To be stamped as per the applicable stamp duty at the place of execution.

OVERDRAFT FACILITY AGREEMENT AGAINST LIEN

ON THE UNITS OF MUTUAL FUNDS

THIS AGREEMENT made at ........................................ this ...... day

of.....…………,2006 by and between:

Mr/Mrs/Ms________ aged about _____ years son / daughter / wife of _____ residing
at _________ and having PAN ___________(hereinafter referred to as the
“Borrower” which expression shall, unless it be repugnant to the subject or context
thereof, include his heirs, executors, legal representatives, administrators, attorneys) of
the FIRST PART
AND

AXIS Bank Ltd., a Banking Company incorporated under the Companies Act, 1956
and having its Registered Office at ‘Trishul’, 3rd Floor, Opposite Samartheshwar
Temple, Law Garden, Ellis Bridge, Ahmedabad 380 006, Gujarat and its Central Office
at 131, Maker Towers ‘F’, Cuffe Parade, Colaba, Mumbai-400 hereinafter referred to as
the “Bank” (which expression shall unless it be repugnant to the context or meaning
thereof shall mean and include its successors and assigns) of the SECOND PART.

WHEREAS

1. The Borrower is desirous of availing financial assistance by way of an Overdraft

facility against the pledge of Units of SEBI approved schemes of Mutual Funds
and has approached the Bank for such financial assistance by opening a running
account styled as an ____________ Account (hereinafter referred to as the
“Account”) against which the Borrower could draw up to the sanctioned limit.
2. The Bank, vide its Sanction Letter No. _____________ dated _______________
(hereinafter referred to as the “Sanction Letter”) has agreed to grant the
financial assistance in the manner aforesaid upto a limit of Rs. _________
(Rupees ___________________only) (hereinafter referred to as the “Loan”) to
the Borrower on the terms and conditions hereinafter appearing.

NOW IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:-

1. That the Bank shall open the said Account in terms of the said Sanction Letter at
the Bank’s ___________ Branch as from the execution of these presents whose
limit is fixed at Rs. ___________(Rupees ______________only) and the said
 Account will be operated from time to time by the Borrower or with the prior
approval by the Bank by any person authorised in this behalf by the Borrower.

2. That the Borrower hereby agrees to pay interest at _____% p.a., compounded
monthly/quarterly/yearly on the amount outstanding under the Overdraft
account facility and the rate of interest is subject to change, as notified by the Bank
from time to time. That the Borrower shall pay the interest accruing at the end of
every calendar month/quarter/year together with incidental charges failing which
the said sum shall be debited to the said Account and treated as amount drawn by
the Borrower and the same shall be treated as Principal on which interest shall run
at ___% p.a. the rate of interest may, however, be raised by the Bank at any time
by giving due notice to the Borrower of its intention to do so.

3. That the Borrower shall, on or before ___________ so long as the Account is in

force, show a credit balance of atleast __________ and maintain such credit balance
for atleast fifteen days thereafter and the Bank may allow the Account to be
continued to remain in force for such period as the Bank may deem fit.

4. The Borrower shall secure to the satisfaction of the Bank the Loan amount
together with all interest, liquidated damages, costs, charges and expenses and all
other moneys whatsoever due and payable by the Borrower to the Bank (“Dues”),
by creating the following securities in favour of the Bank:

(a) The Borrower shall pledge in favour of the Bank Mutual Fund units and other
securities held by the Borrower and as described in the Schedule I hereto
(hereinafter referred to as the “Securities”) and shall ensure that a charge has
duly been noted by the Fund House/ Registrar concerned with the issuance of
the Mutual Fund units. The Borrower shall also execute a Power of Attorney
in the form and substance as prescribed by the Bank, in respect of the said
security; or any other security as may be mutually agreed upon.

5. The Borrower may be permitted by the Bank to cancel the pledge of the said
Securities (in whole or in part) and to replace them with any fresh Mutual Fund
Units and/or any other securities. Such cancellation of the existing securities and
the creation of new Securities shall be by way of exchange of Letters duly signed by
the Borrower and the Bank and the Schedule shall automatically stand amended to
this effect. However, such creation of new or additional security shall be at the sole
discretion of the Bank.

