llp memorandum 28-346

7/31/2019 LLP Memorandum 28-346

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Reliance India Realty Opportunities LLP(Reliance Realty LLP)

a limited liabili ty partnership for opportunities and growth in the real estate sector

LLP Memorandum

1

Sr. No. 28346


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Confidential Slide 2

INDEX

Summary - Why Reliance Realty LLP now

Why Real Estate

Strategy and Approach

Reliance Realty LLP An Advantageous Proposition


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Summary Why Reliance Realty LLP Now Now is the opportune time to invest in Real Estate on account of prevailing constraints in the banking sector, high interest

rates,weaknessin offtake ,all causingstress to the Sector

Reliance Realty LLP has a differentiated approach / strategywith

An emphasis on engaging in easy to execute, shorter gestation and lower risk real estate projects with a clear focus

on exit opportunities

Primaryfocuson residential segmentin top 7 to 10 metros

Seekto generate returnsthrough quickdeployment of funds

Endeavor toprovide safety of capital throughmulti layer security mechanisms

An innovative LLPstructure , a first in India,leads to a tax efficientparticipation in thesector

Adherence tohighest standardsof Governance,Transparency & Disclosure

Providesa high degree of operational convenience

Reliance Capital Asset Management Ltd - Portfolio Management Services (RCAM PMS)is the advisor to Reliance Realty

LLP


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Why Real Estate

Real Estate sector accounts for approximately 5% of Indias GDP. The current size of the industry is close to USD 50 billion

andthe same is expected to reach a size of USD 180 billion by2020*

The Real Estate sector is the second largest employer in the country, next to agriculture. The sector has backward and

forward linkageswithabout250 ancillary industries such as cement, brick,steeletc**

Real Estate is a play on India's growth story. The growth in the economy is reflected in need for houses, offices and places

for leisure and recreation

Real Estate has few unique featureswhich distinguish it from otherassetclasses:

It is a real asset, which is produced and consumed domestically. Global developments only have an indirect impact

throughcapital flows Real estate has historically shown robust and steady growth. Prices have also been fairly resilient relative to other

assetclasses

Thetwin featuresof growthand stability, makesReal Estate a preferred investmentavenue

*IBEF (Indian Brand Equity Foundation) report, April 2010. CREDIA (Confederationof Real Estate DevelopersAssociation of India), ideasfirst real estate report

**http://ezinearticles.com/?The-Real-Estate-Sector&id=1631320


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Right time to invest in Real Estate is Now

Webelieve that the next few monthsare an opportune time to invest in Real Estate for the following reasons

Recent developments have caused tightening in the liquidity situation and thereby limiting the availability of funds to

developers

Inselect metros

Many new projects which have been announced by developers require funding, as pre-sales have moderated

due to higherprices

Projects (specially commercial) have been stalled / going slow due to excess supply and non availability of

timelyand adequatefunding

Approvalsfor some projectsare beingdelayed , therebycausingstress to the marginal developers

LoansRestructuredduring the 1st half of 2008,are duefor repaymentin 2011

We are positive about the long term outlook of the Real Estate sector in India. The sector is driven by favourable

demographics, rising income levels, growth of services and increasing urbanisation. The growth has been steady and

sustained and we expectthe same to continue in the future.


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Presenting

Reliance India Realty Opportunities LLP

(Reliance Realty LLP)


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Reliance Realty LLP A Focused Approach

Reliance Realty LLPwill adopt a focused approachwherein

It would engage in easy to execute, shorter gestation, lower risk real estate projects, with clear focus on exit

opportunities

The primary focus shall be on residential segmentin top 7 to 10 metros

It wouldopportunisticallylook atbrownfield commercial projects and generally avoidretail and hospitalitysegment

It may selectively lookat fundingdistressedassets

It would typicallyparticipate in multiple projects, therebyreducing riskof singleprojectexposure

With the above mentioned factors and focused approach, the projects are likely to be more liquid with a medium

term horizon


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Reliance Realty LLP A Focused Approach

Partnering with developers having proven ability to execute the project, good track record and sound financial

position

Multi layer security mechanism in the form of charge on the underlying land, project receivables, additional

collateralsecurity, pledge of promoter shareand corporateand promoterguarantee.

Participation typically in deals which offer a preference in cash flow and returns. This will generally ensure

recoveryof capital and returns.

SignificantVeto rightsvis--vis all key aspects of the transaction.

