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HIGHLIGHTS

A Mutual Fund - sponsored by Tata Sons Limited (TSL) and TataInvestment Corporation Limited (TICL).

The Scheme is managed by Tata Asset Management Pvt. Ltd. (TAMPL).

The fund was launched as a close ended Equity Scheme in July 1994 .The duration of this scheme is till 30th June 2004, as a close endedscheme. The scheme was launched by Indian Bank Mutual Fund underits banner as a closed ended equity scheme. With effect from 22.11.2001the scheme is managed by TAMPL. The scheme with effect from 31stMarch 2004, shall become open ended and will be offered at NAV basedprice with applicable loads.

W.e.f. from 31.03.2004 this Offer Document replaces the earlier offerdocument of Tata Ind Navratna.

Investments in equity and equity related instruments of well researchedgrowth oriented companies.

The Benchmark Index for the Scheme is BSE SENSEX.

Options for making investmentOption A – DividendDividend if any, shall be declared at the discretion of the Trustees fromtime to time.

Option B – Growth (Appreciation/Bonus)The fund does not assure any targeted annual income to the unitholders.There will be no distribution of dividend under this option. Earnings of thescheme will be reflected in the NAV may be capitalised by way of allotmentof bonus unit.There will be a common portfolio for both the Options.Minimum investment Rs. 5,000/- and in multiples of Re. 1/-. For additionalinvestment it will be Rs. 1,000/- and in multiple of Re.1/-.Minimum balance to be maintained is Rs. 5,000/- and or 500 units.Scheme also open for subscription by NRIs.Scheme offers Systematic Investment Plan/Systematic Withdrawal Plan/Dividend Reinvestment facility to the Investors.Transparency of operations : Determination of Net Asset Value (NAV) onall business days, and full disclosure of portfolio half-yearly.Investments in the Scheme are exempt from Wealth Tax under theprevailing direct tax laws.Repurchase/ Resale/Switch will be at Net Asset Value (NAV) relatedprices with loads as applicable.Applicable Load : Entry Load : NIL Exit Load 2% if redeemed within 1year from the date of allotment. Rs. Nil if redeemed after 1 year from thedate of allotment.

Income of the Fund totally exempt from income tax under Section 10(23D) of the Income Tax Act, 1961.No tax deduction at source on redemption amounts for Resident Investors.Tata Growth Fund

A. STANDARD RISK FACTORSMutual Funds and securities investments are subject to market risks andthere can be no assurance and no guarantee that the Scheme will achieveits objective.

As with any investment in stocks, shares and securities, the NAV of theUnits under this Scheme can go up or down, depending on the factorsand forces affecting the capital markets.

Past performance of the previous Schemes, the Sponsors or its Group/Affiliates is not indicative of and does not guarantee the future performanceof the Scheme.

Tata Growth Fund is only the name of the Scheme and does not in anymanner indicate either the quality of the Scheme, its future prospects orthe returns. Investors therefore are urged to study the terms of the Offercarefully and consult their Investment Advisor before they invest in theScheme.

B. SCHEME SPECIFIC RISK FACTORSLiquidity and Settlement RisksThe liquidity of the Scheme’s investments may be inherently restricted by tradingvolumes, transfer procedures and settlement periods. From time to time, theScheme will invest in debt and/or government securities based on certain

investment parameters as adopted internally by AMC. The Scheme may havedifficulty in disposing of certain securities due to extreme volatility or unusualconstriction in market volumes, due to greater price fluctuations (market risks)there may be a thin trading market, different settlement periods and transferprocedures for a particular security at any given time. Settlement if accomplishedthrough physical delivery of stock certificates, is labour and paper intensiveand may affect the liquidity. It should be noted that the Fund also bears the riskof purchasing fraudulent or tainted papers. The (secondary) market for corparatebonds/debentures does exist, but is generally not as liquid as the secondarymarket for other securities, particularly for smaller lots. Reduced liquidity inthe secondary market may have an adverse impact on market price and theScheme’s ability to dispose of particular securities, when necessary, to meetthe Scheme’s liquidity needs or in response to a specific economic event, orduring restructuring of the Scheme’s investment portfolio. Furthermore, fromtime to time, the Asset Management Company, the Custodian, the Registrar,any Associate, any distributor, dealer, any company, corporate bodies, trusts,any retirement and employee benefit funds of any associate or otherwise anyscheme / mutual fund managed by the Asset Management Company or byany other Asset Management Company may invest in the Scheme. While atall times the Trustee Company and the Asset Management Company willendeavour that excessive holding of Units in the Scheme among a fewUnitholders is avoided, however, the funds invested by these aforesaid personsmay acquire a substantial portion of the Scheme’s outstanding Units andcollectively may constitute a majority unitholder in the Scheme. Accordingly,redemption of Units held by such persons may have an adverse impact on thevalue of the Units of the Scheme because of the timing of any such redemptionsand may impact the ability of other Unitholders to redeem their respective Units.

Regulatory RisksTo the best of the knowledge and belief of the Directors of the TrusteeCompany, information contained in this Offering Circular is in accordancewith the SEBI Regulations and facts and does not omit anything likely tohave a material impact on the importance of such information.

Neither this Offering Circular nor the Units have been registered in anyjurisdiction. The distribution of this Offering Circular in certain jurisdictionsmay be restricted or subject to registration requirements and, accordingly,persons who come into possession of this Offering Circular are required toinform themselves about, and to observe, any such restrictions. No personsreceiving a copy of this Offering Circular or any accompanying applicationform in any such jurisdiction may treat this Offering Circular or such applicationform as constituting an invitation to them to subscribe for Units, nor shouldthey in any event use any such application form, unless in the relevantjurisdiction such an invitation could lawfully be made to them and suchapplication form could lawfully be used without compliance with anyregistration or other legal requirements. Accordingly, this Offering Circulardoes not constitute an offer or solicitation by anyone in any jurisdiction inwhich such offer or solicitation is not lawful or in which the person makingsuch offer or solicitation is not qualified to do so or to anyone to whom it isunlawful to make such offer or solicitation. It is the responsibility of any personsin possession of this Offering Circular and any persons wishing to apply forUnits pursuant to this Offering Circular to inform themselves of, and to observe,all applicable laws and Regulations of such relevant jurisdiction.

Prospective investors should review / study this Offering Circular carefullyand in its entirety and shall not construe the contents hereof or regard thesummaries contained herein as advice relating to legal, taxation, or financial/ investment matters and are advised to consult their own professionaladvisor(s) as to the legal or any other requirements or restrictions relating tothe subscription, gifting, acquisition, holding, disposal (sale, transfer, switchor redemption or conversion into money) of Units and to the treatment ofincome (if any), capitalisation, capital gains, any distribution, and other taxconsequences relevant to their subscription, acquisition, holding,capitalisation, disposal (sale, transfer, switch or conversion into money) ofUnits within their jurisdiction of nationality, residence, domicile etc. or underthe laws of any jurisdiction to which they or any managed funds to be used topurchase/gift Units are subject, and (also) to determine possible legal, tax,financial or other consequences of subscribing / gifting to, purchasing orholding Units before making an application for Units.

No person has been authorised to give any information or to make anyrepresentations not confirmed in this Offering Circular in connection with theInitial Offer / Subsequent Offer of Units, and any information orrepresentations not contained herein must not be relied upon as having beenauthorised by the Mutual Fund or the Asset Management Company or theTrustee Company. Statements made in this Offering Circular are based onthe law and practice currently in force in India and are subject to changetherein. Neither the delivery of this Offering Circular nor any sale made

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hereunder shall, under any circumstances, create any impression that theinformation herein is correct as of any time subsequent to the date hereof.

Investment RisksThe value of, and income from, an investment in the Scheme can decreaseas well as increase, depending on a variety of factors which may affect thevalues and income generated by the Scheme’s portfolio of securities. Thereturns of the Scheme’s investments are based on the current yields of thesecurities, which may be affected generally by factors affecting capital marketssuch as price and volume, volatility in the stock markets, interest rates,currency exchange rates, foreign investment, changes in Government andReserve Bank of India policy, taxation, political, economic or otherdevelopments closure of the Stock Exchanges etc. Investors shouldunderstand that the investment pattern indicated, in line with prevailing marketconditions, is only a hypothetical example as all investments involve risk andthere can be no assurance that the Scheme’s investment objective will beattained nor will the Scheme be in a position to maintain the model percentageof investment pattern particularly under exceptional circumstances such thatthe interest of the Unitholders are protected.

The Scheme will endeavour to invest in highly researched growth companies.However the growth associated with equities is generally high as also theerosion in the value of the investments/portfolio in the case of the capitalmarkets passing through a bearish phase is a distinct possibility. The NAV ofthe scheme is largely dependent on the performance of the companies andthe sectors wherein the investment has been made.

The scheme may also invest in overseas financial assets (please refer toInvestment Pattern) subject to approval by the concerned regulatoryauthorities in India. To the extent that the assets of the scheme will be investedin securities denominated in foreign currencies, the Indian Rupee equivalentof the net assets, distributions and income may be adversely affected bychanges in the value of certain foreign currencies relative to the Indian Rupee.The repatriation of capital to India may also be hampered by changes inregulations concerning exchange controls or political circumstances as wellas the application to it of other restrictions on investment. In addition, countryrisks would include events such as introduction of extraordinary exchangecontrol, economic deterioration and bi-lateral conflict leading to immobilisationof the overseas financial assets.

Securities Lending RisksIt may be noted that this activity would have the inherent probability ofcollateral value drastically falling in times of strong downward market trends,resulting in inadequate value of collateral until such time as that diminutionin value is replenished by additional security. It is also possible that theborrowing party and/or the approved intermediary may suddenly suffer severebusiness setback and become unable to honour its commitments. This, alongwith a simultaneous fall in value of collateral would render potential loss tothe Scheme. Besides, there can also be temporary illiquidity of the securitiesthat are lent out and the scheme may not be able to sell such lent outsecurities.

Interest Rate RiskAs with debt instruments, changes in interest rate may affect the Scheme’snet asset value as the prices of instruments generally increase as interestrates decline and generally decrease as interest rate rise. Prices of long-term securities generally fluctuate more in response to interest rate changesthan do short-term securities. Indian debt and government securities marketscan be volatile leading to the possibility of price movements up or down infixed income securities and thereby to possible movements in the NAV.

Credit RiskCredit risk or Default risk refers to the risk that an issuer of a fixed incomesecurity may default (i.e. the issuer will be unable to make timely principaland interest payments on the security). Because of this risk corporatedebentures are sold at a higher yield above those offered on GovernmentSecurities which are sovereign obligations and free of credit risk. Normally,the value of a fixed income security will fluctuate depending upon the changesin the perceived level of credit risk as well as any actual event of default. Thegreater the credit risk, the greater the yield required for someone to becompensated for the increased risk.

Reinvestment RiskThis risk refers to the interest rate levels at which cash flows received fromthe securities in the schemes are reinvested. The additional income from

reinvestment is the “interest on interest” component. The risk is that the rateat which interim cash flows can be reinvestment may be lower than thatoriginally assumed.

Risks associated with DerivativesDerivative products are specialised instruments that require investmenttechniques and risk analysis different from those associated with stocks andbonds. Derivatives require the maintenance of adequate controls to monitorthe transactions entered into, the ability to access the risk that a derivative addto the portfolio and the ability to forecast price of interest rate movementscorrectly. There is a possibility that a loss may be sustained by the portfolio asa result of the failure of another party (usually referred to as the “counterparty”)to comply with the terms of the derivatives contract. Other risks in usingderivatives include the risk of mis-pricing or improper valuation of derivativesand the inability of derivatives to correlate perfectly with underlying assets,rates and indices.

Compulsory Winding Up :As per SEBI Circular SEBI/MD/CIR No. 10/22701/03 dated Dec12th 2003 1)Eachscheme and individual plans under the schemes should have a minimum of 20investors and no single investor should account for more than 25% of the corpusof such scheme/plan(s). In case of open ended schemes in case of nonfulfillment of either of the conditions above a three month time period or theend of succeeding calendar quarter whichever is earlier from the close of theIPO of open ended schemes will be available to balance and to ensurecompliance with these two conditions failing which the provisions of Regulation39 (2) (c) of SEBI (MF) Regulations 1996 would become applicableautomatically without any reference from SEBI. Accordingly schemes / planswould be wound up by following the guidelines laid down by SEBI. After theIPO and the three months balancing period in each subsequent calendar quarterthereafter on an average basis the schemes the schemes /plans should meetwith both the conditions mentioned above. The average would be calculatedon the basis of number of investors as at the end of the business hours of thescheme on a daily basis. The average would be calculated at the end of eachcalendar quarter

Some Important Definations1 “Net Assets” Net Assets of the Scheme / Fund at any time shall be the

total value of the Fund’s assets, less its liabilities taking into considerationthe accruals and the provisions.

2 “Year” A Year shall be full English Calendar months viz. 12 months.

3 “Calendar Year” A Calendar Year shall be full English Calendar monthsviz. 12 months commencing from 1st January and ending on 31stDecember.

4 “Financial Year” A Financial Year shall be full English Calendar monthsviz. 12 months commencing from 1st April and ending on 31st March.

5 “Day” Any day as per English Calendar viz. 365 days in a year.

6 “Business Day” Any day on which the Mumbai Head Office of TataAsset Management Pvt. Limited is open for business purposes and theBanks in Mumbai/RBI clearing is functional.

7 “Business Hours”

Upto 3.00 p.m. on all business days.

8 “Resident” A resident means any person resident in India under theForeign Exchange Management Act, 1999 and under the Income TaxAct,1961, including amendments thereto from time to time.

9 “Non- Resident” Any person who is not a resident in India.

DUE DILIGENCE BY THE ASSET MANAGEMENT COMPANY

The asset management company has exercised due diligence while preparing theoffer documents and has submitted a due diligence certificate to SEBI for each ofthe schemes in the format prescribed by SEBI. Investors may refer to the appropriateoffer document for the contents of the due diligence certificate.

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EXPENSES

A. Unitholder Transaction Expenses

Type of Transaction Levy upto% of NAV

Maximum Sales Load imposed on Resale 7%Sales Load on issue of units in lieu ofdividends (as % of NAV) 0%Contingent Deferred Sales Load NilMaximum Redemption / Repurchase Load 7%Maximum Switchover Load 7 %

As per SEBI specified limits; the repurchase price shall not be lower than 93 %of the NAV, the sale price will not be higher than 107 % of the NAV and furtherthe difference between the sale and repurchase price shall not exceed 7 %calculated on the sale price.

Applicable Loads:

Entry load : Nil

Exit load : 2% if redeemed within 1 year from the date of allotment. Rs. Nil ifredeemed after 1 year from the date of allotment.

Entry and Exit Loads are subject to change at the descretion of theTrustees/AMC.The AMC reserves the right to change/modify entry/exit/switchover load(including zero load), depending upon the circumstances prevailing at anygiven time. However any change in the load structure shall be applicable onprospective investment only. The AMC may charge an entry/exit load for switchof units one plan/option to another plan/option within the scheme(s) to and/orswitch over load depending upon the circumstances prevailing at any giventime. The switchover load may be different for different plans/options and theswitchover load may be different from the entry and /or exit load charged forsale and/or repurchasde units. The load charged could also be different asregards the amount/tenor of investment, etc.

All loads including CDSC for each scheme shall be maintained in a separateaccount and may be utilized towards meeting the selling and distributionexpenses. Any surplus in this account may be credited to the scheme, wheneverfelt appropriate by the AMC.

B) Initial Issue expensesPresent SchemeBeing exsting scheme there shall not any initial issue expenses. Howeverexpenses on conversion of the scheme to an open ended scheme will be chargeto the scheme within the overall permissible limit of annual recurring expenses

Initial Issue Expenses for the schemes launched in last 1 year:

Estimated as per Actuals as perScheme Name Offering Circular Audited Accounts

Rs. in % of Rs. in % ofLakhs Targeted Lakhs Resources

Amount Mobilised

Tata Fixed Horizon Fund 2.15 1.65 0.25 0.49Borne by the AMC.launched on10th January, 2003.Tata Index Fund 3.00 3.00 2.00 0.25Borne by the AMC.launched on 20th February, 2003.Tata Dynamic Bond Fund 2.15 2.15 0.05 0.03Borne by the AMC. launched on 1st September, 2003.Tata Floating Rate Fund 2.15 2.15 0.05 0.03Borne by the AMC.launched on 12th December, 2003.Tata MIP Plus Fund 15.08 4.00 5.57 1.48

Borne by the Scheme.

Launched on 27th Janaury, 2004.

C. Annual Scheme Recurring ExpensesThe ongoing fees and expenses of operating the Scheme on an annual basis(including for the initial offering period) expressed as a percentage of theamount of the Scheme’s daily average net assets are estimated to be asfollows :

Annual Scheme Recurring Estimates (%)

Investment Management Fees 1.25

Trustee Fees 0.05

Custodian Expenses 0.18

Registrar Expenses 0.20Marketing & Selling expenses(including agents commission) 0.57

*Other operating expenses 0.25

Total 2.50

* (For other operating expenses refer to the detailed note in Item 4 below):

1. Investment Management FeesInvestment Management fees charged by TAMPL shall be 1.25% of thedaily average net assets for net assets upto Rs. 100 crores and 1.00% ofthe daily average net assets on the balance amount above Rs. 100 crores.This fee is in conformity with SEBI Regulations & shall be payable monthlyin arrears. TAMPL shall not charge any fees on its investment in Units ofthe Funds/Schemes/Plans in TMF or any other Mutual Fund.

2. Trustee FeesThe Trustee Company shall be entitled to a fee of 0.05% of the daily averagenet assets of the corpus or a sum of Rs. 5 lacs per annum, whichever ishigher, payable annually in arrears or at such intervals as may be decidedfrom time to time.

3. Custodian/Registrar Fees:For Custodian’s and the Registrar & Transfer Agent’s Fees, see clause(s)“The Custodian” and “The Registrar” in “Management of the Fund”.

4. Other Operating Expenses:According to Regulation 52 (4)(b) of SEBI (Mutual Funds) Regulations 1996,other operating expenses inter alia includes (and expressed as a percentageof the amount of daily net assets):

Estimates (%)

Brokerage & Transaction cost 0.10

Audit Fees 0.01

Bank Charges 0.03

Cost of providing account statement,redemption cheques / dividend warrants, etc. 0.05

Costs of statutory advertisements 0.06

Total 0.25

The above estimates of annual Scheme recurring expenses have been madein good faith as per the information available to the Asset ManagementCompany and are subject to change as per actuals. The said estimates havebeen given to assist the Unitholder in understanding the various costs andexpenses that an Unitholder in the Scheme will bear directly or indirectly.However, the annual total of all charges and expenses of Tata Mutual Fund,except for brokerage, commission, stamp duties and other (transaction)expenses directly associated with the purchase, sale and registration oftransfer of TMF’s investment/securities and except for expenses associatedwith the initial offer of Units of the Scheme, and except for selling expenseswhich are directly met / set off against sale & redemption load (as stated inthe clause on Unitholder Transaction Expenses) shall be subject to thefollowing limits:

On the first Rs.100 Crores of the average daily net assets: 2.50%

On the next Rs.300 Crores of the average daily net assets: 2.25%

On the next Rs.300 crores of the average daily net assets: 2.00%

On the balance of the assets: 1.75%

The above is the maximum limit under Regulation 52 (6) of the SEBI (MutualFunds) Regulations, 1996. The Fund will strive to reduce the level of theseexpenses so as to keep them well within the maximum limits allowed by SEBIand any expenditure in excess of the above limits shall be borne by Tata Asset

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Sr. Historical Per Unit Statistics TMIF* TIF(RQ/AD)*No. 29/02/04 31/03/03 31/03/02 31/3/01 29/02/04 31/03/03 31/03/02 31/3/01

1 NAV at the beginning ofthe year/period 10.69 10.42 10.34 10.48 (RQ) 10.48 10.25 10.34 10.48

(AD) 11.45 10.65 18.25 –

2 Net Income per unit 0.23 2.12 0.23 # 0.96 1.31 0.30 #

3 Dividends M(DIV) 0.92 0.84 0.97 0.80 (RQ) 0.55 0.63 1.07 0.75(QTR) 0.00 (AD) 1:1 – (AD) 7.00 –(APP) 0.00 0.45

4 Transfer to reserves (if any) – – – – – – –

5 NAV at the end of the year M(DIV) 11.47 10.69 10.42 10.34 (RQ) 10.45 10.49 10.25 10.34(QTR) 11.70 (AD)12.44 11.45 10.65 –(APP) 12.18

6(a) Annualised returns (%) (CAGR) (DIV) 11.55 9.62 8.86 6.64* (RQ) 8.32 8.36 8.01 6.08*(QTR) 0.36* (AD) 8.37 8.11 0.35* –(APP) 7.55*

6(b) Benchmark returns (%) (QTR) 1.20* – – – (RQ) N.A. – – –(APP) 8.51* (AD) N.A.

Crisil MIP Blended Index Crisil Bond Fund Index

7 Net Assets at the end of the 428.51 10.86 – – 35605 212.57 38.73 –period (Rs. Crores)

8 Ratio of Recurring Expenses 1.92 1.69 – – 1.95 1.80 2.08 –to Avg. Net Assets (%)

* Absolute return# was part of Tata Income Fund. Net income per unit of Tata Income Fund is Rs. 1.69

Sr. Historical Per Unit Statistics TSTBF TIFN TIFSNo. 29/02/04 31/03/03 29/02/04 31/03/03 29/02/04 31/03/03

1 NAV at the beginning of the year/period R-10.53 10.00 (NA) 9.25 10.00 SA-9.26 10.00

G-10.63 – (NB) 9.23 SB-9.26

2 Net Income per unit 1.03 2.21 0.32 (0.01) 8.46 (0.03)

3 Dividends 0.40 – 6.00 0.00 2.50 –

4 Transfer to reserves (if any) – – – – – –

5 NAV at the end of the year R-10.63 R-10.53 (NA) 11.88 NA-9.25 SA-14.68 SA-9.27

G-11.10 G-10.55 (NB)16.92 NB-9.23 SB-17.30 SB-9.26

6(a) Returns (%) (CAGR) R 6.49 5.29* NA-68.33* (7.48)* SA-70.60 (7.36)*

G 6.94 5.46* NB-68.28 SB-72.00 –

6(b) Benchmark returns 5.85 4.19* 69.57 (7.33)* 71.67 (7.11)*

Crisil Short Term Bond Index S&P NIFTY BSE SENSEX

7 Net Assets at the end of 156.84 60.56 136.91 6.55 2.47 10.62the period (Rs. Crores)

8 Ratio of Recurring Expenses 0.89 0.90 NA-1.50 NA-1.50 SA-1.50 SA-1.50to Avg. Net Assets (%) NB-0.75 NB-0.75 SB-0.75 SB-0.75

* Absolute return

Management Private Limited and/or Tata Trustee Company Private Limited.Besides only those expenses as given above under the clause “Annual SchemeRecurring Expenses”. shall be charged to the Scheme.

Condensed Financial Information for the schemes launched during thelast three financial years

Date of allotment : TBF (8/10/95), TYCF (14/10/95), TTSF (1/4/96), TSSF (24/5/96), TIFR & TIFA (2/5/97), TIFQ and TIFM (27/4/2000), TPEF (7/5/98), TLSTF(18/6/99), TLFR (2/8/99) & TLFA (30/8/98), TGSFR & TGSFA (4/8/99) TLSP1(8/12/2000), TLSP2 (3/1/2001), TSTBF (12/08/02), TIPF(2/12/02), Tata IndexFund (TIF) (4/03/03), TDBF (03/09/03), TFRF (22/12/03), TMPF (17/03/04).