6. If at any time the value of the said Securities falls so as to create a deficiency in the
margin requirement specified by the Bank from time to time or if there is an excess
over the Overdraft Facility limit, the Borrower shall within three days of notice
from the Bank, deposit with the Bank additional security in the form of cash or
such other securities which may be acceptable to Bank, failing which the Bank may
 at its sole discretion submit for repurchase, transfer or dispose off or realize any or
all of the said securities without being liable for any loss or damage or diminution
in value sustained thereby and such sale shall not be contested by us and shall be
binding on us.

7. In case of pledge of any sort of securities by a third party as security for this Loan,
then the Borrower shall ensure that all documents, contracts, deeds, etc are
executed by that Third Party so as to create a valid pledge on those securities.

8. The Bank shall at its absolute discretion stop, at any time without assigning any
reasons, further operation/s or allow further operation of the account by the
Borrower and the Borrower shall not be entitled to object to any extent regarding
stoppage of operations on any ground whatsoever including on the ground of
availability of the expired limit hereinabove mentioned or that may be fixed
hereafter.

9. Without prejudice to the right of the Bank to demand immediate repayment of the
Loan amount in terms of Clause 15 hereinbelow, if any interest remains unpaid on
the date it is due and payable as mentioned above, then the unpaid interest will be
compounded monthly/quarterly/yearly or at any other period as advised by the
Bank from time to time.

10. Any default by the Borrower in payment of dues or of any of the terms and
conditions herein, would entail an additional interest charge of _______% on the
entire loan, leviable from the date of the default without prejudice to the Bank’s
other rights available as per this Agreement and on default/ failure of the Borrower
to pay the same. Provided also that the obligation to pay additional interest shall
not entitle the Borrower to set up a defense that no event of default as mentioned
hereunder has occurred.

11. The Borrower will execute necessary Promissory Notes and such further
documents, forms and papers as the Bank may in its discretion from time to time
require and in the form prescribed by the Bank. The Borrower agrees to execute in
favour of the Bank or any nominee of the Bank transfer deeds/documents etc. as
and when requested by the Bank and shall ensure that the validity period of
transfer deeds/documents is kept alive at all times. The Bank, at any time can
dispose off or transfer the said Securities in its own name or to any third parties
without any notice to the Borrower. The Borrower hereby appoints the Bank as its
Power of Attorney holder to do all or any of the actions stated above including
submission for repurchase, sale, transfer or otherwise dispose off the Securities in
any manner as the Bank deems fit through its designated and/or authorised
officers. This Power of Attorney shall be irrevocable till the time all the dues
owing to the Bank are paid off.
12. The Borrower shall utilise the said Overdraft Facility only for the purpose of
............................................... as mentioned in its proposal to the Bank. The
Borrower further warrants that the Overdraft Facility shall not be used for
speculative or anti-social business of any sort.

13. The Borrower agrees that any accretion to the said Securities by way of bonus /
preference / rights issue and other benefits from time to time accruing in respect of
the said Securities or any part thereof shall also be deemed to be pledged with Bank
and the Parties hereto agree that there is no requirement of signing any additional
supplementary pledge in this respect. In case of bonus / preference / rights issue
pertaining to the said Securities, it is responsibility of the Borrower to pay the
amount required to purchase/subscribe for the additional Mutual Fund Units. The
Bank may, at its sole discretion, decide to purchase/subscribe for these additional
Mutual Fund Units from out of its own funds. Upon such purchase/subscription
by the Bank, the Borrower on demand by the Bank shall, without any demur or
delay, reimburse the entire amount paid by the Bank for purchasing/subscribing
for these additional Mutual Fund Units along with the interest at the rate
mentioned in para 2 herein accrued till the date of reimbursement by the
Borrower. It is understood by both Parties that the Bank is under no obligation to
subscribe for/purchase these additional Mutual Fund Units.

14. The said Securities and the Promissory Note would be a continuing security to the
Bank for all monies which are due from the Borrower, it is declared that the said
Securities are free from any charge and the parties undertake to keep them as such
during the time the said Securities are pledged with the Bank.

15. It is agreed by the Borrower that he shall not seek duplicates of the said Securities
from the concerned Mutual Fund Units Issuer/Fund House/Registrar or stop the
transfer thereof to the name of the Bank or its nominees.