Eventof Default (EOD) clauses / take over rights, in case of a failure todeliver the projecton timely basis.

Deals would be typically structured with suitable exit covenants and understandings, and where feasible, at a pre -

agreed valuation.


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Our Approach

Highly

Focused

Approach

2. Choice ofpartners and

developers towork with

1. Location ofthe project

6. Exit Oriented

Strategies

5. On goingProject

Monitoring4. Project

Structuring, Due

Diligence &

Documentation

3. ProjectEconomics,

pricing and

cash flows


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Our Approach - Location of the project

MacroFactors

Cities with a significant underlying economic activity and migrant population, typically generate steady and

sustaineddemand

Citieswith major thrust on infrastructure development

Micro-marketanalysis is absolutely critical tounderstand

Demandandsupply in the immediatevicinity

Access,connectivity, social infrastructure, etc

Citycentric projectsgenerally have shownthehighestresilience,buoyancyand liquidity

The Business Process described above is intended to be illustrative of the process generally followed. There is no assurance that all or any

of the steps mentionedabove wouldbe followed


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Our Approach - Partnering with appropriate

Promoters and Developers Avoid early stage funding,preferably deal with established real estate developers

Partner with an experience of atleast one business cycle, which wouldsensitiseone to the business vagaries

Prefer work with Developers who are dominant in a geography. This ensures a strong grip of the local market

and marketrequirements.The panIndiadevelopmentm odel hasnot yetbeen particularlysuccessful

Ensure sufficient involvement of the developers; implementing too many projects at the same time stretches

resourcesand dilutesinterest

Closelystudy the

Numberof on-goingprojects, financial trackrecordand liquidity position of the developer

Execution capabilities

Experiencewithotherf inancial institutions,investors and banksis an importantindicator

Trackother commitments/liabilities of developers,on an ongoing basis


of the steps mentionedabove wouldbe followed


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Our Approach - Product Economics, Product,

Pricing and Cash flows Project should be self-sustaining and makesenseon a stand alonebasis

Investmentrationale tobe based on project cash flowsand notparental support

Rightproduct at right priceat the right location

Product pricing to be rational,based on micro-market analysis and product specification

Value for money propositionsacrossassetclasseswitness sustainabledemand

Entryprice should be relatively low to provide sufficientcash margin


of the steps mentionedabovewould bef ollowed


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Our Approach - Deal Structuring, Due Diligence

and Documentation Rigoroustitle, technical and financial due diligenceis a must

Ensure the developerhas adequate skin in the game

Alignmentof Developers interestis imperative

Multi layer security mechanism in the form of charge on the underlying land, project receivables, additional collateral

security, pledge of promoter shareand corporate andpromoter guarantee againstdefault

Comfort on costshould be built into the project structure

Preferred return project ensures preferenceof recoveryof capital and returns

SPV level dealscan be efficiently controlled,relativeto entrylevel deals

Veto rights with Reliance Realty LLP on all key aspects of the transaction

Liquidation priority in case of bankruptcy whilst retaining a return upside more attractive to that of conventional senior

financing

Eventof Default (EOD) clauses / take over rights, in case of a failure todeliveron the project

Tax efficiency tobe built in both for the entity structures as well as the projectstructures

The Business Process described above is intended to be illustrative of the process generally followed. There is no assurance that all or any of

the steps mentionedabovewould bef ollowed


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Our Approach Monitoring & Exit

Project Monitoring

Periodicmonitoring of the project on all agreed milestones(timelines,financial,etc.)

Appointing independentProjectManagementConsultants(PMCs) tomonitor and report on the project

Externalauditors if required tom onitor the project

Exercise control to bring in the requiredcourse correction, if necessary

Exit oriented structures

Clear exitorientation built into the project at the projectstructuring stage

Options and obligationsto sell or buy the stake or the strategic interest at pre - agreedvaluation

Preferself liquidatingprojects

Project participation to be structured in such that, it may not need to await the conclusion of the project to effect

exit

Project participation structured in the manner so as to minimize dependence on financial markets for LLPs exit

from the Projects


of the steps mentionedabovewould bef ollowed


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Confidential Slide

Risk Mitigation & Diversification

*The above mentioned parameters are indicative and may be changed as

per the discretion of the Managing Partner w ith the guidance and insights

of the Advisor. These parameters are defined as a percentage of

Aggregate Capital Commitment of the Partners of Reliance Realty LLP

Risk minimization is thekey to deliver positive returns. Hence,Reliance Realty LLP will : -

