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Page 1: Prudential ICICI Mutual Fund - Kotak Mahindra Bank Prudential ICICI Mutual Fund ... life and non-life insurance, ... Asset Management Company Prudential ICICI Asset Management Company
Page 2: Prudential ICICI Mutual Fund - Kotak Mahindra Bank Prudential ICICI Mutual Fund ... life and non-life insurance, ... Asset Management Company Prudential ICICI Asset Management Company

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Prudential ICICI Mutual Fund

IMPORTANT NOTICEInvesting in mutual fund schemes involves certain risks and considerations associated generally with making investmentsin securities. The value of the investments of the Plans comprised under the Scheme may be affected generally by factorsaffecting financial markets, such as price and volume, volatility in interest rates, currency exchange rates, changes inregulatory and administrative policies of the Government or any other appropriate authority (including tax laws) or otherpolitical and economic developments. Consequently, there can be no assurance that the Plan(s) offered in this OfferDocument would achieve the stated objectives. The NAV of the Units of the Plans may fluctuate and can go up or down.Past performance of the schemes managed by the Sponsors or their affiliates or the Asset Management Company is notindicative of the future performance of the Plans nor will the performance of the Plans, following the commencement ofthe operations, be indicative of the Plans’ future performance.

Prospective Investors are advised to review this Offer Document carefully and in its entirety and consult their legal, tax andfinancial advisors to determine possible legal, tax and financial or any other consequences of subscribing to, purchasingor holding Units under any Plan(s), before making an application to subscribe or purchase the Units.

The Prudential ICICI Mutual Fund (the Fund) and the Prudential ICICI Asset Management Company Limited (the AMC),have not authorized any person to give any information or make any representations, either oral or written, not stated inthis Offer Document in connection with issue of Units under the Plan(s). Prospective Investors are accordingly advised notto rely upon any information or representations not incorporated in this Offer Document. Any subscription, purchase orsale made by any person on the basis of statements or representations which are not contained in this Offer Documentor which are inconsistent with the information contained herein shall be solely at the risk of the Investor.

The current Regulations impose certain restrictions and conditions on the AMC for entering into transactions with theSponsors and their associates on behalf of the Fund. These restrictions include:

a) Purchase or sale of securities through any broker associated with the Sponsors or through a firm which is anassociate of the Sponsor(s) shall not exceed an average of 5% of the aggregate purchases and sale of securitiesmade by the Fund in all its Schemes in a block of any three months.

b) Utilization of the services of the Sponsors or any of their associates, for the purpose of any securities transactionsand distribution and sale of securities shall be made only if a disclosure to this effect is made in the Offer Documentand the brokerage or commission paid is also disclosed in the half yearly annual accounts of the mutual fund.

c) The Mutual Fund Scheme shall not make any investment in;

1. any unlisted security of an associate or group company of the Sponsor; or

2. any security issued by way of private placement by an associate or group company of the Sponsor; or

3. the listed securities of group companies of the Sponsor which is in excess of 25% of its net assets.

In this Offer Document, all references to “$” are to United States of America Dollars, “£” to Pound Sterling of UnitedKingdom and “Rs.” to Indian Rupees. The Reference Exchange Rate between the United States Dollar and the IndianRupee has been taken at $1 = Rs.46.00 and UK£ and Indian Rupee at 1£= Rs.83.7698.

This Offer Document is dated February 7, 2005.

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Prudential ICICI Fixed Maturity Plan

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TABLE OF CONTENTS1. Highlights ...................................................................................................................................................................... 6

2. Definitions ..................................................................................................................................................................... 8

3. Summary – Prudential ICICI Fixed Maturity Plan .................................................................................................. 10

4. Constitution of the Mutual Fund ............................................................................................................................. 11

a) The Sponsors ........................................................................................................................................................ 11

b) The Trustee Company ........................................................................................................................................... 12

i. Directors ......................................................................................................................................................... 12

ii. Rights and Obligations of the Trustee ......................................................................................................... 13

iii. Trusteeship Fees ............................................................................................................................................. 15

c) Management of Asset Management Company (AMC) ........................................................................................ 15

i. Board of Directors of the AMC .................................................................................................................... 16

ii. Powers, Duties & Responsibilities of the AMC ............................................................................................ 18

iii. Key Employees of AMC & relevant experience ............................................................................................. 19

iv. Fund Manager ............................................................................................................................................... 23

v. Compliance Officer ........................................................................................................................................ 23

vi. Investor Relations Officer .............................................................................................................................. 23

d) Auditors ................................................................................................................................................................ 23

e) Registrar ................................................................................................................................................................ 23

f) Custodian ............................................................................................................................................................. 23

5. Investment Objectives & Policies ............................................................................................................................. 24

(i) Prudential ICICI Fixed Maturity Plan Yearly Series 5 ............................................................................................ 24

a) Type of the Scheme ....................................................................................................................................... 24

b) Investment Objective ..................................................................................................................................... 24

c) Terms of the Plan .......................................................................................................................................... 24

(ii) Prudential ICICI Fixed Maturity Plan 1 Year Plus Series 6 ..................................................................................... 27

a) Type of the Scheme ....................................................................................................................................... 27

b) Investment Objective ..................................................................................................................................... 27

c) Terms of the Plan .......................................................................................................................................... 27

(iii) Prudential ICICI Fixed Maturity Plan 1 Year Plus Series 12 ................................................................................. 31

a) Type of the Scheme ....................................................................................................................................... 31

b) Investment Objective ..................................................................................................................................... 31

c) Terms of the Plan .......................................................................................................................................... 31

(iv) Prudential ICICI Fixed Maturity Plan Series 24 .................................................................................................... 35

a) Type of the Scheme ....................................................................................................................................... 35

b) Investment Objective ..................................................................................................................................... 35

c) Terms of the Plan .......................................................................................................................................... 35

(v) Prudential ICICI Fixed Maturity Plan Series 25 .................................................................................................... 39

a) Type of the Scheme ....................................................................................................................................... 39

b) Investment Objective ..................................................................................................................................... 39

c) Terms of the Plan .......................................................................................................................................... 39

(vi) Prudential ICICI Fixed Maturity Plan Series 26 – Quarterly Plan ......................................................................... 44

a) Type of the Scheme ....................................................................................................................................... 44

b) Investment Objective ..................................................................................................................................... 44

c) Terms of the Plan .......................................................................................................................................... 44

d) Change in Investment Pattern ...................................................................................................................... 44

e) Fees and Expenses ......................................................................................................................................... 47

i) Initial Issue Expenses .............................................................................................................................. 47

ii) Recurring Expenses ................................................................................................................................. 48

f) Investment Pattern ......................................................................................................................................... 48

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Prudential ICICI Mutual Fund

g) Change in Fundamental Attributes ............................................................................................................... 48

h) Investment Strategy ....................................................................................................................................... 48

i) Portfolio Turnover .......................................................................................................................................... 49

j) Trading in Derivatives .................................................................................................................................... 50

i) Advantages of Derivatives ...................................................................................................................... 50

ii) Interest Rate Swaps and Forward rate Agreements .............................................................................. 50

iii) Risks attached with the use of derivatives ............................................................................................ 50

k) Risk Factors and special consideration .......................................................................................................... 50

l) Investment Restrictions for the Scheme ........................................................................................................ 51

m) Underwriting by the Fund ............................................................................................................................. 52

n) Computation of Net Asset Value .................................................................................................................. 52

o) Accounting Policies & Standards ................................................................................................................... 55

6. Units & The Initial Offer ........................................................................................................................................... 58

General Information .................................................................................................................................................... 58

a (i) Initial Issue Expenses ............................................................................................................................................ 58

a (ii)Past Schemes ........................................................................................................................................................ 58

b) Pledge of Units for loans ..................................................................................................................................... 59

c) Who can Invest? ................................................................................................................................................... 59

d) How to apply? ...................................................................................................................................................... 59

e) Application under Power of Attorney/Body Corporate/Registered Society/Trust/Partnership ............................... 60

f) Joint Applicants .................................................................................................................................................... 60

g) Nomination Facility ............................................................................................................................................... 60

h) Issuance of Units/Refund ...................................................................................................................................... 60

i) Account Statements .............................................................................................................................................. 60

j) Redemption of Units ............................................................................................................................................ 61

i. Redemption Price ........................................................................................................................................... 61

ii. Applicable NAV .............................................................................................................................................. 61

iii. How to Redeem? ........................................................................................................................................... 61

iv. Payment of Proceeds ..................................................................................................................................... 61

v. Redemption by NRIs/ FIIs ............................................................................................................................... 62

vi. Effect of Redemptions ................................................................................................................................... 62

vii. Fractional Units .............................................................................................................................................. 62

viii. Right to Limit Redemptions .......................................................................................................................... 62

ix. Suspension of Sale and Redemption of Units ............................................................................................. 62

7. Load Structure, Fees and Expenses ......................................................................................................................... 64

a) Load Structure of the Plan ................................................................................................................................... 64

b) Fees and Expenses of the Scheme ....................................................................................................................... 64

i. Initial Issue Expenses ............................................................................................................................................ 65

ii. Estimated Recurring Expenses .............................................................................................................................. 66

iii. Condensed Financial Information ......................................................................................................................... 69

