the fees and charges as specified in Annexure A for the services provided directly and indirectly by the Portfolio Manager and shall not raise any objections on the charging of the same by the Portfolio Manager. 9.7 Billing will be at the frequency stated in Annexure A. 9.8 The Client 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 Portfolio Manager during subsistence of this Agreement, including but not limited to the following: (a) Expenses in making investments, monitoring and disinvestments of Portfolio; (b) Transaction expenses including but not limited to search fees, prospecting expenses, statutory fees, documentation charges, brokerage and sub-brokerage fees, statutory levies, stamp duty, registration charges, 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 of the 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 Officers Liability insurance; (e) Portfolio Company management costs; (f) Due diligence expenses in connection with the Portfolio; (g) Management Fees; (h) Performance-Linked Fees; (i) (j) (l) Legal and statutory expenses including litigation expenses, if any, in relation to the Portfolio; Statutory taxes and levies, if any, payable in connection with the Portfolio; Valuation expenses, valuer fees, recovery agency fees, audit fees, corporate fees, levies and charges relating to any expense, fee or charge for creation of structures, entities or any other similar nature including formation charges and all statutory and incidental expenses thereto;

(k) Travel expenses in connection with the Portfolio;

(m) Expenses associated with the Portfolios financial statements and any required tax returns and filings including 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 incidental costs, fees, expenses not specifically covered above arising out of or in the course of managing or operating the Portfolio. 10. POWERS, DUTIES AND OBLIGATIONS OF THE PORTFOLIO MANAGER 10.1 The Portfolio Manager shall invest the Clients funds in accordance with the SEBI Regulations, Securities Exchange Board of India, Act 1992 and the rules, regulations, guidelines issued under it, as may be amended from time to time. 10.2 The Portfolio Manager shall act in a fiduciary capacity with regard 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 of portfolio management services. The Custodian/Portfolio Manager shall follow up all entitlements such as bonus, 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 involving the Clients funds. 10.5 The Portfolio Manager shall appoint one or more custodians, including associates of the Portfolio Manager, for carrying out custodial services in relation to the funds managed by the Portfolio Manager under this Agreement. 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 associates shall not derive any benefit, whether direct or indirect, from the Clients funds. 10.7 The Portfolio Manager shall not borrow funds and/or Securities on behalf of the Client. 10.8 The Portfolio Manager shall exercise due care and diligence in rendering service to prevent the possibility of loss of capital under this Agreement. However, it is understood that investments are made on certain evaluation basis 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 Clients interest with regard to dealing with capital market 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 Client, and the Portfolio Manager shall not be responsible for the due performance of the contract or understanding by the intermediary. 10.10 The Portfolio Manager shall be entitled to appoint and at its discretion remove agents, to determine their respective 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 contract with any company / corporation or any other organisation for the purpose of securing insurance cover if required by the Client with respect to the Clients funds or such other benefits for the Client, as may be given by such company / corporation or any other organisation. 10.12 The Portfolio Manager shall be entitled to open one or more bank accounts, demat accounts and constituent SGL 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 the Custodian to the exclusion of the Client and the Client hereby confirms and ratifies that it shall not exercise any 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 custodians, including associates of the Portfolio Manager, for carrying out custodial services in relation to the funds managed by the Portfolio Manager under this Agreement. 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 Portfolio Manager may deem fit from time to time, to perform any of the functions which the Portfolio Manager is empowered / 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. CONFLICT OF INTEREST The Client understands and acknowledges that the Portfolio Manager and its affiliates are engaged in a broad spectrum of activities in the financial services sector. There will be instances where the interests of such parties conflicts with the interests of the Real Estate Portfolio and the investors therein. Some of the conflicts of interest are identified in Annexure B hereto. The Portfolio Manager shall ensure fit treatment as in an arms length transaction to all its clients and shall also specifically ensure that the interest of the Client is not prejudiced in cases of such conflicts. 12. Prevention of money laundering 12.1 The Client hereby agrees to adhere to the compliance of the policy of the Portfolio Manager pertaining to the Know Your Customer (KYC) and Prevention of Money Laundering (PML) as required under the Prevention of Money Laundering Act, 2002 and SEBI guidelines / circulars thereto and provide necessary information, documents as and when required by the Portfolio Manager under its KYC and PML policy. 12.2 The Client confirms that the amount invested and to be invested under the Portfolio is and will be through legitimate sources only and does not and will not involve and is not and will not be designated for the purpose of 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 by the Government of India from time to time or any rules, regulations, notifications or directions issued thereunder. 12.3 The Client hereby confirms and agrees that Portfolio Manager reserves the right to report any suspicious transaction to the Director of Financial Intelligence Unit-India (FIU-IND), New Delhi, after applying appropriate due 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. 13. TERM 13.1 The Portfolio will terminate upon the expiry of the sixth anniversary of the Portfolio Commencement Date, and may be extended at the discretion of the Portfolio Manager for two further periods of one (1) year each beyond 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. REGISTRATION, TRANSFER AND CUSTODY 14.1 The Portfolio Manager shall, where necessary in the interest of the Client take adequate steps for registration of the Clients securities in the name of the Client and/or in the name of the Portfolio Manager for claiming and receiving all accruals, accretions, dividends, benefits, allotments, calls, returns, privileges, entitlements, substitutions and/or replacements. The Portfolio Manager shall take necessary 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 Clients funds / Securities. 14.2 The Securities purchased / held under this Agreement and requiring transfer / registration in favour of the Client, for various purposes cited above will be transferred/registered either in the name of the Client or in the name of the Portfolio Manager, as the case may be, at the sole discretion of the Portfolio Manager and the Client does 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, as aforesaid 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 the custody of Securities held on account of the Client under this Agreement by keeping them in its actual 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 its custodial duties or executing any instructions issued by the Portfolio Manager, provided the Portfolio Manager has acted with due care and in the interest of the Client. 15. ACCOUNT AND RETURNS 15.1 The Portfolio Manager shall maintain a separate designated account for the Client as prescribed under this Agreement. The details of the Capital Commitments received, investments and/or disinvestments made and all 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 Clients account. 15.2 The Client clearly understands that investment in Securities entails a high degree of risk and there is no assurance by the Portfolio Manager about any minimum returns on the Clients funds or even as regards preservation of capital. 15.3 The Portfolio Manager shall furnish a Statement of Account and a Valuation Report to the Client every six months. The Portfolio Manager will make necessary arrangements for the viewing of these reports by the Client on the Portfolio Managers website. 15.4 The Statement of Account shall accurately reflect the affairs of the Clients funds as per Clause 15.1 hereinabove. It shall include the composition of the Portfolio including a list of various Securities held, quantity and current market 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 Securities as on the date of the report, for which purpose the Securities shall be valued at market price / fair value. The Valuation Report shall include: (i) transactions undertaken during the period of the report including date of transaction, the name of the Security, the quantity, the aggregate value of the transaction, and other details of the purchase and sale;

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(ii) (iii) (iv)

beneficial interest received during that period in respect of interest, dividend, bonus shares, rights shares, debentures, etc.; expenses incurred in managing the Portfolio; details of risk foreseen by the Portfolio Manager and the risk relating to the Securities recommended by the Portfolio Manager for investment or disinvestment.