Execute or participate acrossmultipleprojects in an endeavourto mitigate therisk of single projectexposure

Participateat project level therebyrestricting and ringfencing risks

Focuson large cities, typicallytop 7 10 metrosfor greater liquidity

The risk exposure will be monitored throughperiodic internalchecksand controls

Risk Proportion Indicative Cap*

Single Project 15% - 25%

Single Business Group 35% - 50%

Single Metro City 40% - 50%

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Confidential Slide

Reliance Realty LLP Key Attributes

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Objective To engage in the activity of acquiring, developing and investing in Real Estate assets and projects.

Eligible Person to

become a Partner

Resident Individuals (other than minors) and Body Corporates (including Indian LLPs). No Non Resident, Partnership Firm,

Association of Persons or Trust can bea Partner of RelianceRealty LLP.

Time Frame 6 + 1 + 1 (6 yearsextendable by 1 + 1 year each at theoption of theManaging Partner).

Capital Contribution 30%upfront and balance in tranches

Capital Calls 3 years+ 1 (3yearsextendable by 1 year at theoption of theManaging Partner)

Minimum Capital

Commitment

Rs. 25 l acsand multiples of Rs. 1 lac thereafter

Hurdle Return* Post tax 8% p.a. (which is equivalent to a pre taxreturn of approx11.6% p.a.at maximum marginal rateof 30.9%)

Set Up Cost Depending uponPartners CapitalCommitment :

- For Capital Commitment fromRs.25 lacs upto Rs.200lacs: 4%of Partners capitalcommitment

- For Capital Commitment aboveRs. 200lacs upto Rs.500 lacs: 2.5%o f Partners capital commitment

- For Capital Commitment above Rs.500 lacs : 1.5% ofPartnerscapital commitment

A concession of 0. 2% in setup cost is given to Partners whopre pay their entire CapitalCommitment at admission.

Fee paid to the

Advisor & Profit

Share payable to the

Managing Partner**

(In aggregate)

- First Year : Nil

- Thereafter : 1.5%of committed amount duringthe commitment period and net invested Capital for the remaining tenure

- 15% of theProfits above thehurdle returnwith catch up

A benefit of 0. 2% in Advisory Fee is given to Partners who pre pay their entireCapital Commitment at admission

Note: * Hurdle Return is computed on the balances to the credit of respective Partners Capital Contribution Account from time to time.

* *The aggr egate fees and Profit Share would be payable to the Advisor and Managing Partner by Reliance Realty LLP.


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Confidential Slide

Lineage of Reliance Realty LLP

Reliance Realty Pvt. Ltd. is the Managing Partner of Reliance Realty LLP. The Managing Partner will manage the activities of Reliance Realty LLP and its

Business on behalf of all the Partners This shall involve both a Project Specific role and an Administrative role.

RelianceRealty Pvt Ltd

(ManagingPartner)

RCAM is a Subsidiary of RCL and also the Investment Manager to RelianceMutual Fund

Reliance Mutual Fund is the Indias largest AMC for the last 3 years in terms ofaverage MF assets . Total assets managed are Rs. 1,47,626 Crs as on March31st, 2011

RCAM has over 7.3 million investors

RCAM PMS is a part of RCAM RCAM PMS has signif icant skill sets in managing / advising on equity, debt

including in the real estate sector

RelianceCapital AssetManagement

PMS

(Advisor)

Amongst the largest NBFCs in India Businesses include Asset Management, Life Insurance, General Insurance,Consumer Finance, Broking, Distribution etc.

RCLs Net worth in of approximately Rs 7,700 Crores

RCLs Market Capitalization of Rs 12,754 Crores*

* Source : Capital Line as on 30th September 2010

* Source: media release on BSE India

RelianceCapital Ltd.