8. Unitholders Rights and Services ............................................................................................................................... 86

a) Investors Services .................................................................................................................................................. 86

b) Ease of Transactions ............................................................................................................................................. 86

i. Customer Service Centers in major metros .................................................................................................. 86

ii. Process transactions in a timely manner ....................................................................................................... 86

c) Problem Resolution .............................................................................................................................................. 86

d) Information about the Scheme ............................................................................................................................ 86

e) NAV Information ................................................................................................................................................... 86

f) Disclosure of information under the Regulations ............................................................................................... 87

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g) Rights of Unitholders of the Scheme .................................................................................................................. 87

h) Duration of the Scheme/Winding up ................................................................................................................... 87

i) Procedure and manner of Winding up ................................................................................................................ 87

j) Tax Benefits ........................................................................................................................................................... 88

I) To the Mutual Fund ...................................................................................................................................... 88

II) To the Unitholders ........................................................................................................................................ 88

A. Income received from mutual fund .............................................................................................................. 88

B. Long term capital gains on transfer of units ............................................................................................... 88

i. For Individuals and HUFs ....................................................................................................................... 89

ii. For Partnership Firms, Non-Residents, Indian Companies/Foreign Companies ..................................... 89

iii. For Non-resident Indians ........................................................................................................................ 89

iv. For Overseas Financial Organisations, including Overseas Corporate Bodies and ForeignInstitutional Investors fulfilling conditions laid down under section 115AB (Offshore Fund ............. 89

C. Short term capital gains ................................................................................................................................ 89

D. Tax deduction at source ................................................................................................................................ 90

E. Exemption from tax on capital gains arising on transfer of units held for more than 12 months .......... 90

F. Investments by charitable and religious trusts in the plan .......................................................................... 90

G. Wealth Tax Sec. 2 (ea) ................................................................................................................................... 91

H. Gift Tax .......................................................................................................................................................... 91

k) Unclaimed redemption amount ............................................................................................................................ 91

9. Other Matters ............................................................................................................................................................ 92

a) Unitholders Grievances Redressal Mechanism ..................................................................................................... 92

b) Associate Transactions .......................................................................................................................................... 93

c) Details of Investment in Companies that hold more than 5%of NAV of Schemes managed by the AMC ....................................................................................................... 101

d) Penalties and Pending Litigations ...................................................................................................................... 103

e) Borrowing by the Mutual Fund ......................................................................................................................... 113

f) Inter-Scheme Transfers ........................................................................................................................................ 114

g) General Information ........................................................................................................................................... 114

� Power to make Rules .................................................................................................................................. 114

� Power to remove Difficulties ....................................................................................................................... 114

� Scheme to be binding on the Unitholders ................................................................................................ 114

� Documents available for Inspection ............................................................................................................ 114

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Prudential ICICI Mutual Fund

HIGHLIGHTS• The Sponsors of the Fund are Prudential plc of the United Kingdom (UK) and ICICI Bank Limited (erstwhile ICICI

Limited). Prudential plc is a leading international financial services group providing retail financial products andservices and fund management to many millions of customers worldwide. As a group Prudential plc has, as of 30June 2004, over GBP170 billion of funds under management, more than 16 million customers and over 22,000employees worldwide. Securities and Exchange Board of India, vide its letter no. MFD/PM/567/02 dated June 4, 2002,has accorded its approval in recognizing ICICI Bank Ltd. as a co-sponsor consequent to the merger of ICICI Ltd. withICICI Bank Ltd. ICICI Bank is India’s second-largest bank with total assets of about Rs.132,780 crore at September30, 2004 and profit after tax of Rs. 873 crore in the half year ended September 30, 2004 (Rs. 1,637 crore in fiscal2004). ICICI Bank has a network of about 470 branches and extension counters and over 1,800 ATMs. ICICI Bankoffers a wide range of banking products and financial services to corporate and retail customers through a variety ofdelivery channels and through its specialised subsidiaries and affiliates in the areas of investment banking, life andnon-life insurance, venture capital and asset management. ICICI Bank set up its international banking group in fiscal2002 to cater to the cross-border needs of clients and leverage on its domestic banking strengths to offer productsinternationally. ICICI Bank currently has subsidiaries in the United Kingdom and Canada, branches in Singapore andBahrain and representative offices in the United States, China, United Arab Emirates and Bangladesh. (Source:Overview at www.icicibank.com).

ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and was its wholly-owned subsidiary.

• Fund Management expertise – Prudential plc is a leading international financial services group providing retailfinancial products and services and fund management to many millions of customers worldwide. As a group Prudentialplc has, as of 30 June 2004, over GBP170 billion of funds under management, more than 16 million customers andover 22,000 employees worldwide.

Prudential ICICI Asset Management Company Limited, the Investment Manager to the Prudential ICICI Mutual Fund,manages assets over Rs. 16,500 crores as of January 31, 2005 through 19 schemes. It is one of the largest assetmanagement companies in the country.

• Prudential ICICI Fixed Maturity Plan is an open-ended umbrella scheme comprising there under several investmentPlans seeking to generate regular returns through investments in fixed income securities.

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Prudential ICICI Fixed Maturity Plan

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Sponsors

Prudential plcLaurence Pountney Hill,London EC 4R0HH ,United Kingdom

ICICI Bank LimitedRegistered OfficeLandmark, Race course Circle,Vadodara- 390007

Asset Management Company

Prudential ICICI Asset Management Company LimitedRegistered Office206 Ashoka Estate, 2nd Floor,24 Barakhamba Road,New Delhi – 110 001

Corporate Office8th Floor, Peninsula Tower,Peninsula Corporate Park,Ganpatrao Kadam Marg,Off Senapati Bapat Marg,Lower Parel,Mumbai 400 013.

Trustee

Registered OfficePrudential ICICI Trust Limited206 Ashoka Estate, 2nd Floor,24 Barakhamba Road,New Delhi – 110 001

RegistrarComputer Age Management Services Private LimitedA & B Lakshmi Bhavan,609 Anna SalaiChennai 600 006

Auditors to the PlanN. M. Raiji & CompanyUniversal Insurance BuildingSir Phiroze Shah Mehta RoadMumbai 400 001

CustodianHDFC Bank LimitedSandoz HouseDr. Annie Besant RoadWorliMumbai 400 018

Legal AdvisorsA.R.A. LawAgra Building, 1st floor,121, M.G. RoadFort, Mumbai 400 023.

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Prudential ICICI Mutual Fund

DEFINITIONSIn this Offer Document, the following words and expressions shall have the meaning specified herein, unless thecontext otherwise requires:

Asset Management Company or Prudential ICICI Asset Management Company Limited (formerly ICICI AssetAMC or Investment Manager Management Company Limited), the Asset Management Company

incorporated under the Companies Act, 1956, and registered with SEBI toact as an Investment Manager for the schemes of Prudential ICICI MutualFund.

Applicable NAV (for purchases) In respect of valid applications received upto 3 p.m. by the Mutual Fundalongwith a local cheque or a demand draft payable at par at the placewhere the application is received, the closing NAV of the day on whichapplication is received shall be applicable.In respect of valid applications received after 3.00 p.m. by the Mutual Fundalongwith a local cheque or a demand draft payable at par at the placewhere the application is received, the closing NAV of the next business dayshall be applicable.

However, in respect of valid applications with outstation cheques/demanddrafts not payable at par at the place where the application is received,closing NAV of the day on which cheque/demand draft is credited shall beapplicable.

Applicable NAV (for redemptions) In respect of valid applications received upto 3.00 p.m. by the Mutual Fund,same day’s closing NAV shall be applicable.

In respect of valid applications received after 3.00 p.m. by the Mutual Fund,the closing NAV of the next business day shall be applicable.

In view of the above, the Mutual Fund shall ensure that there is an uniformityin time taken for issuing redemption proceeds to all investors.

Business Day A day other than (i) Saturday and Sunday or (ii) a day on which the PrincipalStock Exchange with reference to which the valuation of the securities underthe Plans is done or the Whole Sale Debt Market of National Stock Exchangeor the Reserve Bank of India or Banks in Mumbai are closed or (iii) a day onwhich there is no RBI clearing / settlement of securities / cash; or (iv) a dayon which the Sale and Redemption of Units is suspended by the Trustee /AMC (v) or a book closure period as may be announced by the Trustee /AMC. Provided that the days when the banks at any center where theAMC’s Customer Service Centers are located, are closed due to a localholiday, such days will be treated as Non-Business Days at such centers forthe purposes of accepting fresh subscriptions. However, if the AMC’s officesin such centers are open on such local holidays, then redemption andswitch requests will be accepted at those centers, provided it is a BusinessDay for the Plan on an overall basis.

NAV will be calculated on Sundays and on intervening holidays during aweek and the redemptions will be priced accordingly. However, the NAVcomputed in the above manner on Sundays/holidays will be applicable forredemptions alone and purchase of Units and switches will continue to begoverned by the terms and procedure laid down in this Offer document, asamended from time to time.