15.6 The Portfolio Manager represents that the statements / documents / report furnished by the Portfolio Manager to 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 Commitment from the Client, issue to the Client, a statement of account or such other document evidencing such receipt, as the Portfolio Manager may deem fit. 15.8 The Portfolio Manager shall provide to the Client, the Disclosure Document regarding its portfolio management services duly certified by a chartered accountant as specified in SEBI Regulations, at least two days prior to entering into an agreement with the Client. 15.9 The Disclosure Document, shall inter alia contain the following (i) (ii) (iii) (iv) (v) the quantum and manner of payment of fees payable by the Client for each activity for which service is rendered by the Portfolio Manager directly or indirectly ( where such service is out sourced); portfolio risks; complete disclosures in respect of transactions with related parties as per the accounting standards specified by the Institute of Chartered Accountants of India in this regard; the performance of the Portfolio Manager; the audited financial statements of the Portfolio Manager for the immediately preceding three years.

15.10 The Client shall be entitled to inspect the Clients account, books and accounts of the Portfolio Manager relating to its transactions, which the Portfolio Manager maintains and which relate to this Agreement, after giving a 7 day advance notice, in writing. 15.11 Apart from the reports furnished to the Client the Portfolio Manager shall also furnish to the Client such documents 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 / transactions shall be audited annually by an independent chartered accountant and a copy of the certificate issued by the chartered accountant 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 accounts of the Portfolio Manager, relating to his transactions and the Portfolio Manager shall co-operate with such chartered accountant in course of the audit. 16. RISKS AND LOSSES 16.1 Losses arising out of any act, omission or commission of the Portfolio Manager under this Agreement will be solely at the risk of the Client and the Portfolio Manager will not be liable for any act, omission or commission or failure to act. The Portfolio Manager shall not be responsible for any losses arising to the Client out of any change or amendment to the SEBI Regulations or any other applicable law, which adversely affects the Real Estate 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 or corporation, for whatever reason, to register and/or transfer any Securities in the name of the Client or the Portfolio Manager as the case may be with respect to the Clients funds. The Securities which are purchased and refused to be transferred in the name of the Client or the Portfolio Manager, by the company or corporation concerned, will be sold by the Portfolio Manager, at the best available market price, at the risk and responsibility of the Client. 16.3 Subject to applicable taxation laws in force from time to time, the Portfolio Manager shall deduct tax at source while effecting disbursements/payments of amounts interim or otherwise to the Client under this Agreement. Any tax arising on such disbursements shall be charged to the Clients account and shall be borne by the Client in 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 or any other nominee(s) or agent(s) of the Portfolio Manager conferring inter alia powers to represent the Client before such revenue/taxation authority(ies) and comply with other requirements as envisaged in this Agreement. The Client agrees and undertakes to furnish any information, papers and documents as may be required by the Portfolio Manager in connection with tax incidence or implications thereof and also for the proper operation of the Clients funds thereto.

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16.4 The Client shall not question any of the acts, deeds, omissions or commissions or things done or performed by the Portfolio Manager under this Agreement and the Portfolio Manager shall fulfill its duties and obligation, at its absolute discretion, without interference from the Client, their attorney(s) or authorised agent(s). 16.5 The Client agrees that investments in Securities in the Real Estate sector, involves certain considerations and significant 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 associated with the Real Estate sector. Accordingly before deciding to avail of the services of the Portfolio Manager hereunder, the Client confirms to have carefully studied the specific risk factors together with all the information contained in the Disclosure Document, and confirms that they have sought and obtained independent investment and tax advice. 16.6 The Client 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 in the future. Details of the risk factors are contained in Annexure C hereto. 17. LIQUIDITY AND TRANSFER 17.1 The Client agrees that the Portfolio Manager, without assuming any liability or obligation, may at its absolute discretion, provide a liquidity window for permitting a Client to transfer the whole but not part of the Portfolio to any other Eligible Investor, upon such terms and conditions as may be determined by the Portfolio Manager. 17.2 The Client agrees that the Portfolio Manager shall have the right to reject any transfer without assigning any reason 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 an application for transfer by the Client. The Portfolio Manager reserves its right to recover, at its discretion from the transferee of the Portfolio, any undischarged Capital Commitment, charges or expenses not recovered from the Client. 18. TERMINATION 18.1 Subject to the terms of this Agreement and the SEBI Regulations, as amended from time to time, this Agreement may be terminated under the following circumstances: (i) the giving of a notice of minimum sixty (60) days in writing by either of the parties of its intention to terminate the Agreement. In the event of termination or cancellation or expiry of this Agreement, such cancellation, 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. in the event of death, insolvency, dissolution or winding up of the Client during the currency of the Agreement. On receipt of a notice, in writing of such an event, the Portfolio Manager shall cease operations of the Clients funds, and the Agreement shall stand terminated with effect from the date of receipt of such notice by the Portfolio Manager.

(ii)