16. The Bank may, in its own discretion without assigning reasons and upon written
notice mailed or delivered to the Borrower cancel the Overdraft facility herein
granted and demand repayment thereof. Delivery of such notification by the Bank
shall constitute sufficient notice of such cancellation, and thereupon the Loan all
interest and other moneys due and payable thereon, shall become due and payable
by the Borrower immediately to the Bank.

17. The rights, powers and remedies given to the Bank by this Agreement shall be in
addition to all rights powers and remedies given to the Bank by virtue of any other
security, statute, or rule of law. The Bank may exercise a banker’s lien or right of
set-off with respect to any obligation of the Borrower to the Bank in the same
manner as if the obligation were unsecured and shall have a lien on all
property/credit balance in any other account of the Borrower or securities of the
Borrower in the Bank’s possession or custody whether for safe-keeping or
 otherwise. If upon demand by the Bank, the balance outstanding in the Loan
account is not repaid within the prescribed time, such credit balance in any account
may be adjusted towards dues under the Loan account. In case of any deficit, the
deficit amount may be recovered by the Bank from the Borrower.

18. Any forbearance or failure or delay by the Bank in exercising any right, power or
remedy hereunder shall not be deemed to be waiver of such right, power or
remedy, and any single or partial exercise of any right, power or remedy hereunder
shall not preclude the further exercise thereof and every right and remedy of the
Bank shall continue in full force and effect until such right, power or remedy is
specifically waived by an instrument in writing executed by the Bank.

19. The Borrower agrees to accept the statement of account sent by the Bank or by
any other authorised representative of the Bank as conclusive proof of the
correctness of any sum claimed to be due from him.

20. Any notice or demand hereunder shall be in writing, signed by any of the Bank’s
officers and may be made by leaving the same or sending it through the post
addressed to the Borrower at the address specified above or the address last known
to the Bank; and a notice or demand so given or made shall be deemed to be given
or made on the day it was so left or, as the case may be, two business days
following that on which it was so posted, and shall be effectual notwithstanding
that the same may be returned undelivered and notwithstanding the Borrower’s
change of address .

21. If any provision of this Agreement is illegal, invalid or unenforceable for any
reason, it will be severed from the remaining provisions which will remain
unaffected.

22. Authorisation to Disclose

The Borrower understands that as a pre condition, relating to grant of the

loans/advances/other non fund based credit facilities to the Borrower and furnishing
of Guarantee in relations thereto, the Bank requires consent of the borrower of the
credit facilities granted/ to be granted by the Bank for the disclosure by the Bank of
information relating to the Borrower, any credit facilities availed of / to be availed, by
the Borrower/Guarantor/s, obligations as assumed by the Borrower in relation
thereto and default, if any, committed in discharge thereof.

Accordingly, the Borrower hereby agrees and gives consent for the disclose by the
Bank of all or any such:

1. Information and data relating to borrower;

2. Information or data relating to Borrower’s obligations in any credit facility
granted/ to be granted by the Bank; and
3. default, if any committed by Borrower in discharge of the Borrower’s
obligation as the Bank may deem appropriate and necessary to disclose and furnish to
Credit Information Bureau (India) Ltd. and any other agency authorized in this behalf
by RBI.

The Borrower declares that the information and data furnished by the Borrower to the
Bank are true and correct.

The Borrower undertakes that –

1. The Credit Information Bureau (India) Ltd. and any other agency so authorized
may use, process the said information and date disclosed by the Bank in the manner as
deemed fit by them and

2. The Credit Information Bureau (India) Ltd. and other agency so authorized
may furnish for consideration, the processed information and data or products thereof
prepared by them, to Banks/Financial Institutions and other credit grantors or
registered users, as may be specified by the Reserve Bank of India in this behalf.

IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto
on the date and at the place mentioned hereinabove.

Signature: Signature:

Name of the Borrower On behalf of AXIS BANK LTD.

Name of the official

Designation

(NOT TO BE ATTESTED)
SCHEDULE I
List of Securities to be pledged Please list the
details of the
securities being
pledged.

Signature: Signature:

Name of the Borrower On behalf of AXIS BANK LTD.

Name of the official

Designation