Custodian HDFC Bank Limited, Mumbai, acting as Custodian to the Plan, or any othercustodian who is approved by the Trustee.

FII Foreign Institutional Investors registered with SEBI under Securities andExchange Board of India (Foreign Institutional Investors) Regulations, 1995,as amended from time to time.

ICICI Bank ICICI Bank Limited

Investment Management Agreement The Agreement dated September 3, 1993 entered into between PrudentialICICI Trust Limited (formerly ICICI Trust Limited) and Prudential ICICI AssetManagement Company Limited (formerly ICICI Asset Management CompanyLimited) as amended from time to time.

NAV Net Asset Value of the Units of the Plan /Plans and Options therein,calculated on every Business Day in the manner provided in this OfferDocument or as may be prescribed by Regulations from time to time.

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Prudential ICICI Fixed Maturity Plan

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NRI Non-Resident Indian.

Offer Document This document issued by Prudential ICICI Mutual Fund, offering Units ofvarious investment Plans as comprised under Prudential ICICI Fixed MaturityPlan, the umbrella scheme.

Prudential Prudential plc of the U.K. and includes, wherever the context so requires, itswholly owned subsidiary Prudential Corporation Holdings Limited.

RBI Reserve Bank of India, established under the Reserve Bank of India Act,1934, as amended from time to time.

Specified Subscription Period Specified Subscription Period is one or more Business Day(s) during whichan investor may purchase the Units of a Plan at the Applicable NAV, subjectto entry load, if any.

Specified Redemption Date(s) Specified Redemption Date(s) is/are the Business Day(s) on which theredemption under a Plan is permitted at the Applicable NAV.

SEBI Securities and Exchange Board of India established under Securities andExchange Board of India Act, 1992, as amended from time to time.

Prudential ICICI Fixed Maturity Plan / Prudential ICICI Fixed Maturity Plan (an umbrella scheme) and each of theFixed Maturity Plan / The Plan/ Plans launched there under including the Options offered under such PlansThe Scheme. referred to individually as the Plan and collectively as the Plans or the Scheme

in this Offer Document from time to time. Each such Plan and each suchPlan series being a distinct entity is of the nature of a scheme under theRegulations.

The Fund or Mutual Fund Prudential ICICI Mutual Fund (formerly ICICI Mutual Fund), a trust set upunder the provisions of the Indian Trusts Act, 1882. The Fund is registeredwith SEBI vide Registration No.MF/003/93/6 dated October 13, 1993 asICICI Mutual Fund and has obtained approval from SEBI for change inname to Prudential ICICI Mutual Fund vide SEBI’s letter dated April 16,1998.

The Trustee Prudential ICICI Trust Limited (formerly ICICI Trust Limited), a company setup under the Companies Act, 1956, and approved by SEBI to act as theTrustee for the schemes of Prudential ICICI Mutual Fund.

The Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996,as amended from time to time.

Trust Deed The Trust Deed dated August 25, 1993 establishing ICICI Mutual Fund,(subsequently renamed Prudential ICICI Mutual Fund) as amended fromtime to time.

Trust Fund Amounts settled/contributed by the Sponsors towards the corpus of thePrudential ICICI Mutual Fund and additions/accretions thereto.

Unit The interest of an Investor, which consists of, one undivided share in theNet Assets of a Plan.

Unitholder A holder of Units in a Plan of Prudential ICICI Fixed Maturity Plan.

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Prudential ICICI Mutual Fund

SUMMARY – PRUDENTIAL ICICI FIXED MATURITY PLAN

Name of the Scheme Prudential ICICI Fixed Maturity Plan, an umbrella scheme comprising variousinvestments Plans.

Structure Open-ended debt fund.Offer Price for on-going subscriptions Based on the Applicable NAV of the Scheme, subject to entry load provisions,

if any.Features � An open-ended debt Scheme comprising various Plans seeking to generate

regular returns through investments in fixed income securities.

� The Scheme will have a series of Quarterly/Half-Yearly and Yearly Plans.Each Plan identified by a distinct series number will have a portfolio ofsecurities normally maturing in line with the time profile of the Plan.

Application Amount As prescribed in the Addendums of the respective Plans attached hereunder.Initial Issue Expenses The entire initial issue expenses under the Scheme were borne by the AMC

and were not charged to the Scheme.Liquidity Purchase of Units:

Each Plan will have Specified Subscription Period(s) during which investorsmay purchase Units from the Fund. The Specified Subscription Periods,normally, have duration of seven Business Days during which period Unitsmay be subscribed at the Applicable NAV. For the present, the Trustee doesnot intend to charge any entry load on the purchase of units. Please seeTables on page nos. 26, 30, 33, 38, 43 & 47 for details of SpecifiedSubscription Periods.

After the expiry of the Specified Subscription Periods the Plan will betemporarily closed for purchase of Units by the Unitholders till thecommencement of the next Specified Subscription Period.

Redemption of Units:

Each Plan series will have a Specified Redemption Date. On the SpecifiedRedemption Date, the Unitholders can redeem their unitholdings at theApplicable NAV. For the redemptions made on the Specified RedemptionDates, for the present, the Trustee does not intend to charge any exit load.The Unitholders may also redeem their investments on any other BusinessDay, subject to payment of exit load. Please see Tables on page nos. 26, 30,33, 38, 43 & 47 for details of Specified Redemption Dates. The Units of thePlan are not proposed to be listed on any exchange.

The Fund will, under normal circumstances, endeavor to dispatch theredemption cheques within one Business Day from the date of acceptanceof the redemption request at any of the Customer Service Centers. Thisservice standard will apply only at the notified centers where RBI handlesclearing directly and is able to transfer funds from Mumbai on the same-day-value basis. In respect of all non-RBI centers, for redemption payments,AMC will take additional day(s) – not exceeding 3 Business Days- that wouldessentially be linked to the time taken by banks to clear funds at such Non-RBI centers

Transparency NAV will be determined on every Business Day, except in special circumstancesdescribed on page 62. NAV of the Plan(s) shall be made available at allCustomer Service Centers of the AMC. The AMC shall also endeavor tohave the NAV published in a daily newspaper and updated on AMC’s website(www.pruicici.com).

AMC shall update the NAVs on the website of Association of Mutual Fundsin India - AMFI (www.amfiindia.com) by 8.00-p.m. every Business Day. Incase of any delay, the reasons for such delay would be explained to AMFIand SEBI by the next day. If the NAVs are not available before commencementof business hours on the following day due to any reason, the Fund shallissue a press release providing reasons and explaining when the Fund wouldbe able to publish the NAVs.

The Mutual Fund shall disclose the full portfolio of the Scheme every quarter.Repatriation facility NRIs/PIOs/FIIs have been granted a general permission by RBI [Schedule 5 of

the Foreign Exchange Management (Transfer or Issue of Security by a PersonResident Outside India) Regulations, 2000] for investing in / redeemingunits of the schemes subject to conditions set out in the aforesaidregulations.

Eligibility for Trusts Religious and Charitable Trusts are eligible to invest in the Plan under theprovisions of Section 11(5)(xii) of the Income-tax Act, 1961 read with Rule17C of Income-tax Rules, 1962.

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CONSTITUTION OF THE MUTUAL FUNDICICI Mutual Fund, which has been renamed as Prudential ICICI Mutual Fund (“the Mutual Fund” or “the Fund”) hasbeen constituted as a Trust in accordance with the provisions of the Indian Trusts Act, 1882 (2 of 1882). The MutualFund was registered with SEBI on October 13, 1993.

ICICI Mutual Fund was established by erstwhile ICICI Ltd. (Since merged with ICICI Bank Ltd), by execution of a Trust Deeddated August 25, 1993. Prudential plc, through its wholly owned subsidiary, Prudential Corporation Holdings Limited,has contributed an amount of Rs.12.2 lacs to the corpus of the Fund and has received permission for such contributionfrom the RBI vide letter No: CO.FID (I)4940/10/I.07.02.200(221)97-98 dated April 25, 1998. SEBI has approved thechange in name of the Fund to Prudential ICICI Mutual Fund vide its letter IIMARP / 88 / 98 dated April 16, 1998. Adeed of amendment to the Trust Deed dated August 25, 1993 was executed and registered.

a) Sponsors

Prudential plc (formerly known as Prudential Corporation plc)

Prudential plc is a leading international financial services group providing retail financial products and services and fundmanagement to many millions of customers worldwide. As a group Prudential plc has, as of June 30, 2004, over GBP170billion of funds under management, more than 16 million customers and over 22,000 employees worldwide.