TBF-Tata Balanced Fund, TYCF -Tata Young Citizens’ Fund, TTSF-Tata TaxSaving Fund, TSEF -Tata Select Equity Fund, TIFR-Tata Income Fund (Half-

Yearly Income Option), TIFQ-Tata Income Fund (Quarterly Income Option),TIFM-Tata Income Fund (Monthly Income Option),TIFA-Tata Income Fund(Appreciation Option), TPEF-Tata Pure Equity Fund, TLSTF-Tata Life Sciences& Technology Fund, TLFR-Tata Liquid Fund (Regular Income Option), TLFA-Tata Liquid Fund (Appreciation), TGSFR-Tata Gilt Securities Fund (RegularIncome Option), TGSFA-Tata Gilt Securities Fund (Appreciation Option),TSTBFR-Tata Short Term Bond Fund (Regular Income), TSTBFA- Tata ShortTerm Bond Fund (Appreciation Option), TIPF(A) - Tata Income Plus FundOption A, TIPF(B) - Tata Income Plus Fund Option B, Tata Fixed HorizonFund – TFHF, Tata Monthly Income Fund - TMIF, TIF - Tata Index Fund, TDBF- Tata Dynamic Bond Fund, TFRF- Tata Floating Rate Fund, TMPF - Tata MIPPlus Fund.

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Sr. Historical Per Unit Statistics TIPFNo. 29/02/04 31/03/03

1 NAV at the beginning of the year (RIR) 10.25 –(RIA) 10.23 –(HIR) 10.25 –(HIA) 10.25 –

2 Net Income per unit 1.11 0.39

3 Dividends RIR-0.79 –HIR-0.79 –IIR-0.51 –

4 Transfer to reserves (if any) – –

5 NAV at the end of the year (RIR)10.22 RIR-10.2466(RIA) 11.12 RIA-10.2342(HIR) 10.23 HIR-10.2489(HIA) 11.15 HIA-10.2475(IIR) 10.60 –(IIA) 11.18 –

6(a) Annualised returns(%) (CAGR) (RIR) 7.29 RIR-2.47*(RIA) 8.44 RIA-2.34*(HIR) 7.84 HIR-2.49*(HIA) 8.65 HIA-2.47*(IIR) 5.41* –(IIA) 6.02* –

6(b) Benchmark returns(%) (RIR, RIA 8.39 3.28*(Crisil Bond Index) HIR, HIA)

(IIR, IIA) 5.59*7 Net Assets at the end of the

period (Rs. Crores) 195.12 100.118 Ratio of Recurring Expenses to

Avg. Net Assets (%) (Annualised) 1.37 1.50

* Absolute return** all returns are compounded annualised unless stated otherwise while calculating returns, dividend distribution tax is excluded except for Income Fund

Appreciation Periodic Dividend plan (i.e. TIFAD).Data for Crisil Bond Fund Index, Crisil Liquid Fund Index, Crisil Balanced Fund Index and Crisil MIP blended index were not available prior to 30th March, 2002.

No Schemes of Tata Mutual Fund have resorted to borrowing during the last financial year i.e. FY 2002-2003

2000 assignments including macro and micro economic studies in allsectors.

3. Tata Financial Services(TFS) provides a wide range of financial servicesto Tata Companies.

4. Tata Quality Management Service (TQMS) renders services to TataCompanies in the implementation of the Tata Business Excellence Module(TBEM)

Financial performance of TSL(Rs. in crores)

2000-01 2001-02 2002-2003

Total Income 3321.67 4329.53 5158.87

Profit after tax 713.66 863.29 816.84

Preference Share Capital 54.44 54.44 31.25

Equity Share Capital 40.41 40.41 40.41

Free reserves 2602.63 3301.53 3965.98

Net worth 2643.04 3341.94 4006.39

Dividend on Preference Shares 5.44 5.44 4.09

Dividend on Ordinary Shares 80.83 121.24 131.35

Earnings per share (face valueRs.1000 per share) (Rs.) 17510 21226 20107

2. Tata Investment Corporation Limited(TICL)Tata Investment Corporation Ltd. was promoted by Tata Sons Ltd. in 1937,with the main objective of being an investment company, and was initiallycalled The Investment Corporation of India Ltd. It remained closely held till1959, when it was listed on the Bombay Stock Exchange. Over the years,TICL has built up a portfolio of investments of quoted and unquoted securitiesof a book value of Rs. 316.93 crores as on 31st March, 2003. Its realizablevalue of investment as on 31st March, 2003. was Rs. 544.75 crores, spreadover 267 companies.

CONSTITUTION OF TATA MUTUAL FUND

i. Constitution:Tata Mutual Fund (TMF) has been constituted as a Trust in accordance withthe provisions of The Indian Trusts Act, 1882 (2 of 1882) and is registered as aTrust under The Indian Registration Act, 1908. TMF was registered withSecurities & Exchange Board of India (SEBI) and commenced operation bylaunching its first scheme on 30th August 1995. Tata Sons Limited(TSL) andTata Investment Corporation Ltd (TICL)., the Company Sponsors are theSettlors and Tata Trustee Company Private Limited is the Trustee Company.The Trustee Company has appointed Tata Asset Management Private Limited(TAMPL) as the Asset Management Company. TSL and TICL have made anaggregate initial contribution of Rs.1 lac towards setting up of TMF.

Share holding pattern of Tata Asset Management Pvt Ltd (TAMPL) andTata Trustee Company Pvt Ltd (TTCPL)

TAMPL TTCPL

Tata Sons Ltd 67.91% 50%

Tata Investment Corporation Ltd 32.09% 50%

Change in the ConstitutionWith effect from February 25, 2004 TD Bank Financial Group ceased to bethe sponsor of Tata Mutual Fund. The sponsors of Tata Mutual Fund are ;Tata Sons LimitedTata Investment Corporation Limited

ii. The Sponsors:1. Tata Sons Limited (TSL)Tata Sons Limited is the principal investment holding company of TATA. Italso has the following operating consultancy divisions:

1. Tata Consultancy Services(TCS) provides a wide range of services inthe areas of information technology and management consultancy andhas proven experience in offering integrated solutions for various projects.

2. Tata Economic Consultancy Services (TECS) is one of the largesteconomic consultancy organisations in India having undertaken over

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Financial performance of TICL :Last three financial years.

(Rs. in crores)2001 2002 2003 Sept’03

Unaudited

Total Income 44.81 50.33 52.80 47.96

Profit after tax 41.13 43.97 45.82 44.94

Equity Share Capital 16.41 19.69 22.97 22.97

Free reserves 244.16 286.20 325.16 325.16

Net worth/Book 158.79 155.34 151.53 151.53Value per Share

Earnings per share 25.06 24.49 21.71 19.56

Dividend paid (%) 60.00 60.00 60.00 –

iii. The Trustee CompanyConstitutionTata Trustee Company Private Limited, through its Board of Directors, shalldischarge the obligations as Trustee of TMF. The Trustee Company may,amend the terms of the offer of the Units, the terms of the Scheme and theterms of the Fund from time to time as per the provisions contained in SEBIRegulations. The Trustee Company shall be entitled to fees as stated in theclause on “Trustee Fee”. The Trustee Company has appointed TAMPL asthe Asset Management Company, Standard Chartered Bank as the Custodianand CAMS as the Registrar (and Transfer Agent), the details of which aregiven in the Clause “Management of the Fund”.

Share holding pattern of Tata Asset Management Pvt Ltd (TAMPL) andTata Trustee Company Pvt Ltd (TTCPL)

TAMPL TTCPL

Tata Sons Ltd 67.91% 50%Tata Investment Corporation Ltd 32.09% 50%

Board of Tata Trustee Company Private Limited:Mr. S. M. Datta (Chairman), Address:11-A, Mittal Tower, ‘A’ wing, First Floor,Nariman Point, Mumbai 400 021. Status: Independent, Occupation:Industrialist, Other Directorships:Chairman Castrol India Limited, IL&FSVenture Corporation Limited,Philips India Limited, Director Credit Analysisand Research Limited, E. I. D. Parry (India) Limited, Zodiac Clothing CompanyLimited, TIL Limited, Peerless General Finance & Investment Company Limited,BOC India Limited, Goodlass Nerolac Paints Limited, Indian PetrochemicalsCorporation Limited, Ambit Corporate Finance Private Limited, SMDManagement Consultants Private Limited, Woodlands Hospital & MedicalResearch Centre Limited, Other Memberships Chairman - Indian Institute ofManagement, Bangalore, Chairman - Goa Institute of Management, Advisor -Army Group Insurance Fund, Trustee - India Brand Equity Fund Trust, Member- Council of EU Chambers of Commerce, Member – ACME, Chairman - SIESInstitute of Management Studies, Director – Supervisory Board of the EicherGroup of Companies, Governor – Woodlands Hospital & Medical ResearchCentre Limited, Chairman of Governing Board: Indian Institute of HealthManagement Research.

Mr. J. N. Godrej (Director), Address: Pirojshanagar, Vikhroli, Mumbai - 400079, Status: Independent Occupation: Industrialist, Other Directorships:Chairman Geometric Software Solutions Company Limited, Chairman &Managing Director Godrej & Boyce Manufacturing Company Limited, DirectorGodrej Properties & Investments Limited, Godrej Agrovet Limited, Godrej SaraLee Limited, Godrej Foods Limited , Godrej Industries Limited, 3D PLMSoftware Solutions, Godrej Consumer Products Limited, Bajaj Auto Limited,Antrix Corporation Limited, Godrej Investments Private Limited, Lawkim PrivateLimited, Illinois Institute of Technology (India) Private Limited, Godrej(Singapore) Pte. Limited, Godrej (Malaysia) Sdn. Bhd., Godrej (Vietnam)Company Limited, Godrej & Khimji (Middle East) LLC, Muscat, Godrej TeaLtd., Other Memberships Past President & Member of the National Council -Confederation of Indian Industry, Past Chairman of the Western RegionalCouncil - Confederation of Indian Industry, Past President & Member of theExecutive Committee - Indian Machine Tool Manufacturers’ Association,Member of the Governing Council - Central Manufacturing Technology Institute,Bangalore, Founder Member & Member of the Executive Council - Tool GaugeManufacturers’ Association, Past President & Member of the National Council- Confederation of Indian Industry.

Mr. I. Hussain (Director), Address:Tata Sons Limited, Bombay House, 24,Homi Mody Street, Mumbai 400 001.Status: Associate, Occupation:

Industrialist, Other Directorships:Chairman Voltas Limited, Tata FinanceLimited, Director, Tata Sons Limited, Tata Iron & Steel Company Limited,Titan Industries Limited, Tata Inc., Tata Infomedia Limited, Tata TeleservicesLimited, Tata Industries Limited, The India Growth Fund Inc., Tata AIG LifeInsurance Co. Limited, Tata AIG General Insurance Co. Limited, Speech &Software Technologies (India) Pvt. Ltd., Tata Internet Services Limited, IdeaCellular Limited CMC Limited, Videsh Sanchar Nigam Limited, TataTeleservices (Maharashtra) Limited.Dr. N. A. Kalyani (Director), Address: Shangrilla Gardens, B&C Wings, 1stFloor,, Bund Garden Road, Pune 411 001, Status: Independent, Occupation:Industrialist, Other Directorships: Executive Chairman Kalyani Forge Limited,Chairman, Kalyani Securities Private Limited, Shakuntal Engineering &Equipments Private Limited, Kautilya Engineering & Manufacturing PrivateLimited, Gajanan Investment Private Limited, Aboli Investment Private Limited,Zendu Investment Private Limited, Uttara Agro Private Limited, Purva AgroPrivate Limited, Anuradha Agrotech Private Limited, Punarvasu Agro PrivateLimited, Vishakha Agro Private Limited, Kalyani Floritech Private Limited,Ashlesha Agro Private Limited, Uttarashadha Agro Private Limited, DhanishthaAgro Private Limited, Purvashadha Agro Private Limited, Saraswati AgrotechPrivate Limited, Rohini Agrotech Private Limited, Kalyani Agro and ExportsPrivate Limited, Bhadrapada Agro Private Limited, Jeshtha Agro Private Limited,Shattarka Agro Private Limited, Kalyani Horticulture Private Limited, PushyaAgro Private Limited, Bramhaputra Agrotech Private Limited, Jamuna AgrotechPrivate Limited, Chinab Agrotech Private Limited, Director : Kinetic EngineeringCompany Limited, BAIF Laboratories Limited, Kirloskar Oil Engines Limited,Finolex Industries Limited, Finolex Cables Limited, Sudarshan ChemicalIndustries Limited, Lahoti Overseas Limited, Hindustan Construction CompanyLimited, Dronacharya Investment and Trading Private Limited, DandakarayanyaInvestment and Trading Private Limited, Hastinapur Investment and TradingPrivate Limited, Campanula Investment and Finance Private Limited, CornflowerInvestment and Finance Private Limited, Other Memberships : Member -Executive Committee, Mahratta Chamber of Commerce and Industries, PuneMember - Executive Committee, Federation of Indian Chamber of Commerceand Industry Kalyani Institute of Scientific Research, Pune, Kalyani MedicalFoundation, Pune, Kalyani Institute of Poultry Research, Pune.Dr. N. Forbes (Director), Address: Mumbai Pune Road, Kasarwadi, Pune411 034. Status: Independent Occupation: Consulting Professor – StanfordUniversity, U.S.A. & Company Director Other Directorships:Director J. N.Marshall Limited, Spirax Marshall Limited, Forbes Zellweger Analytics PrivateLimited, Forbes Marshall Limited, Krohne Marshall Limited, JNM Systems &Services Limited, Forbes Marshall Arca Limited, Moore Controls Limited,Sempell Valves Limited, Forbessons Tech. Centre Private Limited, NaushadInvestment Limited, Forbes Marshall (Hyderabad). Ltd., KPIT Systems Limited,Farhad Investment Limited, Rapid Effects Private Limited Other MembershipsPresident – CII Poona Consulting Professor, Stanford University, CA, USA.,Trustee- Poona Medical Foundation Ruby Hall Clinic, Poona., Member –University-Industry Co-ordination Committee, Poona.

Summary of Subatantial Provisions of the Trust DeedThe trustees shall ensure before the launch of any scheme that the assetmanagement company has:-

(a) systems in place for its back office, dealing room and accounting:

(b) appointed all key personnel including fund manager(s) for thescheme(s) and submitted their bio-data which shall contain theeducational qualifications, past experience in the securities marketwith the trustees, within 15 days of their appointment:

(c) appointed auditors to audit its accounts:

(d) appointed a compliance officer to comply with regulatory requirementand to redress investor grievances:

(e) appointed registrars and laid down parameters for supervision:

(f) prepared a compliance manual and designed internal controlmechanisms including internal audit systems:

(g) specified norms for empanelment of brokers and marketing agents.

The trustees shall obtain the consent of the unitholders -(a) whenever required to do so by the Board in the interest of the

unitholders: or

(b) whenever required to do so on the requisition made by threefourthsof the unit holders of any scheme: or

(c) when the majority of the trustees decide to wind up or prematurelyredeem the units: or

The trustees shall ensure that no change in the fundamental attributes

7

of any scheme or the trust or fees and expenses payable or any otherchange which would modify the scheme and affects the interest ofunitholders, shall be carried out unless:-

(i) a written communication about the proposed change is sent to eachunitholder and an advertisement is given in one English daily newspaperhaving nationwide circulation as well as in a newspaper published inthe language of the region where the Head Office of the mutual fund issituated; and

(ii) the unitholders are given an option to exit at the prevailing Net AssetValue without any exit load.”

Trustees shall exercise due diligence as under:

A. General Due Diligence(i) the Trustees shall be discerning in the appointment of the directors

on the Board of the asset management company.

(ii) Trustees shall review the desirability of continuance of the assetmanagement company if substantial irregularities are observed inany of the schemes and shall not allow the asset managementcompany to float new schemes.

(iii) The trustees shall ensure that the trust property is properly protected,held and administered by proper persons and by a proper numberof such persons.

(iv) The trustee shall ensure that all service providers are holdingappropriate registrations from the Board or concerned regulatoryauthority.

(v) The trustees shall arrange for test checks of service contracts.

(vi) Trustees shall immediately report to the Board of any specialdevelopments in the mutual fund.

B. Specific Due Diligence:The Trustees shall:(i) Obtain internal audit reports at regular intervals from independent

auditors appointed by the Trustees.

(ii) Obtain compliance certificates at regular intervals from the assetmanagement company

(iii) Hold meeting of trustees more frequently.

(iv) Consider the reports of the independent auditor and compliancereports of asset management company at the meetings of trusteesfor appropriate action.

(v) Maintain records of the decisions of the Trustees at their meetingsand of the minutes of the meetings.

(vi) Prescribe and adhere to a code of ethics by the Trustees, assetmanagement company and its personnel.

(vii) Communicate in writing to the asset management company of thedeficiencies and checking on the rectification of deficiencies.

Notwithstanding anything contained in sub-regulations (1) to (25), thetrustees shall not be held liable for acts done in good faith if they haveexercised adequate due diligence honestly.

The independent directors of the trustees or asset management companyshall pay specific attention to the following, as may be applicable, namely:

(i) the Investment Management Agreement and the compensation paidunder the agreement.

(ii) Service contract with affiliates – whether the asset managementcompany has charged higher fees than outside contractors for thesame services.

(iii) Selection of the asset management company’s independentdirectors.

(iv) Securities transactions involving affiliates to the extent suchtransactions are permitted.

(v) Selecting and nominating individuals to fill independent directorsvacancies.

(vi) Code of ethics must be designed to prevent fraudulent, deceptiveor manipulative practices by insiders in connection with personalsecurities transactions.

(vii) The reasonableness of fees paid to sponsors, asset managementcompany and any others for services provided.

(viii) Principal underwriting contracts and their renewals.

(ix) Any service contract with the associates of the asset managementcompany.

No amendments to the Trust Deed shall be carried out without the priorapproval of SEBI and unitholders approval would be obtained whereever itaffects the interest of unitholders.

Supervision over TAMPL:The Trustee Company monitors the activities of TAMPL on an ongoing basisby having in place, a number of checks and balances and asking for variousreports besides periodic review of the various activities of TAMPL. Specificamongst such systems is the periodic MIS reporting to be submitted by TAMPLat each Meeting of the Board of Directors of the Trustee Company (held atleast once every two months), which includes:

1. NAV calculations, movement of Net Assets and Valuation matrix/methodology.

2. Balance sheet and Revenue & Expenditure Accounts

3. Schemewise breakup of Industry Exposure in Equities/Securities.

4. Investments in Associate/Group Companies(alongwith justification)

5. Investment in Corporates who have invested in the Scheme.

6. Companywise List of Investments

7. Broker-wise transactions.

Besides, the quarterly compliance reports which are submitted by TAMPL toSEBI are also placed before the Board of Directors of the Trustee Companyand discussed. Reports of the independent Internal auditors(currently M/sC.C.Chokshi & Co., Chartered Accountants, Mafatlal Centre, BackbayReclamation, Mumbai 400 020)are sent directly to the Chairman of the TrusteeCompany and also placed before the Audit Committee of Directors, who seekexplanation and clarifications from TAMPL on the points brought out in thereport and thereafter report the same to the main Board. Periodic declarationsare taken from the staff and Directors of TAMPL and placed before the Boardof Directors of the Trustee Company to peruse and to ascertain that therehave been no instances of self dealing or front running. Meetings of the Boardof Directors of the Trustee Company are held (atleast) once every two monthsand atleast six such meetings shall be held in every year wherein atleast oneindependent Director is required along with other Directors to form effectivequorum.

Number of Board Meetings of the Trustee Company held during the periodfrom February 2003 to February 2004: 7

Power to make rules:The Trustee company may, from time to time, as per provisions of SEBIRegulations (with the prior permission from the Unitholders in case of changeof fundamental attributes in accordance with Clause 15 of Regulation18 ofthe SEBI (Mutual Funds) Regulations, 1996 and otherwise to be in conformitywith the SEBI Regulations or to reflect the change in rules and regulationsgenerally applicable to mutual funds or trusts), prescribe such forms andmake such rules for the purpose of giving effect to the provisions of theScheme, with the power to the Trustee Company/Asset ManagementCompany to add to, alter or amend all or any of the forms and rules that maybe framed from time to time.

The trustees shall ensure that no change in the fundamental attributes of anyscheme or the trust or fees and expenses payable or any other change whichwould modify the scheme and affect the interests of unitholders, shall be carriedout unless :-

(i) a written communication about the proposed change is sent to eachunitholder and an advertisement is given in one English daily newspaperhaving nationwide circulation as well as in a newspaper published in thelanguage of the region where the Head Office of the mutual fund issituated; and

(ii) the unitholders are given an option to exit at the prevailing Net AssetValue without any exit load.

Power to remove difficulties:If any difficulty arises in giving effect to the provisions of the Scheme, theTrustee Company may take such steps which are not inconsistent with theseprovisions, which appear to them to be necessary or expedient, for the purposeof removing the difficulties.

INVESTMENT OBJECTIVE AND POLICIES

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i. Proposed investment objective, investment strategy and riskmanagement after conversion stands as under

The investment objective of the Scheme will be to provide income distributionand / or medium to long term capital gains. The scheme will invest in equityand equity related instruments of well researched growth oriented companies.

The above investment policies are in conformity with the provisions of variousconstitutional documents viz. MOA/ AOA of the TWAMPL/ Trustee Company,IMA and the Trust Deed.

The moneys collected under this Scheme shall be invested only in transferablesecurities in the capital market or in the money market. As per SEBI (MutualFunds) Regulations 1996, the Fund shall not make any investments in any un-listed securities of associate/group companies of the Sponsors. The Fund willalso not make investment in privately placed securities issued by associate/group companies of the Sponsors. The Fund may invest not more than 25%of the net assets (of all the Schemes of the Fund) in listed securities (equity &debt instruments) of Group companies.

ii. Proposed investment Pattern and Risk Profile after conversion standsas under

Under normal circumstances, the total assets of the Scheme, shall (afterproviding for all ongoing expenses) generally be invested / the indicative assetallocation shall be as follows :

Proportion Risk% of funds available Profile

Instrument LikelyAround

Equity and Equity 80-100 HighRelated

Debt* (Including Money Market) 0-20 Low to Medium

* Securitised debt will not normally exceed 50% of the debt components.

The Trustee Company may from time to time for a short term period ondefensive consideration invest upto 100% of the funds available in moneymarket instruments, the primary motive being to protect the Net Asset Valueof the Scheme and protect unitholders interests as also to earn reasonablereturns on liquid funds maintained for repurchase of units.

The Trustee Co. may from time to time for a short term period underexceptional circumstances on defensive consideration modify / alter theinvestment pattern / asset allocation the intent being to protect the Net AssetValue of the Scheme & Unitholders interests without seeking consent of theunitholders.

Benchmark IndexThe Benchmark Index for the Scheme is BSE SENSEX.

iii. Trading in Derivatives

Subject to SEBI (Mutual Fund) Regulations, 1996, the Scheme may usetechniques and instruments such as trading in derivative instruments to hedgethe risk of fluctuations in the value of the investment portfolio. The Schemeshall enter into derivative transactions for the purpose of hedging and portfoliobalancing. In accordance with the guidelines issued by the SEBI.

A derivative is an instrument whose value is derived from the value of one ormore of the underlying assets which can be commodities, precious metals,bonds, currency, etc. Common examples of Derivative instruments are InterestRate Swaps, Forward Rate Agreements, Futures, Options, etc.