18.2 Provided that, notwithstanding termination of the Agreement as provided in Clause 18.1 above, the Client will 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 make investments as to which the Portfolio Manager has made a binding commitment in relation to the Real Estate Portfolio on or before the end of the Commitment Period and (iii) to make Follow-On Investments. 18.3 In the event the Clients account with the Portfolio Manager is held jointly by two or more persons (but not exceeding three), the account shall be terminated as above only upon the death/ insolvency of all the joint account holders of that Client account. Provided further that, in case of death / insolvency of any one or more of the joint account holders of the Real Estate Portfolio, the Portfolio Manager shall not be bound to recognize any person(s) other than the remaining holders. In all such cases, any payment under this Agreement shall be made to the first-named of such remaining account holders of the Real Estate Portfolio. Payment to the first-named of such remaining account holders as per this Agreement shall discharge the Portfolio Manager of 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 Client at their risk before the expiry of this Agreement on account of the following reasons: (a) (b) (c) (d) the voluntary or compulsory termination of the portfolio management services by the Portfolio Manager or the Client; the closure of business of the Portfolio Manager; the suspension/termination of certificate of registration granted to the Portfolio Manager by SEBI and/ or any other competent authority; 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 Agreement as provided in Clause 13 hereinabove, the Clients Portfolio shall be subject to the Termination Fee as defined in this Agreement. 18.6 On termination of this Agreement, the Client shall pay to the Portfolio Manager its fees, costs and dues payable under 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 Client shall take or cause to be taken, all necessary steps to close and /or transfer all accounts maintained by the Client with the Portfolio Manager and/or any agents or sub-agents in relation to the services provided under this Agreement, 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 independently terminate this Agreement at any time by giving a written notice of not less than thirty (30) days to the Client, without assigning any reason, and cause the Client to close all accounts with the Portfolio Manager. 19. REPAYMENT 19.1 The Portfolio Manager may, at its sole discretion, choose to effect interim disbursements of amounts on annual or such other frequencies, as the Portfolio Manager deems fit, without setting any precedent whatsoever, on the 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 the Securities 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 including dividend, interest, bonus as well as cash balances, if any, on such date, subject to the Client fulfilling all its obligations under the Agreement. In the event the Portfolio Manager is unable to dispose of any Securities, the Portfolio Manager shall be entitled to make in specie distribution of Securities to the Client. The amount so realised, and/or the Securities together with cash balances, if any, due and belonging to the Client shall be deposited 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 Client as described in Clause 19.1 hereinabove; (c) Expenses as described in Clause 9.9 and Annexure A including the Management Fees accrued and due to 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, deductions, 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 any contingent 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 Client under this Agreement. 19.3 In case of in-specie distribution to the Client, all Securities or other assets shall be valued at the Fair Market Value 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 of such Security or other asset, restrictions on transferability, the existence of a control block and the anticipated impact on current market prices of immediate sale and the liquidity of a market for such Security or other asset, the impact on the present value of such asset of factors such as the length of time before any such value may be realized and the cost and complexity of any such sales, purchase cost, estimates of liquidation value, price received in recent sales of Securities of the same issuer and prices recently received by comparable companies in the same or similar industries or assets. 19.4 The Portfolio Manager, by disbursement through payment or otherwise, as provided in Clause 19.2 hereinabove, subject to all the above recoveries, deductions and appropriations, would be validly discharged of 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 account to the Client reflecting the affairs of the Client 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 right of 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, in its sole and absolute discretion, appropriate reserves for expenses and liabilities of the Portfolio, including any 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 be required 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 OF ACTS DONE IN GOOD FAITH The Portfolio Manager shall not be under any liability on account of anything done or omitted to be done or suffered by the Client in good faith in accordance with or in pursuance of any request or advice of the Portfolio Manager or any committee of the Portfolio Manager or any of its agents. 21. ACCEPTANCE OF CERTIFICATE The Portfolio Manager may accept as sufficient evidence of the value of any investment or the cost price or sale price thereof, or of any stock exchange quotation or of any other fact within its competence, a certificate by a stock broker or other professional person approved by the Portfolio Manager for this purpose. 22. PORTFOLIO MANAGER MAY RELY ON ADVICE The Portfolio Manager may act 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 of any such persons nor be bound to verify the advice or information obtained therefrom and the Portfolio Manager shall 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 of judgement or want of prudence on the part of the Portfolio Manager or any attorney or agent of other person appointed by it for providing the services under this Agreement. However, in case the Portfolio Manager obtains advice which is of general benefit to all its clients then the expenses relating to the obtaining of such advice shall be charged on a pro-rata basis to the Client. 23. LIMITATION OF CLIENTS RIGHTS AND OBLIGATIONS 23.1 In no event shall the Client have or acquire any rights against the Portfolio Manager except as expressly conferred on such Client under this Agreement, nor shall the Portfolio Manager be bound to make any payment to the Client, except out of funds held by it for the Client and in accordance with the provisions of this Agreement. 23.2 The liabilities of the Client arising out of this Agreement shall be limited to the extent of the investments made under this Agreement. 24. INDEMNITY TO PORTFOLIO MANAGER 24.1 Without prejudice to the right of indemnity available to the Portfolio Manager under any law, the Portfolio Manager and every person appointed by the Portfolio Manager shall be entitled to be indemnified out of the Clients funds with respect to all liabilities, losses and expenses incurred by it/them in providing the services under this Agreement or any of the powers, authorities and discretions vested in it/them pursuant to this Agreement including liabilities, losses and expenses consequent to any mistake, oversight or error of judgement or 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 in relation 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 Client for any error of judgement or loss suffered by the Client in connection with the subject matter of this Agreement or any matter or thing done or omitted to be done by the Portfolio Manager in pursuance thereof (including, in particular, but without limiting the foregoing, any loss 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 to pay by any bank, institution, country, governmental department, authority, company or person with whom or in which the moneys of the Client are from time to time invested or deposited or which is a counterpart to an investment transaction or generally in relation to the purchase, holding or sale of investments) unless such loss, prejudice or disadvantage arises from negligence, bad faith, fraud or willful default in the performance or non-performance by the Portfolio Manager or persons designated by it including brokers, custodians, other intermediaries 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 this Clause 24 shall be deemed to include directors, officers, agents, affiliates, advisors, associate companies, group companies and delegates of the Portfolio Manager.

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24.4 The Client shall indemnify and keep indemnified the Portfolio Manager from and against any charges arising out of payment of stamp duties or any taxes, including income tax, service tax and other direct taxes and from and against all costs, charges and expenses incurred by or levied on the Portfolio Manager while acting as an agent of the Client. The Portfolio Manager shall have a lien on the funds of the Client and the returns thereon, for the purpose of indemnifying itself as aforesaid. 24.5 The Portfolio Manager will be indemnified within the funds deployed by the Client, against any liability incurred by it for defending any proceedings, whether civil or criminal for which judgement is given in its favour or in which it has been acquitted or discharged by the Court. 25. ALTERATION The Portfolio Manager shall not, at its sole discretion, be entitled, at any time, to alter, vary, change or amend all or any of the terms and conditions of this Agreement including fees and charges contained herein except with the written consent of the Client and thereupon, such altered, varied, changed or amended terms and conditions shall prospectively apply as if the same were expressly incorporated herein. 26. ASSIGNMENT 26.1 The Client shall not assign this Agreement to any third party except with the express consent of the Portfolio Manager. 26.2 The Portfolio Manager may assign its rights or obligations hereunder to any other company, person, firm or institution acceptable and approved by SEBI by executing an instrument in writing whereby it shall assume the obligations of the Portfolio Manager hereunder and thereafter such assignee/successor may exercise all of the powers and enjoy all of the rights and be subject to all the duties and obligations of the Portfolio Manager hereunder as fully as though originally named as a party to this agreement. 27. NOTICE 27.1 Any notice and other communication given pursuant to this Agreement must be in writing and either (a) delivered personally or by overnight courier, or (b) sent by telefacsimile or other similar facsimile transmission, or (c) sent by registered mail; to the addresses of the parties as provided. 27.2 All notices and other communications required or permitted under this Agreement that are addressed as provided in this Clause will (a) if delivered personally or by overnight courier, be deemed given upon delivery; (b) if delivered by facsimile or similar facsimile transmission, be deemed given when electronically confirmed; and (c) if sent by registered or certified mail, be deemed given when received. Any communication sent by facsimile or other electronic transmission shall be followed by a hard copy of the same. Any party from time to time may change its address for the purpose of notices to that party by giving a similar notice specifying a new address, but no such notice will be effective until it is actually received by the party sought to be charged with the contents thereof. 28. SEVERABILITY If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations under this Agreement of the parties are not/will not be materially and adversely affected thereby, (a) such provision will be fully severable; (b) this Agreement will be construed and enforced as if such provision had never comprised a part hereof; (c) the remaining provision of this Agreement will remain in full force and effect and will not be affected by the striking down of such provision or by its severance herefrom; and (d) the parties shall with due promptitude and in good faith, agree upon a suitable alternative provision restoring to the extent possible the status quo ante. And in any other event if by reason of striking down of such provision, the rights of any party are materially and adversely affected then in such event the parties shall, in good faith, agree upon a suitable alternative provision restoring to the extent possible the status quo ante, failing which the provisions relating to the termination of this Agreement would come into force. 29. WAIVER Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof. Such waiver must be in writing and must be executed by an authorized officer of such party. A waiver on one occasion will not be deemed to be a waiver of the same or any other breach or non-fulfillment on any other occasion. 30. ENTIRE AGREEMENT This Agreement supersedes all prior discussions, information, writings, memorandums and documents exchanged and Agreements between the parties with respect to the subject matter of this Agreement, and this Agreement is the sole and entire Agreement between the parties hereto with respect to the subject matter hereof. 31. DISPUTE RESOLUTION 31.1 This Agreement is subject to the rules and regulations as are or may be framed/issued by the Central Government, the Reserve Bank of India (RBI), SEBI and/or any other statutory /or competent authority, from time to time.