Given below is a brief summary of Prudential’s financials:

Year ended December 31 (Rs. crores)

Description 2003 2002 2001 2000

Total Income 263,515 123,398 192,728 97,042Profit Before Tax 2,932 3,630 2,888 6,534Profit After Tax 1,742 3,368 2,730 4,747Shareholders’ Funds 27,460 27,750 29,625 27,738Earnings per share (Rs.) 10.81 11.85 17.48 24.22Equity Capital (5 Pence per share) 838 750 750 683.1Free Reserves 26,622 27,000 28,875 26717Net-worth 27,460 27,750 29,625 27,400Book Value per share (Rs.) 136.62 138.75 148.58 138.28Percentage of dividend per share 320 520% 508% 490%Dividend per share (in Pence) 16.00P 26.00P 25.4P 24.5P

ICICI Bank Limited

Securities and Exchange Board of India, vide its letter no. MFD/PM/567/02 dated June 4, 2002, has accorded its approvalin recognizing ICICI Bank Ltd. as a co-sponsor consequent to the merger of ICICI Ltd. with ICICI Bank Ltd.

ICICI Bank is India’s second-largest bank with total assets of about Rs.132,780 crore at September 30, 2004 and profitafter tax of Rs. 873 crore in the half year ended September 30, 2004 (Rs. 1,637 crore in fiscal 2004). ICICI Bank has anetwork of about 470 branches and extension counters and over 1,800 ATMs. ICICI Bank offers a wide range of bankingproducts and financial services to corporate and retail customers through a variety of delivery channels and through itsspecialised subsidiaries and affiliates in the areas of investment banking, life and non-life insurance, venture capital andasset management. ICICI Bank set up its international banking group in fiscal 2002 to cater to the cross-border needs ofclients and leverage on its domestic banking strengths to offer products internationally. ICICI Bank currently has subsidiariesin the United Kingdom and Canada, branches in Singapore and Bahrain and representative offices in the United States,China, United Arab Emirates and Bangladesh. (Source: Overview at www.icicibank.com).

ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and was originally a wholly-owned subsidiary of ICICI

Given below is a brief summary of ICICI Bank’s financials:

(Rs. in crores)

*Year ended *Year ended *Year ended * Nine MonthsMarch 31, 2002 March 31, 2003 March 31,2004 period ended

Dec. 31, 2004

Total Income 2726.59 12,526.88 11,958.96 9,188.50

Profit After Tax 258.3 1,206.18 1,637.10 1,390.50Free Reserves @ 5632.41 6,320.65 7,394.16 11,899.26Net Worth 6244.96 6933.31 8,010.56 12,635.15

Earnings per Share (Rs.) (diluted) 11.61 19.65 26.44 19.03Book Value per Share (Rs.) 101.95 113.10 129.96 171.68Dividend 20% 75% 75% Nil

Paid Up Capital (Equity) $ 612.55 612.66 616.40 735.93(Preference) # 350 350 350 350

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* The results include the result of erstwhile ICICI Limited and its subsidiaries, ICICI Personal Financial Services Limited andICICI Capital Services Limited, amalgamated with the Bank w.e.f. March 30, 2002. The financials for the current periodsare not comparable with the earlier periods.@ Excludes revaluation reserve

$ Includes in 2002, Rs. 392.67 crores for shares to be issued to shareholders of ICICI Limited on amalgamation, further,during the year ended March 31, 2003, the Bank allotted 3,000 shares pursuant to exercise of employee stock options.# Represents in 2002, face value of 350 preference shares to be issued to shareholders of ICICI Ltd on amalgamation,redeemable at par on April 20, 2018. As per the notification received from Ministry of Finance, the restriction of section12(1) of the Banking Regulation Act, 1949, prohibiting banks established after 1944 from holding preference shares, isnot applicable to the Bank for a specified period.Note: ICICI Bank has raised Rs. 324600 Crores of equity in April 2004 (including a green shoe option)

Prudential plc of UK, through its wholly owned subsidiary, Prudential Corporation Holdings Limited, has been issued andallotted shares aggregating 55% stake in the share capital of Prudential ICICI Asset Management Company Limited(AMC), whereas the balance 45% shareholding in the AMC is being held ICICI Group. Out of the total 45% of the paid-up capital of the AMC held by the ICICI Group, 30% is held by ICICI Bank and the balance 15% is held by a subsidiaryof ICICI Bank Ltd. viz. ICICI Venture Funds Management Company Limited.

b) The Trustee Company (The Trustee)

Prudential ICICI Trust Limited

Prudential ICICI Trust Limited, a company incorporated under the Companies Act, 1956 is the Trustee to the Fund videTrust Deed dated August 25, 1993 as amended from time to time. Prudential plc. of UK, through its wholly ownedsubsidiary, Prudential Corporation Holdings Limited, has been issued and allotted shares aggregating 55% stake in theshare capital of Prudential ICICI Trust Limited, whereas the balance 45% shareholding in the Prudential ICICI Trust Limitedis being held by ICICI Group. Out of the total 45% of the paid-up capital of the Prudential ICICI Trust Limited held bythe ICICI Group, 30% is held by ICICI Bank and the balance 15% is held by a subsidiary of ICICI Bank Ltd. viz. ICICIVenture Funds Management Company Limited.

i) The Directors of the Trustee Company are:

Mr. Vishnu Bhagwandas Haribhakti Partner(S/o. Late Mr. Bhagwandas Haribhakti) Haribhakti & Co., MumbaiFlat No.51, 5th Floor V.B. Haribhakti Associates, MumbaiMaker Tower ‘B’ Haribhakti Shah & Co., AhmedabadCuffe Parade V.B. Haribhakti & Co., New DelhiMumbai 400 005 V.B. Haribhakti & Co., ChennaiChartered Accountant V.B. Haribhakti & Co., Bangalore(Alternate Director) V.B. Haribhakti & Co., Jodhpur

V.B. Haribhakti & Co., CalcuttaV.B. Haribhakti & Co., JaipurV.B. Haribhakti & Co., BhopalV.B. Haribhakti & Co., BhuvaneshwarV.B. Haribhakti & Co., ChandigarhV.B. Haribhakti & Co., CochinV.B. Haribhakti & Co., PatnaV.B. Haribhakti & Co., PuneDirectorBajaj Electricals LtdRohit Pulp and Paper Mills Company Ltd.The Simplex Mills Company Ltd.The Anglo-French Drug Co.(Eastern) Ltd.Ester Industries Ltd.Lakshmi Automatic Loom Works Ltd.Tilaknagar Industries Ltd.Hindustan Composites Ltd.Mutual Mecaplast Ltd (Alternate Director)Haribhakti MRI Corporate Services Pvt.Ltd.Moores Rowland Consulting Pvt. Ltd.TrusteeBombay Rotary Midtown TrustThe Pransukhlal Mafatlal Hindu Swimming Bath & Boat Club TrustV.B. Haribhakti Charitable TrustIndian Merchants’ Chamber Platinum Jubilee Endowment TrustCouncil for Fair Business PracticesManaging Committee MemberIndian Merchant ChamberThe Associated Chambers of Commerce and Industry of India

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Mr. Eruch .B. Desai Partner(S/o. Mr. Byramsha Desai) Mulla & Mulla & Craigie Blunt & Caroe81, Sonarica Director33-A, Pedder Road Birla Global Finance Ltd.Mumbai 400 026 Bekaert Industries Pvt.Ltd.Solicitor and Advocate The Century Textiles & Industries Ltd.S

Dolphin Fisheries & Trading Pvt.Ltd.Hercules Hoists Ltd. (Alternate director)Hindalco Industries Ltd.Matsushita Lakhanpal Battery India Ltd.National Panasonic India Private Ltd.Kennametal Widia (India) Ltd. (Alternate)Supreme Industries Ltd.

Mr. Nagesh D. Pinge* Mr. Sham P. Subhedar*(S/o. Dinkar Shripad Pinge) (S/o. Mr. Pandharinath Subhedar)D-408/1, Viman Darshan 1, Gulmohar28-29 Swami Nityanand Marg S.V. Road, Vile Parle (W)Andheri (East) Mumbai 400 056Mumbai 400069 ConsultantSenior General Manager – Compliance andAudit Group – ICICI Bank Ltd.

Mr. Sham P. Subhedar* Senior Advisor(S/o. Mr. Pandharinath Subhedar) Prudential Corporation Asia Ltd.1, Gulmohar DirectorS.V. Road Peter Pan Travels Services Pvt. Ltd.Vile Parle (W) SAS Management Consultants and Office Services Pvt. Ltd.Mumbai 400 056 Prudential Process Management Services Pvt. Ltd.Consultant

Mr. D. J. Balaji Rao Director(S/o D. B. Jagannath Rao) Ashok Leyland Ltd. ChennaiD-103, Adarsh Residency Ashok Leyland Finance Ltd. Chennai47th Cross (2nd Main) Bajaj Auto Ltd.Jayanagar, 8th Block 3M INDIA Ltd., BangaloreBangalore – 560082 Jindal Iron and Steel Co. Ltd., MumbaiHe is presently acting as an independent South East Asia Marine Engg. & Construction Ltd., KolkataDirector on the Board of various Companies. Graphite India Ltd., Kolkata

Ennore Foundries Ltd.

