ADDENDUM

This ADDENDUM to the INVESTOR AWARENESS AND BUSINESS SUPPORT AGREEMENT dated 20th
March, 2014 made on ________day of _______________ at Mumbai

BETWEEN

Ffreedom Intermediary Infrastructure Private Limited , a company incorporated under the

Companies Act, 1956 having its registered office at 507, Morya Landmark II, Near Infiniti Mall, Link
Road, Andheri (West), Mumbai 400053. Maharashtra (hereinafter referred to as “FIINFRA” which
expression shall, unless repugnant to or inconsistent with the context or meaning thereof, be
deemed to mean and include its successors and permitted assigns), a wholly-owned subsidiary of
Freedom Wealth Solutions Private Limited, of the First Part;

AND

Axis Asset Management Company Limited, a company incorporated under the Companies Act,
1956 and having its registered office at 1st Floor, Axis House, C-2 Wadia International Centre,
Pandurang Budhkar Marg, Worli, Mumbai 400 025 (hereinafter referred to as the “AMC” which
expression shall, unless repugnant to or inconsistent with the context, be deemed to mean and
include its successors and permitted assigns) of the Other Part.

AMC and FIINFRA are hereinafter singly referred to as “Party” and collectively referred to as
“Parties”.

WHEREAS AMC and FIINFRA has entered into Investor Awareness and Business Support Agreement
dated 20th March, 2014 (hereinafter collectively referred as “Principal Agreement”) in terms
whereof, FIINFRA had agreed to provide Platform and other services as detailed in the said
agreement.

NOW THIS ADDENDUM WITNESSETH AND IT IS HEREBY AGREED BY AND AMONGST THE PARTIES
HERETO THAT THE FOLLOWING AMENDMENTS TO THE PROVISIONS OF THE PRINCIPAL
AGREEMENT SHALL BE INCORPORATED AND SHALL TAKE EFFECT FROM THE DATE HEREOF:

1) Ffreedom Intermediary Infrastructure Private Limited , a company incorporated under the

Companies Act, 1956 with CIN U74999MH2013PTC245870 having its registered office at 507,
Morya Landmark II, near Infiniti Mall, Link Road, Andheri (West), Mumbai 400053. Maharashtra
hereinafter referred to as “FIINFRA (OFA)”, which expression shall, unless repugnant to or
inconsistent with the context or meaning thereof, be deemed to mean and include its successors
and permitted assigns), a wholly-owned subsidiary of Freedom Wealth Solutions Private Limited, of
the First Part;

WHEREAS:

FIINFRA, an infrastructure providing company has developed a new platform / application (named
as ‘Omni Financial Advisor - OFA’). FIINFRA intends to offer this to the financial distributors/
financial advisor & their investors so that they get empowered with better client engagement,
reporting, transactions, analytics etc. by an intelligence Combination of
People, Process, Technology & Knowledge.

FIINFRA (OFA) agrees to provide the Services as detailed in Schedule 1 of the Agreement.

2. OTHER TERMS & CONDITIONS:

2.1 With the entry of proper Input, OFA Platform will generate only a single Analysis report, and a
single Action plan, which would be open architecture in nature. These Reports shall be created on
the platform & the distributors have to download the same & provide it to his/her respective
clients.

2.2 Exclusivity clause:

2.2.1 Exclusivity of the arrangement between the parties is extended for a period of 18 months,
from the date of 1st April 2016 till 30th September 2017 (“Extended Exclusivity Period” or “Period”).

2.2.2 EXCLUSIVITY means exclusivity rights to market/offer OFA platform to the IFA community.

2.2.3 IFAs who will be marketed/offered and further will register and use OFA may or may not be
empanelled with Axis AMC. However, they need to have a valid ARN (AMFI Registration Number)

2.2.4 During this period, FIINFRA (OFA) shall not enter into a contract of arrangement with any
other Asset Management Company which will allow them to market OFA among the IFAs.

2.2.5 FIINFRA may have separate agreement/s with other product manufactures (AMCs, Insurance
Cos. etc.) for their respective products recommended/sold/transacted on OFA platform.

2.2.6 FIINFRA may display promotional material across the platform & get compensated
accordingly.
2.3. Commercials (FIXED or VARIABLE, whichever is higher):

The AMC shall make the payments (fees) to FIINFRA (OFA), on the basis of terms and conditions as
detailed in tabular below:

FIXED
Sn. Schedule of Payments (Fixed) Amount
*1. Upto 8 months from the date of empanelment (i.e from April Rs.20,00,000/- (Rupees
16 to Nov 16) Twenty lakh only)
th
*2. From 9 month onwards till the completion of 18 months (i.e Rs.14,00,000/- (Rupees
from Dec 16 to Sep 17) Fourteen lakh only)
Note: * The above fees and charges are subject to applicable taxes & levies.

VARIABLE
25 bps on the Incremental AUM that the platform (the engaged IFAs) adds to AXIS AMC/MF
Schemes.

FIINFRA (OFA) shall share list of engaged IFA’s/users at the beginning of every month (starting
April’16) and the same period shall be considered as the starting period to measure the
incremental AUM.

Definition of ENGAGED IFAs :

When an IFA is engaged with the
 PLATFORM (Login, Transaction Upload, usage of any features on the platform) OR
 PEOPLE (PST/POT) (Conversation and engagement)

2.4 Deliverables of Axis AMC:

2.4.1 Axis will acquire/introduce 5000 relevant IFAs onto the platform in the first 12 months (i.e
from April’16 to Mar’17).