(HoldingCompany ofthe Advisor)

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Confidential Slide

Reliance Realty LLP An Advantageous

Proposition If Reliance Realty LLP participates as a partner of a Project LLP

In the hands of Reliance Realty LLP, share of profit derived by Reliance Realty LLP as a Partner of a ProjectLLP will be exempt from tax[Sec. 10(2A)of the Income Tax Act, 1961]

Project LLP will neither be liable to any dividend distribution tax (DDT) nor to any Minimum Alternative Tax(MAT), since ProjectLLP is not a company

In the hands of Reliance Realty LLP, income, profits and gains (other than the share of profit derived byReliance Realty LLP as a Partner of the Project LLP) wi ll be liable to tax in the same manner as a partnership

firm @30%

If Reliance Realty LLP exe cutes a Project on its own

In the hands of the Reliance Realty LLP, the prof its and gains of the Project will be subject to income tax @

30%

Reliance Realty LLP will neither be liable to any DDT nor to any MAT, since Reliance Realty LLP is not acompany

No Impact of Alternate Minimum Tax(AMT) levy proposed in the Finance Bill 2011(Refer LLP

Fundamentals for details)

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Confidential Slide

Reliance Realty LLP An Advantageous

Proposition If Reliance Realty LLP participates in a Project being e xecuted by another company or a body

corporate

Inthe hands of RelianceRealty LLP, interest income will be taxed@ 30%

In the hands of Reliance Realty LLP, Capital gains from divestment of shares or convertible securities will be taxed @

20% in case of long term capital gain (on gains computed on the basis of indexed cost) and @ 30% in case of shortterm capital gain

In the hands of Reliance Realty LLP, if the above referred gains from divestment of shares or convertible securities areconstrued to be business income instead of income in the nature of capital gains, such business income will be l iable to

income tax @ 30%

In the hands of Reliance Realty LLP, dividend received will be exempt from tax under Section 10(34) of Income tax Act,

1961. However the company paying dividend will be liable to pay additional income tax on amount of dividenddistributed at the rate of 16.995%of such dividends

In the hands of Partners of Reliance Realty LLP, their share of profit from the Reliance Realty LLP

for each of the above mentioned cases A, B and C will be exempt from tax under section 10(2A) of

the Income Tax Act, 1961

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Liquidity and Transfer

The Partnership Interest of a Partner in Reliance Realty LLP is transferable. This is on account of either retirement

and/or resignation of a Partner. The Partnership Interest is transferable subject to the prior written consent of the

Managing Partner

It is the responsibility of the Transferring Partner to Identify an Incoming Partner or an Existing Partner. The Managing

Partner, takes no responsibilitywhatsoever for thesame

Upon transfer of the Partnership Interest, the Transferring Partner shall cease to be a partner of the Reliance Realty

LLP

The settlement amount payable by the Reliance Realty LLP to such Transferring Partner shall be discharged by an

incoming partner or an existing partner identified by the Transferring Partner with the prior consent of the Managing

Partner

TheManagingPartner in no wayshallbe liable todischarge thesettlementamount payable to the TransferringPartner


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Confidential Slide

Highest Standards of Governance Governance

A Governance Committee with 2 external membersto ensurehigheststandards of governance

The committee would provide its perspective and non-binding counsel to the Managing Partner on matters which may

include

choices of potential projectsfor acquisitionand participation

outlookon exit s and divestmentsfrom existingprojects

StatutoryAuthority

RelianceRealtyLLP is a bodycorporateduly registeredunder theLLP Act, 2008

RelianceRealty LLP and its affairs are subject to administrative oversightof theMinistry of CorporateAffairs

The provisions of the LLP Act require LLPs to file various documents, including among others, documents like

Statement of Account and Solvency (SAS) and Annual Return (AR) and notices in respect of changes among

partnersetc. within the time specifically indicated in relevantprovisions

Offences and penalties arising out of the non-compliance with the provisions of the LLP Act have been prescribed in

the substantiveprovisionsof the LLP Act and mechanism for redressal of grievanceshavebeenprovided therein

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Confidential Slide

Highest Standards of Transparency & Disclosure Periodic Disclosures

The partners of Reliance Realty LLP will receive Individual account statements as well as the LLP Financials including

Profit& LossAccount, BalanceSheet and Schedulesannually

Best Practices

Theentireaccounting,custodyand administration of theLLPwouldbe undertakenbyan independentthirdparty agency

Deutsche Investor Services Pvt Ltd, who is the market leader in providing such services, has been appointed for thesame

Reliance Realty LLP has appointed BSR& Associates (oneof Big fiveauditf irms)as the Statutory Auditors

Valuation

The valuation of the physical assets of the underlying projects would be undertaken by independent third partyInternational ProjectConsultants.