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31.2 Any dispute arising out of or in relation to this Agreement shall be submitted to arbitration by parties under the Arbitration and Conciliation Act, 1996. The arbitration shall be before three arbitrators, with each party entitled to appoint an arbitrator and the third arbitrator being the presiding arbitrator appointed by the two arbitrators. Each Party will bear the expenses / costs incurred by it in appointing the arbitrator and for the arbitration proceedings. Further, the cost of appointing the presiding arbitrator will be borne equally by both the parties. Such Arbitration proceedings shall be held at Mumbai and the language of the arbitration shall be English. 32. JURISDICTION The Courts of Mumbai shall have exclusive jurisdiction to adjudicate upon the claims of the parties. 33. PARTNERSHIP OR AGENCY Nothing in this Agreement shall be deemed to constitute a partnership or agency between the Parties hereto IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CLIENT Name & Signature Name of First / Sole Applicant CLIENTS WITNESS Name, address & Signature Name

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Address

Name of Jointholder 1

Signature

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Signature

Names and Signatures of Additional Joint Holders

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

Signed and Delivered for and on behalf of the within named HDFC Asset Management Company Limited by the hands of Name Designation

Witness Name Address

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Annexure A

Fee Schedule
I. One-Time Fees upon Execution of Agreement a. Up-Front Fee: Up to INR 10 crores of Capital Commitment More than INR 10 crores of Capital Commitment b. Organization Expense: 0.1% of the Capital Commitment II. Ongoing Fees and Expenses a. Management Fee: During Commitment Period Post- Commitment Period 2% p.a. of the total Capital Commitment 2% p.a. of the Net Capital Invested 2.25% Nil

For the purpose of this Schedule, "Net Capital Invested" shall mean the Capital Contribution made by the Client less the Capital Contribution returned by the Portfolio Manager to the Client. The Management Fee shall be payable on a quarterly basis in advance except for the first year where it will be paid for the entire year in advance. b. Performance-Linked Fee: Performance Linked Fee Returns on the Portfolio (Calculated using xIRR method from the date of drawdown till date of distribution in respect of each Portfolio Investment) (a) Between 0% to 10% (b) Between 10% to 12.5% (c) Above 12.5% Fees Charged to the Client (This is payable at the time of repayment, wherever applicable)

Nil 100% of the returns in excess of 10% 20% of the returns in excess of 12.5% plus fees calculated as per (b)

For the purpose of valuation of the unlisted securities in the Portfolio/unlisted Securities transferred to the Client, the Fair Market Value as determined by an independent valuer appointed by the Portfolio Manger would be considered final and returns on the Portfolio would be calculated accordingly. In addition service tax or any such other statutory levies and the expenses as referred to in Clause 9.8 shall be payable by the Client. III. Upon Early Termination Termination Fee: Year 1-3 4-6 Termination Fee 25% 20%

The Termination Fee shall be calculated as a percentage of the Fair Market Value of the Securities held on behalf of the Client or the Capital Commitment, whichever is higher.

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Annexure B

Conflicts of Interest
The Real Estate Portfolio will be subject to conflict of interest relating to HDFC Asset Management Company Limited as Portfolio Manager, HDFC Ltd. as Investment Advisor and various other affiliates, associated companies, group companies and their directors, officers and employees (Relevant Parties), which are engaged in a broad spectrum of activities in the financial sector. Some of the conflicts of interest and potential conflicts of interest are outlined below:
l

The Portfolio Manager proposes to appoint HDFC Ltd. as its Investment Advisor. The Portfolio Manager would like to leverage on HDFC Ltd.s reputation, integrity and name recognition in the Real Estate industry and its relationship with strategic partners, which would provide the Real Estate Portfolio a critical advantage over other like Real Estate investment products. HDFC Ltd. as an Investment Advisor would be responsible for identifying, evaluating and recommending investments to the Portfolio Manager. HDFC Ltd. or any of the Relevant Parties may have existing investments or other interests in any such suggested investment opportunities. HDFC Ltd. may provide services such as Real Estate consulting, broking and valuation services to the Portfolio. It may in the ordinary course of business also invest in, acquire, deal in and dispose of Real Estate assets or invest in companies which acquire, deal in or dispose of Real Estate assets. The Relevant Parties may have pre-existing relationships with a significant number of companies in which Real Estate Portfolio may invest. The Portfolio Manager may take into consideration these relationships with respect to the management of the Real Estate Portfolio. For instance, there may be certain investments that the Portfolio Manager will not undertake in view of such relationships. In certain cases, the Real Estate Portfolio may also own a significant equity interest in a Portfolio Company for which HDFC Ltd. or one or more of the Relevant Parties is a primary lender. In these cases, where the Portfolio Company has defaulted or is in arrears, HDFC Ltd. or such Relevant Party may exercise its rights as a creditor of such Portfolio Company and attempt to realize its loan, thereby causing a loss on all or part of the investment by Real Estate Portfolio in the Portfolio Company. The Relevant Parties and HDFC Ltd. may provide to Portfolio Companies and potential Portfolio Companies a broad range of financial services including bridge financing and long term debt financing, underwriting or private placements of securities, financial advice and merger and acquisition advice. The interest of HDFC Ltd. and the Relevant Parties in maintaining and promoting their lending, investment and other activities may affect the Portfolio Managers decision to pursue a transaction representing an investment opportunity for the Portfolio or the manner in which such transaction is structured, negotiated and managed by the Portfolio Manager. The Relevant Parties may represent potential buyers of businesses through their mergers and acquisition activities, and may provide lending and other related financing services in connection with such transactions. When the Relevant Parties represent a buyer seeking to acquire a company, the Portfolio Manager may be limited or precluded during the term of such representation from investing in or selling Securities issued by such Portfolio Company. In that case, certain conflicts of interest would be inherent in the situation, including those involved in negotiating a purchase price. There could be multiple portfolios under the management of HDFC AMC as a Portfolio Manager, thereby presenting possibility of conflict of interest in allocating investment opportunities amongst the various portfolios. The Portfolio Manager will endeavour to resolve any such conflicts in a reasonable manner taking into account, amongst other things, the investment objectives and policies of each portfolio, the remaining Unfunded Commitment, the level of diversification of each portfolio, and the basis on which prior conflicts in allocating investment opportunities have been resolved. However there can be no assurance that the Real Estate Portfolio shall be allocated any particular investment opportunities that are identified by the Portfolio Manager. Furthermore, the Portfolio Manager shall have the right, at its discretion, to allocate any investment opportunities to other portfolio or to their own portfolio.