The scheme may use derivative instruments like Interest Rate Swaps, ForwardRate Agreements or such other derivative instruments as may be introducedfrom time to time and as may be permitted under the SEBI (Mutual Fund)Regulations.

Net exposure to derivative instruments will not exceed 15% of the net assetsof the scheme.

Interest Rate Swaps: An Interest Rate Swap is an agreement whereby twoparties agree to exchange periodic interest payments. The amount of interestpayments exchanged is based on some predetermined principal, called notionalprincipal amount. The amount each counterparty pays to the other upon periodicinterest rate multiplied by the notional principal amount. The only amount thatis exchanged between the parties is the interest payment, not the notionalprincipal amount.

Forward Rate Agreements (FRA): This is an agreement between two

counterparties to pay or to receive the difference between an agreed fixed rate(the FRA rate) and the interest rate prevailing on a stipulated future date basedon the notional amount, for an agreed period.

The interest rate benchmarks that are commonly used for floating rate in interestrate swaps are those on various Money Market Instruments. In Indian markets,the benchmark most commonly used is MIBOR.

Options and Futures

The Scheme(s) may write (sell) and purchase call and put options in securitiesin which it invests and on securities indices based on securities in which thescheme invests. Through the purchase and sale of futures contracts and relatedoptions on those contracts the Fund would seek to hedge against a decline insecurities owned by the Fund or an increase in the prices of securities whichthe Fund plans to purchase. The Fund would sell futures contracts on securitiesindices in anticipation of a fall in stock prices, to offset a decline in the value ofits equity portfolio. When this type of hedging is successful, the futures contractincrease in value while the Fund’s investment portfolio declines in value andthereby keep the Fund’s net asset value from declining as much as it otherwisewould. Similarly, when the Fund is not fully invested, and an increase in theprice of equities is expected, the Fund would purchase futures contracts togain rapid market exposure that may partially or entirely offset increase in thecost of the equity securities it intends to purchase. An interest rate swapagreement (as per guidelines issued by RBI on July 7, 1999 and November 1,1999) from fixed rate to floating rate will be an effective hedge for portfolio in arising interest rate environment.

Example 1.

Hedging against an anticipated rise in equity prices

The scheme has a corpus of Rs.100 crores and has cash of Rs.15 croresavailable to invest. The Fund may buy index futures of a value of Rs.15 crores.The scheme may reduce the exposure to the future contract by taking anoffsetting position as investments are made in the equities, the scheme wantsto invest in. Here, if the market rises, the scheme gains by having invested inthe index futures.

Example 2:- Hedging against anticipated fall in equity prices:-

If the Fund has a negative view on the market and would not like to sell stocksas the market might be weak, the scheme of the Fund can go short on indexfutures. Later, the scheme can sell the stocks and unwind the future positions.A short position in the future would offset the long position in the underlyingstocks and this can curtail potential loss in the portfolio.

Risks associated with Derivatives

Derivative products are specialised instruments that require investmenttechniques and risk analysis different from those associated with stocks andbonds. Derivatives require the maintenance of adequate controls to monitorthe transactions entered into, the ability to access the risk that a derivative addto the portfolio and the ability to forecast price of interest rate movementscorrectly. There is a possibility that a loss may be sustained by the portfolio asa result of the failure of another party (usually referred to as the “counterparty”)to comply with the terms of the derivatives contract. Other risks in usingderivatives include the risk of mis-pricing or improper valuation of derivativesand the inability of derivatives to correlate perfectly with underlying assets,rates and indices.

iv. Change in Investment PatternThe Investment Pattern as outlined above is indicative. The Trustee Companymay from time to time modify the investment strategy and pattern providedsuch modification is in accordance with the Scheme objective and Regulationsand as amended from time to time including by way of Circulars, PressReleases, or Notifications issued by SEBI or the Government of India toregulate the activities and growth of Mutual Funds, the intent being to protectthe Net Asset Value of the Scheme and Unitholders’ interests.

The asset allocation pattern may be modified in the interest of investors; andto protect the NAV of the Schemes, however, the same will be reviewed by thetrustee on a quarterly basis and will be rebalanced to its normal position in atime frame as permitted by the trustee. However, the AMC will endeavour toachieve a normal asset allocation pattern in a maximum period of 6 months.

v. Investment in Overseas Financial AssetsIn accordance with the RBI policy announced in October 1997 and theguidelines of the SEBI on overseas Investments, it is the Asset ManagementCompany’s belief that overseas markets offer new investment and portfoliodiversification opportunities into multi-market and multi-currency products.The scheme shall invest in overseas financial assets including GDRs/ ADRs

9

of Indian Companies, Securities issued by Governments of the G7 nations,etc. which in the judgement of the Asset Management Company is eligiblefor investment as part of the scheme’s portfolio and is consistent with theinvestment strategy. The investment in such overseas Financial Assets shallnot exceed the limit as may be imposed by SEBI/ RBI from time to time andshall be within the investment pattern as disclosed in the clause “Investmentpattern and Risk Profile. The investment shall also take into considerationthe country rating assigned by credit rating agencies of international reputesuch as Standard and Poor or Moody etc. as investment grade. For potentialrisks, please refer to the clause on “Investment Risks” under Risk Factors.However, to manage risks associated with foreign currency and interest rateexposure, the Fund may use derivatives for efficient portfolio managementincluding hedging and in accordance with conditions as may be stipulated bythe Regulations / Reserve Bank of India. Exposure to overseas assets willbe restricted to 25% of the schemes assets.

vi. Investment by the Fund and the Asset Management CompanyThe Scheme may invest in another Scheme under the management of TAMPLor of any other Asset Management Company. The aggregate Interschemeinvestment by TMF under all its Schemes, other than fund of fund schemes,taken together, in another Scheme managed by TAMPL or in any otherScheme of any other Mutual Fund, shall not be more than 5% of the netasset value of the Fund. TAMPL may, on an ongoing basis invest, in Units ofthe Funds / Schemes / Plans in TMF (the existing Funds / Schemes / Plansincluding the present Scheme and others from time to time). TAMPL shallnot charge any fees on the investment by the Scheme in another Schemeunder the management of TAMPL or of any other Asset ManagementCompany and also on its (TAMPL’s) own investment in Units of the Funds /Schemes / Plans in TMF.

The objective of the Scheme in investing in Schemes of TMF or any otherMutual Fund will be primarily to gain better yields in the short term ascompared to other short term instruments in the money market.

vii. Restrictions on Investments (as per schedule 7 of SEBI Regulations1996)1. A mutual fund scheme shall not invest more than 15% of its NAV in debtinstruments issued by a single issuer which are rated not below investmentgrade by a credit rating agency authorised to carry out such activity under theAct. Such investment limit may be extended to 20% of the NAV of the schemewith the prior approval of the Board of Trustees and the Board of assetmanagement company.

Provided that such limit shall not be applicable for investments in governmentsecurities and money market instruments.

Provided further that investment within such limit can be made in mortgagedbacked securitised debt which are rated not below investment grade by a creditrating agency registered with the Board.”

1A. A mutual fund scheme shall not invest more than 10% of its NAV in unrateddebt instruments issued by a single issuer and the total investment insuch instruments shall not exceed 25% of the NAV of the scheme. Allsuch investments shall be made with the prior approval of the Board ofTrustees and the board of asset management company.

Debentures irrespective of any residual maturity period (above or below1 year) shall attract the investment restrictions as applicable for debtinstruments as specified under clause 1 and 1A above.

2. No Mutual Fund under all its Schemes should own more than 10% of theCompanies paid-up capital carrying voting rights.

3. Transfers of investments from one scheme to another scheme in thesame mutual fund shall be allowed only if:-

(a) such transfers are done at the prevailing market price for quotedinstruments on spot basis.

Explanation- “ spot basis” shall have same meaning as specifiedby stock exchange for spot transactions.

(b) the securities so transferred shall be in conformity with the investmentobjectivee of the scheme to which such transfer has been made.

4. A scheme may invest in another scheme under the same assetmanagement company or any other mutual fund without charging anyfees, provided that aggregate interscheme investment made by allschemes under the same management or in schemes under themanagement of any other asset management company shall not exceed5% of the net asset value of the mutual fund.

A scheme can not invest in a Fund of Funds scheme.

5. The initial issue expenses in respect of any scheme may not exceed sixper cent of the funds raised under that scheme.

6. Every mutual fund shall buy and sell securities on the basis of deliveriesand shall in all cases of purchases, take delivery of relative securitiesand in all cases of sale, deliver the securities and shall in no case putitself in a position whereby it has to make short sale or carry forwardtransaction or engage in badla finance.

Provided that mutual funds shall enter into derivatives transactions in arecognised stock exchange for the purpose of hedging and portfoliobalancing, in acceptance with the guidelines issued by the Board

7. Every mutual fund shall, get the securities purchased or transferred inthe name of the mutual fund on account of the concerned scheme,wherever investments are intended to be of long term nature.

8. Pending deployment of funds of a scheme in securities in terms ofinvestment objectives of the scheme a mutual fund can invest the fundsof the scheme in short term deposits of scheduled commercial banks.

9. No mutual fund scheme shall make any investment in;a) any unlisted security of an associate or group company of the

sponsor; or

b) any security issued by way of private placement by an associate orgroup company of the sponsor; or

c) the listed securities of group companies of the sponsor which is inexcess of 25% of the net assets of the schemes.

10. No Mutual Fund Schemes shall invest more than 10% of its NAV in theequity shares or equity related instruments of any Company includingunits/securities of Venture Capital Funds.

11. A Mutual Fund shall not invest more than 5% of its NAV in unlisted equityshares or equity related instruments including units/securities of VentureCapital Funds in case of open ended schemes.

These investment limitations / parameters (as expressed / linked to the netasset / net asset value / capital) shall in the ordinary course apply as at thedate of the most recent transaction or commitment to invest, and changes donot have to be effected merely because, owing to appreciations ordepreciations in value, or by reason of the receipt of any rights, bonuses orbenefits in the nature of capital or of any scheme of arrangement or foramalgamation, reconstruction or exchange, or at any repayment orredemption or other reason outside the control of the Fund, any such limitswould thereby be breached. If these limits are exceeded for reasons beyondits control, TAMPL shall adopt as a priority objective the remedying of thatsituation, taking due account of the interests of the Unitholders.

In addition, certain investment parameters (like limits on exposure to Sectors,Industries, Companies, etc.) may be adopted internally by TAMPL, andamended from time to time, to ensure appropriate diversification / securityfor the Fund. The Trustee Company / TAMPL may alter these above statedlimitations from time to time, and also to the extent the SEBI (Mutual Funds)Regulations, 1996 change, so as to permit the Scheme to make itsinvestments in the full spectrum of permitted investments for mutual funds toachieve its investment objective. As such all investments of the Scheme willbe made in accordance with SEBI (Mutual Funds) Regulations, 1996,including Schedule VII thereof.

viii. Securities Lending by the Mutual Fund

Subject to the SEBI Regulations, the Mutual Fund may, if the Trustee permits,engage in Securities Lending. Securities Lending means the lending ofSecurities to another person or entity for a fixed period of time, at a negotiatedcompensation in order to enhance returns of the portfolio. The securities lentwill be returned by the borrower on the expiry of the stipulated period. TheAMC will adhere to strict limits should it engage in securities lending.

Not more than 50 % of the net assets of the scheme shall generally be deployedin securities lending. The Scheme would limit its exposure, with regard tosecurities lending, for a single intermediary, to the extent of 25% of the totalnet assets of the scheme at the time of lending, Collateral would be obtainedby the approved intermediary for the lending transactions and this collateralmust exceed in value, the value of the securities lent. The collateral can be inthe form of cash, bank guarantee, government securities or certificate of depositsor other securities as may be agreed upon with the approved intermediary.

As with other modes of extensions of credit, there are risks inherent to securities

10

lending, including the risk of failure of the other party, in this case the approvedintermediary, to comply with the terms of the agreement entered into betweenthe lender of securities i.e. the scheme and the approved intermediary. Suchfailure can result in the possible loss of rights to the collateral put up by theborrower of the securities, the inability of the approved intermediary to returnthe securities deposited by the lender and the possible loss of any corporatebenefits accruing to the lender from the securities deposited with the approvedintermediary.

The Mutual Fund may not be able to sell such lent out securities and this canlead to temporary illiquidity.

ix. Underwriting by the Scheme

The Scheme may also undertake underwriting and sub-underwriting activities(only for equity and equity related instruments) in order to augment its income,after complying with the approval and compliance process specified in theSEBI (underwriters) Rules & Regulations, 1993 and further subject to thefollowing norms:

The capital adequacy of the Mutual Fund for the purposes of SEBI(Underwriters) Rules and Regulations, 1993 shall be the net assets of theScheme.

The total underwriting obligation of the Scheme shall not exceed 25% ofthe total net asset value of the Scheme.

No Underwriting commitment may be undertaken in respect of the Schemeduring the period of 6 months prior to the date of redemption of the Scheme.

The decision to take up any underwriting commitment shall be made as ifthe Scheme is actually investing in that particular security.

As such, all investment restrictions and prudential guidelines relating toinvestments, individually and in aggregate as mentioned in SEBI Regulationsshall, in so far as may be applicable, apply to underwriting commitmentswhich may be undertaken under the Scheme.

These underwriting norms / parameters (as expressed / linked to the netasset/ net asset value/ capital) shall in the ordinary course apply as at thedate of the most recent transaction of commitment to underwrite, and changesdo not have to be effected merely because, owing to appreciations ordepreciations in value or by reason of the receipt of any rights, bonuses orbenefits in the nature of capital or of any scheme of arrangement or foramalgamation, reconstruction or exchange, or at any repayment or redemptionor other reason outside the control of the Fund, any such limits would therebybe breached. If these limits are exceeded for reasons beyond its control,TAMPL shall adopt as a priority objective the remedying of that situation,taking due account of the interests of the Unitholders.

As such all underwriting and sub-underwriting activities of the Fund will beundertaken in accordance with SEBI (Underwriters) Rules and Regulations,1993, and the norms as laid down by SEBI Circular dated June 30, 1994,and as amended from time to time.

x. Portfolio Turnover

“Portfolio Turnover” is the term used by any Mutual Fund for measuring theamount of trading that occurs in a Scheme’s portfolio during the year.

The Scheme is an open-ended scheme. It is expected that there may be anumber of subscriptions and repurchase on a daily basis. Consequently, it isdifficult to estimate with any reasonable measure of accuracy, the likely turnoverin the portfolio. However, a high turnover would significantly affect the brokerageand transaction costs. This will exclude the turnover caused on account of :

– investing the initial subscription,

– subscriptions and redemption undertaken by the unit holders.

The AMC will endeavor to balance the increased cost on account of higherportfolio turnover with the benefits derived there from. A high portfolio turnoverrate is not necessarily a drag on portfolio performance and may be representativeof arbitrate opportunities that exist for scrips/securities held in the portfolio ratherthan an indication of a change in AMC’s view on a scrip, etc.

xi. Fundamental Attributes

The information set out below should be read in conjunction with the full textof this Offering Circular.

1. Structure and Type of Scheme:

An open-ended Equity Scheme

2. Scheme:Tata Growth Fund is a separate and distinct Scheme within Tata MutualFund representing interests in a defined portfolio of assets and liabilities.

3. Investment Objective:The investment objective of the Scheme will be to provide reasonableand regular income along with possible capital appreciation to itsUnitholder.

4. Investment Pattern and Risk Profile :

Proportion Risk% of funds available Profile

Instrument LikelyAround

Equity and Equity 80-100 HighRelated

Debt* (Including Money Market) 0-20 Low to Medium

* Securitised debt will not normally exceed 50% of the debt components.

5. Units Offered / Offer:The Offer Price will be based on the Net Asset Value (NAV) withapplicable loads.

6. Minimum Application:Dividend Plan : Rs. 5,000/- and in multiples of Re. 1/-.Growth Plan : Rs. 5,000/- and in multiples of Re. 1/-.

For additional investment Rs. 1,000/- and in multiples ofRe. 1/-.

7. Minimum Balance by a Unitholder:Dividend Plan : The Fund may, at its discretion require a MinimumAccount Balance of Rs. 5,000/- and / or 500 units. Growth Plan : TheFund may, at its discretion require a Minimum Account Balance of Rs.5,000/- and / or 500 units.

8. Repurchase/ Resale / Switch / Listing:Repurchase/ Resale is at Net Asset Value (NAV) related prices withrepurchase/ resale loads as applicable (within limits) as specified underSEBI Regulations 1996: the repurchase price shall not be lower than93% of the NAV, the sale price will not be higher than 107% of the NAVand further that the difference between the sale and repurchase priceshall not exceed 7% calculated on the sale price.

Listing is not envisaged as the Scheme is an open-ended Scheme,with the Fund providing for sales and repurchase on a continuous basis.

The trustees shall ensure that no change in the fundamental attributes ofany scheme or the trust or fees and expenses payable or any other changewhich would modify the scheme and affects the interest of unitholders,shall be carried out unless:-

(i) a written communication about the proposed change is sent to eachunitholder and an advertisement is given in one English dailynewspaper having nationwide circulation as well as in a newspaperpublished in the language of the region where the Head Office of themutual fund is situated; and

(ii) the unitholders are given an option to exit at the prevailing Net AssetValue without any exit load.”

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MANAGEMENT OF THE FUNDi. The Asset Management Company

Constitution

The Trustee Company has appointed TAMPL as the Asset ManagementCompany for TMF. The shareholders of TAMPL are TSL, and TICL. TAMPLhas entered into an Investment Management Agreement dated 9th May, 1995with TTCPL, pursuant to which TAMPL will run the operations of TMF andmanage the assets of TMF’s Schemes. TAMPL is a Company incorporatedunder the Companies Act, 1956 on 15th March 1994 and was approved toact as an Asset Management Company for TMF by SEBI on 30th June,1995. The networth of TAMPL as on February 29, 2004 is about Rs.42.11crores. TAMPL is currently managing eighteen open-ended Schemeslaunched by TMF, the details of which are stated in the clause on “PreviousSchemes of Tata Mutual Fund & Condensed Financial Information”. The AssetManagement Company shall be entitled to fees as stated in the clause on“Investment Management Fee”. The appointment of TAMPL as the AssetManagement Company can be terminated with the approval of SEBI andupon resolution by the Trustee Company, or by 75% of the Unitholders of theScheme.

The members of the Board of Directors of Tata Asset ManagementPrivate Limited are :

Mr. F. K. Kavarana (Chairman), Address:Tata Sons Limited, Bombay House,24, Homi Modi Street, Mumbai 400 001, Status: Associate, Occupation:Company Director, Chairman:Tata Projects Limited, Tata AIG Life InsuranceCo. Limited, Tata AIG General Insurance Co. Limited, Exegenix Canada Inc.,Sitel India Limited, Tata Tea Inc., Tatatech Inc. Ltd., Tata America InternationalCorporation, Inter Consumer Goods AG. Executive Chairman:Tata InfotechLimited, Vice Chairman : Tata Internationa AG, Tata AG, Tata Enterprises(Overseas), AG, Tata Enterprises Overseas Ltd., Tata Ltd., Director: TataSons Limited, Tata Industries Limited, Tata Tea Limited , Titan IndustriesLimited, Tata International Limited, Akzo Nobel Coatings India Private Limited,Sika Properties Limited,Tata Overseas Development Company Limited, TataOverseas Development Company (UK) Limited, Tata Consulting EngineersInternational AG,Tata Consultancy Services France S.A.,Tata ConsultancyServices Deutschland Gmbh,Tata Consultancy Services Netherlands B.V.Teknosoft S.A.,QUARTZ Software Technology AG, TKS – Banking SolutionsSA, Tata Precision Industries (Pte) Limited, Tata Technologies Pte Limited,Tata Technology Investments (Pte) Limited, Tata Projects (Malaysia) Sdn. Bhd.,Titan International Marketing Limited, Titan International Holdings B. V., TitanInternational Investments B.V., ELXSI Corporation, St. James Court HotelLimited, HOTV Inc.,GIP Consulting SA, Tetley Group, Consilience Technologies

Mr. S. S. Marathe (Director), Address: “Vinay”, 9, Sahajeevan Co-op Hsg.Society, Off. Ganeshkhind Road , Pune – 411 007, Status: Independent,

Occupation: Economist, Other Directorships: Chairman Life & GeneralAssociates (Pvt) Limited, Synise Technologies Pvt. Limited, GDA Trustee andConsultancy Private Limited. Vice Chairman Sandvik Asia Limited DirectorAutomotive Axles Limited, Bajaj Tempo Limited, Bharat Forge Limited, DeepakFertilisers & Petrochemicals Corporation Limited, Finolex Industries Limited,Larsen and Toubro Limited, Futura Polyesters Ltd., Kirloskar Brothers Limited,Mandovi Pellets Limited, Pan Gulf Group Limited, Channel Islands, KineticMotors Limited, Other Memberships Former Economic Adviser to theGovernment of India, India’s former Alternate Executive Director on theInternational Monetary Fund, Washington, Former Minister for Economic andCommercial Affairs, Embassy of India, Washington, Former Chairman, Bureauof Industrial Cost & Prices, Former Secretary to the Government of India,Ministry of Industry

Mr. M. L. Apte (Director), Address:Apte Amalgamations Ltd., 14A – The Club,Near Mangal Anand Hospital Swastik Park, Chembur, Mumbai 400 071, Status:Independent, Occupation: Industrialist, Other Occupation:Chairman &Managing Director Apte Amalgamations Limited, Director Bajaj HindustanLimited, Kulkarni Power Tools Limited, Lintas India Limited, The BombayBurmah Trading Corporation Limited, New Phaltan Sugar Works Limited,Standard Industries Limited, The Raja Bahadur Poona Mills Limited, GrasimIndustries Limited, Zodiac Clothing Company Limited, The Sangli PlantersPrivate Limited, Dr. Writer’s Food Products Private Limited

Mr. A. Hasib (Director), Address : A/42, Ocean Gold, Twin Towers Road,Bombay Bank Compound, Prabhadevi, Mumbai - 400 025. Status:Independent, Occupation: Company Director, Director Al - Baraka Finance& Investment Company Limited, Other Memberships Former ExecutiveDirector – RBI, Consultant - National Bank for Agriculture and RuralDevelopment, Consultant - World Bank, Consultant – UNDP, Former I.M.F.Adviser - Central Bank of Iraq Former I.M.F. Adviser - Reserve Bank of Fiji,Author of a few books and a number of articles on Economic Policy

Investor Relation Officer:

Mrs. Latha Rajaraman, General Manager (Marketing & Investor Services)

Tata Asset Management Pvt. Ltd., Mulla House, 4th Floor, 51, M.G. Road,Mumbai - 400 001.

Standard Chartered BankSecurities Services23/25, M. G. Road,Fort, Mumbai 400 001.

Auditors :Mr. S. B. Billimoria & Co., Chartered Accountants,Meher Chambers, R. Kamani Road, Ballard Estate, Mumbai 400 001.

Registrar & Transfer Agent:Computer Age Management Services (Private) Limited (CAMS),A&B Lakshmi Bhavan, 609, Anna Salai, Chennai – 600 006.