Mr . M S Parthasarathy Director(S/o Late M.S. Tiruvenkatachari) None other than Prudential ICICI Trust Ltd.B2 Ashok Svasti, 33 Balakrishna RoadValmiki Ngr, TiruvanmiyurChennai – 600041

* Mr. Nagesh Pinge is a Senior General Manager (Compliance and Audit Group) of ICICI Bank Limited and Mr. S.P.Subhedar is a Senior Advisor to the Prudential Corporation Asia Limited, a wholly owned subsidiary of Prudential plc.

ii) Rights and Obligations of the Trustee under the Trust Deed and the Regulations

Pursuant to the Deed of Trust dated August 25, 1993 constituting the Mutual Fund and in terms of the Regulationsthe rights and obligations of the Trustee are as under:

1. The Trustee shall have a right to obtain from the AMC such information as is considered necessary by it.

2. The Trustee shall ensure before the launch of any scheme that the Asset Management Company has :

i. systems in place for its back office, dealing room and accounting;

ii. appointed all key personnel including fund manager(s) for the Scheme and submitted to the Trustee theirbio-data which shall contain the educational qualifications, past experience in the securities market withinfifteen days of their appointment;

iii. appointed auditors to audit the accounts of the scheme;

iv. appointed a compliance officer to comply with regulatory requirements and to redress Investor grievances;

v. appointed registrars and laid down parameters for their supervision;

vi. prepared a compliance manual and designed internal control mechanisms including internal audit systemsand

vii. Specified norms for empanelment of brokers and marketing agents.

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3. The Trustee shall ensure that the AMC has been diligent in empanelling the brokers, in monitoring securitiestransactions with brokers and avoiding undue concentration of business with any broker.

4. The Trustee is required to ensure that the AMC has not given any undue or unfair advantage to any associateor dealt with any of the associates of the AMC in any manner detrimental to the interests of the Unitholders.

5. The Trustee is required to ensure that the transactions entered into by the AMC are in accordance with theRegulations and the provisions of the Scheme.

6. The Trustee is required to ensure that the AMC has been managing the Scheme independently of other activitiesand has taken adequate steps to ensure that the interest of Investors under the Scheme are not compromisedwith those of any other Scheme or of other activities of the AMC.

7. The Trustee is required to ensure that all the activities of the AMC are in accordance with the provisions of theRegulations and shall exercise general and specific due diligence as required under the Regulations.

8. Where the Trustee has reason to believe that the conduct of the business of the Fund is not in accordance withthese Regulations and the provisions of the Scheme launched there under, it is required to take such remedialsteps as are necessary by it and to immediately inform SEBI of the violation and the action taken by it.

9. Each Director of the Trustee is required to file with the Trust the details of his securities transactions on aquarterly basis.

10. The Trustee is accountable for and is required to be the custodian of the Fund’s property of the respective of theScheme and to hold the same in trust for the benefit of the Unitholders in accordance with the Regulations andthe provisions of the Trust Deed.

11. The Trustee is required to take steps to ensure that the transactions of the Mutual Fund are in accordance withthe provisions of the Trust Deed.

12. The Trustee is responsible for the calculation of any income due to be paid to the Mutual Fund and also of anyincome received in the Mutual Fund for the holders of the units of any Plan of the Scheme in accordance theRegulations and the Trust Deed.

13. The Trustee is required to obtain the consent of the Unitholders of the Scheme :

When the Trustee is required to do so by SEBI in the interest of the Unitholders; or

a. Upon a requisition made by three-fourths of the Unitholders of the Scheme; or

b. If a majority of the Trustees decide to wind up the Scheme or prematurely redeem the Units; or

c. The Trustee shall ensure that no change in the fundamental attributes of the Scheme or the trust or fee andexpenses payable or any other change which would modify the Plan and affects the interests of unitholders, shall be carried out unless:

i) a written communication about the proposed change is sent to each Unitholder and an advertisementis given in one English daily newspaper 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 unit holders are given an option to exit at the prevailing Net Asset Value without any exit load.

14. The Trustee is required to call for the details of transactions in securities by the key personnel of the AMC intheir own names or on behalf of the AMC and report the same to SEBI as and when called for.

15. The Trustee is required to review quarterly, all transactions carried out between the Fund, the AMC and itsassociates.

16. The Trustee is required to review quarterly, the net worth of the AMC and in case of any shortfall ensure thatthe AMC makes up for the shortfall as per clause (f) of sub regulation (1) of Regulation 21 of the Regulations.

17. The Trustee is required to periodically review all service contracts such as custody arrangements and transferagency, and satisfy itself that such contracts are executed in the interest of the Unitholders.

18. The Trustee is required to ensure that there is no conflict of interest between the manner of deployment of itsnet worth by the AMC and the interest of the Unitholders.

19. The Trustee is required to periodically review the Investor complaints received and the redressal of the same bythe AMC.

20. The Trustee is required to abide by the Code of Conduct as specified in the Fifth Schedule of the Regulations.

21. The Trustee has to furnish to SEBI on a half-yearly basis:-

(a) a report on the activities of the Fund covering the details as prescribed by SEBI;

(b) a certificate stating that the Trustees have satisfied themselves that there have been no instances of selfdealing or front running by any of the Trustee, directors and key personnel of the AMC;

(c) a certificate to the effect that the AMC has been managing the schemes independently of any otheractivities and in case any activities of the nature referred to in sub Regulation (2) of Regulation 24 of theRegulations have been undertaken, the AMC has taken adequate steps to ensure that the interest of theUnitholders is protected.

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22. The independent Directors of the Trustee are required to give their comments on the report received from theAMC regarding the investments by the Mutual Fund in the securities of the group companies of the sponsors.

23. No amendments to the Trust Deed shall be carried out without the prior approval of SEBI and Unitholdersapproval/ consent will be obtained where it affects the interests of Unitholders as per the procedure / provisionslaid down in the Regulations.

24. The Trustees shall exercise general and specific due diligence required under the Regulations.

25. Trustee shall maintain high standards of integrity and fairness in all their dealings and in the conduct of theirbusiness.

26. Trustee shall render at all times high standards of service, exercise due diligence, ensure proper care and exerciseindependent professional judgement.

27. The independent directors of the Trustee shall pay specific attention to the following as may be applicable,namely:i. The Investment Management Agreement and the compensation paid under the agreement.ii. Service contracts with affiliates – whether the asset management company has charged higher fees than

outside contractors for the same services.iii. Selection of the asset management company’s independent directorsiv. Securities transactions involving affiliates to the extent such transaction are permitted.

v. Selecting and nominating individuals to fill independent directors vacancies.vi. Code of ethics must be designed to prevent fraudulent, deceptive or manipulative practices by insiders in

connection with personal securities transactions.

vii. The reasonableness of fees paid to sponsors, asset management company and any others for servicesprovided.

viii. Principal underwriting contracts and renewals

ix. Any service contracts with the associates of the asset management company.

28. Notwithstanding anything contained in sub-regulations (1) to (25) of regulation 18 of the Regulations, theTrustees shall not be held liable for acts done in good faith if they have exercised adequate due diligencehonestly.

29. SEBI circular no. MFD/CIR/10/ 15895 /2002 dated August 20, 2002 provides that the meetings of the Trusteesshall be held at least once in every two calendar months and at least six such meetings should be held everyyear. Further, as per the Regulations, for the purposes of constituting the quorum for the meetings of theTrustees, at least one Independent Trustee or Director should be present during such meetings.

During the period from January 1,2004 to January 28, 2005, seven meetings of the Directors of the Trustee wereheld. The Trustee’s supervisory role is discharged by reviewing the information and the operations of the Fundbased on reports submitted at the Board Meetings of the Trustee, by reviewing the reports being submitted bythe Internal Auditor and the bi-monthly, quarterly and half-yearly compliance reports. The Trustee also conductsa detailed review of the half-yearly and annual accounts of the schemes of the Fund and discusses the mattersarising there from with the Statutory Auditors of the Fund.

iii) Trusteeship Fees

Pursuant to the Deed of Trust constituting the Fund, the Fund is authorised to pay the Trustee a fee for its servicesin such capacity of a sum, presently computed at the rate of up to 0.05% of the amount, being the aggregate of theTrust Fund and Unit Capital of all the schemes put together on April 1 of each year or a sum of Rs.5 lacs, whicheveris higher. The Trustee may charge further fees as permitted from time to time under the Trust Deed and theRegulations.

SEBI has, in terms of its letter No.MFD/LV/059/00 dated January 31, 2000 approved an amendment to Trust Deed.The amendment authorizes the Trustee to decide upon the Trusteeship Fee to be charged from the Mutual Fund atthe beginning of each financial year (April 1 to March 31), subject to the maximum limit of 0.05% to be arrived atas indicated above. The amendment does not in any way, adversely impact or alter the interests of Unitholders underthe existing schemes of the Fund.

c) MANAGEMENT OF ASSET MANAGEMENT COMPANY (AMC)

ICICI Asset Management Company Limited (I-AMC), a company registered under the Companies Act, 1956, wasestablished by ICICI (now ICICI Bank Ltd) as its wholly owned subsidiary, to act as the Investment Manager of theICICI Mutual Fund vide the Investment Management Agreement dated September 3, 1993. Consequent to a reviewof long-term business strategy of the AMC, it was decided to further strengthen commitment to the individualinvestor segment. As a part of this plan, Prudential plc. (formerly known as Prudential Corporation plc.) of the UK(Prudential) was inducted as the new joint venture partner.