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Conflict of interest would be inherent between the activities of the Portfolio Manager and the HDFC Ltd. and the Relevant Parties. It is intended for such conflicts to be managed primarily by complying with the applicable law, acting in good faith to develop equitable resolutions of known conflicts and developing policies to reduce the possibilities of such conflict. The Portfolio Manager shall endeavour to ensure that these conflicts do not work to the detriment of the interests of the Client; however there can be no assurance that they will be able to do so in all instances.

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Annexure C

Risk Factors
Indian Real Estate market The market for Real Estate is, in general, less liquid than the market for Securities. In addition, Real Estate developments have often been mired in controversies on various grounds such as defective title to the land, alleged violation of zonal and legal regulations etc., resulting in long delays in the completion of such projects. If such problems were to occur in projects developed by the Portfolio Companies, it may adversely affect the value of the investments of the Real Estate Portfolio. Changes in various laws such as laws relating to ceilings on land holdings, rent control, zonal regulations and duties and taxes on sale, transfer and the holding of properties may affect the supply of and demand for Real Estate, thus affecting the value of any investments made by the Real Estate Portfolio in Portfolio Companies. Real Estate development is a highly competitive business that may involve significant risks for the Portfolio Companies and thus have an adverse effect on Real Estate Portfolio. These include:
l

The Indian Real Estate market is not very transparent. As a result, it may be difficult to determine market values for properties that are considered for purchase by a Portfolio Company. Consequently there can be no assurance that the Portfolio Manager would be able to readily set an appropriate value to investments proposed to be made by the Real Estate Portfolio. There may be risks generally associated with changes in general or local market conditions, and the cyclical nature of the property markets. Any reduction in demand or increase in the supply of Real Estate or potential reduction in demand or increase in the supply of Real Estate (whether developed or undeveloped) may lead to periods of oversupply and result in lower sale prices. Newly developed Real Estate projects may be disproportionately affected by fluctuations in demand and supply. The long lead times between project inception and completion may lead to well conceived projects becoming unviable due to changes in market conditions before project completion. The acquisition of Real Estate is subject to a wide variety of risks, including without limitation, risks related to status of title, environmental approvals, zoning laws, building codes or other laws. Properties may be acquired by Portfolio Companies with no recourse, or with limited recourse, with respect to unknown liabilities or conditions. Consequently if a property is subject to any liability, or if any adverse condition exists with respect to any property, the Portfolio Company may be required to pay substantial sums to settle or cure it, and this could adversely affect the return on investments for Real Estate Portfolio. Portfolio Companies may incur significant costs while bidding for projects which may be finally awarded to other bidders. Also projects may not materialize after significant costs have been sunk, thereby incurring costs on which no return is obtained. The Portfolio Company may invest in the listed or unlisted Securities of an entity , holding undeveloped land and certain development properties. Such properties are exposed to greater risks and costs in comparison to the properties on which the development has already been completed. The Portfolio shall be exposed to such risks if the investment is made in Securities of such Portfolio Companies, which are invested in such undeveloped land directly or indirectly. Cost and time overruns may occur during project development by Portfolio Companies. This may lead to increased costs, potential loss of purchasers and the possibility of defaults under financing arrangements between Portfolio Companies and their lenders, which may adversely affect the profitability of the Portfolio Company and consequently the ability of the Portfolio Company to distribute expected returns to Real Estate Portfolio. Performance of the Portfolio Companies may be dependent on the performance of third party contractors and service providers. Accordingly the failure of any third-party contractor or service provider may negatively affect the performance of Portfolio Companies. Regulatory approvals and consents of third parties, if any, required by Portfolio Companies developing such projects may cause significant delays in the project completion process, exacerbating the risk that changes in market conditions may render a project economically unattractive. There can be no assurance that any such approvals and consents will be obtained in a timely manner, if at all. In addition, regulatory enactments and pronouncements, including, but not limited to, various permitting or licensing requirements, or changes in their interpretation by the competent authorities, may limit the ability of Portfolio Companies to develop, manage or dispose of properties in a manner that would be most advantageous to Real Estate Portfolio.

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Subsequent to the investment in the Portfolio Companies, these companies may admit other new investors at a price, which may be at a discount to the prevailing asset value of the Real Estate Portfolios investment. This may result in dilution of the value of the holdings of the existing clients of the Real Estate Portfolio. The valuation of such investments is subjective in nature in the value arrived at by the Portfolio Manager or an independent auditor may not reflect the actual worth of the investments.