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ii. Key Employees of the AMC and relevant experience (All key employees are based in Mumbai)

Employee Age Designation Qualifications Total Type & Nature of ExperienceExp.(yrs.) Assignments held during the last 10 yrs

Ved Prakash Chaturvedi 38 Chief BE (Engg), 13 yrs. Upto June 1992 – Rating Analyst at CRISIL, Reporting toExecutive PGDM (IIM – Chief Rating Officer. June 1992 to December 1994 –Officer Bangalore) Manager at BNP, Looking after Management of debt

exposure to large corporates - Reporting to GeneralManager December 1994 to August 1998 - Head ofResearch and Fund Manager at Sun F&C AMC Ltd.reporting to CIO.August 1998 to November 1999 – Chief Investment Officer atSBI Funds Management Ltd. - Reporting to MDDecember 1999 to January 2002 – Chief Executive ofCholamandalam AMC Ltd. (formerly CholamandalamCazenove AMC Ltd.) Reporting to Board of DirectorsFrom January 2002 onwards – at TAMPL as ChiefExecutive Officer of the company. As the CEO he is overallin-charge of the company – reporting to Board of Directors

Hormuz A Bulsara 39 Sr. Vice F. C. A., F. C. S., 16 yrs. Upto May 1994 – Senior Manager at Cadbury India Ltd.,President F. I. C. W. A., in various capacities such as Commercial Manager, Head(Finance) & B. Com (Hons), Internal Audit and Business Quality Facilitator. - Reporting to:Company LL. B Executive Director (Fin.) & Company Secretary. June 1994Secretary Upto date – At TAMPL - As the Chief Operating Officer he

looks after the Compliance, Finance, Systems, Marketing,Investor Services and Administrative functions of the Fund.He has been involved in the setting up of the Tata MutualFund since its inception and has contributed in the setting upof the various systems, compliance procedures and controls.- Reporting : MD /CEO.

Isaac C Jacob 50 Chief MA (Econ), 25 years From June 1992 to Dec. 1994 : Account Planing DirectorMarketing Masters in at HTA - Reporting to Senior VP & GM from Jan. 1995 toOfficer Marketing April 2001 : Senior VP with SSC & B Lintas - reporting to

Mgmt, Dip in President. From May 2001 to June 2002 : PresidentAdvertising. Fortune Communication (JWT subsidiary) - reporting to

Board of Directors. July 2002 to Dec. 2002:President (Business Development) with Interlink Consultancyreporting to Board of Directors.Since Jan 2003 to date –TAMPL as the head of Marketing and reporting to the CEO.

Latha Rajaraman 45 General B. Sc, CAIIB 23 yrs. Upto June 1995 – Officer with Canbank Investment –Manager Management Services Ltd., in various departments such asInvestor Custody and Investor Services Departments.Services Reporting : Head Investor Services July 1995 to date –Has

been directly interfacing with various investors at the corporateand retail level and looks after Registrar and Investor relatedcompliance matters - Reporting to CEO.

S. Sankaranarayanan 35 General CFA, MMS (Fin), 9 yrs. From August 1993 to March 1994: After completion ofManager - B. Sc. Tech. management course worked with Essar Ltd. asInvestments Management Trainee.

Reporting to : Vice President (Commercial). April 1994 todate – At TAMPL - Has a good exposure in technical andfinancial appraisals of Companies / Industries, Has also hadfund management training with the UK based KleinwortBenson International Summer Programme. Currently the fundmanager for Tax Saving Fund, Pure Equity Fund and Tata EquityOpportunities Fund, Tata Life Sciences & Technology Fund, TataIncome Fund, Tata MonthlyIncome Fund, Tata Fixed HorizonFund, Tata Income Plus Fund, Tata Gilt Securities Fund, TataShort Term Bond Fund, Tata Liquid Fund, Tata Floating RatingFund , Tata MIP Plus Fund Reporting, to MD/CIO CEO fromtime to time.

Shyam Bhat 32 General MMS (Fin)., 9 yrs. April 1994 to date – First employment with the company after(Fund Manager for the Manager - B. E. (Electrical) completion of Management course. Has a good exposure incurrent scheme) Investments technical and financial appraisals of Companies /

Industries, Has also had fund management training with theUK based Kleinwort Benson International SummerProgramme. Currently the fund manager for youngCitizens’Fund, Balanced Fund, Select Equity Fund, Tata IndexFund and Tata Ind Navratna. Reporting to MD / CIO / CEOfrom time to time

Murthy Nagarajan 34 Dy. M.COM, 9 years 1991 to 1994- worked in UTI in the Accounts Department -General PGPMS Reporting to Manager 1996- 1999 worked in PNB Gilts LtdManager – as Asst. Vice President in the Investment DepartmentInvestments Reporting to Senior Vice President 1999- to date : Working

with TAMPL in the Investment Department as the FundManager for Tata Income Fund, Tata Monthly Income Fund,Tata Fixed Horizon Fund, Tata Income Plus Fund, Tata GiltSecurities Fund, Tata Short Term Bond Fund, Tata LiquidFund ata Floating Rating Fund , Tata MIP Plus FundReporting, TO MD/CIO CEO from time to time.

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Employee Age Designation Qualifications Total Type & Nature of ExperienceExp.(yrs.) Assignments held during the last 10 yrs

Upesh K. Shah 34 Dy. General CA, ICWA, 9 years From May 1994 to May 1995 with C. C.ChokshiManager B.Com. & Co. Chartered Accountants as Jr. AuditCompliance Manager - Reporting to Partner

June 1994 to July 1996 with M R P L as Accounts Officer -Reporting to Dy. General Manager - Finance, August 1996 toMarch 2003 with IDBI-Principal Asset Management CompanyLimited as Compliance Officer - Reporting to CEO April 2003till date with TAMPL as Dy General Manager Compliance –reporting to the COO.

Raghav Iyengar 35 Head - BCom., ACA, 9 years Jan 94 to Sept. 95 Manager- Project Finance at KanoriaInstitutional Grad. CWA Plaschem, involved project funding, reporting to DirectorSales Oct 95 to June 97 Associate Manager, VCK Capital Markets

Ltd, marketing Financial products, reporting to General ManagerJuly 97 to March 98 Sr. Manager, DSP Merrill Lynch LtdMarketing Financial products, reporting to Executive DirectorApril 98 to August 2000 Associate Vice President, PrudentialICICI Asset Management , mutual fund sales reporting to SVP&Head – Sales September 2000 to June 2002 Head -Marketing, JF Asset Management - Mutual Fund sales, reportingto Director. July 2002 to date Head - Institutional Sales atTAMPL is responsible for sales strategy and managing saleschannels & sales to large investors. Reporting to the CEO.

Abhay Nagar 30 Head – MBA (Finance), 7 years From September 1995 to August 2002: RR FinancialRetail Sales B.Com(Hons.) Consultants Ltd in various capacities such as Head of Mutual

Fund Desk, Regional Head (west), Astt Vice President- RetailDistribution and Vice President & All India Head(Sales andDistribution) - reporting to Managing Director. September2002 upto date - joined TAMPL as Regional Head (North)and presently serving as Head of Retail Sales- reporting toCEO.

Fund Management :

The People :

The investment operations of the Tata Mutual Fund schemes (including thisscheme) are managed by TAMPL’s investment team, comprising seven people(excluding dealing personnel). The professionally qualified Fund ManagementTeam members (described in greater detail above) are Mr. S.Sankaranarayanan, and Mr. Shyam Bhat, who are further backed by a team ofresearch / investment personnel, possessing collectively within them a vastand varied knowledge base culled out of research, market analysis, physicalon - site visits, training in portfolio management, derivatives, AMFI course onMutual Funds, and so on. The members of the equity research team and theirpast experience is Mr. M. Venugopal who has been with TAMPL for the past 8years, and prior to that he was with a member of the Stock Exchange as anEquity Analyst, Mr. M. Irani who has started his career with TAMPL and hasspent 3 years with the Company.

The Investment Process :

According to the terms of the respective offer document of each scheme underconsideration, decisions regarding the debt : equity allocation, industry selection,stock selection, etc are taken.

SEBI norms regarding maximum exposure per scrip, investment with respectto the equity capital of a company, investment in group companies, etc arestrictly adhered to. Interscheme transfers are made as per the market price orthe valuations being followed, so that neither of the schemes is benefited oradversely affected.

To start with, there is a shortlist of approved scrips, approved by an InvestmentCommittee (comprising 2 directors of the AMC Board, the CEO / CIO, COO,and the fund managers) periodically on the basis of regular meetings,discussions, etc based on research recommendations. For any scrip outsidethis universe, a specific research note is prepared by the Fund Manager /research analyst and submitted for approval, of the Investment Committeewhich then forms part of the approved shortlisted list of securities.

The existing portfolio is reviewed quarterly by the Investment Committee andthe respective Fund Manager(s) and based on the discussions (which wouldinvolve fundamental reasons such as industry scenario, company’s orderbookposition, declared /expected results, etc.), decisions are taken to add/ reduce/exit from scrips.

The buy/sell decisions are recorded in the form of a schemewise dealing sheet,prepared by the Fund Manager, and ratified by the CIO / CEO. The separatedealing sheet prepared for each scheme, contains the quantity of shares to bebought / sold, indicative price range and the reason(s) in brief for each suchtransaction and is handed over to the dealer(s) for execution.

Perfomance of the scheme and complete portfolio statement elaborating variousclassifications, limits and valuations is placed for scrutiny before the Board ofDirectors of the AMC and the Trustee Company at their Board Meetings.

Bench Mark Index :

BSE SENSEX is the benchmark index for Tata Growth Fund.

UNITS & OFFER

Terms of the Offer at a glance

The fund was launched as a close ended Equity Scheme in July 1994 . Theduration of this scheme is till 30th June 2004, as a close ended scheme. Thescheme was launched by Indian Bank Mutual Fund under its banner as aclosed ended equity scheme. With effect from 22.11.2001 the scheme ismanaged by TAMPL. The scheme with effect from 31st March 2004, shallbecome open ended and will be offered at NAV based price with applicableloads. An exit option at NAV, without exit load has been given to all theunitholders who do not agree to this conversion from close ended to openended scheme based on NAV prevailing on the day on which such redemptionrequest is received vide SEBI Circular no. MFD/CIRNO22/2311/03 datedJanuary 30th, 2003. Such day, shall however, not be later than closing hoursof 30 April, 2004.

Date of conversion : 31st March, 2004Face Value : Rs. 10/- per unitOffer Price : At relevant NAV +

applicable loadInvestment Options : 1) Dividend Option

2) Growth OptionAt present the scheme has one option. Effective from the date of conversion.An existing option will be called dividend option and a new option called growthoption will be carved out from the existing option. Initially units under growthoption will be carved out at relevant NAV of the existing option. Growth optionwill have two sub-options. i) Appreciation ii) Bonus Option. Both Dividend andGrowth Option have a common Portfolio.Minimum amount of subscription : Dividend Plan :

Rs. 5,000/-Growth Plan :Rs. 5,000/-

Maximum amount of subscription : No upper limitAllotment of units* : Deemed to be date of

relevant NAVDespatch of Account Statement : Within 5 business

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days from the date ofallotment.

* Allotment is assured to all the eligible applicants, after verification of theapplication form and subject to realization of Cheque.

i. RefundRefund of subscription money to applicants whose applications are invalidfor any reason whatsoever, will be without incurring any liability whatsoeverfor interest or other sum.

The fund will refund the of application money if fund fails to collect minimumtarget amount.

The amount shall be refunded within a period of 6 weeks of the close of theInitial Offer Period. If, the Fund refunds the amount after 6 weeks, interest@15% per annum shall be paid by the AMC. Refund orders will be marked“A/c. Payee Only” and drawn in the name of the first applicant. All refundcheques will be despatched by registered post A.D.

ii. Despatch of Account Statement and Unit CertificatesAn Account Statement will be despatched to each Unitholder stating thenumber of Units held, etc. within a maximum of five Business Days from theDate of Allotment.

On request from the unitholders, the Asset Management Company shall within6 weeks issue the Unit Certificate. The request can be made to any of theAuthorised Investor Service Centres. The cost for issuing the Unit Certificatein lieu of Account Statement will be borne by the Scheme and will form partof its annual ongoing expenses.

iii. Listing, Transfer & Pledge of UnitsBeing an open ended scheme, the units of the scheme are not proposed tobe listed on any Stock Exchange. The Trustee may, at its sole discretion,cause the units under the scheme to be listed on one or more Stock Exchange.Notification of the same will be made through Investor Service Centers orthe AMC and as may be required by the respective Stock Exchanges.

As the Fund will be repurchasing and issuing the Units on an ongoing basis,no transfer facility is required.

Units under this scheme can be pledged (converted into money) withscheduled banks, financial institutions, NBFCs, or any other body by theunitholders as security for raising loans. TMF will take note of such pledge /charge in its records. A standard form / appropriate documentation has beendrafted for this purpose and is available on request. However, disbursementof such loans will be at the entire discretion of scheduled banks, financialinstitutions, NBFCs, or any other body concerned and TMF assumes noresponsility therefor.

iv. Nomination FacilityIf an application is made in the name of a single individual holder, theUnitholders under this scheme, can write to Cams Authorised Investor ServiceCentres requesting for a Nomination Form to nominate a successor to receivethe Units upon his / her death, to the extent provided in the Regulations. Allpayments and settlements made to such nominee and a receipt thereof shallbe a valid discharge by the Fund. Unitholders being either parent or lawfulguardian on behalf of a minor and power of attorney holder of an eligibleinstitution, societies, Funds, bodies corporate, partnership firms and HUFshall have no right to make any nomination. Nomination in favour of Non-Residents will be governed by the rules formulated by Reserve Bank of Indiafrom time to time

The provisions for nomination with regard to Mutual Funds would be as perSection 56 and Section 69 (regarding the right of the beneficiary to transferpossession )of the Indian Trusts Act, 1882 since the Mutual Fund is formedas a Trust under the said Act.

The AMC has provided this nomination facility as an additional feature. Byprovision of this facility the AMC is not in any way attempting to grant anyrights other than those granted by law to the nominee. A nomination in respectof the Units does not create an interest in the property after the death of theUnitholder. The nominee shall receive the units only as an agent and trusteefor the legal heirs or legatees as the case may be. It is hereby clarified thatthe nominees under the nomination facility provided herein shall notnecessarily acquire any title or beneficial interest in the property by virue ofthis nomination & the transmission of units would normally be governed asper succession certificate/probate of the will.

v. Applications with Additional HoldersAn application may be made in sole or more names (not more than three) on

first holder basis. The Units can be held under single / additional holding / anyone or survivor. The first named unitholder has the option to add/delete nameof one person subsequent to the investment. In case the unitholder (i.e. thefirst holder) wants to change the names/ order of the additional holders, he canwrite to Authorised Investor Service Centres requesting for the prescribedform to alter the order of additional holdings. However, the Units will be continuedto be held by the Unitholder on first holder basis. In the case of refunds, incomedistributions, repurchase proceeds, and other distributions, etc. will be madeout in favour of, and all communications will be addressed to the Unitholderwhose name appears first and at his / her address as already available with theFund. However, it should be noted that if the Unitholder has an Unit Certificate,such introduction/ alteration of additional holders shall attract stamp duty andthe cost of stamp duty will be borne by the Scheme itself and will form part of itsannual ongoing expenses.

In all such cases and in all matters concerning the Fund, it shall be deemedthat the first of such persons, that is the original Unitholder, is the holder of theUnits and all correspondence, if any, shall be competent only by and to the firstof such person.

All payments and settlements made to the first holder and a receipt thereofshall be a valid discharge to the Fund;

The Fund shall for all purposes correspond only with the first holder and allcommunications with the first holder including information on the working ofthe Fund shall be deemed to be a valid discharge to the Fund of its obligations;

In the event of death of the first holder, the person next in the order as stated inthe application form, (unless changed) shall be the only person(s) recognisedby the Fund as having any title or interest in the Units on first holder basis.

For the convenience of the investors, we wish to allow units of any Scheme ofTata Mutual Fund to be held under any one or survivor and to add/delete nameof one person subsequent to investment.

vi. Duration of the SchemeThe Scheme has been structured like an open-ended Scheme. Investors caninvest on an ongoing basis on Business Days at prevailing NAV related price.The Units under the Scheme stand redeemed on happening of various eventsas stated elsewhere in the Offering Circular. As such except on the happeningof any event as stated in the clause relating to winding up, the Scheme hasperpetual existence and therefore there is no fixed duration of the Scheme.

vii. Winding Up1) in accordance with the SEBI Regulations, the Scheme may be wound

up:

on the happening of any event which, in the opinion of the TrusteeCompany, requires the Scheme to be wound up; or

if seventy five percent of the Unitholders of a Scheme pass aresolution that the Scheme be wound up; or

if the SEBI so directs in the interests of the Unitholders.

2) Where a Scheme is to be wound up pursuant to the above Regulation,the Trustee Company shall give notice of the circumstances leading tothe winding up of the Scheme-

To SEBI; and

in two daily newspapers having circulation all over India and alsoin a vernacular newspaper circulating at the place where the Fundis established.

SALE OF UNITS BEING OFFERED

i. Application Details(a) Minimum Application :

Dividend Plan : Rs. 5,000/- and in multiples of Re. 1/-.

Growth Plan : Rs. 5,000/- and in multiples of Re. 1/-.

For additional investment Rs. 1,000/- and in multiples ofRe. 1/-.

(b) Eligibility for applicationThe following persons (subject, wherever relevant to, Sale of Units beingpermitted under their respective constitutions and relevant StateRegulations) are eligible to apply for the purchase of the Units:

Adult individuals, either singly or more than one (not exceeding three)on first holder basis.

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Parents, or other lawful Guardians on behalf of Minors.

Companies, corporate bodies, public sector undertakings, trusts,wakf boards or endowments, funds, institutions, associations ofpersons or bodies of individuals and societies (including co-operativesocieties) registered under the Societies Registration Act, 1860 (solong as the Purchase of Units is permitted under their respectiveconstitutions).

Mutual Funds (including any Scheme managed by TAMPL or anyScheme of any other Mutual Fund); (in accordance with Regulation44(1) read with Clause 4 of Schedule VII, of the Securities &Exchange Board of India (Mutual Funds) Regulations, 1996).

Asset Management Companies (in accordance with Regulation24(3) of the Securities & Exchange Board of India (Mutual Funds)Regulations, 1996).

Partnership firms, in the name of the partners.

Hindu Undivided families (HUF) in the sole name of the Karta.

Financial and Investment Institutions/ Banks.

Army/ Navy / Air Force, para military Units and other eligibleinstitutions.

Religious and Charitable Trusts provided these are allowed toinvest as per statute and their by-laws.

Scientific and Industrial Research organisations (so long as thePurchase of Units is permitted under their respective constitu-tions)

Provident / Pension (Gratuity/ Superannuation and such otherretirement and employee benefit and other similar funds (so longas the Purchase of Units is permitted under their respectiveconstitutions.)

Non-resident Indians/persons of Indian origin residing abroad(NRIs) on a full repatriation basis.

Foreign Institutional Investors registered with SEBI (FIIs).

Overseas Financial Organisations which have entered into anarrangement for investment in India, inter-alia, with a Mutual Fundregistered with SEBI and which arrangement is approved by theCentral Government.

International Multilateral Agencies approved by the Governmentof India.

If a person resident of India at the time of subscription becomes a personresident outside India subsequently, shall have the option to either be paidrepurchase value of Units, or continue into the Scheme if he/ she so desiresand is otherwise eligible. However, the person who desires to continue in theScheme shall not be entitled to any interest or any compensation during theperiod it takes for the Fund to record the change in Address and theResidential Status. Notwithstanding the aforesaid, the Trustee Companyreserves the right to close the Unitholder account and to pay the repurchasevalue of Units, subsequent to his becoming a person resident outside India,should the reasons of expediency, cost, interest of Unitholders and othercircumstances make it necessary for the Fund to do so. In such an event, noresident Unitholders who have subsequently become resident outside Indiashall have a right to claim the growth in capital and/ or income distribution.

This scheme has not been registered in any country outside India. To ensurecompliance with any Laws, Acts, Enactments, etc. including by way ofCirculars, Press Releases, or Notifications of Government of India, the Fundmay require/give verification of identity/any special/additional subscription-related information from /of the Unitholders(which may result in delay indealing with the applications, Units, benefits, distribution, etc./givingsubscription details, etc). Each Unitholder must represent and warrant to theTrustee Company/TAMPL that, among other things, he is able to acquireUnits without violating applicable laws. The Trustee Company will notknowingly offer or sell Units to any person to whom such offer or sale wouldbe unlawful, or might result in the Fund incurring any liability or suffering anyother pecuniary disadvantages which the Fund might not otherwise incur orsuffer. Units may not be held by any person in breach of the law orrequirements of any governmental, statutory authority including, withoutlimitation, Exchange Control Regulations. The Trustee company may,compulsorily redeem any Units held directly or beneficially in contraventionof these prohibitions. In view of the individual nature of investment portfolioand its consequences, each Unitholder is advised to consult his/her ownprofessional advisor concerning possible consequences of purchasing,

holding, selling, converting or otherwise disposing of the Units under thelaws of his/her State/country of incorporation, establishment, citizenship,residence or domicile.

ii. Procedure for applicationHow to applyApplication forms complete in all respects, accompanied by or cheque /draft are to be submitted to any of the Authorised Investor ServiceCentres, as stated in the Offer Circular or as may be declared. All chequesand bank drafts accompanying the application form should contain theapplication form number and the name of the applicant on its reverse. Foradditional instructions, investors are requested to follow the applicationform carefully. All cheques/ drafts by the applicants should be made out infavour of “TGF - Tata Growth Fund” respectively and crossed “A/c Payeeand Not Negotiable”.

The Authorised Investor Service Centres/Marketing Associates who receivethe application form shall stamp and return the “Acknowledgement Slip” ofthe application form, thereby acknowledging receipt of the application form.The investors are requested to preserve the acknowledgement slip dulystamped by the Authorised Investor Service Centres / Marketing Associates.This shall be subject to final verification and scrutiny by the Trustee Company/ Asset Management Company that the cheque / demand draft and applicationform are in order / valid.

In case of a total investment of Rs.50,000/- and above, the investors shouldfurnish Income Tax P.A.N. / G.I.R. number and I.T. Circle address.

Application form (duly completed), along with a cheque (drawn on Mumbai)/ DD (payable at Mumbai) may also be sent by Mail directly to the Registrarviz. Computer Age Management Services (Private) Limited, Unit : TataMutual Fund, A&B Lakshmi Bhavan, 609, Anna Salai, Chennai – 600 006,superscribing the envelope as “ Tata Mutual Fund - Application form - TGF”or Tata Asset Management Pvt. Ltd. Mulla House, 51, M.G. Road, Fort,Mumbai-400 001.

If there is no Authorised Investor Service Centres where the investor resides,he/she may purchase a Demand Draft from any other Bank in favour of “TGF- Tata Growth Fund” payable at Mumbai, after deducting bank charges /commission (not exceeding rate prescribed by State Bank of India) fromthe amount of investment. If such bank charges / commission are not deductedby the applicant, then the same may not be reimbursed by the TrusteeCompany. Such bank charges / commission will be treated as an ongoingexpense. However in case of application along with local Cheque or BankDraft payable at Mumbai, at / from locations where TMF has its designatedAuthorised Investor Service Centres, Bank Draft charges/ commission mayhave to be borne by the applicant. In such cases the Trustee Company isentitled, in its sole and absolute discretion, to reject or accept any application.

Example:If an amount of Rs. 10,000/- is being invested in Tata Growth Fund by aninvestor resident in India having no specified collection centre near his / herresidence, the Demand Draft charges that he /she can deduct has beenillustrated below:

INVESTMENT DEMAND DRAFT THE CORRECT AMOUNTMADE (RS.) CHARGES (RS.) OF PAYMENT AFTER(say) RECOVERY OF DEMAND

DRAFT CHARGES (RS.)10,000.00 50.00 9950.00

Please note that Stockinvests and Postdated Cheques, Money Orders andPostal Orders would not be accepted.