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Governance Committee Member Profiles

MrP P Vora

Mr P P Vora, has acted as Chairman and Managing Director for three public limited companies viz. National Housing Bank ,Industrial DevelopmentBankof Indiaand Fertilizers& ChemicalsTravancore Ltd

He wasalso associated with State Bank of India, where he spent a decade

He is a member of Expert Advisory Committee constituted by Government of India for rejuvenation of Housing and UrbanDevelopmentCorporation (HUDCO)

He is currentlyon the Boardof RelianceHome Finance Limited,among variousothercompanies

Mr V K Chopra

MrV K Chopra,is a veteran banker having an overallexperience of more than 40 years

He has served as Chairman and Managing Director of Corporation Bank and SIDBI and Executive Director of Oriental Bankof Commerce

He is anEx-WholeTime Member of SEBI Board

He has Directorships with m any companies including J. P. Associates Limited, Pantaloon Retail India Limited, Milestone

Capital AdvisorsLimited andDewan Housing and Finance Limited


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Reliance Realty LLP Fundamentals

Reliance Realty Fundamentals set out in a separate annexure titled LLP Fundamentals are incorporated in

this LLP Memorandum by reference, and shall form, and be deemed to form, an integral part of this LLPMemorandum


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Risk Factors- There exist a material possibility of Reliance Realty LLP incurring losses resulting in partial or total loss of the Partners Capital Contribution and there is noassurance that the LLP may make prof its or that it will not incur losses. Neither the Managing Partner nor the Adv isor provides any assurance or guarantee as

to the return on, or refund of, the Partners Capital Contribution.

- Risks Inherent to the Real Estate related business such as project location, macro & micro economic conditions, local economic conditions, etc. may adverselyaff ectt he businessof Reliance Realty LLP.

- Fact ors affect ing Real Estate Business such as quality of dev eloper and the developed property, increase in operating cost, land use and zoning restrictions etc.impacts the RealEstate value creation.

- Inability to consummate projects and undertake the business proposed on favorable terms may affect the financial stability, cash flows, results of operation ofReliance Realty LLP.

-Adv erseconditions in f inancialmarket may have a materialadverseeffecton the v alue andreturns to the Partners of Reliance Realty LLP

- Real Estate investments typically are illiquid and requires a long-term commitment with no certainty of returns. The Eligible Persons who agree t o becomePartners of Reliance Realty LLP should be prepared to continue as partners of Reliance Realty LLP throughout its term, and must have the ability to meet theircommitment obligations to Reliance Realty LLP with the knowledge that their Partnership Interest in Reliance Realty LLP may not be an acceptablesecurity f or

any borrowing.

- Const ruct ion and dev elopment projects are subject to cost ov erruns, third-party performance issues, availability and costs of materials and labour, which mayadversely affect the interestof the Partners of RelianceRealty LLP.

- Changes or particular ev ents may affect t he financial performance of a Project where Reliance Realty LLP has legal, economic and benef icial interest throughparticipation.

- Losses suchas earthquake, flood, hurricaneor act of war may beuninsurable or insurable at excessive premium.

- Delay inobtaining the necessary government approvals may delay the execution of real estate projects.

- Risk associated with compliance of landuse regulation and any changes/ amendment therein.

- Risk associated with titlec learance,as title recordsprovideonly forpresumptive title rather thana guaranteedt itleto the land

- Leasing delay s and tenant bankruptcies could affect the performance of Reliance Realty LLP.

- Polluter Pay s principle in the sphere of Environmental Laws couldaffect the performanceof RelianceRealty LLP

- Public Interest litigation in India often delaysthe RealEstatedevelopment projects.


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Risk Factors- Highcost of land in the metro cities increasesthe overall cost of the projectthus increases the riskof RelianceRealty LLP

- Cancellation of pre-saleunder-construction property by the purchasersmay affect the financials tability and performance of Reliance Realty LLP.

- Sudden global economic and financial meltdown may lead to significant decline in employment, household wealth, consumer demand and lending and thus affectthe f utureperformanceof RelianceRealty LLP.

- Debt F inancing Risks may lead to insufficient cash f lows after debt service, refinancing at a possible higher rate of interest, forec losure of property resulting inconsequential loss of income and asset value of Reliance Realty LLP.

- Highinf lationm ay lead to rising operating or construction costs andreducingthe returns to RelianceRealty LLP from itsbusiness.

- Reliance Realty LLP established under the LLP Act, 2008 would not be registered with SEBI, RBI or any other gov ernmental authority. Accordingly, the Partners

of Reliance Realty LLP would not have recourse to regulatory oversight of SEBI or RBI with reference to t he operations of Reliance Realty LLP. No gov ernmentauthority has confirmed the accuracy ordetermined the adequacy of thisLLP Memorandum.