Other risks related to the Real Estate market in India and investment in Real Estate Portfolio could be highlighted under the following heads: Title The method of documentation of land records in India has not been fully computerized and is mostly done manually with physical records of all land related documents physically updated. This could result in the updation process getting substantially delayed or being inaccurate in certain aspects. As a result thereof, the title of the real property in which the underlying assets might be invested in, or represent, may not be clear or may remain doubtful in absence of accurate or updated land records. Land Acquisition The property ownership rights in India are subject to the imposition of restrictions by the Government. The Government is vested with the right to acquire any land or part thereof if the same is for a public purpose. Though the compensation fetched might not be at such a rate which the acquired property might have got if it were sold in the open market. This may have an adverse impact on the Real Estate Portfolio. Environmental Laws The Indian Courts have time and again applied the Polluter pays principle in the field of environmental law whereby the person, company or industry responsible for causing the pollution, through the use or disposal of hazardous or toxic substances harming the property, is liable to make good the damage caused to the property and the surrounding environment and compensate any victims thereof. Such presence of hazardous or toxic substances may adversely affect the performance of the Real Estate Portfolio investing in any underlying assets, which may be affected thereby. Rent Control The rent control laws of various states in India place restriction on the amount of rent that can be charged from the tenants. If the Portfolio is invested in Securities wherein the underlying assets represents property that comes under the purview of rent control laws, then the same may adversely affect the returns which the Portfolio would generate from such a property and could have an adverse impact on the returns generated by the Real Estate Portfolio. Litigation The properties in India are susceptible to litigation, which takes a long time to settle and is quite complex in nature. If any property in which the Real Estate Portfolio is invested and the same is subject to litigation, it could have an adverse impact on the performance of the Portfolio. Tenancy Risk The monetary inflows for the Portfolio could be impacted by the bankruptcy, insolvency or non-payment by the tenant for any other reasons. Use of Agricultural land Certain lands in India have been reserved for the purposes of carrying on agricultural activities only. In order to carry on any non-agricultural activities, prior permission of the relevant local authority is required. Hence, if a Portfolio Company does not get such permission for usage of agricultural land for non-agricultural use then the Portfolio Company would not be able to carry out its plans and in turn it would affect the performance of Real Estate Portfolio. Investment risks Majority of the investments made by the Portfolio would be in the Securities of unlisted companies in the Real Estate sector, which are illiquid in nature. The risk involved in investing is quite more than the risk of investing in publicly listed companies. Furthermore, many of the regulatory requirements are inapplicable on such companies which may result in lesser investment protection initiatives and lack of disclosures. Nature of investments The Portfolio may invest in companies facing financial difficulties. Such investments may be illiquid in nature and there may not be any assurance of such investments reaping any profits in a timely fashion. The Real Estate Portfolio will compete with many other investors in the Portfolio Companies. The same may result in lesser attractive investment opportunities.

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Development risks The Portfolio shall be subject to various development risks, delay in project risk, regulatory and various other legal risks. Development risks could be mitigated by providing an incentive structure to the developers for timely completion of the project. The development risks on integrated townships and Special Economic Zones (SEZs) would be high because of applicable political and regulatory regime. The same could lead to significant time and cost overruns. Also the delay in getting approvals for the projects in which the Portfolio Companies are bidding may also impact the performance of Portfolio. Market cycles The investment made during the boom period and looking favourable may become a loss making proposition during the market recession. Hence there will always be a risk associated with the market cycle. The same could well be addressed by diversifying the Portfolio across geographic region, asset type and exit time horizon, which the Portfolio Manager intends to do. Management and Operational risks Reliance on the Portfolio Manager The success of the Real Estate Portfolio will depend to a large extent upon the ability of the Portfolio Manager to source, select, complete and realize appropriate investments and also reviewing the appropriate investment proposals. The Portfolio Manager shall have considerable latitude in its choice of Portfolio Companies and the structuring of investments. Failure to meet Drawdowns by Clients Default of any of the clients in making Drawdown may restrict the Portfolio from making the planned investments in the Portfolio Companies. Such defaults may also cause the Real Estate Portfolio to breach the investment and payment obligations towards the Portfolio Company rendering it liable to pay damages, which may result in material adverse effect on the performance of the Real Estate Portfolio. Investment in Securities The Portfolio shall consist of equity as well as debt Securities of Real Estate companies, which may be undergoing restructuring or require additional capital and active management. These Securities are subject to various inherent risks, including that (i) equity and debt Securities fluctuate in value, based on factors unrelated to the issuers of the Securities, (ii) such investments are generally subject to risks with respect to the issuer, (iii) the market for these Securities may be less liquid than that for other higher rated or more widely followed Securities, and (iv) Securities of some issuers are less liquid and more volatile than Securities of other issuers. Further there can be no assurance that such investment will not be sold at price below its acquisition costs. India-related risks Political, economic and social risks Political instability or changes in the Government could adversely affect economic conditions in India generally and the Portfolio Managers business in particular. The Companys business may be affected by interest rates, changes in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. Since 1991, successive Governments have pursued policies of economic liberalisation and financial sector reforms. Nevertheless the Government has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. Moreover, there can be no assurance that such policies will be continued and a change in the Governments economic liberalization and deregulation policies in the future could affect business and economic conditions in India and could also adversely affect the Portfolio Managers financial condition and operations. Future actions of the Indian central government or the respective Indian state governments could have a significant effect on the Indian economy, which could adversely affect private sector companies, market conditions, prices and yields of the Portfolio Companies. Government approvals Approvals of the government or regulatory bodies or local authorities may be required before the Real Estate Portfolio can make investments in the Portfolio Companies. The Portfolio Manager cannot be certain that these approvals will be obtained.

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Tax risks The proposed arrangement of pooling of funds from various Clients and investing them in Portfolio Companies could be construed as an Association of Persons (AOP) in India under the provisions of the Income-tax Act, 1961 and taxed accordingly. Changes in state and central taxes and other levies in India may have an adverse effect on the cost of operating activities of the Portfolio Companies. The Government of India, State Governments and other local authorities in India impose various taxes, duties and other levies that could affect the performance of the Portfolio Companies. An increase in these taxes, duties or levies, or the imposition of new taxes, duties or levies in the future may have a material adverse effect on the Real Estate Portfolios profitability. Furthermore, the tax laws in relation to the Real Estate Portfolio are subject to change, and tax liabilities could be incurred by clients as a result of such changes. The full tax impact of an investment under the Real Estate Portfolio would depend upon the circumstances of each client individually and the additional peculiarities associated with respect to activities of each Portfolio Company. Prospective clients are therefore strongly urged to consult their tax advisors with specific reference to their own situations. Other risks The Portfolio Company may (i) co-invest with third parties through partnerships, joint ventures or other entities, thereby acquiring non-controlling interests in certain investments, (ii) rely on independent third party management with respect to the operation of an investment or (iii) only acquire a participation in an asset underlying an investment and, as a result, may not be able to exercise control over the management of such investments. General risks associated with the management of the Portfolio
l

Investments in Securities are subject to market risks and Portfolio Manager does not in any manner whatsoever assure or guarantee that the objectives will be achieved. The past performance of the Portfolio Manager is not necessarily indicative of the future performance of the Portfolio Manager. Any act, omission or commission of the Portfolio Manager under the Agreement is solely at the risk of the Client and the Portfolio Manager will not be liable for any act, omission or commission or failure to act save and except in cases of negligence, willful default and/or fraud of the Portfolio Manager. The Client undertakes all responsibilities and agrees to bear all risks arising out of refusal by a Portfolio Company for whatever reasons, to register the transfer of any of the Securities in respect of the Clients account. The Securities, which are so purchased and refused to be transferred in the name of the Client or the Portfolio Manager, will be sold by the Portfolio Manager, at the best available market rate, at the risk and responsibility of the Client concerned. The Portfolio may be affected by the changes in the interest rates prevailing for fixed income Securities and volumes of trading. The Portfolio may be affected by settlement periods and transfer procedures. The liquidity of the Portfolio is inherently restricted by trading volumes in the Securities of Portfolio Companies. The Portfolio management service is subject to risk arising out of non-diversification.