Subscription by NRIsIn terms of Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000,RBI has granted general permission to NRIs to purchase, on a repatriationbasis units of domestic mutual funds. Further, the general permission is alsogranted to NRIs to sell the units to the mutual funds for repurchase or for thepayment of maturity proceeds, provided that the units have been purchased inaccordance with the conditions set out in the aforesaid notification.For the pur-pose of this section, the term “mutual funds” is as referred to in Clause (23D) ofSection 10 of Income-Tax Act 1961. However, NRI investors, if so desired,also have the option to make their investment on a non-repatriable basis.Subscription by FIIsIn terms of Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000.RBI has granted general permission to a registered FII to purchase on a repa-triation basis units of domestic mutual funds subject to the conditions set out inthe aforesaid notification. Further, the general permission is also granted to

16

FIIs to sell the units to the mutual funds for repurchase or for the payment ofmaturity proceeds, provided that the units have been purchased in accord-ance with the conditions set out in the aforesaid notification. For the purposeof this section, the term “mutual funds” is as referred to in Clause (23D) ofSection 10 of Income-Tax Act 1961.

Mode of Payment on Repatriation basisNRIsIn case of NRIs and persons of Indian origin residing abroad, paymentmay be made by way of Indian Rupee drafts purchased abroad andpayable at Mumbai or by way of cheques drawn on Non-Resident(External) (NRE) Accounts payable at par at Mumbai. Payments canalso be made by means of rupee drafts payable at Mumbai andpurchased out of funds held in NRE / FCNR Accounts.

In case Indian rupee drafts are purchased abroad or from Foreign CurrencyAccounts or Non-resident Rupee Accounts an account debit certificate fromthe Bank issuing the draft confirming the debit shall also be enclosed.

FIIsFIIs may pay their subscription amounts either by way of inward remittancethrough normal banking channels or out of funds held in Foreign CurrencyAccount or Non-resident Rupee Account maintained by the FII with a desig-nated branch of an authorized dealer with the approval of the RBI subject tothe terms and conditions set out in the aforesaid notification.

All cheques/drafts should be made out in favour of “Tata Growth Fund” andcrossed “Account Payee Only”. In case Indian Rupee drafts are purchasedabroad or from FCNR/NRE A/c. an account debit certificate from the Bankissuing the draft confirming the debit shall also be enclosed.

Mode of payment on Non-Repatriation basisIn case of NRIs/Persons of Indian origin seeking to apply for Units on a non-repatriation basis, payments may be made by cheques/demand drafts drawnout of Non-Resident Ordinary (NRO) accounts/ Non-Resident Special Rupee(NRSR) accounts and Non Resident Non-Repatriable (NRNR) accounts pay-able at the city where the Application Form is accepted.

Refunds, interest and other distribution (if any) and maturity proceeds/repur-chase price and /or income earned (if any) will be payable in Indian Rupeesonly. The maturity proceeds/repurchase value of units issued on repatriationbasis, income earned thereon, net of taxes may be credited to NRE/FCNRaccount (details of which should be furnished in the space provided for thispurpose in the Application Form) of the non-resident investor or remitted to thenon-resident investor. Such payments in Indian Rupees will be converted intoUS dollars or into any other currency, as may be permitted by the RBI, at therate of exchange prevailing at the time of remittance and will be dispatchedthrough Registered Post at the unitholders risk. The Fund will not be liable forany loss on account of exchange fluctuations, while converting the rupeeamount in US dollar or any other currency. Credit of such proceeds to NRE/FCNR account or remittance thereof may be permitted by authorized dealeronly on production of a certificate from the Fund that the investment was madeout of inward remittance or from the Funds held in NRE/FCNR account of theinvestor maintained with an authorized dealer in India. However, there is noobjection to credit of such proceeds to NRO/NRSR account of the investor ifhe so desires.

Subscription by Multilateral Funding Agencies, on full repatriation basis, issubject to approval by the Foreign Investment Promotion Board.

Rejection of applicationsApplications not complete in any respect are liable to be rejected. The TrusteeCompany may reject any application not in accordance with the terms of theScheme.

iii. General InstructionsDocuments to be submittedIn the case of applications under Power of AttorneyIf any application or any request for transmission is signed by a person holdinga valid Power of Attorney, the original Power of Attorney or a certified copyduly notarised should be submitted with the application or the transmissionrequest, as the case may be, unless the Power of Attorney has already beenregistered with the Fund / Registrar.

In the case of applications by limited Company or a corporate body or aneligible institution or a registered society or a Trust or a Fund or a FII etc.

In the case of applications by limited Company or a corporate body or aneligible institution or a registered society or a trust or a fund or a FII, a certified

true copy of the Board resolution of the Managing Body authorisinginvestments in Units including authority granted in favour of the officialssigning the application for Units and their specimen signature etc. alongwitha certified copy of the Memorandum and Articles of Association and / or bye-laws and/ or trust deed and / or partnership deed and Certificate ofRegistration should be submitted. The officials should sign the applicationunder the official designation. In the case of a Trust/ Fund, it shall produce aresolution from the Trustee(s) authorising such purchases.

The above mentioned documents or duly certified copy thereof must belodged separately at the office of the Registrar to the Offer, quoting the serialnumber of the application.

In case of non submission of the above mentioned documents, the TrusteeCompany is entitled, in its sole and absolute discretion, to reject or acceptany application.

Availability of Application Forms and Offering Circular

Application forms and copies of Offering Circular may be obtained from theoffice of Tata Asset Management Pvt. Ltd., Offices of the Authorised InvestorService Centres on Back Cover Page of this Offering Circular or any agentsof TMF.

Bank Account DetailsIt shall be mandatory for the Unitholders to mention their bank accountnumbers in their applications/requests for redemptions. Unitholders arerequested to give the full particulars of their Bank Account i.e. nature andnumber of account, name, Account Number, Nine digit Bank Code Number(For Electronic Credit Facility), branch address of the bank at the appropriatespace in the application form.

For faster dissemination of information, Unitholders are requested toprovide their e-mail ID.Any application for subscription /request for redemption without Bankaccount details will be rejected by the mutual fund.

PAN Number Details of the InvestorsAs per SEBI Circular SEBI/MD/CIR. No6/ 4213/04 dated March 1, 2004Whenever an application is for total value of Rs 50000 or more, the applicantor in case of application is in joint names, each of the applicants, shouldmention his/her permanent account number (PAN) allotted under the IncomeTax Act, 1961 or where the same has not been allotted, the GIR number andthe Income –tax Circle/Ward/District should be mentioned. In case whereneither the PAN nor the GIR number has been allotted, the fact of non –allotment should be mentioned in the application form.

Any application for suscription of units of the total value of Rs 50000 ormore without PAN number details will be rejected by the mutual fund.

XII. DIVIDENDS & DISTRIBUTIONSIn case of Growth Option the income / profits received / earned would beaccumulated by the Fund as capital accretion, aimed at achieving medium tolong term and also short term capital growth as reflected in the NAV. Guidedby the philosophy of value-oriented returns, the Trustee Company may peri-odically capitalise net earnings of the Scheme (including interest income andrealised gains on the Securities) by way of allotment/credit of bonus Units tothe Unitholders Accounts. Investors who wish to avail allotment of bonus unitas and when announced are advised to tick appropriate box provided in theapplication form. Pursuant to the allotment of bonus unit the NAV of the schemewould fall in proportional to the bonus unit allotted and as a result total value ofunits held by the investor would remain the same.

In case of Dividend Option the profits received / earned and so retained andreinvested may be distributed as Income at appropriate rates (after providingfor all relevant ongoing expenses, etc.) and at appropriate intervals as may bedecided by the AMC and/or Trustee Company will be distributed to theunitholders who hold the units on the record date of declaration of the Income.The Income distribution warrants shall be despatched within 30 days of thedeclaration of the Income.

The Fund does not assure any targeted annual return / income nor anycapitalisation ratio. Accumulation of earnings and / or capitalisation of bonusunits and the consequent determination of NAV, may be suspended temporarilyor indefinitely under any of the circumstances as stated in the clause“Suspension of Ongoing Sale, Repurchase or Switch of Units.”

Dividend Reinvestment Option :Unitholders under this Option also have the facility of reinvestment of the in-come so declared, if so desired. Income Distribution Warrants will not be des-

17

patched to such Unitholders. The income declared would be reinvested in theScheme on the immediately following ex-dividend date.

Certificates for Tax Deduction at Source (TDC) :Certificate for tax deduction at source will be issued one month after the end ofthe current financial year.

XIII. INTER SCHEME TRANSFERSTransfers of investments from one Scheme to another Scheme(includingthe present Scheme) under Tata Mutual Fund, shall be allowed only if:

such transfers are made at the prevailing market price for quoted securitiesor, Fair value in case of non-quoted/non-traded securities on spot basis;

the securities so transferred shall be in conformity with the investmentobjective of the Scheme to which such transfer has been made.

Systematic Investment Plan (SIP) The investors can benefit by investing specified Rupees amounts at regularintervals for a continuous period. The SIP allows the unitholders to invest afixed amount of Rupees at regular intervals for purchasing additional units ofthe scheme at NAV based prices. Investment can be done with the minimumamount and number of cheques specified by AMC from time to time. Thecheques should be drawn in favour of “Tata Growth Fund” and crossed “A/c.Payee only”. The cheques will be presented on the dates mentioned on thecheque and subject to realization. Units will be allotted at the applicable NAValong with applicable sales load.

Systematic Withdrawal Plan (SWP)This facility available to the unitholders of the scheme enables them to with-draw fixed sums from their unit accounts at periodic intervals. The amount

withdrawn under SWP by redemption shall be converted into the respectiveScheme units at the Repurchase price and such units will be subtracted fromthe unit balance of that unitholder. In case the date falls during a book closureperiod the immediate next Business day will be considered for this purpose.

The Authorised Investor Service Center may terminate SWP on receipt of anotice from the unitholder. It will terminate automatically if all units are liqui-dated or withdrawn from the account or upon the receipt of notification of deathor incapacity of the unitholder.

Systematic Transfer PlanA unitholder may establish a Systematic Transfer Plan (STP) and choose totransfer on a monthly or a quarterly basis from one TMF Scheme to anotherTMF Scheme on a date prescribed by the Investment Manager. The amountthus withdrawn by redemption shall be converted into units at the applicableNAV on the scheduled day and such units will be substracted from the unitbalance of that unitholder. Unitholders may change the amount, not below thespecified minimum, by giving two weeks prior written notice to the registrars.STP may be terminated automatically if the balance falls below the minimumaccount balance or upon the receipt of notification of death or incapacity of theunitholders by the fund. Rules relating to the plan may be changed from timeto time by the Investment Manager.

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ASSOCIATE TRANSACTIONS

i) As per SEBI Regulations, the Fund shall not make any investments in any unlisted securities of associate/group companies of the sponsors. The Fund willalso not make investment in privately placed securities issued by Associate/Group companies of the Sponsors. The Fund may invest not more than 25% ofthe net assets (of all the Schemes of the Fund) in listed securities of Group companies.

ii) Market value of investments made in companies which have invested more than 5% of the Net Assets of a scheme and investments made by that or anyother scheme of Tata Mutual Fund in such company or its subsidiaries within one year of the latter investment calculated on either side in terms of Regulation25(11) as on 29th February, 2004 as given Rs. lacs.

Company which has Invested Schemes in Schemes Aggregate Cost Outstandingwhich Companies which of Acquisition as athave invested have during the 29th February, 04more than 5% invested period ended at Fair /of the Net Assets 29th February, 04 Market Value

Maruti Udyog Ltd TSTBF TSEF 76.66 116.91

TBF 163.15 285.89

TEOF 2257.37 1301.41

TINR 104.05 106.26

TMIF 531.4 423.09

TMPF 161.15 172.74

TPEF 1275.65 339.36

TTSF 340.32 240.08

T Y C F 113.65 193.52

HCL Technologies Ltd TSTBF TIFNA 204.79 102.30

TIPF TIFSA 9.63 NIL

HD F C Bank Ltd TSTBF TIFNA 238.79 227.62

TIFSA 6.72 6.71

IDFC Ltd TSTBF TLF 6946.16 NIL

TIPF TSTBF 2469.98 NIL

TISCO TIPF TSEF 224.84 234.18

TDBF TBF 182.4 285.73

TFRSTF TEOF 2135.04 951.78

TLF TIFNA 348.69 336.39

TIFSA 13.95 9.35

TINR 35.68 42.97

TMIF 246.64 NIL

TMPF 149.39 146.09

TPEF 1446.66 465.36

TTSF 401.03 NIL

T Y C F 148.29 137.50

TATA CHEMICALS LTD TDBF TSEF 66.63 NIL

TBF 186.08 NIL

TIFNA 61.50 44.48

TINR 73.40 NIL

T Y C F 100.53 NIL

BANK OF BARODA TIFNA TBF 129.06 NIL

TEOF 207.73 NIL

TINR 158.28 NIL

TMIF 67.27 NIL

TPEF 253.23 NIL

TTSF 7 7 . 2 7 NIL

T Y C F 176.11 NIL

VSNL TFRSTF TIFNA 103.99 114.24

Tata Motors Ltd TFRSTF TSEF 71.75 92.31

TLF TBF 114.25 181.56

TEOF 807.22 416.67

TIFNA 353.47 354.32

TIFSA 13.34 8.61

TINR 89.2 82.36

TLF 991.89 389.60

TMIF 177.43 NIL

TPEF 634.06 292.12

TTSF 1 83. 8 7 182.17

T Y C F 95.49 158.61

ICICI Bank Ltd TFRSTF TDBF 1477.04 NIL

TBF 240.33 55.41

TEOF 881.45 5.90

TIFA 1292.35 55.41

TIFNA 400.54 356.03

TIFSA 25.02 13.17

TIPF 1496.5 NIL

TLF 36036.64 4401.86

TMIF 4373.6 111.16

TSTBF 19396.99 NIL

TPEF 295.45 174.49

T Y C F 422.71 110.83

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Company which has Invested Schemes in Schemes Aggregate Cost Outstandingwhich Companies which of Acquisition as athave invested have during the 29th February, 04more than 5% invested period ended at Fair /of the Net Assets 29th February, 04 Market Value

Bajaj Auto Ltd TIFA TSEF 196.18 172.25

TBF 340.33 271.90

TIFNA 253.25 195.47

TIFSA 12.94 5.05

TINR 53.23 49.86

TEOF 27.43 NIL

TMIF 6.81 NIL

TPEF 84.82 NIL

TTSF 27.37 NIL

T Y C F 135.69 122.39

Hero Honda Motors Ltd TIFA TSEF 271.05 234.24

TBF 259.98 152.87

TEOF 1140.88 1082.86

TIFNA 206.47 209.83

TIFSA 10.42 3.8 7

TINR 11.51 NIL

TMIF 318.32 266.54

TMPF 200.02 197.26

TPEF 486.04 591.78

T Y C F 151.19 138.08

IDBI TLF TBF 700.00 NIL

TFRSTF 1000.00 NIL

TIFA 5500.00 NIL

TIPF 6000.00 2962.30

TLF 34489.48 12034.84

TMIF 1500.00 1001.54

TMPF 1000.00 1000.00

TSTBF 15000.00 NIL

T Y C F 800.00 NIL

Tata Power Ltd TLF TEOF 9.85 NIL

TIFNA 144.51 146.48

TIFSA 3.45 3.89

TMIF 10.80 NIL

TPEF 26.42 NIL

TTSF 23.72 NIL

All the above companies are growth oriented blue chip companies with a proven track record.

iii) Total investment in securities of Associate/Group companies under all schemes is disclosed below. No investment was made in unlisted securities of Groupcompanies after the amendment of the SEBI Regulations in January 1998. Most of such equity shares, debentures, etc. were purchased from the opensecondary market at relevant market prices over a period of time based on the approved investment strategy. All these securities pertain to highly tradedBlue chip companies. In keeping with the investment objective of the Schemes, these companies offer good investment potential.

Rs. in lacs

Scheme As on 31.03.01 As on 31.03.02 As on 31.03.03 As on 29.02.04

Amount %ge Amount %ge Amount %ge Amount %ge

TBF 1612.24 15.34 909.19 8.72 1146.86 13.93 1228.18 12.45

TYCF 854.68 14.34 457.92 6.94 648.65 10.22 866.92 8.98

TTSF 232.35 9.61 354.24 12.72 318.97 13.59 386.88 8.51

TSEF 52.90 2.22 348.73 13.52 563.32 26.58 874.16 15.07

TIF (R) 1353.70 5.24 212.52 1.84 – – – –

TIF(A) 106.75 0.75 106.26 0.51 302.89 1.42 – –

TITSA – – 91.66 24.91 77.89 15.92 – –

TITSB – – 36.41 17.50 – – – –

TPEF 867.06 24.00 409.43 12.50 464.19 17.75 1756.26 14.91

TLS – – 77.51 3.51 55.07 3.31 218.28 6.69

TINR – – 370.58 13.38 535.25 21.37 583.17 14.81

TIFS – – – – 4.01 7.79 36.83 14.91

TIFN – – – – 3.42 7.81 1532.84 11.11

TMIF – – – – 33.07 3.11 532.94 1.24

TIPF – – – – – – – –

TEOF 3075.86 13.53

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iv) The following amounts were paid/provided for as selling commission by the respective schemes to Associate Companies for their marketing efforts inmobilising subscriptions for the units of such schemes.

Rs. in lacs

As on 31/3/2001Name of Scheme Aftaab Eureka Panatone Taj Inv. Tata Tata Share Tata Trent Tata

Invest. Forbes Fin & Fin Chem Reg. Sons Brands Fin. Sec.TBF – – – – – 1.97 – – 6.99TYCF – – – – – 0.97 – – 15.31TTSF – – – – – 0.19 – – 1.54TSSF – – 0.23 – – 0.39 0.23 – 2.09TIFR – 5.51 – 0.26 – 3.82 0.12 – 30.89TIFA 7.64 – – – – 0.27 – 0.18 14.67TPEF – – – – – 1.23 0.11 – 204.68TLSTF – – – – – 0.29 – – 2.79TLFA – – – – – 0.03 0.17 0.05 0.39TLFR – – – – 1.34 0.08 0.84 – 0.81TLSP1 – – – 0.03 2.22 – – – –TLSP2 – – 0.75 – – – – – –TGSFR – – – – – 0.04 – – 5.88TGSFA – – – – – – 0.19 – 49.61

AS on 31/3/2002 Rs. in lacs

Tata TD Tata Share Tata Sons & Tata Chemicals Aftaab Tata Sons Waterhouse Registry Consult Serv Limited Investments Limited

Securities Ltd Limited Empl. Welf Trust

TBF 3.62 0.25 – – – 0.56TSSF 3.47 0.20 – – – 0.13TIFA 20.94 0.14 – – 1.23 0.19TGSFA 2.90 0.06 0.33 – – 2.40TGSFR 2.23 0.10 – – – 1.19TLFA 5.54 0.00 – – 0.07 0.17TLFR 1.79 0.01 – 0.65 – 0.55TLSP1 – – – – – 0.39TLSP2 – – – 0.17 – –TLSTF 3.53 0.16 – – – 0.06TIFR 13.81 0.43 – – 4.33 10.32TPEF 4.59 0.28 – – – 0.02TTSF 0.98 0.10 – – – –TYCF 2.88 0.11 – – – –

As on 31/03/2003 Rs. in lacs

Tata TD Tata Tata Tata Tata Tata Panatone Eureka Trent Tata TajWaterhouse Share Chemicals Sons Sons & Investment Finance Forbes Brands Inv. Inv.

Securities Registry Ltd. Ltd. Serv. Empl. Corpn. Ltd. & Fin. & Fin.Ltd. Ltd. Welfare Ltd. Co. Ltd. Ltd.

Trust

TBF 3.37 0.10 – 0.16 – – – 1.37 – – –TYCF 1.69 0.08 – – – – – – – – –TTSF 1.69 0.06 – – – – – – – – –TSEF 2.27 0.11 – 0.03 – – 0.03 – – – –TIFA 33.91 1.17 0.36 2.23 – 0.16 – – – 1.22 –TPEF 3.59 0.20 – 0.01 – – – – – – –TLF 15.06 0.01 – 0.23 – – – 0.18 0.32 – 0.63TLSTF 2.11 0.08 – 0.01 – – – 0.08 – – –TGSF 6.15 0.21 – 0.66 0.07 – – – – – –TSTBF 7.88 0.01 – – – – – 0.01 0.18 – –TIPF 12.24 0.01 – – – – – – – – 0.08TMIF 1.51 0.06 – – – – – – – – –TLHIF 0.60 – – – – – – – – – –TIFNA 0.07 – – – – – – – – – –TIFSA 0.12 – – – – – – – – – –TEOF 0.14 – – – – – – – – – –TINR 1.10 – – – – – – – – – –

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As on 29/02/2004

Taj Inv. & Tata Tata Share Tata TDFinance Finance Registry WaterhouseCo. Ltd. Ltd. Ltd. Securities Ltd.

TIFA 0.82 0.00 0.61 14.85TLF 0.02 0.00 0.33 24.13TBF 0.00 0.10 0.06 1.53TIPF 0.00 0.01 0.04 36.75TGSF 0.00 0.00 0.13 15.61TMIF 0.00 0.00 0.06 4.08TPEF 0.00 0.00 0.16 2.33TSEF 0.00 0.00 0.06 0.81TTSF 0.00 0.00 0.03 0.26TYCF 0.00 0.00 0.04 1.10TDBF 0.00 0.00 0.00 10.22TEOF 0.00 0.00 0.00 2.99TIXF 0.00 0.00 0.00 0.48TLSTF 0.00 0.00 0.00 0.07TSTBF 0.00 0.00 0.00 12.32TFRF 0.00 0.00 0.00 0.26

v. The following amounts were paid/provided for to Tata Share Registry Ltd.,for utilization of their services as R&T Agent.

Rs.in lacs

Scheme As on As on As on31.03.01 31.03.02 31/03/03

TBF 17.51 10.51 4.37

TYCF 18.02 16.51 6.82

TTSF 9.57 5.93 2.37

TSEF 8.34 3.05 1.33

TIF 4.53 16.31 6.88

TPEF 5.44 2.95 1.53

TLSTF – 2.33 0.94

vi. Total percentage of broking business given and the brokerage paid(and included in the cost of investments) to Associate brokers is disclosed below. Thebrokerage paid to the Associate brokers compare with that prevailing in the Capital market for buying/selling of securities.

Rs. in Lacs

Name As on As on As on As on31.03.01 31.03.02 31.03.03 29.02.04

%ge Rs. %ge Rs. %ge Rs. %ge Rs.