- Legal, t ax and regulatory changes may occur during the term of Reliance Realty LLP, which could have an adverse effect on Reliance R ealty LLP and itsPartners.

- Neither Reliance Realty LLP nor its Managing Partner has any operating history of running a real estate business in India. There can be no assurance that thepast performance of Reliance Realty LLP or the Managing Partner or their aff iliates, is or will be indicative of the future results of partnering with Reliance RealtyLLPand there can be noassurance that RelianceRealty LLPwill achieve itsst ated objectives.

- The ability to transfer of Partnership Interest is subject to the terms stipulated in the LLP Agreement and therefore limited. And, in absence of any market f or itstransf er the Partnership Interest is inherently illiquid.

- Limitations on exercise of VotingRights to the Partners on mattersaffectingt heir interests in RelianceRealty LLP.

- Partners obligation to satisfy the Capital Callsshall not in any way be contingent upont he performance andprospects of RelianceRealty LLP.

- Partners have no participation in management, operations and administration of the Business of R eliance Realty LLP, as these are delegated to the ManagingPartnerunder the LLP Agreement of Reliance Realty LLP.

- Reliance Realty LLP and the Managing Partner may be, engaged in a broad spectrum of activities including in the Real Estate sector. There may be instancesandtransactions wherethe interests of the ManagingPartner conflicts with the interests of the LLPand the other Partners.


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Disclaimers This LLP Memorandum is confidential and is intended only for the personal use of the prospective partners to whom it is addressed

or delivered and must not be reproduced or redistributed in any form to any other person without the Manag ing Partner s prior writtenconsen t. This document does not purpor t to be all-inclusive nor does it contain all of th e information which a prospective partner may

desire.

This LLP Memorandum is neither a general offer or solicitation to become a Partner of Reliance Realty LLP, nor an offer to sell or a

generally solicitan offer to become a Partner of RelianceRealty LLP.

The contents of this LLP Memorandum are provisional and may be subject to change. In the preparation of the material contained in

this LLP Memorandum, the Managing Partner has used information that is publicly available, certain research reports including

information developed in-house. The Managing Partner warrant that the contents of this LLP Memorandum are true to the best of its

knowledge,h oweverassumen o liability fo rthe relevance,accuracyor completeness of the contents therein.

The delivery of this LLP Memorandum at any time does not imply that information herein is correct as of any time subsequent to its

date and the Managing Partner (including its affiliates) and any of its directors, officers, employees and other personnel will not

accept any liability, loss, damage of any nature, including but not limited to direct, indirect, punitive, special, exemplary,consequential,as also any lossof profit in any way arising fromthe useof thisdocument in any mannerwhatsoever.

This LLP Memorandum may include certain statements which contain words or phrases such as believe, expect, anticipate,

estimate, intend, plan, objective, goal, project and similar expressions or variations of such expressions that are forward-

looking statements. Actual results may differ materially f rom those suggested by the fo rward-looking statements due to risks,

uncertaintiesor assumptions.

This LLP Memoran dum canno t be copied, reproduced, in whole or in part or otherwise distributed without prior written approval of the

Managing Partner.

The business proposed to be carried out by Reliance Realty LLP are subject to several risk factors including but not limited to the

tenancy risk, project opportunity risk, development risk, leverage risk, defaulting contributors risk, tax issues, exit risk, liquidity risk

and overall market risks. The recipient alone shall be ful ly responsible/are liable for any decision taken on the basis of this LLP

Memorandum.

Prospective partners are advised to review this LLP Memorandum, the Limited Liability Partnership Agreement and other related

documents carefully and in its entirety. Prospective partners should make an independent assessment, and consult their own

counsel, business advisor and tax advisor as to legal, business and tax related matters concerning this LLP Memorandum, before

becoming a partner of RelianceRealty LLP.

The information contained in this LLP Memorandum has been prepared for general guidance and does not constitute a professional

advice and no person should act upon any information contained herein without obtaining specific professional advice. Neither the

Managing Partner nor its Affiliates or advisors would be held responsible for any reliance placed on the con tent of this LLP

Memorandum or for any decision basedo n it.

Each prospective partner, by accepting delivery of this LLP Memorandumagrees to the fo regoing.

llp memorandum 28-346

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