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Annexure D

Portfolio Customization
With respect to my / our PMS account with you, please note that no investment should be made in the following companies for my Portfolio with you: (a) (b) (c) (d) (e) I undertake to send you an updated list / changes to this list as and when required and the same shall be applicable immediately after receipt by you. I understand that my Portfolio will be run independently from the other portfolios therefore, the returns could vary from other portfolios and the average for the HDFC Portfolio Management Services.

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_________________________ Client Signature

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Annexure E FORM FOR NOMINATION

[only for individual(s) applying singly or jointly] I/We do hereby nominate the person more particularly described hereunder in respect of my PMS account maintained with you.

Name and Address of Nominee

Name Date of Birth (To be furnished in case the Nominee is a minor)

Address

The nominee is a Minor whose guardian is

Address of the Guardian

Signature of Nominee

Signature of the Guardian

PHOTOGRAPH of Nominee Signature of Nominee across Photograph

PHOTOGRAPH of Guardian (in case of minor) Signature of Nominee across Photograph

Signatures of two witnesses

Name Address Signature with Date

1.

2.

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(Sole / First Holder) (Second Holder) (Third Holder)

Instructions
1. The nomination can be made only by individuals investing / holding the account on their own behalf (singly or jointly) in favour of a single person only. Non-individuals including Society, Trust, Body Corporate, Partnership Firm, Karta of Hindu Undivided Family, Holder of Power of Attorney cannot nominate. A minor can be nominated and in that event, the name and address of the guardian of the minor nominee shall be provided by the account holder. Nomination can also be made in favour of the Central Government, State Government, a local authority, any person designated by virtue of his office or religious or charitable trust. The nominee shall not be a Trust, (other than a religious or charitable trust) society, body corporate, partnership firm, Karta of Hindu Undivided Family or a Power of Attorney holder. A Non Resident Indian can be a nominee subject to exchange controls in force from time to time. 4. 5. The nomination in respect of the account automatically stands rescinded upon closure of the account. The nominee shall have the right to receive the amount due from HDFC AMC PMS - Real Estate Portfolio I or transfer the account in his / her favour and the payment by the Portfolio Manager or the transfer of account shall constitute full and valid discharge to the Portfolio Manager of it liability in respect of said account against the legal heirs.

2.

3.

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On Stamp Paper of Rs. 100 (to be notarised locally)

CLIENT TO AMC

POWER OF ATTORNEY
TO ALL TO WHOM THESE PRESENTS SHALL COME, I / We ............................................................,................................. ........................................................................................................................................................................................................................... presently residing at / having my / our address / registered office at / having our principal place of business, at ....................................................................................................................................................................................... (hereinafter referred to as "the Client") SEND GREETINGS: WHEREAS: A. By a Portfolio Management Agreement dated ..(hereinafter referred to as the Portfolio Management Agreement) entered into between the Client of the One part and 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 of the Other part, the Client appointed HDFC Asset Management Company Limited, as the Portfolio Manager (hereinafter referred to as the Portfolio Manager) to manage, invest and operate the assets of the Client under the HDFC AMC PMS Real Estate Portfolio I (Real Estate Portfolio), including, without limitation, with a power to appoint custodians, agents, representatives, banks or service providers or other persons as the Portfolio Manager may deem fit from time to time to perform any of the functions which the Portfolio Manager is empowered / obligated to perform and to 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. We hereby irrevocably confirm the appointment of the Portfolio Manager for the funds and securities of Client owned, acquired or dealt with or to be owned, or dealt with or to be owned in the name of the Client under the Real Estate Portfolio -and the Portfolio Manager agrees to act and provide portfolio management services for the funds and securities of the Client in accordance with the powers set out herein: NOW KNOW YE ALL MEN THAT We, the Client who are signatories to this Power of Attorney do hereby jointly and severally nominate, constitute, appoint and authorise the said Portfolio Manager to act through any of the officers, authorised to act as such by the Portfolio Manager to be the Clients lawful attorney and to do all or any of the following acts, deeds and things in relation to the services provided by the attorney under the Agreement: 1. To take investment / disinvestment decisions in respect of the Clients portfolio of assets. 2. To appoint nominate or engage any broker and/or agent for effecting purchase, sale and transfer of the Securities. 3. To make necessary application(s) on behalf of the Client, to any Government, Quasi-government or local authorities in India including Securities and Exchange Board of India and Reserve Bank of India and for or incidental to purchase, sales, transfer of, or holding and/or continuing to hold equity shares, preference shares, debentures, convertible securities, depository receipts, bonds, secured premium notes, government and trustee 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 Section 2(h) of the Securities Contract (Regulation) Act, 1956 (hereinafter collectively referred to as the Securities) and to represent the Client in all respects before such authority or authorities and establish the ownership of the said Securities in the name of the Client. 4. To acquire by subscription, purchase or otherwise, any Securities; to sell, transfer, endorse or deliver any Securities now standing in the name of the Client or to be hereafter acquired and to sign and execute all transfer deeds, forms, applications or such other instruments, documents and papers as may be necessary for the purpose of acquiring or transferring the Securities in the name of the Client, selling the Securities held in the name of the Client. 5. To renounce and sign application and/or renunciation forms in respect of the Securities offered on a rights, additional, preferential or other basis and to receive and hold such Securities. 6. To make application(s) to companies or corporate bodies for splitting, consolidation, redemption, conversion of the Securities. 7. To represent the Client before any authority, official or agency of the Government of India or State Government or any Bank, Company, Corporation, Stock Exchange, Securities and Exchange Board of India or any other authority in respect of the Securities. 8. To give or be a party to the notice for calling an extraordinary general meeting of any company on requisition in accordance with Section 169 and/or any other applicable provisions of the Companies Act, 1956 or any other laws. 9. To attend, vote, represent or otherwise act as the attorney or proxy at meetings of the members, shareholders, creditors, debenture holders of any company or body corporate in which shares, debentures or deposits are acquired or held in the name of the Client pursuant to these presents. 10. To open and to operate Depository Accounts to keep the Securities acquired in the name of the Client to these presents. 11. To open and to operate Bank Accounts in the name of the Client to these presents. These accounts will be solely operated by the Portfolio Manager and/or the Custodian / Service Provider to the exclusion of the Client and the Client hereby confirms, ratifies that it shall not exercise any right in relation to operation of the accounts till the revocation of this Power of Attorney.