Tata TD Waterhouse Securities Ltd. 3.95 9.85 3.71 6.23 3.95 6.39 1.01 4.81(Formerly Tata Finance Securities Ltd.)

vii. The Fund has not undertaken any Underwriting obligations withrespect to any Public Issue of Associate Companies. During last 3fiscal years the Fund has not subscribed to anyIssue lead managed byan Associate Company

TBF : Tata Balanced Fund

TYCF : Tata Young Citizens’ Fund

TTSF : Tata Tax Saving Fund

TSEF : Tata Select Equity Fund

TIFR : Tata Income Fund (Regular Income Option)

TIFA : Tata Income Fund (Appreciation Option)

TPEF : Tata Pure Equity Fund

TLFA : Tata Liquid Fund (Appreciation Option)

TLFR : Tata Liquid Fund (Regular Income Option)

TLSP1 : Tata Liquid Fund (Serial Plan 1)

TLSP2 : Tata Liquid Fund (Serial Plan 2)TLF : Tata Liquid Fund

TLSTF : Tata Life Sciences & Technology Fund

TGSFA : Tata Gilt Securities Fund (Appreciation Option)

TGSFR : Tata Gilt Securities Fund (Regular Income Option)

TSTBF : Tata Short Term Bond Fund

TITSA : Tata Ind Tax Shield Plan A

TITSB : Tata Ind Tax Shield Plan B

TINR : Tata Ind Nav Ratna

TIPF : Tata Income Plus Fund

TMIF : Tata Monthly Income Fund

TIFNA : Tata Index Fund Nifty

TIFSA : Tata Index Fund Sensex

TEOF : Tata Equity Opportunities Fund

TDBF : Tata Dynamic Bond Fund

TGSF : Tata Gilt Securities Fund

TIXF : Tata Index Fund

COMPUTATION OF NAV & VALUATION OF ASSETS

i. Computation & Determination of Net Asset ValueNet Asset Value (“NAV”) of the Units shall be determined daily as of theclose of each Business Day on which the Bombay Stock Exchange is openfor trading.

NAV shall be calculated in accordance with the following formula :

Market Value of Scheme’s Investments + Accrued Income +Receivables + Other Assets + Unamortised portion of initial issueexpenses - Accrued Expenses - Payables - Other Liabilities

NAV= —————————————————————————- Number ofUnits Outstanding

The unamortised portion of initial issue expenses will be included in thecalculation of NAV in accordance with the terms mentioned elsewhere in theOffering Circular.

The computation of Net Asset Value, valuation of Assets, computation ofapplicable Net Asset Value (related price) for ongoing Sale, Redemption,Switch and their frequency of disclosure shall be based upon a formula inaccordance with the Regulations and as amended from time to time includingby way of Circulars, Press Releases, or Notifications issued by SEBI or theGovernment of India to regulate the activities and growth of Mutual Funds.

ii. NAV InformationThe Scheme’s NAV will be available on all Business Days at the AuthorisedInvestor Service Centres. The Fund will endeavour to publish the Scheme’sNAV on all Business Days in atleast 2 Daily Newspapers (along with saleand repurchase price). In the event NAV cannot be calculated and / orpublished, such as because of the suspension of trading on the BombayStock Exchange, during the existence of a state of emergency and / or abreakdown in communications, the Board may suspend determination and /or publication of the NAV of the Units.

NAV will also be updated on a daily basis on Association of Mutual FundIndia (AMFI) website.

Sale Price = Applicable NAV *(1 + Sales Load, if any)

Repurchase Price = Applicable NAV *( 1 - Exit Load, if any)

Example : if the applicable NAV is Rs. 10.00; sales/entry load is 2 per centand the exit/repurchase load is 2 per cent then the sales price will be Rs.10.20 and the repurchase price will be Rs. 9.80.

22

iii. Valuation of AssetsNAV of the Scheme as stated in the foregoing clause for “Computation &Determination of NAV” will be determined by dividing the net assets of theScheme by the number of outstanding Units on the valuation date.

Valuation of Assets will be in accordance with the provisions of the SEBI(Mutual Fund) Regulations 1996 (Guidelines) directives as amended fromtime to time.

REPURCHASE, RESALE & SWITCH OF UNITSi. Relevant NAV for Repurchase, Resale & Switch of Units

Upto 3.00pm on all business days.

Valid application for “switch out” shall be treated as redemptionsw andfor“switch in” shall be treated as purchases and the relevant NAV shall beapplicable accordingly.

Above cut-off timings shall be applicable to investments made through“Sweep” mode.

ii. Repurchase of Units of Tata Growth FundRequests for repurchase can be submitted on any Business Days of theMonth, at our Authorised Service Centres(mentioned in this OfferDocument). The repurchase request can be made for a minimum of Rs.1000/- / 100 units or in multiples of Rs.1000/- / 100 Units or for all theUnits. The Units will be repurchased (sold back to the Fund) at the relevantNAV (as stated in the foregoing clause(s) for “Relevant NAV forrepurchase, resale & switch of units”), less any administrative cost andother charges termed as Repurchase Load and which shall be theapplicable Repurchase price / NAV related price. The repurchase pricewill be in accordance with Regulation 49(3) of the Securities & ExchangeBoard of India (Mutual Funds) Regulations, 1996, which shall not be lowerthan 93% of the NAV and further that the difference between the saleand repurchase price shall not exceed 7% calculated on the sale price.The Trustee Company may however, from time to time review and modifythe repurchase load for each choice of investment as stated in theforegoing clause on “Unitholder Transaction Expenses”. The Units ifpartially repurchased would be subtracted from the Unit balance of thatUnitholder on “First In First Out” basis i.e. the Units that were offered /allotted first would be the first to be repurchased. In case amount iswithdrawn, the same will be converted into Units at the applicableRepurchase price / NAV related price and the number of Units so arrivedat will be subtracted from the Unit balance of that Unitholder on “First InFirst Out” basis. The repurchase would be permitted to the extent of creditbalance in the Unitholder’s account.

The repurchase cheque will be issued in the name of the first unitholder.Under normal circumstances, the Fund will ensure that the repurchasecheques are despatched within ten business days from the date of receiptof the repurchase request. In the event of partial repurchase, the Fundshall despatch the revised Account Statement for the balance number ofUnits still being held by the Unitholder along with the repurchase cheque.Credit balances in the account of a Non- Resident Unitholder on maturityor otherwise, (where RBI final approval and any other approval (if anyrequired) has been obtained) may be repurchased by the Fund by suchUnitholder in accordance with the procedure described above and alsosubject to any procedures laid down by RBI and any other agency. Suchrepurchase proceeds will be paid by means of a Rupee cheque payableto the NRE/ NRO account of the Unitholder or subject to RBI proceduresand approvals, such payment in Indian Rupees will be converted into USDollars or into any other currency, as may be permitted by RBI, at therate of exchange prevailing at the time of remittance and will bedespatched at the applicants’ risk, or at the request of the applicants’ willbe credited to their NRE/ NRO Accounts, details of which are to befurnished in the space provided for this purpose in the Repurchase Form.The Fund will not be liable for any delays or for any loss on account ofexchange fluctuations, while converting the rupee amount in US Dollaror any other currency. The Fund (if required) may also make arrangementsto obtain RBI approvals on a case-by-case basis on behalf o theUnitholder, subject to the Unitholder providing the Fund with the necessarydocuments required.

iii. Possible Deferral of Repurchase Requests and CompulsoryRepurchaseThe AMC may, in the general interest of the unitholders of the Scheme,keeping in view the unforeseen circumstances/unsure conditions, limit

the total number of units which may be repurchased on any BusinessDay to 15% of the total number of units then in issue under the Scheme(or such higher percentage as the AMC may decide in any particularcase). Any units which by virtue of these limitations are not repurchaseon a particular Business Day will be carried forward for repurchase to thenext Business Day, in order of receipt. Repurchase so carried forward forrepurchase to the next Business Day, in order of receipt. Repurchase socarried forward will be priced on the basis of the Repurchase Price of theBusiness Day on which repurchase is made. Under such circumstances,to the extent multiple repurchase requests are received at the same timeon a single Business Day, repurchase will be made on pr-rata basis,based on the size of each repurchase request, the balance amount beingcarried forward for repurchase to the next Business Day(s).

The Fund may mandatorily redeem all the Units of any Unitholder:

if the value of the account falls below the minimum Account balanceof Rs.5,000/- (based on prevailing NAV) and / or 500 Units in thenormal repurchase/switch and the unitholders fails to invest sufficientfunds or to purchase sufficient units to bring the value of the accountupto the minimum level within 30 days after a written intimation inthis regard is sent by the fund to that unitholder; or

where the Units are held by a Unitholder in breach of any regulations;or The repurchase would be permitted to the extent of credit balancein the Unitholder’s account.

iv. Centres where repurchase/resale/switch requests can be given :Authorised Investor Service Centres :For the list of Authorised Investor Service Centres, please refer to theBack Cover Page of this Offering Circular.

v. Spread between Sale and Repurchase PriceThe spread between the sale and repurchase price will be in accordancewith Regulation 49(3) of the Securities & Exchange Board of India (MutualFunds) Regulations, 1996. Accordingly, the repurchase price shall notbe lower than 93% of the NAV while the sale price shall not be higherthan 107% of the NAV and further that the difference between the saleand repurchase price shall not exceed 7% calculated on the Sale price.Please also refer to the Clause on “Unitholder Transaction Expenses”.

vi. Switch of Units within the Funds / Schemes / Plans of Tata MutualFundAfter the reopening of the scheme, Unitholders under this scheme mayexchange their Units for Units of the other Funds/ Schemes / Plans inTata Mutual Fund (the existing Funds / Schemes / Plans and others asmay be announced / launched from time to time) on the basis of theterms / rules / Regulations/ provisions prevalent for the relevant Funds /Schemes / Plans, of the respective Units (of the relevant Funds / Schemes/Plans) to be exchanged.

Requests for switch may be submitted on any Business Day of the Month,at our Authorised Investor Service Centres. The Units will be switched atthe relevant NAV (as stated in the foregoing clause(s) for “Relevant NAVfor repurchase / resale & switch of units”), plus any administrative costand other charges and which shall be the applicable resale / NAV relatedprice. The Units thus switched would be subtracted from the Unit balanceof that Unitholder on “First In First Out” basis i.e. the Units that wereoffered / allotted first would be the first to be switched unless otherwiseindicated by unitholders. In case amount is switched the same will beconverted into Units at the applicable resale / NAV related price and thenumber of Units so arrived at will be subtracted from the Unit balance ofthat Unitholder on “First In First Out” basis unless otherwise instructed bythe Unitholder. The minimum amount / number of Units that may beexchanged for amount / Units of the other Funds / Schemes / Plans inTata Mutual Fund will be the minimum amount / number of Units asapplicable to the relevant Funds / Schemes / Plans to be exchanged ofthis Scheme.

Unitholder should note that each exchange represents the sale of Unitsfrom one Scheme (which may produce a capital gains or loss) and thepurchase of Units in another Scheme and for NRI/ FII/ OCB unitholder isalso subject to any final approval and procedures laid down by RBI andany other agency (if any).

vii. Suspension of ongoing Sale, Repurchase or Switch of UnitsThe ongoing sale, repurchase or switch of Units may be suspendedtemporarily or indefinitely under any of the following circumstances:

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Stock markets stop functioning or trading is restricted.

Periods of extreme volatility in the capital / stock markets, which in theopinion of the Asset Management Company is prejudicial to the interestsof the Unitholders.

A complete breakdown or dislocation of business in the major financialmarkets.

Natural calamities.

Declaration of war or occurrence of insurrection, civil commotion or anyother serious or sustained financial, political or industrial emergency ordisturbance.

SEBI, by order, so directs.

On a requisition made by three-fourths of the Unitholders.

The Fund also reserves the right, to withdraw sale of Units in the Schemetemporarily or indefinitely, if the Asset Management Company / TrusteeCompany views that increasing the Scheme’s size further may provedetrimental to the existing Unitholders of the Scheme. An offer for freshsubscription of Units is not binding on and may be rejected by the AssetManagement Company / Trustee Company, unless it has been confirmedin writing by the Asset Management Company / Trustee Company andpayment has been received.

Suspension of repurchase facility under the scheme shall be madeapplicable only after the approval from the Board of Directors of the AMCand Trustee Company. The approval from the AMC & Trustee CompanyBoards giving details of circumstances and justification for the proposedactions shall be informed to SEBI in advance.

viii. Unclaimed Redemption/Dividend AmountThe unclaimed Redemption amount and Dividend amount may bedeployed by the Mutual Fund in Call Money Market or Money MarketInstruments only and the investor who claims these amounts during aperiod of three years from the due date shall be paid at the prevailing NetAsset Value. After a period of three years, this amount will be transferredto a pool account and the investor can claim the amount at NAV prevailingat the end of third year. The income on such funds will be used for thepurpose of investor education. The AMC will make continuous efforts toremind the investors through letters to take their unclaimed amount.Further, the investment management fee charged by the AMC formanaging unclaimed amounts shall not exceed 50 basis points.

ACCOUNTING POLICIES

i. Accounts and AuditTAMPL will keep and maintain the books of accounts, records and documentsfor the Scheme so as to explain its transactions and to disclose the financialposition of the Scheme. The Trustee shall arrange for the financial statementsof the Scheme to be audited as of every 31st March and shall prepare anannual report and annual statement of account. The first such audit will beconducted and such annual report prepared for the year / period ending March31st, 2004. The Board shall have the financial statements for the Schemeaudited by such Chartered Accountant(s) as may be appointed for that purposeby the Trustee Company. S.B.Billimoria & Co. Chartered Accountants, havebeen appointed in such capacity. The fund shall follow the accounting policiesas prescribed under the SEBI (Mutual Funds) Regulations 1996.

XX. TAX TREATMENT OF INVESTMENTS IN MUTUAL FUNDSCertain tax benefits as described below are available, under present taxationlaws to the Unitholders holding the Units as an investment. The information setout below is included for general information purposes only and does notconstitute legal or tax advice. In view of the individual nature of the taxconsequences, each investor is advised to consult his or her own tax consultantwith respect to specific tax implications arising out of their participation in theScheme. Income Tax benefits to the mutual fund and to the unitholder is inaccordance with the prevailing tax laws as certified by S.B. Billimoria & Co.,Chartered Accountants, the Auditors of the Scheme.

TAX BENEFITS TO THE FUNDTata Mutual Fund is a Mutual Fund registered with the Securities ExchangeBoard of India and hence the entire income of the Fund will be exempt fromIncome-tax in accordance with the provisions of Section 10(23D) of the Act.

The Fund will receive all income without any deduction of tax at source underthe provisions of Section 196(iv), of the Act.

However, on income distribution, if any, made by the Fund on or after 1st April,2003, income-tax will be payable under Section 115R of the Act, at 12.8125%(inclusive of surcharge on income-tax), except, inter alia, in the case of open-ended equity-oriented funds, (i.e. where the investible funds are invested byway of equity shares in domestic companies to the extent of more than 50% ofthe proceeds of the fund where no such tax will be levied for the period of 1year commencing from 1st April 2003.

Tax Benefits to Unitholders

Income Tax

All Unitholders

Income received in respect of units of a mutual fund, in respect of incomedistribution made on or after 1 April, 2003, would be exempt from tax in thehands of the Unitholders under Section 10(35) of the Act.

Tax Deduction at Source:

All Unitholders:

In view of the exemption of income in the hands of the Unitholders, no incometax deductible at source, on income distribution by the Fund, under theprovisions of Sections 194K and 196A of the Act.

Domestic Unitholders:

No income tax is deductible at source from income by way of Capital Gainsunder the present provisions of the Act.

Foreign Institutional Investors:

Under Section 196(D) of the Act, no deduction shall be made from any incomeby way of capital gains, in respect of transfer of securities referred to in Section115 AD, of the Act.

Other Non-resident Unitholders:

Part II of the First Schedule to the Finance Act, 2003, provides for deductionof tax at source from capital gains at the rate of 20% where they relate tolong-term capital gains and at the marginal rates, viz. at 30% in case of non-corporate Unitholders and at 40% in case of corporate Unitholders, in caseof short term capital gains. Surcharge on Income Tax will be levied at 10%,on such tax, in respect of non-corporate Unitholders, where their incomeexceed Rs. 850,000/- and at 2.5% thereof in case of all corporate Unitholders.

Other BenefitInvestments in Units of the Mutual Fund will rank as an eligible form ofinvestment under Section 11(5) of the Act read with Rule 17C of the IncomeRax Rules, 1962, for Religious and Charitable Trusts.

Wealth TaxUnits held under the Schemes of the Fund are not treated as assets as definedunder Section 2(ea) of the Wealth Tax Act, 1957 and therefore would not beliable to wealth tax.

Gift TaxThe Gift-tax Act, 1958 has ceased to apply to gift made on or after 1st October1998. Gifts of Units, purchased under the Schemes, would therefore, beexempt from gift-tax.

Capital Gains Tax:Foreign Institutional InvestorsLong term capital gains on sale of Units, held for a period of more than twelvemonths, would be taxed at the rate of 10% under Section 115(AD) of the Act.Such Gains would be calculated without indexation of cost of acquisition. Shortterm Capital Gains would be taxed at 30%. The above tax rates would beincreased by applicable surcharge, in case of non-corporate Unitholders.

Other UnitholdersLong term Capital Gains on sale of Units, held for a period of more than twelvemonths, will be chargeable under Section 112 of the Act, at concessional ratesof tax, at 20%, as increased by the applicable surcharge.

The following amounts would be deductible from the full value of consideration,to arrive at the amount of capital gains:

cost of acquisition of Units as adjusted by Cost Inflation Index notified bythe Central Government, and

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expenditure incurred wholly and exclusively in connection with suchtransfer;

In case of individuals and Hindu Undivided Families, where taxable incomeas reduced by long term capital gains is below the basic exemption limit, thelong term capital gains will be reduced to the extent of the shortfall and onlythe balance long term capital gains will be subject to a flat rate of IncomeTax.

However where the tax payable on such long term capital gains, computedbefore indexation, exceeds 10% as increased by applicable surcharge, ofthe amount of capital gains, such excess tax shall not be payable by theUnitholder.

Short-term capital gains in respect of Units, held for a period of not more tantwelve months, will be aggregated with other income and taxed at rates oftax, including surcharge, applicable to normal income.

Religious & Charitable Trusts, Institutions, etc.

Investments in Units of the Fund will rank as an eligible form of investmentunder Section 11(5) of the Income Tax Act, 1961 read with Rule 17 C ofIncome Tax Rules, 1962 for Trusts, Institutions, etc.

The Trusts, Institutions, etc. may subscribe Units in the Scheme subject tothe relevant provisions of the respective trust deeds or their rules &Regulations and applicable statutory provisions, if any, governing theirinvestments.

Tax Benefits to the Fund

The entire income of the Fund will be exempt from Income tax Act, inaccordance with the provisions of Section 10(23D) of the Income Tax Act,1961. The Fund will receive all income without any deduction of tax at source.

INVESTORS’ RIGHTS & SERVICES

i. RightsAn abridged schemewise annual report shall be mailed to all theunitholders not later than six months from the date of closure of the relevantaccounting year and the full annual report shall be available for inspectionat the head office of the fund and the copy shall be made available to theunitholders on request on payment of nominal fees if any.

Before expiry of one month from the close of each half year, i.e. on 31/3and 30/9, the fund will publish its unaudited financial results in theprescribed format as per SEBI Circular MFD/CIR/1/200/2001 dated April20, 2001 in one national English daily newspaper and in a newspaper inthe language of the region where the HO of the fund is situated.

Before expiry of one month from the close of each half year that is on 31/3 and 30/9, the fund will publish its scheme portfolio in the prescribedformat as per SEBI Circular MFD/CIR/9/120/2000 dated November 24,2000 in one national English daily newspaper and in a newspaper in thelanguage of the region where the HO of the fund is situated, or send acopy of the scheme portfolio to all the unitholders.

Unitholders under the Scheme have a proportionate right in the beneficialownership of the assets of TMF under the Scheme.

The Unitholders have a right to ask the Trustee Company about anyinformation which may have an adverse bearing on their investments,and the Trustee Company shall be bound to disclose such information tothe Unitholders as stated in the clauses “NAV Information” & “Informationregarding the Scheme”.

The Unitholders have a right to receive audited annual report settingforth the financials of the Scheme as on 31st March along with the entireportfolio in detail.

The appointment of the Asset Management Company can be terminatedby majority of the trustees or by 75% of the unitholders of the scheme.

The trustees shall ensure that no change in the fundamental attributes ofany scheme or the trust or fees and expenses payable or any other changewhich would modify the scheme and affects the interest of unitholders,shall be carried out unless:-

(i) a written communication about the proposed change is sent to eachunitholder and an advertisement is given in one English dailynewspaper having nationwide circulation as well as in a newspaperpublished in the language of the region where the Head Office of

the mutual fund is situated; and

(ii) the unitholders are given an option to exit at the prevailing Net AssetValue without any exit load.”

Unitholders have the right to inspect all the documents listed under theclause “Documents Available for Inspection”.

Under normal circumstances, the Redemption proceeds shall bedespatched within ten Business Days from the date of Redemption,while income distribution warrants shall be despatched within 30 daysof the declaration of income.

ii. ServicesRegister of Unitholders

A register of Unitholders shall be maintained at the office of the AssetManagement Company and also at the office of the Registrar and atsuch other places as the Trustee Company may decide and such registershall be conclusive evidence of ownership. The register shall contain thefollowing particulars :

The names and addresses of the Unitholders

The number of Units held by each such holder

The date from which the Unit(s) are held in the name of the holder(s)

The option opted for making investment

The register may be closed for such time and for such period as the TrusteeCompany may determine so. However, the register shall not remain closedfor more than 45 business/ working days in any one year. In the event of aclosure of the register for a period or periods, notice shall be given by way ofpublication in newspaper(s) or other media. Requests for fresh/ ongoing sales,Redemption, switch will not be accepted during the period when the registeris closed. Except when the register is closed, the register shall during thebusiness hours subject to such reasonable restrictions as the TrusteeCompany may impose, but not less than two hours on each business day, bekept open for inspection by any Unitholder. Subject to the provisions hereincontained, the Trustee Company and TAMPL shall neither receive notice inrespect of any Unit of any trust express, implied, or constructive, nor shallthey be bound to enter any such notice in respect of any Unit in the registerexcept when so directed by a Court of Competent jurisdiction.

Each Unitholder will receive an updated Account Statement, along with a A.S. Number (for control purposes) each time fresh / ongoing sale, partialredemptions / Redemption / switch of Units are made or any other distributions(other than Income Distribution), if any, in respect of Units are declared andpaid. Fractional Units will be computed and accounted for upto three decimalplaces.

iii. Information regarding the SchemeTMF will publish annually, as soon as possible after31st March each year but not later than six months thereafter as the TrusteeCompany may decide, an audited annual report setting forth the financials ofthe Scheme as on 31st March. The Scheme’s entire portfolio in detail will alsobe disclosed half-yearly. TMF shall before the expiry of one month from theclose of each half year i.e.31st March and 30th September publish, by meansof an advertisement in one English language national daily newspaper and ina vernacular language newspaper published in Mumbai, the Scheme’sunaudited financial results. The Board shall also make such periodic disclosuresto the Unitholders as are required by the SEBI Regulations and are essentialto keep them informed about any information which may have an adversebearing on the Scheme. As such, the disclosure of information, etc. of theScheme will be in accordance with SEBI Regulations including Schedule XI &XII thereof.

An abridged Schemewise annual report shall be mailed to all unitholders notlater than six months from the date of closure of the relevant accounting yearand the full annual report shall be available for inspection at TAMPL; a copyshall be made available to the unitholders on request, on payment of nominalFees, if any. The Annual Report and abridged summary thereof shall containdetails as specified in the Eleventh Schedule of the SEBI Regulations andsuch other details as are necessary for the purpose of providing a true and fairview of the operations of the mutual fund; Provided that the abridgedschemewise annual report mailed to unitholders need not contain full portfoliodisclosure, if the full accounts are published in newspapers, but should containdetails of group company investments such as the name of the company, theamount of investment made in each company of the Group by each schemeand the aggregate investments made by all schemes in the group companies

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of the sponsor.

The Annual Report of the Asset Management Company will also be displayedon the website of the AMC.

Annual Report, Half Yearly Results and Half Yearly Portfolio Statement ofMutual Fund will also be displayed on the website of AMC and AMFI.