Prudential plc. of UK, through its wholly owned subsidiary, Prudential Corporation Holdings Limited, has been issuedand allotted shares aggregating 55% stake in the share capital of Prudential ICICI Asset Management CompanyLimited (AMC), whereas the balance 45% shareholding in the AMC is being held ICICI Group. Out of the total 45%of the paid-up capital of the AMC held by the ICICI Group, 30% is held by ICICI Bank and the balance 15% is heldby a subsidiary of ICICI Bank Ltd. viz. ICICI Venture Funds Management Company Limited.

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I-AMC was approved by SEBI to act as the Investment Manager of ICICI Mutual Fund vide its letter No.IIMARP/MF/22356 dated October 12, 1993. Consequent to the restructuring of shareholding pattern as stated above, SEBI videits letter No.IIMARP\631\98 dated March 11, 1998 accorded its approval for the induction of Prudential plc (throughits wholly own subsidiary, Prudential Corporation Holdings Limited) as a shareholder of the AMC. The AMC hasapplied and secured approval from the Registrar of Companies, Delhi and Haryana, for its change of name toPrudential ICICI Asset Management Company Limited, vide letter No.21/55-54135/320 dated March 26, 1998.

The AMC will manage the schemes of the Fund, including the Scheme mentioned in this Offer Document, inaccordance with the provisions of Investment Management Agreement, the Trust Deed, the Regulations and theobjectives of each of the schemes.

AMC has obtained registration from SEBI vide Registration No.INP000000373 dated February 29, 2000 to act as aPortfolio Manager under SEBI (Portfolio Managers) Regulations, 1993. Further, the Mutual Funds Division of SEBI,vide its letter no. MFD/LV/248/2000 dated May 10, 2000, conveyed its no objection for the AMC undertaking PMSactivities subject to the AMC complying with the requirements as envisaged in Regulation 24(2) of SEBI (MutualFunds) Regulations, 1996. The AMC has commenced the Portfolio Management activities, after complying with theregulatory requirements. The same are not in conflict with the mutual fund activities.

i) Board of Directors of the AMC

Mr. Mark NorbomPrudential Corporation Asia, One International Finance Centre 13 Floor, 1 Harbour View Street, Central, Hong Kong

Mr. Mark Norbom graduated from Pennsylvania State University with a B.S. degree in Economics in 1980.

Mr. Norbom began his career at GE in 1980 and served in a number of senior management positions in the US andin Asia. Prior to joining Prudential, Mr. Norbom was President and CEO for GE Japan with responsibility for all ofGE’s activities in Japan. Mr. Norbom’s ten years experience in Asia also included being Head of GE Capital Taiwan,Country President of GE Capital Indonesia, CEO of GE Capital Thailand, and National Executive of GE Thailand.Presently, Mr. Norbom is a Chief Executive of Prudential Corporation Asia with responsibility for Prudential’s businessinterests across the region. Mr. Norbom oversees Prudential’s extensive network of 23 life insurance, general insurance,retail mutual funds and institutional asset management operations across 12 countries in Asia: China, India, Taiwan,Hong Kong, Singapore, Malaysia, Korea, Japan, Vietnam, Indonesia, the Philippines, and Thailand.

Mr. Ajay SrinivasanPrudential Corporation Asia, One International Finance Centre 13 Floor, 1 Harbour View Street, Central, Hong Kong

Mr. Srinivasan is the Managing Director of Funds Prudential Corporation Asia responsible for its mutual funds /Institutional Funds business in Asia. Mr. Srinivasan was the Managing Director of the Prudential ICICI AssetManagement Company Ltd. during the period March 1998 to December 2000 and was responsible for the developmentof business of the Company and its day-to-day management.

Mr. Srinivasan has significant experience in managing asset management companies. As the Deputy Chief Executiveof ITC Threadneedle AMC. Mr. Srinivasan was part of the team responsible for making policy for ITC ThreadneedleAMC Ltd and was also head of the fund management function. Prior to his tenure at ITC Threadneedle, Mr.Srinivasan was a member of the ITC Group’s Financial Services Division and was responsible for establishing, planningand running several businesses at ITC, including the stock broking business, Over the Counter Exchange business,the private equity business and investment banking business.

Mr. Srinivasan began his career at ICICI where, as a part of project appraisal team, he assessed the feasibility ofseveral projects in various sectors.

Mr. Srinivasan has a Post Graduate Diploma in Business Management from Indian Institute of Management,Ahmedabad, specializing in finance. He has a Bachelor’s Degree in Economics (Honours) from St. Stephens’ College,New Delhi.

Mr. Ananda Mukerji301, Radhika Apartments, Off. Sayani Road, Prabhadevi, Mumbai 400 025

Mr. Ananda Mukerji has a B Tech degree in Mechanical Engineering from the Indian Institute of Technology, Kharagpurand a Post-graduate Diploma in Management from the Indian Institute of Management, Kolkata. He has over 17years experience including 11 years at ICICI during which he set up and managed a number of businesses includingthe infrastructure finance, structured finance and advisory businesses. He also worked as Executive Assistant to theManaging Director & CEO, and Head of Strategy. Since January 2002, he has headed ICICI OneSource Limited, theICICI group’s Business Process Outsourcing (BPO) arm, as its Managing Director & CEO.

Mr. N. S. KannanFlat 201, Radhika Apts., 930 TPS IV, Off Sayani Road, Prabhadevi, Mumbai 400 025.

Mr. N.S. Kannan has completed a Mechanical Engineering from the Regional Engineering College, Trichy and has aPost-graduate Diploma in Management from the Indian Institute of Management, Bangalore. He is also a CharteredFinancial Analyst from the Institute of Chartered Financial Analyst of India, Hyderabad. Mr. Kannan has about 16years experience including 13 years at ICICI during which he has managed a number of activities including theproject finance, structured finance and treasury operations. He started his career with SRF Limited in 1986 and wasdeputed to SRF Nippon denso Limited in 1987 as an Executive – Project Planning He joined ICICI Ltd. in 1991 as aProject Officer. Subsequent to the merger of ICICI with ICICI Bank, he was responsible for the treasury operationsincluding structured finance and strategy activities of the Bank as a Treasury Head. He is currently acting as a CFO &

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Treasurer, managing the finance functions & treasury of the Bank. He is also in charge of Risk Management andCorporate Communications.

Mr. K. S. MehtaC-70 Panchsheel Enclave, New Delhi 11 0017

Mr. Mehta is a Senior Partner of S.S. Kothari & Co., Chartered Accountants, and heads the firm’s managementconsultancy division. Mr. Mehta specializes in corporate financial planning, restructuring, project financing and workingcapital control. He has an in-depth knowledge of industry in his capacity as Director of some of the leadingcompanies and as a management consultant.

Mr. Mehta is a Member of the Managing Committee of Federation of Indian Chambers of Commerce and Industry(FICCI). He is a former Member of the Advisory Committee on Primary Markets set up by SEBI, a Former Director onthe Board of the National Stock Exchange of India Limited and is the past President of PHD Chamber of Commerce& Industry.

Mr. Mehta is a FCA and has a Bachelor of Commerce (Hons.) Degree.

Mr. Dadi EngineerFlat no.4, 1st Floor, Shiv Shanti Bhuvan, 146 M. Karve Road, Opp. The Oval, Mumbai – 400 020.

Mr. Engineer is a Solicitor and Advocate and is a Senior Partner at Crawford Bayley & Co. He has over 40 yearsexperience in the legal profession and has expertise in various aspects of Corporate Law, Indirect Taxation, ForeignExchange, Imports, Trade Control Regulations and Civil and Constitutional Law.

Mr. Engineer is the President of the Managing Committee of Bombay Incorporated Law Society and served as theRepresentative Member of the Governing Council of the Bar Association of India. He has also been associated withthe various committees set up by Bombay Chamber of Commerce and Industry and Associated Chambers of Commerceand Industry.

Mr. Engineer is on the Boards of several leading domestic and multi-national companies.

Mr. B. R. Gupta6B, Sheetal Apartments, Lokhandwala Complex, Andheri (W), Mumbai400 053.

Mr. Gupta is the former Executive Director of the Life Insurance Corporation of India (LIC). He was working asConsultant (Investment) to GIC, India till December 2000.

Mr. Gupta has worked with LIC for over 35 years in various capacities and has had extensive experience in theoperations of the life insurance industry, specifically in the areas of investment, marketing, underwriting andadministration. Mr. Gupta also worked in the investment department of the LIC for 10 years and headed thedepartment as Executive Director. He was responsible for managing LIC’s portfolio comprising a variety of investments.Subsequent to his retirement, till May 1999, he functioned as the Investment Advisor to LIC.

Mr. Gupta is on the Boards of several companies and had been a Member of “The Administrative Committee ofInsurance Institute of India”, “The Committee of NSE on Development of the Debt Market in India”, “The ExecutiveCommittee of the NSE” and “The Advisory Committee on Secondary Market Operations of SEBI”. At present Mr.Gupta is an Advisor to IL&FS Academy for Insurance & Finance Ltd., an initiative of IL&FS. Mr. Gupta is a M.A inEnglish and has a LL.B. degree besides being a Fellow of Insurance Institute of India.