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12. To collect and receive all interest and dividends due on all or any Securities; to represent for payment and collect the amount payable upon all Securities which may mature or be called, redeemed or retired or otherwise become payable; and to take all necessary actions including signing of all necessary applications and other documents 13. To deposit the monies with the Bank and to deposit all interest, dividends or profits in an account opened in the name of the Client, and to make such debits in the said account as may be necessary and in particular for purchase, acquisition of the Securities, making payments to broker / issuers for the same and also for the service charge for all / any type of services to be provided by the Bank / any other person authorised by the Bank / Client / Portfolio Manager to the Client in relation thereto / hereunder and for that purpose to open a current account or such other account with the Bank. 14. To demand, sue for, recover, receive and give good effectual receipt(s) and discharge(s) for all and any Securities, certificates in respect thereof, dividends, redemption, interest, bonuses or any other sum(s) and/or income accruing from the Securities, debentures, units, deposits and other investments and to sign and endorse pay orders, dividends or interest warrants or certificates, which are now or at any time may be due or payable and belong to the Client. 15. In all matters relating to the Securities to commence or defend, carry on, prosecute or compromise any action, suit, petition, arbitration or other legal proceeding for recovering payment, transfer or delivery thereof, and for that purpose to sign, verify, declare or affirm all plaints, petitions, written statements, affidavits and applications and to engage Solicitors and Advocates and to settle and pay their fees. 16. For the purposes aforesaid or any of them to sign any contract, agreement, transfer, acceptance, receipt, acquittance, document and form and other writing and do all lawful acts requisite for effecting the same. 17. And generally to do and perform and execute all such other acts, deeds, instruments, matters and things for and on behalf of the Client as may be necessary, proper, convenient or expedient. 18. To make such declarations, as may be required under applicable laws, being in force from time to time. 19. To appoint any other agent or subagent and to delegate all or any of the powers given herein to such a person. 20. To appoint any investment advisor, custodians, agents, representative, banks, service provider or other person (Service Providers) as the Portfolio Manager may deem fit from time to time to perform any of the functions which the Portfolio Manager is empowered / obligated to perform and to delegate to such persons the authorities / 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. This Power of Attorney will be in full force and effect till it is specifically revoked by the Client and the Client hereby ratifies and confirms and covenants for itself its successors and assigns to ratify and confirm and covenant all and whatsoever has been or shall be lawfully done in the premises by virtue of these presents, including in such ratification and confirmation whatever shall be done between the time of the revocation by any other means of these presents and the time of such revocation becoming known to the Portfolio Manager. And We, hereby confirm, that pursuant to the Portfolio Management Agreement, We have empowered the Portfolio Manager to inter-alia instruct the Service Providers from time to time in respect of the exercise of powers under this Power of Attorney and under the Portfolio Management Agreement. And We confirm that all actions by the Portfolio Manager pursuant to the said Power of Attorney shall be binding on me / us and our heirs, executors, administrators, successors and assigns as though such actions had been carried out by us directly. And We do hereby confirm that all the powers hereby conferred may be exercised by any officers or managers of the said Attorney who are duly authorised by the Board of Directors of the said Attorney by name and / or designation from time to time and acting for and in the name of the Portfolio Manager. And We further agree to indemnify and keep indemnified and hold harmless the Portfolio Manager and its officers, directors, employees, agents and any other delegates from any and all costs, liabilities and expenses resulting directly or indirectly from all lawful actions and in accordance with proper instructions where required. IN WITNESS WHEREOF the Client has caused this Power of Attorney to be executed at ______________________ on the ______ day of _________________________ 200___. Signed and delivered by/ Signed* in the presence of (In case of company, with the Common Seal) Name Signature 1. ................................................................................................................ 2. ................................................................................................................ 3. ................................................................................................................ In the presence of Client's Witness Name and Address : ................................................................................................................ ................................................................................................................

x x x

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

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(*In case of Company : Duly authorised in that behalf in terms of the Board Resolution passed by the Board of Directors of on..who have in token thereof affixed their respective signatures hereto above). Before me : Notary :

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By Partners authorising other Partners

On Stamp paper of Rs 100 (to be notarised locally)

POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT WE - (1) Mr. / Ms ............ residing at ............................................. (2) Mr. / Ms ................ residing at ... ....................... (3) Mr. / Ms ................ residing at ... ...................................... SEND GREETINGS: WHEREAS (1) We are partners of the partnership firm M/s ............................................ (Firm) and are carrying on business on the terms and conditions contained in the Deed of Partnership dated (2) The partners of the Firm are desirous of executing Discretionary Portfolio Management Services agreement (hereinafter referred to as Agreement) between the Firm and 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 the Portfolio Manager which expression shall include, unless repugnant to or inconsistent with the subject or context thereof, its successors and assigns) and who is duly authorised by the Securities and Exchange Board of India to provide Portfolio Management Services . (3) In order to enable the partners of the firm to do all acts, deeds and things necessary to be done with regard to the implementation of the above Agreement and without being required to approach us every time for our consent, authority or signatures, we propose to appoint Mr/Ms ...................................................., Mr/Ms .................................................. and Mr/Ms........................... jointly and severally as our express and authorised agents to do all acts, deeds and things hereunder mentioned and which they have agreed to do. NOW KNOW YOU ALL AND THESE PRESENTS WITNESS that we hereby jointly and severally and as the partners of the firm appoint and constitute the said Mr/Ms...................................................................... and Mr/Ms............................................ and Mr/Ms........................... jointly and severally as our attorneys and as our agents with full power and authority to do and execute all the following acts, deeds and things in the name and on behalf of the firm or in our names and on our behalf and for us: 1. 2. To do all acts, deeds and things necessary for the effective implementation of the Agreement entered into with the Portfolio Manager. To open and operate bank account for and on behalf of the firm and for and on our behalf jointly and severally for receipt and payment of monies received from and to the Portfolio Manager in respect of the portfolio management services provided by it under the above Agreement. To open depository account in their individual names in respect of the securities received under the portfolio management services provided by the Portfolio Manager under the above Agreement. For all or any of the purposes herein contained to enter into and execute agreements, deeds and documents of any nature required to be executed by or in favour of the firm. And generally to do and execute all acts and deeds and things as are necessary to be done or executed for the effective implementation of the above PMS Agreement for and on our behalf. And we agree to ratify all such lawful acts, deeds and things done and executed by the said attorneys pursuant to these presents. And we agree and confirm that this Power of Attorney shall be irrevocable and shall remain valid and enforceable against us at all times till the currency of the PMS agreement with HDFC AMC Ltd.

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3. 4. 5. 6. 7.

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IN WITNESS WHEREOF We, have put our respective hands thisday of..200....... Signed and delivered by the within-named 1) 2) 3) Name:......................... Name:......................... Name:......................... Signature:......................... Signature:......................... Signature:.........................

In the presence of Witness Name:......................... Signature:.........................

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CHECK LIST
Have You: Filled in the Client Registration Form Executed the PMS Agreement Signed all relevant Annexures Executed the Power of Attorney Enclosed certified copies of your Identity, Address Proof and I.T. PAN Card Enclosed certified true copies of supporting (applicable for entities other than individuals) Enclosed a cheque in favour of "HDFC AMC Ltd. A/c REP"

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Sr. No.

HDFC Asset Management Company Ltd.

A Joint Venture with Standard Life Investments Limited
Registered 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: pms@hdfcfund.com Website: www.hdfcfund.com