Mutual Funds can send account statements annual report, portfolio statementsand other correspondence to the unit holders using e-mail as an alternate modeof communication, with the consent of their unitholders.

iv. Meeting and consent of Unitholders

Pursuant to Clause 15 of Regulation 18 of the SEBI (Mutual Funds) Regulations,1996 (the SEBI Regulations), the Trustee Company shall call for a meetingand obtain the consent of the Unitholders of the Scheme (entirely at the optionof the Trustee Company, either at a meeting of the unitholders or through postalballot or any other mode of communication in conformity with the Regulationsand/or SEBI Regulations) under any of the following circumstances:

whenever required to do so by SEBI in the interest of the Unitholders.

upon the request of three-fourths of the Unitholders of the Scheme.

if the Trustee Company determines to wind up the Scheme or prematurelyredeem the units.

The trustees shall ensure that no change in the fundamental attributes ofany scheme or the trust or fees and expenses payable or any other changewhich would modify the scheme and affects the interest of unitholders,shall be carried out unless:-

(i) a written communication about the proposed change is sent to eachunitholder and an advertisement is given in one English dailynewspaper having nationwide circulation as well as in a newspaperpublished in the language of the region where the Head Office ofthe mutual fund is situated; and

(ii) the unitholders are given an option to exit at the prevailing Net AssetValue without any exit load.”

No amendment to the Trust Deed shall be carried out without the priorapproval of SEBI and Unitholders approval would be obtained where itaffects the interests of unitholders.

v. Benefits to the Unitholders

All benefits accruing / earned under the Scheme in respect of income ( notincluded in NAV ), capital, reserves and surpluses, if any, at the time of theirdeclaration or otherwise under the Scheme shall be available only to theUnitholders who hold the Units at the time of its / their declaration.

vi. Documents available for inspection

Following documents will be available for inspection by the prospective investors/ Unitholders on all Business Days between 11.00 am and 1.00 p.m. at theOffice of Tata Asset Management Private Limited.

A copy of Memorandum & Articles of Association of TAMPL.

A copy of the Custodian Agreement.

Consent from the Auditors to act in the said capacity.

SEBI (Mutual Funds) Regulations, 1996.

A copy of the Offering Circular.

Copy of the Trust Deed.

Copy of Memorandum & Articles of Association of Trustee Company.

Copy of Investment Management Agreement.

Copy of Registration Certificate from SEBI.

Copy of Agreement with Registrars

Indian Trusts Act, 1882

INVESTOR GRIEVANCES REDRESSAL MECHANISM

The complaints by investors are usually received at CAMS, AuthorisedInvestor Service Centres. If the complaints are queries like non-receipt ofcertificate, change of address etc. which are only redressable by the Mumbaioffice they are answered by the same. Complaints/ queries solvable at thelocal Authorised Investor Service Centres are addressed accordingly.

A complete record of complaints received and attended is maintained and areview is carried out periodically by TAMPL to ensure prompt redressal ofcomplaints.

Yearwise breakup of Investor Complaints

Up to Opening Letters Total Letters LettersBalance Received Attended Balance

31/03/2001 6 15262 15268 15257 11

31/03/2002 11 7342 7353 7353 0

31/03/2003 0 15373 15373 15364 9

29/02/2004 9 2547 2556 2556 0

Conflict of interestThe Trustee Company, the Asset Management Company, the Custodian, theRegistrar, any Associate, any Distributor, Dealer, other companies within theTata group, etc. may from time to time act (individually and / or jointly) asmanager, custodian, registrar, administrator, investment adviser, distributor ordealer or agent or marketing associate, respectively in relation to, or beotherwise involved in, other Schemes / Funds / Activities (in the same or differentcapacity) (to the extent permitted under various relevant Regulations), whichmay have similar investment objectives to those of the Scheme/ Fund. TheAsset Management Company, may for example, make investments for otherpermitted business activities or on its own behalf without making the sameavailable to the Scheme / Fund. The Asset Management Company/TrusteeCompany will, at all times, have regard in such event to its obligations to act inthe best interests of the Scheme / Fund so far as is practicable, having regardto its obligations to other permitted business activities and will ensure thatsuch transactions are conducted with / by the Scheme / Fund purely oncommercial terms / on an arm’s length basis as principal to principal.

TAMPL may, utilise the services of the Companies stated in the clause“Associate Transactions” (& to whom selling commission has been paid/provided for their marketing efforts in mobilising subscription for the units ofthe previous schemes of the Fund)and/or the Sponsors, Associates, otherCompanies within the TATA group, Employees or their relatives, etc. for thepurpose of any securities transactions and distribution and sale of Units /securities, provided that any deal in securities through any broker associatedwith the Sponsors should not be beyond 5% of the quarterly aggregate purchaseand sale of securities by TMF, as per SEBI Regulations and the brokerage orcommission paid as per prevailing market practice and/or approved rates isdisclosed in the half yearly annual accounts of the Fund . TAMPL may, investin Units of the Funds / Schemes in TMF (the existing Funds / Schemes includingthe present Scheme and others as may be announced / launched from time totime), only after full disclosure of its intention to invest has been made in theOffering Circulars. TAMPL shall not charge any fees on its investment in Unitsof the Funds / Schemes in TMF.

TAMPL shall not act as a Trustee of any Mutual Fund and shall not undertakeany other business activities except activities in the nature of managementand advisory services to offshore funds, pension funds, provident funds, venturecapital funds, management of insurance funds, financial consultancy andexchange of research on commercial basis, if any of such activities are not inconflict with the activities of the Fund. Provided that TAMPL may itself or throughits subsidiaries undertake such activities if it satisfies SEBI that its key personnel,the systems, back office, bank and securities accounts are segregated activitywise and there exist systems to prohibit access to inside information of variousactivities. Provided further that TAMPL shall meet capital adequacyrequirements, if any, separately for each such activity and obtain separateapproval, if necessary under the relevant Regulations. Please refer to theclauses on “The Asset Management Company” and “Investment Limitations”.

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4. Enquiry/adjudication proceedings under the SEBI Act and the Regulationsmade thereunder, that are in progress against the Sponsor of the MutualFund or any company associated with the Sponsor in any capacityincluding the AMC, Board of Trustee/Trustee Company or any of theDirectors of key personnel of the Asset Management Company shall bedisclosed. – NIL.

MISCELLANEOUS

Statements in this Offering Circular are, except where otherwise stated, basedon the law and practice currently in force in India and are subject to changestherein. The information contained in this Offering Circular regarding taxationis for general information purposes only and is in conformity with the relevantprovisions of the Income Tax Act, 1961, Wealth Tax Act, 1957, and Gift TaxAct, 1958, respectively and has been included relying upon advice providedto the Fund by S.B.Billimoria & Co. Chartered Accountants, auditors of TMF,based on the relevant prevailing provisions. Further investments by NRI willalso be in accordance with the provisions of Foreign Exchange ManagementAct, 1999 and RBI directions and permissions for offer of units to NRIs/ FIIs/OCBs. All necessary and required permissions have been / are being takenand resolutions have been / are being passed. This Offering Circular isapproved by the Trustee Company on 27-11-2002 and is being filled withSEBI.

The contents of the Offer Document including figures, data, yields, etc. havebeen checked and are factually correct.

All points mentioned in the SEBI (Mutual Fund) Circular MFD/CIR/06/275/2001 dated July 9, 2001 and revised as on December 26, 2003 havebeen included in this Offer Document.

Notwithstanding anything contained in the offer document the provisions ofthe SEBI (Mutual Funds) Regulations, 1996 and the guidelines thereundershall be applicable.

By orderBoard of Directors

Tata Asset Management Pvt. Ltd.

Place: Mumbai H. A. BulsaraDate: 29th March, 2004. Chief Operating Officer

PENALTIES PENDING LITIGATION OR PROCEEDINGS, FINDINGS OFINSPECTIONS OR INVESTIGATIONS FOR WHICH ACTION MAY HAVEBEEN TAKEN OR IS IN THE PROCESS OF BEING TAKEN BY ANYREGULATORY AUTHORITY

1. Cases of penalties awarded by SEBI Act or any of its regulations againstthe Sponsor of the Mutual Fund or any company associated with theSponsor in any capacity including the Asset Management Company,Trustee Company/Board of Trustees, or any of the Asset ManagementCompany and Trustee Company. For Sponsor and its associates, otherthan the penalties as mentioned above, the penalties for defaults in respectof shareholders, debentureholders and depositors shall also be disclosed.Additionally, penalties awarded for any economic offence and violation ofany securities laws shall be disclosed.

A fine of Rs. 2 lacs has been paid by Tata Asset Management Pvt. Ltd. to SEBI(on behalf of the AMC and the Mutual Fund) for disclosure of portfolio statementto Unitholders not being in the exact format as prescribed by SEBI.

2. Pending material litigation proceedings incidental to the business of theMutual Fund to which the Sponsor of the Mutual Fund or any companyassociated with the Sponsor in any capacity including the AMC, Board ofTrustee/Trustee Company or any of the directors or key personnel is aparty. Any pending criminal cases against the Sponsor or any companyassociated with the Sponsor in any capacity including the AMC, Board ofTrustee/Trustee Company or any of the directors or key personnel shouldbe also be disclosed separately.

“SEBI has filed a with petition before the Bombay High Court seekingdirection to the Additional Metropolitan Magistrate (the Magistrate) toexpedite the case in a criminal complaint (for alleged insider trading)initiated by them earlier against Hindustan Lever Ltd. (HLL) and its fiveExecutive Directors who held such office in March 1996. Thereafter, theMagistrate has taken congnizance of SEBI’s complaint and has directedthe issue of summons to HLL and the five Executive Directors Mr. S.M.Datta, a director of the Tata Trustee Company Pvt. Ltd., was one of thefive Executive Directors of HLL who are being proceed against.”

3. Deficiency in the systems and operations of the Sponsor of the MutualFund or any company associated with the sponsor in any capacity includingthe AMC or the Trustee Company which SEBI has specifically advised tobe disclosed in the offer document, or which has been notified by anyother regulatory agency, shall be disclosed. – NIL.

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------------------------------------- -------------------------------------------------- (TEAR HERE) ---------------------------------------- ------------------------------------

ACKNOWLEDGEMENT SLIPACKNOWLEDGEMENT SLIPACKNOWLEDGEMENT SLIPACKNOWLEDGEMENT SLIPACKNOWLEDGEMENT SLIP Mulla House,51, M. G. Road,Fort, Mumbai - 400 001.

Received from Mr. / Ms .......................................................................................................................... an application for (Gross investment amount)

Rs. ........................... (Rupees in words ......................................................................................................................) for allotment of units of Tata

Growth Fund of face value Rs. 10/- each at par/NAV based resale price along with Cheque / Demand Draft No. .................... dated........................

for Rs. .......................... drawn on ................................................... Bank........................................................................ Branch being the application

money payable thereon after deduction of DD charges of Rs. ...................................................... (Cheques/Drafts are subject to realisation).

All communication should be addressed to Computer Age Management Services Pvt. Ltd. (CAMS, Unit : Tata Mutual Fund), A&B Lakshmi Bhavan,609, Anna Salai, Chennai - 600 006 by quoting First applicant name, application Sr. No., Name of the scheme/scheme code.Business Hours of Registrar : upto 3.00 p.m. on all business days.

AuthorisedSignatory's Stamp

Signature &Date

Sr. No. :TATA GROWTH FUNDDate : ________________

* I/ We Wish To Receive Account Statement / Annual Report / Other Communicationthrough Email instead of Hard Copy. Yes No

For sale of Tata Growth Fund Units to Resident/ Non-Resident Indians.Please refer complete details on all page(s) and scheme description/details while applying.

Sr. No. :Application Form for Tata Growth Fund

Broker/Agent Code/ARN No. Date of Receipt Serial No.Sub-Broker Code

ISSUE OF UNITS OF TATA GROWTH FUND OF FACE VALUE OF RUPEES 10/- EACH AT NAV BASED RESALE PRICE WITH APPLICABLE LOAD

Default Option : Growth/Reinvestment

CHOOSE THE OPTION FOR MAKING INVESTMENTS

Refer complete scheme details/instructions while filling in application form in English BLOCK LETTERS. Tick ( ) whichever is applicable. Strike out which is not required.

a. Name of First Applicant

Company

Father/Husband’s Name

Name of Second Applicant

Name of Third Applicant

Name of Guardian(in case of minor)

b. Mode of Holding Single Additionally with one/two Anyone or Survivor

c. Mailing Address

Pin Code

City State Country

d. Contact Particulars Telephone : Office Fax

Residence

e. Are you applying as Individual NRI/NRO Partnership Assn. of Persons FII Body Corporate

Trust NRI/NRE Public Ltd. Co. On behalf of Minor HUF

Proprietorship BOI Pvt. Ltd. Co. Societies Others_________________

UNITHOLDER INFORMATION

f. If you are an NRI/FII,the RBI requires us toobtain an overseas

address.Please mention it here.

E-mail * :

Signature of 1st HolderRelationshipName

Date of Birth

g.Nomination

Please mention your name as it appears in your Bank Account

Date of Birth(DD/MM/YYYY)

Dividend (min. investment Rs. 5,000/-) Appreciation (min. investment Rs. 5,000/-) Default : Appreciation Payout Reinvestment Growth Bonus

Current Load structure is enclosed

Date of Birth(DD/MM/YYYY)Date of Birth(DD/MM/YYYY)

Name of thecontact person

I/We confirm that I am/We are non residents of Indian nationality / origin and that I/We have remitted funds from abroad through approvedbanking channels or from funds in my/our NRE/FCNR account

h.Occupation Agriculture Business Service Professional Housewife Retired Student Other

28

Tata Mutual Fund directly credits the Dividends /Redemption into the investor Bank Account in case the account is with ICICI Bank Ltd./HDFCBank Ltd./UTI Bank /IDBI/GlobalTrust Bank. The direct credit will be only after the account is validated. To facilitate direct credit payments please enclose a cancelled cheque.I / We understand that the instruction to the bank for direct credit ECS will be given by the Mutual Fund and such instruction will be adequate discharge of Mutual Fund towardsredemption/dividend proceeds. In case of bank not crediting my/our bank account with/without assigning any reason thereof or if the transaction is delayed or not effected at allfor reasons of incomplete or incorrect information, I/We would not hold Tata Mutual Fund responsible. Further, the Mutual Fund reserves the right to issue a demand draft/payable at par cheque in case it is not possible to make payment by DC/ECS.

INCOME TAX DETAILS OF ALL THE UNITHOLDERS (Mandatory) please refer instruction D

FIRST UNITHOLDER : PAN/ GIR No. IT Circle or Ward DistrictNot an Assessee Applied for PAN/ GIR No. but not Allotted Not Applicable Already submitted

SECOND UNITHOLDER : PAN/ GIR No. IT Circle or Ward DistrictNot an Assessee Applied for PAN/ GIR No. but not Allotted Not Applicable Already submitted

THIRD UNITHOLDER : PAN/ GIR No. IT Circle or Ward DistrictNot an Assessee Applied for PAN/ GIR No. but not Allotted Not Applicable Already submitted

YOUR BANK ACCOUNT DETAILS (Mandatory) please refer instruction DAll communication and payments will be made to the first applicant or to the Karta in case of HUF.

Name of Your Bank

Your Account No.

Bank Address

Account Type Current Savings NRO NRE FCNR NRNR

Branch

MICRCode

Bank account details of First Unitholder and for application amount Rs. 50000/- and more, the PAN no. of all the unitholders is required without which theapplication would be rejected

DIRECT CREDIT FACILITY FOR REDEMPTION / DIVIDEND

Date :____________________

Holder

1st/Sole

2 nd

3 rd

Name of the Holder/s Signature(s) / Thumb Impression(s)

Gross Amount in Rs. DD Charges Rs. (if any)

Rs in Words _____________________________________________________________________________________________________________

Drawn on Bank ________________________________________________________________________ Branch ______________________________

Cheque/DD No. ____________________________

Dated _____/______/________ Minimum investment amount Rs. 5,000/-

1) Memorandum & Articles of Association (Corporate) 2) Board Resolution (Corporate)3) Specimen Signature/s 4) Trust Deed (in case of a trust) 5) Partnership Deed (for partnership firm)

LEGAL DOCUMENTS

DECLARATION AND SIGNATURESTo - The Board of Trustees, Tata Mutual Fund, Mumbai.Having read and understood the contents of Offering Circular of Tata Growth Fund, I/We hereby apply for the Units of Tata Growth Fund at par/NAV based resale price andagree to abide by the terms, conditions, Rules and Regulations of the Scheme.We hereby confirm and certify that the source of these funds is not directly / indirectly a result of “proceeds of crime” as defined in “The Prevention of Money Laundering Act ,2002”and we undertake to provide all necessary proof / documentation if any required , to substantiate the facts of this undertaking. “I/We have understood the details of the schemeand I/We have not received nor been induced by any rebate or gifts, directly or indirectly, in making this investment.”

APPLICATION MONEY DETAILSCheque/DD to be drawn in favour of Tata Growth Fund

Please tick option & fill in details. Please write the application Serial Number on the reverse of the Cheque/Demand Draft.

29

Please read the terms of Offering Circular before filling the application. Itmust be understood clearly that all Applicants are deemed to have acceptedthe terms subject to which this offer is being made and bind themselves tothe terms upon signing the Application Form and tendering payment.

(A) MINIMUM APPLICATION AMOUNT SHOULD BE : Rs. 5,000/- and inmultiples of Re.1/-.

(B) PAYMENT PROCEDURE

1. Payment may be made by MICR cheque/DD drawn on/made payable atall those places where the Investor Service Centres are located. THECHEQUE/DD MUST BE DRAWN IN FAVOUR OF TATA GROWTHFUND AND CROSSED ‘‘ACCOUNT PAYEE & NOT NEGOTIABLE’’.

IN THE CASE OF TRANSFER INSTRUCTIONS FOR ICICI BANK LTD.,HSBC BANK, HDFC BANK, UTI BANK, CITIBANK, ABN AMRO BANK,STANDARD CHARTERED BANK, DEUTSCHE BANK, IDBI BANK.,THE SAME SHOULD BE MADE FAVOURING “TATA TRUSTEECOMPANY PRIVATE LIMITED A/C. TMF”. Cheques of other banksnot mentioned above drawn on “TATA TRUSTEE COMPANYPRIVATE LIMITED A/C. TMF” will not be accepted.

2. Default Values :

The application will be taken in Growth Option in case the Optionis not mentioned.

Application will be taken in reinvestment if payout mode is notmentioned.

3. In case of subscription by NRIs or FII’s please follow procedure given onpage 15 of this Memorandum.

4. Subscription by Multilateral Funding Agencies, on full repatriation basis,is subject to approval by the Foreign Investment Promotion Board.

5. Application forms duly completed in all respects may be submittedat :

AMC Offices or Other Centers or CAMS Investor Service Centre.The complete list of AMC Offices / Other Centres is mentioned at theback page of the Memorandum.

6. Applicants may mail their applications alongwith a MICR cheque/demanddraft payable at Chennai, (after deducting bank charges/commission fromthe amount of investment) by registered post (superscribing theenvelopes as ‘‘Tata Mutual Fund - Application Form’’) to ComputerAge Management Services Pvt. Ltd. (CAMS), A&B Lakshmi Bhavan,609, Anna Salai, Chennai - 600 006 or Tata Asset Management Pvt.Ltd. Mulla House, 51, M.G. Road, Fort, Mumbai-400 001. Tata MutualFund, Registrars and/or Bankers to the offer shall not be liable for anypostal delays or loss in transit.

7. The applicants are requested to note the following points beforesubmitting the applications to any of the collection centres.

i) Stockinvests, Post Dated Cheques, Money Orders and Postal Orderswill not be accepted and such applications will not be consideredfor allotment.

ii) Cheques once returned in clearing will not be re-presented and theaccompanying applications may not be considered for allotment.

iii) Outstation cheques/demand drafts will not be accepted at the centresexcept mumbai.

8. Applications which are incomplete are liable to be rejected and theTrustee Company of Tata Mutual Fund shall not be responsible for anyconsequences thereof.

9. Where an application is rejected in full or in part, application money willaccordingly be refunded to the applicant. No interest will be paid on theamount so refunded. Letters of regret together with Refund Cheques/Orders if any, will be despatched by post. Refund will be made by chequesor pay order drawn on the Bankers of Tata Mutual Fund.

10. The right to accept or reject any application in whole or in part lies withthe Trustee Company.

(C) APPLICATION DETAILS1. Please write the Applicant’s Name & Application Serial Number on the

reverse of the Cheque/Demand Draft.

2. Please mention the Pin Code Number in the Address column.

3. All communication and/or payments will be made to the sole/firstapplicant.

4. Signatures should be in English or in any Indian language, thumbimpressions must be attested by a Magistrate/Notary Public under his/her official seal. In case of HUF, the Karta should sign on behalf of theHUF. In case of Partnership Firms, the Partner should sign on behalf ofthe Partnership Firm. Similarly, for the Association of Persons (AoP),Company etc. the application must be signed by the Authorised Signatory/Signatories as applicable.

5. Individual(s) as Applicant/unit holder only can make nomination. Nomineemust be an individual and not a trust, society, body corporate partnershipfirm, Karta of Hindu Undivided Family or a power of Attorney Holder.Nomination stands rescinded upon transfer/Redemption/Switchover ofUnits

6. Where the units are held in the names of two or three persons, suchpersons shall be deemed to hold the units on first holder basis. In caseof HUF/Partnership Firm/AoP/Company, etc. no joint holding will beconsidered. All tax exemptions can be availed of only by the Firstholder in case of additional holdings.

7. In case of applications under Power of Attorney or by a Limited Companyor by a Corporate Body or Eligible Institution or a Registered Society ora Trust or a Fund the original Power of Attorney or the certified copythereof duly notarised and the relevant resolution or authority to makethe application, as the case may be including authority granted in favourof the officials signing the application and their specimen signature etc.,or duly certified copy thereof alongwith a certified copy of theMemorandum and Articles of Association and/or bye-laws and/or trustdeed and/or partnership deed and certificate of registration must belodged at the office of the Registrar, quoting the serial number ofapplication simultaneously with the submission of the Application Form,failing which the application is liable to be rejected.

D) PAN Number Details of the InvestorsAs per SEBI Circular SEBI/MD/CIR. No6/ 4213/04 dated March 1, 2004Whenever an application is for total value of Rs 50000 or more, theapplicant or in case of application is in joint names ,each of the applicants, should mention his/her permanent account number (PAN) allotted underthe Income Tax Act, 1961 or where the same has not been allotted , theGIR number and the Income –tax Circle/Ward/District should bementioned. In case where neither the PAN nor the GIR number hasbeen allotted, the fact of non –allotment should be mentioned in theapplication form.

Any application for subscription of units of the total value of Rs50000 or more without PAN number details of all the unitholderswill be rejected by the mutual fund.

BANK ACCOUNT DETAILSIt shall be mandatory for the Unitholders to mention their bank accountnumbers in their applications/requests for redemptions. Unitholders arerequested to give the full particulars of their Bank Account i.e. nature ofaccount, Account Number, Nine digit Bank Code Number (For ElectronicCredit Facility), branch address of the bank at the appropriate space inthe application form.

Any application for subscription /request for redemption withoutBank account details will be rejected by the mutual fund.

For faster dissemination of information,Unitholders are requested toprovide their e-mail IDs.

(E) BROKERS AND MARKETING ASSOCIATES.1. Tata Mutual Fund’s Marketing Associates, Agents & Brokers (who are

holding the AMFI Certificate) are eligible to mobilise subscriptions underthe Fund and earn brokerage based on the amounts subscribed.Brokerage will be paid only to those Marketing Associates, Agents &Brokers whose stamp appears on the application form.