Mr. Pradip P. Shah72A, Embassy Apartments, 46, Nepean Sea Road, Bombay 400 006.

Mr. Pradip P. Shah started IndAsia, a private equity investment and corporate finance advisory company in April 1998,following his separation from the management of the Indocean Fund, which he helped establish in October 1994,in association with affiliates of Soros Fund Management and Chemical Venture Partners (now Chase Capital Partners).

Prior to starting Indocean, he was the Managing Director of the Credit Rating and Information Services of IndiaLimited (‘CRISIL’), India’s first and the largest credit rating agency. Mr. Shah was one of the team members, whichassisted in founding CRISIL in 1988. While at CRISIL, Mr. Shah was instrumental in technology transfer to and thetraining of personnel of Rating Agency Malaysia Berhad and The Israeli Securities Rating Company.

Prior to founding of CRISIL, Mr. Shah assisted as a member of the project team in founding the Housing DevelopmentFinance Corporation (HDFC) in 1977. Before joining HDFC, Mr. Shah was a Project Officer at the Industrial Credit andInvestment Corporation of India Limited (‘ICICI’). Mr. Shah has also served as a consultant to USAID, the World Bankand the Asian Development Bank.

Mr. Shah holds an MBA from Harvard Business School and is a qualified Chartered Accountant as well as a CostAccountant and ranked first in India in the Chartered Accountancy examination.

Mr. Pankaj RazdanSherwin Ark, Bunglow No. 3, Bellscot Co-op Hsg. Society, Lokhandwala Complex, Andheri (W), Mumbai 400058

Mr. Razdan is the Managing Director of the Prudential ICICI Asset Management Company Ltd. and is responsible fordevelopment of the business of the Company and its day-to-day management.

Mr. Razdan has rich experience and knowledge in Sales, Distribution and Marketing. He began his career with theHMG Financial Services Limited as a Marketing Manager. He then joined Karvy Securities Limited where he worked for5 years in its Distribution and Merchant Banking Division. Mr. Razdan joined Prudential ICICI Asset Management Co.Ltd. in April 1998, as Vice President & Head – Sales and Distribution of West Zone of the Company. In 1999, he

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headed the Sales and Distribution of the Company in West and North Zone. He was promoted to become the SeniorVice President – Sales and Distribution in February 2000 and Senior Vice President – Sales and Marketing in 2001. InMarch 2003 he took over the post of Deputy CEO with a responsibility to oversee Sales, Distribution and Marketingfor all India, Strategic Planning, Development and Customer Service.

Mr. Razdan has a Bachelors degree in Electronics and has graduated in Engineering specializing in electronics.

ii) Powers, Duties and Responsibilities of the AMC

The duties and responsibilities of the AMC shall be governed by the Regulations and the Investment ManagementAgreement. The AMC, in the course of managing the affairs of the Mutual Fund, has the power, inter-alia:

(a) to invest in, acquire, hold, manage or dispose of all or any securities and to deal with, engage in and carry outall other functions and to transact all business pertaining to the Fund;

(b) to keep the moneys belonging to the Trust with scheduled banks and Custodians as it may deem fit;

(c) to issue, sell and purchase Units under any Scheme;

(d) to repurchase the Units that are offered for repurchase and hold, reissue or cancel them;

(e) to formulate strategies, lay down policies for deployment of funds under various Schemes and set limits collectivelyor separately for privately placed debentures, unquoted debt instruments, securitised debts and other forms ofvariable securities which are to form part of the investments of the Trust Funds;

(f) to arrange for investments, deposits or other deployment as well as disinvestment or refund out of the TrustFunds as per the set strategies and policies;

(g) to make and give receipts, releases and other discharges for moneys payable to the Trust and for the claims anddemands of the Trust;

(h) to get the Units under any scheme listed on any one or more stock exchanges in India or abroad;

(i) to open one or more bank accounts for the purposes of the Fund, to deposit and withdraw money and fullyoperate the same;

(j) to pay for all costs, charges and expenses, incidental to the administration of the Trust and the managementand maintenance of the Trust property, Custodian and/or any other entities entitled for the benefit of the Fund,audit fee, management fee and other fees;

(k) to furnish compliance reports to the Trustees as prescribed by SEBI.

(l) to provide or cause to provide information to SEBI and the Unitholders as may be specified by SEBI and

(m) to generally do all acts, deeds, matters and things which are necessary for any object, purpose or in relation tothe Prudential ICICI Mutual Fund in any manner or in relation to any scheme of the Prudential ICICI MutualFund.

The Asset Management Company shall maintain high standards of integrity and fairness in all their dealings andin the conduct of their business.

The Asset Management Company shall render at all times high standards of service, exercise due diligence,ensure proper care and exercise independent professional judgement.

The independent directors of the Asset Management Company shall pay specific attention to the following asmay be applicable, namely :i. The Investment Management Agreement and the compensation paid under the agreement.ii. Service contracts with affiliates – whether the company has charged higher fees than outside contractors for

the same services.iii. Securities transactions involving affiliates to the extent such transaction are permitted.iv. Code of ethics must be designed to prevent fraudulent, deceptive or manipulative practices by insiders in

connection with personal securities transactions.v. The reasonableness of fees paid to sponsors, asset management company and any others for services

provided.

vi. Principal underwriting contracts and renewalsvii. Any service contracts with the associates of the company.

In terms of the Investment Management Agreement and the Regulations, the AMC is entitled to an investmentmanagement fee at 1.25% per annum of the average net assets for a corpus up to Rs.100 crores and at 1.00%per annum for the corpus amount in excess of Rs.100 crores.

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iii) Key Employees of the AMC and relevant experience

Name of the Employee Age Designation Educational Total No. of Assignments Held(Years) Qualifications Years of Experience / During the Last

Type & Nature of 10 YrsExperience

Mr. Pankaj Razdan 36 Managing Director BSc. (Electronics) Over 11 years of Deputy CEO – Prudential ICICIB. Tech (Electronics experience in sales AMC – March 2003 to DecemberEngineering) and distribution. 2003. Vice President / Senior Vice

President & Head - Sales &Distribution - Prudential ICICI AMC- 2000 February 2003.Vice President - West & NorthZone Prudential ICICI AMC - 1999– 2000.Head -Distribution -Karvy SecuritiesLimited - 1997 – 1998.Marketing Manager - HMGFinancial Services Limited - 1992 –1993.Graduate Engineer Trainee /Design Engineer – Nelco Ltd. 1992.

Mr. Nilesh Shah 35 Chief Investment B.Com, A.C.A. Over 12 years of Chief Investment Officer – PrudentialOfficer Grad C.W.A. experience in fund ICICI AMC Limited – June 2004 till

management and date.portfolio management Director and Chief Investment Officer

– Franklin Templeton AMC IndiaPvt. Ltd. – Sept 2002 to May 2004.Chief Investment Officer – FranklineTempleton AMC India Pvt. Ltd. –January 2000 to September 2002.Portfolio Manager – Fixed Income –Franklin Templeton AMC India Pvt.Ltd. – March 1997 to January 2000.Head – Structured Products – ICICISecurities and Finance CompanyLimited – April 1992 to February1997.

Mr. Raj Raman 44 Senior Vice President PGDM – IIM, 18 years experience in Prudential ICICI Asset Management-Sales and Marketing Bangalore the areas of Sales Co. Ltd. From July 6, 2004 till date

as and Marketing Sr. VicePresident Sales & MarketingQuinnox Consultancy Services Limited,Mumbai From November, 2002 tillJune, 2004 as Country Manager &Sr. Vice President – Asia PacificTata AIG Insurance Services, MumbaiFrom March, 2001 till October, 2002as Sr. Vice President – MarketingLife & General InsuranceSatyam Infoway, Chennai From April,2000 till March, 2001 as VicePresident – PortalsGE Countrywide Consumer FinancialServices, Mumbai From June 1996till December1998 as V.P. –ConsumerFinance.From December 1998 till April 2000as Chief Operating OfficerMarico Industries LtdFrom September 1991 till April 1995as Regional Sales Manager – NorthFrom April 1995 to June 1996 –Business Development ManagerAsian Paints India Limited From June1986 till September 1991 as BranchManager, Kolkata

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Prudential ICICI Mutual Fund

Name of the Employee Age Designation Educational Total No. of Assignments Held(Years) Qualifications Years of Experience During the Last

/ Type & Nature of 10 YrsExperience

Mr. Vasant Sanzgiri 44 Senior Vice President BSc ( Life Sciences), Over 17 years Vice President / Senior Vice President& Head Human MMS (Personnel experience in area of & Head Human Resources PrudentialResources Management) Human Resources ICICI AMC - 2000 to date.

