loeDate

To,

clientName

clientAddress

Letter of Engagement

Dear Sir,

Thank you for considering IC Universal Legal (“Firm”) for providing the services as per the detailed Scope listed out in Annexure - 1 appended hereto.

The Firm usually charges fee on an hourly basis, as per the following slabs - INR 25,000 for the Senior Partner, INR 18,000 for Partner, INR 14,000 for Principal Associate, INR 11,500 for Senior Associate and INR 9,000 for an Associate working on the matter. However, in order to build a strong working relationship, the Firm would be happy to charge a discounted lump sum fee of INR loeAggredFees (loeAggredFeesWords) for the AIF set-up. The Scope of Services are outlined under Annexure - 1. The applicable taxes will have to be paid by the Client. Any out of pocket/travelling expenses would be charged based on actuals. This Letter of Engagement shall be valid for a period up to of 6 months from the date of commencement of the work for the AIF set-up (“Sunset Period”). Any work done beyond the Scope and/or post the above said period would be charged at a discounted blended hourly rate of INR 10,500 with your prior approval (such rate to be annually revised effective April 1, under discussion with the Client).

Further, please note that for any legal opinion to be issued on the Firm’s letterhead, we shall charge an incremental fee of INR 1,00,000 in addition to our fees for the time spent on preparing, negotiating and finalizing the legal opinion, which shall be charged at the discounted blended hourly rate of INR 10,500 indicated in the paragraph above.

Payment Terms

The payment schedule would consist of installMentCount equal instalments, payable as under:

installMentLi

The bank account details are provided as Annexure - 2.

Confidentiality

The Firm agrees to maintain confidentiality of all information pertaining to the Client, which may be disclosed to the Firm by the Client during the course of this engagement, including details of the business operations and methodologies of the Client. The Firm has a strong commitment to maintain the highest standards of professional ethics and integrity in all aspects of its engagement for and on behalf of clients. All members of the Firm will strictly follow such standards for the purpose of this engagement.

Termination

The engagement shall automatically terminate on completion of work and payments as per the Letter of Engagement. In case of a prior termination event, Client and the Firm will mutually determine the outstanding payment amount on the basis of the work done in the matter. This will be without prejudice to the invoice/s due and raised as per the Letter of Engagement, towards which the payment will have to be made in full (if outstanding at the time of termination).

Look forward to working with you and assuring our best services.

Regards,

For IC Universal Legal

____________________

Authorised Signatory

Accepted:

For Company name

________________

Authorised Signatory

Annexure – 1

Scope of Service

a) Evaluating possible structures along with the tax advisors and suggesting an appropriate structure & documents from legal-regulatory perspective;

b) Attending meetings, conference calls, discussion on Step-Plan and Timelines for setting up of the AIF;

c) Drafting and assisting in finalising various Fund Documents (as listed down below). Coordinating with the merchant banker, tax advisors, trustee and the Client on the same;

d) Providing a comprehensive compliance manual listing out on-going compliances applicable to an AIF;

e) Preparing and filing (in physical and online form) of the SEBI AIF Application, clarifying any queries received from SEBI and assisting in obtaining the AIF registration;

f) Providing such legal-regulatory advice pertaining to the Scope, as may be required in the matter.

As stated in point (c) above, the Firm will draft the following documents and assist in finalising the same:

1. Trust Deed between Settlor and the Trustee;

2. Summary of Principal Terms (SPT) and the Private Placement Memorandum (PPM);

3. Investment Management Agreement to be entered between Trustee and the Investment Manager;

4. SEBI AIF Application along with the relevant declarations and undertakings;

5. Standard Contribution Agreement to be entered between Trustee, Investment Manager and Contributor [Time spent towards any negotiations/discussions with potential contributor/s or any changes to be carried out in the Standard Contribution Agreement/PPM pursuant to any contributor specific inputs/requirements, to be charged separately/additionally];

6. Conflict of Interest Mitigation Policy; and

7. Others - Any other documents which may be required from a SEBI AIF registration perspective.

Annexure – 2

Payment can be made in the name of “IC Legal” by a crossed cheque payable in Mumbai or by wire transfer. Please quote the PAN number AACFI0174M while making the payment.

Wire transfer details

RTGS/ NEFT details to be given for payments from any bank in India to DCB:

Bank Name & Branch: Development Credit Bank Limited, Nariman Point Branch, Mumbai - 400 021.

Account Name: IC Legal

Current A/c No: 04320100005500

IFSC Code: DCBL0000043