Definition of RELEVANT IFAs:

 Who is having his / her / its own ARN code for distribution & execution of financial products
 Should not be working as a Sub-Broker (Term Sub-broker should define)
 Preferably holding less than 50 Cr. and more than 1 Cr. of AUM
 Interested in using the Platform (this should be done/gauged either through road shows or
1 on 1s by Axis AMC)

2.5 Axis may submit a request (with valid reasons), in writing, to FIINFRA to withdraw the platform
access privileges of any authorizes User (IFA). Before suspending his/her access, FINFRA will take
the consent from IFA within 2 days, and act accordingly.

2.6 Even though FIINFRA (OFA) is a multi product and multi category platform, IFA will be directed
(through the agreement between IFA & FIINFRA) to recommend only those products which he/she
is eligible to do as per applicable laws & regulations.
2.7 The procedures and processes of platform shall be modified and upgraded by FIINFRA (OFA)
from time to time with the purpose of improving user experience. The decision for such up-
gradation & modifications remains with OFA & its management. Such changes would be
communicated to the AMC, wherever applicable.

2.8 AMC agrees unconditionally that under all circumstances the ownership of any features, codes,
processes & procedures, the trademarks, copyrights etc. designed and developed by FIINFRA (OFA)
platform, covered under this agreement shall remains with FIINFRA (OFA). AMC will take adequate
precaution to ensure that no misuse, unauthorized usage and / or duplication are done for the
platform provided under this agreement.

2.9 Platform shall maintain database of FIINFRA (OFA’s) clients data input and FIINFRA (OFA’s)
Output for future retrieval, for a limited period

Save and except to the extent as provided for herein, all terms, conditions, rights and obligations of
the Agreement together with all its supplements, schedules and annexure, shall remain in full force
and effect during the term and shall be binding on the parties mentioned therein.

This addendum shall form an integral part of the Principal Agreement, which shall continue to be
applicable as supplemented by this Addendum.

IN WITNESS WHEREOF, all of the Parties hereto, acting through their duly authorised representatives,
as named herein below, have executed this Agreement as of the day and year first above written.

Signed and Delivered by,

Ffreedom Intermediary Infrastructure Private Limited (OFA)

by the hand of its authorised signatory _______

on _________, at Mumbai, Maharashtra

In the presence of: ______________________

Signed and Delivered by

Axis Asset Management Company Limited,

by the hand of its authorized signatory________

on _________, at Mumbai, Maharashtra

In the presence of: ____________________

 SCHEDULE I (ENHANCED)
SERVICES OFFERED BY FIINFRA

1. Client Prospecting / Engagement tools to be provided to distributor :

a. Data collection tool

b. Analysis report
c. Action plan (Open Architecture)
(All above documents will be white labeled as per the requirement of the IFA restricted to IFAs
Logo & name)

These tools will be

a. Free for distributors clients

b. Will not have restriction on the number of clients that distributor want to use it for.
c. Can be used for as many (Unlimited no of clients)
d. Will be completely customized to the respective clients and their needs.
e. Will carry the distributor’s Advice and his recommendations. Will carry / showcase
OFA’s Name and logo.

2. Client / IFA Engagement support

A. Client Engagement
a. Basic Pings
b. Need Based pings
c. Customized Pings
d. OFA library (Distributor will have access OFA library from where Distributor
can select different articles / pings to engage their clients.
e. Social Media Pings
f. Mass Email
g. Mass SMS
(All these communications will happen from the IFAs registered email ID)

B. IFA Engagement

a. In bound / out bound call facility to connect OFA business support team
b. Email communication to enable Distributor’s productivity.
c. Social media pings
3. Mutual Fund back office (Transactions)

a. Auto uploads facility to upload Mutual Fund transactions.

b. Portfolio reports for clients.
i. Summary report
ii. Detailed report
iii. Capital gain report
c. Business analytics for distributor
i. AMC wise AUM report
ii. SIP / STP report
iii. Snapshot of how SIP’s are growing
iv. Snapshot of how clients are growing
v. Snapshot on Purchase Vs redemptions
d. Extended support on AUM reconciliation

4. Online transaction

a. Integrated NSE online transaction platform where Distributor can initiate

transactions for their clients.
b. IFA Application to provide ease of transaction for distributor
c. Client application to provide ease of transaction / reporting for client.

5. One stop solution for distributor and their clients

a. Partner Portal / partner app

Every Distributor will be provided with completely secured online portal which can be
accessed by only authorized Distributor. Distributor can run the entire business on this
portal starting from Sourcing, Engagement, Advice, transaction &Monitor. Distributor will
have access to the following
i. CRM
ii. Single window to view all clients
iii. Business reporting
iv. Client reporting
v. Online transactions
vi. Planning
vii. Engagement
viii. Tasks
ix. Mass communication.
x. Pre printed forms
xi. White labeled portal

b. Partner app will be given to all the IFAs to engage with their clients and initiate
transactions online.
 c. Client Portal / Client app

Every Client will have access to client portal where distributor’s clients can store all his / her
financial information.
Client will have access to followings
i. Portfolio reports
ii. Analysis report
iii. Online transactions
Client app will have access to,

i. Basic advice
ii. Online transactions
iii. Scheme recommendations
iv. Portfolio snapshot

6. Enterprise Email
Will be provided to IFAs on need basis

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