This document and the Private Placement Memorandum (PPM) constitute the Terms & Conditions governing investor relationship with the Neomile Growth Fund – Series I, a Category III Alternative Investment Fund registered with SEBI under Registration No. IN/AIF3/23-24/1274

Fund Objective and Strategy: The objective of the Fund is to generate long term capital appreciation by investing in opportunities across public and private markets in India based on the investment approach and guidelines outlined in detail in the PPM. A sector-agnostic and benchmark-independent strategy is followed leveraging proprietary frameworks for opportunity identification and risk management.

Risk Factors: As a Fund focused on equity and equity-linked securities, the investor understands the volatile nature of the markets and the specific risk factors associated covering economic, industry, leverage, operational issues that can result in loss of full capital invested. The risk factors are covered in detail in the Risk Factors section of the Fund’s PPM. Investors are expected to read and understand the risk factors before investing.

Fund Governance and Operational Aspects:
The Fund operations are managed by a six member Investment Committee from the Sponsor and Investment Manager entities having over 15+ years industry experience. The custody, fund accounting and transfer agent functions are managed by reputed third party entities to ensure highest governance standards. The Fund shall make portfolio disclosures and financial statements available to investors periodically as outlined in the PPM.

Investor Qualification and Compliance Requirements: The minimum investment amount, investor qualification criteria, anti-money laundering and tax disclosures to be adhered to by the investors are outlined in detail in respective sections of the PPM to ensure regulatory compliance. Investors confirm to provide additional documents if required.

Dispute Resolution: In case of disputes, investors and the Fund shall aim to resolve through mutual discussion. However, if disputes remain unresolved, the matter shall be referred to a sole arbitrator for resolution whose decision shall be final and binding on both parties. Arbitration proceedings shall be conducted in Mumbai jurisdiction only.

Investors confirming investment in the Fund acknowledge to have read, understood and agree to abide by all terms and details provided in this Terms & Conditions document and the PPM shared.

Restriction on Transfer of Units: The units invested cannot be freely transferred or sold to third parties without the consent of the Fund as outlined in the PPM. Restrictions on transfers also apply within investor categories. The Fund and other investors have first right of refusal on any transfer.

Withdrawals:
As the Fund has a 5 year tenure with 2 year extension option, any redemptions are allowed only at defined liquidity events or end of tenure as outlined in the PPM. Investors agree to lock their capital for the defined tenure at the time of unit allotment.

Indemnity:
The investors indemnify the Fund against any losses accruing due to any misrepresentations made by the investors regarding identity, eligibility criteria, source of funds etc. as per extant KYC norms binding unit holders.

Confidentiality:
The parties agree to keep all proprietary information including deal terms, portfolio composition, financial statements etc. as strictly confidential unless disclosure required under statutory norms with reasonable notice given to the concerned stakeholders.

Force Majeure:
The Fund and unit holders shall be excused of any delays or breach of terms occurring due to Acts of God including natural calamities, government restrictions, technology disruptions making performance commercially impossible but not limited to these instances. Force majeure events shall be notified within 7 days of occurrence.