2. Code numbers / ARN No. assigned by AMFI to the Marketing Associates/Agents must be used wherever applicable and their stamps should clearlystate their names and any other details as required, in English.

3. Agents are not permitted to accept CASH with Application Form. TataMutual Fund shall not be held responsible for any kind of wrong tenders.

4. Brokerage will be paid to only Distributors empanelled with Tata Mutual Fund.

5. Distributors / Agents should mention the ARN No. allotted by AMFI, onthe application form.

(F) The Fund will disclose details of the investor’s account and all his trans-actions to the intermediary whose stamp appears on the application form.In addition, the Fund will disclose details as necessary, to Fund’s andInvestor’s bankers, for the purpose of effecting payments to the investor

INSTRUCTIONS

AMC OFFICES

Call Free : 1–600–22–0101Ahmedabad : 702, “Abhijeet -1”, Mithakhali Circle, Navarangpura, Ahmedabad - 380 009, Tel: (079) 55418989 Mob: 9824284200.Bangalore : 708, Barton Centre, 7th Floor, 84 Mahatma Gandhi Road, Bangalore 560 001, Tel: (080) 25588895 / 96.Bhopal : Swadesh Dubey (Mob): 9826826646.Bhubaneshwar : Narayan Market Complex, 2nd Floor, Janapath, 48 - Ashok Nagar, Bhubaneswar - 751 009, Phone - 0674 – 2533818, Mob - 94370 56196.Chennai : Flat-C, Ist Floor, Ashika Chambers, 22, Chamiers Road, Teynampet, Chennai - 600 018. Tel: (044) 24320032, 24320033.Chandigarh : Cabin No.22, 2nd Floor, Meeting Point.S.C.O.487 - 488,Sector - 35C,Chandigarh – 160022, Tel - (0172)- 5087322 (D),2603771,2604463 extn.231,

Fax - 0172 – 2603770.Cochin : 2nd Floor, Ajay Vihar, Next to Hotel Avenue Regent, Jos Junction, M G Road, Ernakulam, Cochin.

Tel:(0484) 2377580, 2377520, Mobile : 9895033111, Telefax : 0484-2377581.Coimbatore : Gowtham Arcade, 208, T. V. Samy Road (East), R.S. Puram. Coimbatore - 641002, Tel : (0422) 5365635, Mobile: 9843552399.Hyderabad : 6 - 3 - 635/637, B. No. 202, Akaashganga, 2nd Floor, Khairtabad Circle, Hyderabad 500 034,

Tel: (040) 55510215/17/18/19, 55510249, 55548290 Fax: 23395837.Jaipur : M-3(a), Sangam Tower, Church Road, Jaipur-302 001. Tel: - (0141) - 5105177 / 78.Kanpur : Ground Floor, Agarwal Building, Adjoining Oriental Bank of Commerce,Survey No.419/1 Cantts., The Mall, Kanpur - 208 004,

Tel : (0512) 2306066, Fax : 0512) 2306065.Kolkata : Tata Centre,1st Floor, 43, Jawaharlal Nehru Road, Kolkata 700 071,Tel : (033) 2288 1534, 2288 3413, 2288 3415, Fax : (033) 22881535.Ludhiana : Cabin No. 301, Third Floor, SCO 18, Opposite Ludhiana Stock Exchange, Feroze Gandhi Market, Ludhiana - 141001. Mob: - 9815933667.Mumbai : Mulla House, Ground Floor, 51, M.G. Road, Mumbai 400 001, Tel: (022) 56315191/92/93, Fax: 56315194.New Delhi : 710-712, 7th Floor, Prakashdeep Bldg., 7, Tolstoy Marg, New Delhi 110 001, Tel: (011)-55303252/53, Mobile : 9810070252Pune : Office No.14, Karnik Heritage, 2nd Floor, 1225 D Shivaji Nagar, Pune 411 004, Tel - (020) 56052827 / 8 / 9 Telefax: (020) 405 2829.Jamshedpur : C/o Mithila Motors Ltd. 1st Floor, Main Road, Bistupur, Jamshedpur - 831 001, Tel: (0657) 2756021/22/23/30, Fax: (0657) 2756030.Lucknow : Office No. 4, 1st Floor Centre Court Building, 3 C, Park Road, Lucknow 226 001, Tel : 0522- 2235386 Mob: - 94150 93014.Ranchi : Shop No - 15, A. C. Market, ground Floor, G. E. L. Church Complex, Main Road, Ranchi – 834001, Mob: - 98351 90809.Surat : 421, Jolly Plaza, Near Collectors Office Next to G.P College. Athwa Gate, Surat - 395 001, Mob: - 9824020023 Tel: - 0261-5554418 / 19.

COMPUTER AGE MANAGEMENT SERVICES (P) LTD.Agra : Mr. Pankaj Jain, CAMS Transaction Point, F-39/203, Sky Tower, Sanjay Place, Agra - 282002, Tel.: 0562 – 252 1812 Email ID: camsagr@camsonline.com Ahmedabad : Mr. Mukesh Shah / Mr. Bangdiwala, CAMSInvestor Service Center, 402-406, 4th Floor - Devpath Building, Off C G Road, Behind Lal Bungalow, Ellis Bridge, Ahmedabad - 380006 , Phone- (079) 2642 4940, 2646 4929 Fax: 2642 4950, E Mail: camsahm@camsonline.comAllahabad : Ms. Preeti Agarwal, CAMS Transaction Point, 1st Floor, Chandra Shekhar Azad Complex, (Near Indira Bhawan), 5, S.P. Marg, Civil Lines, Allahabad – 211001 Tel.: 0532 – 260 1602 Email ID: camsall@camsonline.comAmaravati : Mr. Rahamathullah, CAMS Transaction Point, 81, Gulsham Tower, Near Panchsheel Amaravati - 444 601, Tel.: 0721 – 3099512, Email ID: camsama@camsonline.com, Amritsar : Mr. Sanjay Kapoor, CAMSTransaction Point, 378-Majithia Complex, 1st Floor, M. M. Malviya Road, Amritsar – 143001 , Tel.: 0183 – 221 1194 Email ID: camsamt@camsonline.com Aurangabad : Mr. Mohd. Rahmatullah, CAMS Transaction Point,Office No. 1, 1st Floor, Amodi Complex, Juna Bazar, Aurangabad - 431 001 Tel.: 0240 – 2363 664 Email ID: camsaur@camsonline.com Bangalore : Mrs. Girija Raman / Mr. Perviz, CAMS Investor Service Center, TradeCentre, 1st Floor, , 45, Dikensen Road ( Next to Manipal Centre ), Bangalore – 560 042, Tel.: 080 – 3094 1357 / 3094 2468, E Mail : camsbgl@camsonline.com, Bhubaneswar : Mr. Subrat Mishra / Mr. Kailash, CAMS InvestorService Center, 101/ 7, Janpath, Unit – III , Bhubaneswar : 751 001, Tel.:(0674) 253 4909, 253 5395 Fax : 253 4777, E Mail : camsbhr@camsonline.com Belgaum : Mr Megharaj Habib, CAMS Transaction Point, No. 21, GroundFloor, Arvind Complex, 1552, Maruti Galli, Belgaum-590 002 Tel.: 0831 – 2425 305 Email ID: camsbel@camsonline.com Bhilai : Mr. Sanjay Kumar, CAMS Transaction Point, 209 , Khichariya Comple, Opp IDBI Bank, NehruNagar Square, Bhilai - 490 020 Tel.: 0788 – 505 0568 Email ID: camsbhi@camsonline.com Bhopal : Mr. Ashish Ojha, CAMS Transaction Point, C-12, 1st Floor, Above Life Line Hospital, Zone-I, M.P.Nagar, Bhopal – 462011(M.P.) Tel.: 0755 – 528 5266, Email ID: camsbhp@camsonline.com Calicut : Mr Nijas, CAMS Transaction Point, 17/28, H 1st Floor, Manama Towers, Marvoor Road, Calicut – 673 001, Tel.: 0495 – 272 3173, Email ID:camsclt@camsonline.com Chandigarh : Mr. Ramesh Bhatia / Mr. Jagjith Singh , CAMS Investor Service Center, SCO 154-155, 1st Floor, Sector 17-C, , Chandigarh-160017., Phone: (0172) – 2706 651 , 2711 325 Fax : 2705217 , E Mail: camscha@camsonline.com, Chennai : Mr. Somakumar / Venkatesh Pai , Computer Age Management Services Pvt. Ltd., Ground Floor , A & B. Lakshmi Bhawan , 609. Anna Salai , Chennai - 600 006 , Phone:(044) – 2829 5163, 2829 1549 Fax: 2829 5403, E Mail: camslb1@lb.camsonline.com,Cochin : Mr.George Varghese / Mr. Datta , CAMS Investor Service Center, 40 / 9633 D, Veekshanam Road,, Near International hotel,Cochin – 682 035, E Mail: camscoc@camsonline.com, Coimbatore : Mr.Vetrivel / Ms. Kalpana, CAMS Investor Service Center, 66. Lokamanya Street (West) , Ground Floor, , R.S.Puram, , Coimbatore - 641 002, Phone:(0422) 5369 575, 5369 576 , E Mail: camscbe@camsonline.com Dhanbad : Mr. Gopal Agarwal, CAMS Transaction Point, Urmila Towers, Room No: 111(1st Floor), Bank More, Dhanbad - 826 001 Tel.: 0326 - 230 4675 EmailID: camsdha@camsonline.com Dehradun : Ms. Monika, CAMS Transaction Point, 81, Chakrata Road, Dehradun - 248 001, Tel.: 0135 - 271 3233 Email ID: camsdun@camsonline.com Durgapur : Mr. Falguni Ghosh, CAMSTransaction Point, SN- 10, Ambedkar Sarani, City Centre, Durgapur – 713216 Tel.: 0343 – 254 8190 Email ID: camsdur@camsonline.com Guntur : Mr. A. S.Raju, CAMS Transaction Point, Shyamsunder Golden Towers,Ground Floor 3rd Lane, Brodipet, Adjacent to Over-bridge, Guntur - 522 002 Tel.: 0863 – 5580 838 Email ID: camsgun@camsonline.com Guwahati : Mr. Prodipta Bhattacharjee, CAMS Transaction Point, A.K. Azad Road,Rehabari, Guwahati –781008, Tel.: 0361 – 260 7771, Email ID: camsgwt@camsonline.com, Hubli : Mr. Veeresh CAMS Transaction Point, No.208, ‘ A ‘ Block,1st Floor, Kundagol Complex, Opp. Court, Club Road, Hubli -580029, Tel.: 0836 – 225 1213, Email ID: camshub@camsonline.com, Indore : Ms. Kavita Dalal / Mr. Manoj, CAMS Investor Service Center, Dalal Chambers, 101.Sagarmatha Apartments, , 1st Floor, 18 / 7 MG Road, , Indore- 452 003, Phone: (0731) 252 8609, 252 9261, E Mail : camsind@camsonline.com, Mr. K.K.Khilnani / Mr. Pintu, CAMS Investor Service Center, G-III, Park Saroj , Behind Ashok Nagar Police Station , R-7, Yudhisthir Marg ,C-Scheme , Jaipur - 302 001, Phone 0141 – 222 0948 / 222 0951, E Mail : camsjai@camsonline.com, Jalandhar : Mrs. Monisha Sikka, CAMS Transaction Point, 367/8, Central TownOpp. Gurudwara Diwan Asthan, Jalandhar- 144001, Tel.: 0181 – 2456336 Email ID: camsjal@camsonline.com, Jamnagar : Mr. Manish Bhuva, CAMS Transaction Point, 207/209, K.P. Shah House I, K.V. Road, Jamnagar - 361 001, Tel.: 0288 - 255 8467, 0288 –3111909 Email ID: camsjam@camsonline.com, Jamshedpur : Mr. Subrat Mishra, CAMS Transaction Point, Panch Bhawan, ‘R’ Road, Bistupur, Gr.Floor, (Near Rajasthan Bhawan), Jamshedpur – 831 001 Tel.: 0657 – 3105930 Email ID: camsjpr@camsonline.com Jodhpur : CAMS Transacation Point, 1/5, Nirmal Tower,, Ist Chopasani Road, , Jodhpur – 342 003, Tel.: 0291 – 309 2892 / 262 8039 , Email ID: camsjpd@camsonline.com, Kanpur: Mr. Rishi Ranjan / Mr. Ashish , CAMS Investor Service Center, G – 27,28 – Ground Floor , City Centre, 63/ 2, The Mall, Kanpur – 208 001, Phone: (0512) 230 6668, 230 6685, E Mail: camskpr@camsonline.com, Kolkata :Mr. Sukumar / Ms. Keya Banerjee, Computer Age Management Services Pvt Ltd., “LORDS Building”, 7/1,Lord Sinha Road, Ground Floor, Kolkata – 700 071, Phone: ( 033 ) 3058 2297/3058 2285/3058 2303 Fax : 033 30582288 , E Mail: camscal@camsonline.com, Kota : Mr. Prabhat Gupta, CAMS Transaction Point, B-33 ‘Kalyan Bhawan’, Triangle Part ,Vallabh Nagar, Kota – 324 007 Tel.: 0744 – 2505 452 Email ID: camskot@camsonline.com,Lucknow : Mr. Sandeep Das / Mr. Dinesh, CAMS Investor Service Center, No.3.First Floor , Saran Chambers 1,, 5. Park Road , Lucknow – 226 001 , Phone: ( 0522 ) – 2237309 Fax : 2237310 , E Mail: camsluc@camsonline.com,Ludhiana : Mr.Rajesh Dewan / Mr. Ajay, CAMS Investor Service Center, Shop no. 20-21 ( Ground Floor ), Prince Market, near Traffic Lights, Sarabha Nagar Pulli, Pakhowal Road, P.O: Model Town, Ludhiana - 141 002,Tel.:(0161) 501 7502 , 241 0279 Fax : 245 8840, E Mail : camsldh@camsonline.com, Madurai : Mr. S Duramimurthy, CAMS Transaction Point 86/71A, Tamilsangam Road, , Madurai - 625 001 , Tel.: 0452 - 2622 682 , EmailID: camsmdu@camsonline.com, Manipal : Mr. Ravi, CAMS Transaction Point, Academy Annex, First Floor , Opposite Corporation Bank, , Upendra Nagar, , Manipal – 576104, Tel.: 0820 – 257 3333, 529 2033, Email ID:camsmpl@camsonline.com, Merrut : Mr. Pankaj Jain, CAMS Transaction Point, 108 Ist Floor Shivam Plaza, Opposite Eves Cinema, Hapur Road, Merrut – 250 002, Tel.: 0121 – 2400 700 Email ID: camsmee@camsonline.com,Mangalore : Mr. Veeresh Inchalmath / Mr. Raghavendra, CAMS Investor Service Center, 6. First Floor, West Gate Terminus, Falnir Road, Opp. Unity Health Complex, Highlands , Mangalore – 575 002, Phone: (0824) 2436567, 525 2525, E Mail : camsman@camsonline.com, Moradabad : Mr. Manoj Jain, CAMS Transaction Point, B-612 ‘Sudhakar’, Lajpat Nagar, Moradabad – 244 001, Tel.: 0591 - 3092844, Email ID: camsmbd@camsonline.com, Mysore : Mr. ST Patil, CAMS Transaction Point, No.3, 1st Floor, , CH.26 7th Main , 5th Cross , (Above Trishakthi Medicals) , Saraswati Puram, Mysore – 570 009, Tel.: 0821 – 309 1244 / 234 2182, Email ID:camsmys@camsonline.com, Mumbai : Mr. R.Vaidyanathan / Mr. Jalson , Computer Age Management Services Pvt. Ltd., Rajabahdur Compound, Ground Floor, Opp Allahabad Bank, Behind ICICI Bank, 30, MumbaiSamachar Marg, Fort,, Mumbai – 400 023, Phone: 22702414, 22702415, 22702416, 22622903,22622904 , Fax: 22622561, E Mail: camsbby@camsonline.com, Nagpur : Ms. Anitha Mokha / Ms. Geetha, CAMS InvestorService Center, 145 Lendra Park,Behind Shabari,, New Ramdaspeth, , Nagpur – 440 010., Phone: (0712) 253 2447, 253 7321 Fax: 254 1449, E Mail: camsnpr@camsonline.com, Nasik : MR Raman Balkisan Dhoot, CAMSTransaction Point, “Varsha Bungalow”, , 1st Floor, Near Rungtha High School, 493, Ashok Stambh, Nasik - 422001, Tel.: 0253 - 257 7449 Email ID: camsnsk@camsonline.com, New Delhi : Mr. Suresh Kalra / Mr. Felix,Computer Age Management Services Pvt. Ltd., 304-305 III Floor, Kanchenjunga Building, 18, Barakhamba Road, New Delhi - 110 001., Phone: ( 011 ) 2335 3831, 2335 3832 , 2335 3833 Fax: 2335 3834, E Mail:camsdel@camsonline.com, Nellore : Mr. Srinivas, CAMS Transaction Point, Shop No.13, First Floor, KAC Plaza, R R Street, Nellore – 524 001 Tel.: 0861 – 5512 582, Email ID: camsnel@camsonline.com ,Panaji Goa : Mr.Vivekanand / Mr. Sudhil , CAMS Investor Service Center, No.108, 1st Floor, Gurudutta Bldg,, Above Weekender, M G Road, , Panaji Goa-403 001, Phone (0832) - 5645787, 2424527 , Fax: 242 4529 , E Mail:camsgoa@camsonline.com, Patiala : Mr. Vikas Gupta, CAMS Transaction Point, 35, New lal Bagh Colony, Patiala – 147001 Tel.: 0175 – 222 9633, 309 3724 Email ID: camsptl@camsonline.com, Patna : Mr. Sunil Kumar/ Mr. Anand Kumar, CAMS Investor Service Center, Kamlalaye Shobha Plaza (1st Floor) , Behind RBI Near Ashiana Tower, Exhibition Road, Patna – 800 001 , Tel.: ( 0612 ) 2322 206, Email : camspat@camsonline.com,Pondicherry : Mr. Hashim, CAMS Transaction Point, 25, First Floor, Jawaharlal Nehru Street, Pondicherry – 605 001 Tel.: 0413 – 222 0575 / 233 5722 Email ID: campdy@camsonline.com, Pune : Mr. Yatin Desai / Mr. Kamaal,CAMS Investor Service Center, Nirmiti Eminence, Off No. 6, I Floor, Opp Abhishek Hotel Mehandale Garage Road, , Erandawane , Pune – 411 004, Tel.: 020 – 3028 3003, 3028 3004. , Fax: 020 – 2541 2294, E Mail:camspun@camsonline.com, Raipur : Mr. Ajay Maloo, CAMS TRANSACTION POINT, C-23, Sector 1 , Devendra Nagar , Raipur – 492004 Tel.: 0771 – 309 0830 Email ID: camsrai@camsonline.com, Rajahmundry : Mr.Pavan Kumar, CAMS Transaction Point, D.no 7-27-4, Krishna Complex, Baruvari Street, T Nagar, Rajahmundry – 533101, Tel.: 0883 – 5565531, Email ID: camsrmd@camsonline.com, Rajkot : Mr. Kalpesh Mehta, CAMSTransaction Point 111, Pooja Complex , Harihar Chowk , Near GPO , Rajkot - 360001 , Tel.: 0281 - 2241 399 , Email ID: camsraj@camsonline.com, Ranchi : Mr. Praveen Sharma, CAMS Transaction Point, 223,Tirath Mansion(Near Over Bridge),1st Floor, Main Road, Ranchi – 834 001, Tel.: 0651 – 309 5122, Email ID: camsran@camsonline.com, Rourkela : Mr Amit, CAMS Transaction Point, 1st Floor , Mangal Bhawan , Phase II , Power HouseRoad , Rourkela – 769001, Ph: Ph : 0661 2513098, Email : camsrou@camsonline.com, Salem : Mr. AR Palaniappan, CAMS Transaction Point 28, I Floor , Advytha Ashram Road , Salem - 636 004 , Tel.: 0427 - 244 6338 ,Email ID: camssal@camsonline.com, Secunderabad : Mr.Bhavanarayanan / Mr. Ramakrishna, CAMS Investor Service Center, 102, First Floor , Jade Arcade, Paradise Circle, Secunderabad - 500 003, Phone- 040 - 55321531 , 5532 1532 Fax : 5532 1531, E Mail: camshyd@camsonline.com, Siliguri : Mr. Sunando Sarkar, CAMS Transaction Point, No 8, Swamiji Sarani, Ground Floor,, Hakimpara, Siliguri – 734401, Tel.: 0353 - 221 6065, EmailID: camssil@camsonline.com, Surat : Mr. Ashish Engineer / Pragna Engineer, CAMS Investor Service Center, Niva Apartments,, Above Sagrampura-Rudarpura Co-op Bank, , Bhatia Street, Nanpura, Surat – 395001, Phone:(0261) – 246 4887 / 246 4679 / 246 2531, E Mail : camssur@camsonline.com, Trichur : Mr. Sibu K A, CAMS TRANSACTION POINT, VIII/350/15, O K John Memorial Building , Ekkanda Warrier Road , Trichur – 686 001 Tel.:0487 – 2420646, Email ID: camstur@camsonline.com, Trichy : Mrs V Jothi, CAMS Transaction Point, No 8, I Floor, 8th Cross West Extn., Thillainagar, , Trichy - 620 018 , Tel.: 0431 - 274 1717 , Email ID: camstri@camsonline.com,Trivandrum : Mr. Viji Thomas, CAMS Transaction Point, Tc 15 / 2012,, Sheelatha Building,, Womens’ College Lane,, Vazuthacadu,, Trivandrum – 695 014, Tel.: 0471 – 3950 414, Email ID: camstvm@camsonline.com, ,Udaipur : Mr. Rajesh Surana, CAMS Transaction Point, 32, Ahinsapuri, Fatehpura Circle, Udaipur – 313004, Tel.: 0294 - 3091722, Email ID: camsudp@camsonline.com, Vadodara : Mr. Satish Shah / Mr. Dilip Shah , CAMSInvestor Service Center, 109 - Silver Line, Besides world Trade Centre, Sayajigunj, Vadodara – 390 005., Phone: (0265) – 222 5146, 236 2412, E Mail: camsvad@camsonline.com, Varanasi : Mr Deepak Kumar Gujrati, CAMSTransacation Point, C 27/249 - 22A, Vivekanand Nagar Colony, , Maldhaiya, , Varanasi – 221002 , Tel.: 0542 – 220 8546 / 311 3810, Email ID: camsvar@camsonline.com, Vijayawada : Mr. BVD Prasad, CAMS TransactionPoint 40-1-48/2, Bandar Road, Adj. To HDFC Bank, Vijayawada – 520010, Tel.: 0866 – 559 5657, Email ID: camsvij@camsonline.com, Valsad : Mr. Kausik Mistry, CAMS Transaction Point, C/o. CAD House, SiddhivinayakComplex,, F-1, First Floor, Avenue Building,, Near R.J.J. School,, Tithal Road, , Valsad – 396001, Tel.: 02632 – 249 957, Email ID: camsval@camsonline.com, Visakhapatnam : Mr. Sastry / Mr. Murthy , CAMS Investor ServiceCenter, 47/ 9 / 17, 1st Floor,, 3rd Lane , Dwaraka Nagar , Visakhapatnam - 530 016. , Phone: (0891) – 2598 875, 2540 175, E Mail: camsviz@camsonline.com.

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