Management General Manager - Human Resources- Owens Cornning India Limited -1998 – 2000.General Manager Human Resources– DCW Home Products - 1996 –1998.Regional Human Resource & QualityManager - Modi Xerox - 1995 –1996.Manager, Human Resources CyanamidIndia - 1992 – 1995.Manager– Human Resources - IndianHotels Limited - 1990 – 1992.

Mr. Kalyan Prasath 38 Vice President – PGDSM(NIIT), B.Sc Over 19 years of Vice President – InformationInformation work experience in Technology - Prudential ICICI AMCTechnology areas of Information June 2001 onwards.

Technology Birla Global – Assistant Vice Presidentfrom Feb’97 to April, 2001.DGP Windsor India Ltd. – Managerfrom Sept ’94 to Jan’97.Universal Luggage Mfg. Co. Ltd. -Asst. Manager from Nov’90 toSept’94.NIIT/CCIT – Course Conductor fromMay ‘89 to Oct’90ECIL – System Developer from June’88 to April ‘89Associated Systems – SoftwareDeveloper from July’85 to April ’88.

Mr. Ranganath Athreya 39 Sr. Vice President – Associate -_Institute Over 16 yrs of Sr. Vice PresidentLegal, Compliance of Company experience in – Legal, Compliance and Companyand Company Secretaries of India. Compliance and Secretary, Prudential ICICI AMC JanSecretary Bachelors Degree Company Secretarial 14, 02 onwards.

(General Laws), functions Head Corporate Communication andPGDCP Company Secretary - IDBI Bank June

1997 to 12th Jan 2002Chief Manager Merchant Bankingand Company Secretary - KarnatakaBank Ltd. from 1992-97Company Secretary Lakshmi MotorCredit (Now TVS Finance) 1989-92

Mr. Mrugank Paranjape 38 Vice President PGDM from Over 15 yrs of May 2002 - to-date : Vice PresidentOperations and IIM, Ahmedabad experience in Prudential ICICI AMC LimitedProject B. Tech. (Electrical) Operatios and April 2001 - May 2002

from IIT, Powai projects Chief Technology Officer - RelianceLogistics Pvt. LimitedDec 1999 - March 2001Director - Infoline.com Limited & MD- India Infoline Securities LimitedJuly 1997 - Nov 1999Regional Business Manager -DeutscheBank A.G, Custody ServicesJuly 1996 to June 1997Director - WI Carr Securities Pvt.LimitedNov 1995 to July 1996Director - ING Barings Securities(India)Pvt. LimitedNov 1994 - Oct 1995Vice President Operations, IIT InvestTrust LimitedMay 1990 - Oct 1994Citibank N.A Global ConsumerBusiness Manager

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Name of the Employee Age Designation Educational Total No. of Assignments Held(Years) Qualifications Years of Experience During the Last

/ Type & Nature of 10 YrsExperience

Mr. Sanjay Mehrotra 38 Associate Vice MMS, Marketing, Over 14 years of Associate Vice President – InvestmentsPresident - B.Com experience in - Prudential ICICI AMC - 1999 to date.Investments Investment Manager – Investments -Prudential

Management ICICI AMC - 1999.Dealer - Prudential ICICI AMC - 1998– 1999.Assistant Manager- ICICI AMC - 1993– 1998.Manager Sound Craft Marketing -1992 – 1993.Dealer – Treasury Tata Finance Limited- 1992.Executive – Growmore Research &Assets - 1990 – 1992.

Mr. Pankaj Kaji 52 Senior Fund Manager B.Com 32 yrs Fund Manager- Prudential ICICI AMC-2002 till date.Deutsche Bank, Mumbai (Vice-President-Money Market) 1994-2002,ANZ Grindlays Bank (Funds Manager)-1986-1994

Mr. Chaitanya Pande 33 Fund Manager PGDM from IMI, 9 yrs 5 Months Sept 16th 2002 till date – FundNew Delhi, Manager – Manager – Prudential ICICI AMCBSc from St. Fund Management LimitedStephens College, Jan 2000 to Sep 2002New Delhi Manager – Fund Management

JF Asset Management (India) Pvt.LimitedMay 1995 to Jan 2000Investment AnalystJF Asset Management (India) Pvt.Limited

Mr. Deepesh Pandey 32 Senior Fund Manager PGDM (IIM, Calcutta) 9 years Prudential ICICI asset ManagementB. Tech (IIT, Delhi) Fund Management From March 22, 2004 till date

Senior Fund ManagerTempleton Asset management IndiaPvt. Ltd. From January 2000 – March20, 2004Portfolio ManagerSBI Funds Management IndiaJuly 1995 – December 1999Investment Analyst

Mr. Anil Sarin 38 Senior Fund Manager PGDBM, Institute of 10 years as Fund Prudential ICICI AMC Limited – AprilManagement Management and 2004 till date as Senior FundTechnology (IMT) Portfolio Management Manager.

Kotak Securities, Private Client Group– From October 2003 to March 2004as Vice President – Portfolio ManagerBirla Sun Life AMC Ltd. – From

January 1996 to September 2003 asManager, Assistant Vice President,Fund ManagerSBI Funds Management Ltd. FromMarch 1994 to December 1995 – asAsst. Manager, Fund Manager

Mr. Yogesh Bhatt 36 Associate Vice A.C.A. Grad C.W.A. 13 years as Equity Prudential ICICI Asset ManagementPresident – Dealer Co. Ltd. From June 28, 2004 till dateInvestments as Associate Vice President –

InvestmentsSushil Finance Consultants Ltd. From1999 to June 2004 as Equity Dealer/StrategistFalcon Brokerage Private Limited. –From 1996 to 1999 as Equity DealerSushil Finance Consultants Ltd. From1991 to 1996 as Equity Dealer/Strategist

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Name of the Employee Age Designation Educational Total No. of Assignments Held(Years) Qualifications Years of Experience During the Last

/ Type & Nature of 10 YrsExperience

Mr. Rahul Goswami 31 Senior Fund Manager B Sc., 9 years – Fund Prudential ICICI Asset ManagementM.B. A. Management - Debt Co. Ltd. From July 6, 2004 till date

as Senior Fund Manager FranklinTempleton Asset Management (I)Pvt. Ltd. from October 2002 to July2004 as Fund Manager.UTI Bank Ltd. from January 2000 toOctober 2002 as Manager –Investments and Merchant BankingSMIFS Securities Ltd. from June1998 to January 2000 as SeniorDealer – Debt Sales KhandwalaFinances Ltd. from October 1997 toJune 1998 as Senior Dealer – DebtSales. RR Financial ConsultantsLimited from December 1995 toOctober 1997 as Manager-DebtSales

Mr. B. Ramakrishna 39 Chief Financial B’Com, A.C.A Over 16 years of Prudential ICICI AMC Ltd. fromOfficer Grad. CWA experience in September 23, 2004 till date.

Corporate Planning, Marico Industries Ltd. as GeneralInvestor Relations, Manager – Corporate Finance fromFinancial Planning September, 1998 to September,

2004.ITC Agrotech Ltd. as CommercialManager from February, 1993 toAugust, 1998.

Mr. S Naren 38 Vice President – B.Tech – IIT Over 15 years of Prudential ICICI AMC Ltd. fromInvestments Madras experience in Fund October, 2004 till date.

PGDM – IIM Management, Equity Refco Sify SecuritiesIndia Pvt. Ltd. asCalcutta Research, Head of Research from November,

Operations etc. 2003 to October, 2004HDFC Securities Ltd. as VicePresident from September, 2000 toMarch, 2002 and as Director &COOfrom March, 2002 to November,2003Yoha Securities as CEO fromDecember, 1995 to September,2000

Mr. Hiren Dasani 28 Sr. Manager- PGDM from Over 3 years Prudential ICICI AMC Ltd fromInvestments IIM of experience September 9, 2004 till date,

Kozhikode in Fund UTI Bank - Manager- CreditB.E. (Chem.) Management & Corporate Banking from June 2001

Corporate Credit to September 2004

Mr. Nirav Shah 24 Asst. Manager- MBA, M.Com., Over 5 years of Prudential ICICI AMC Ltd. fromInvestments B.Com. experience in Fund September 6, 2004 till date.

Management Indiainfoline Securities Private Ltd.December 2003 to September 2004as a Relationship Manager,Inland Revenue - from December2002 to April 2003 as “TeamLeader. In Royal & Sun Alliancefrom November 2002 toDecember 2002. In Nandkishore& Co. from April 1999 to July2002 as a Manager.

As indicated above, at present a team comprising of eleven Fund Managers and one Research Analyst areinvolved in equity research. The past experience of these employees is indicated above.

All the above key personnel are based at the Corporate Office of AMC.

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iv) Fund Manager :

The investments under the Scheme will be managed by the Chief Investment Officer, Mr. Nilesh Shah. His qualificationsand experience are as under:

Scheme Name Fund Manager Qualification Experience

Prudential ICICI Mr. Nilesh Shah B.Com, A.C.A. Over 12 years of experience in fundFixed Maturity Plan Grad C.W.A. management and portfolio management.

v) Compliance Officer

The Compliance Officer for the Fund is:

Mr. Ranganath AthreyaSr. Vice President- Legal, Compliance and Company SecretaryPrudential ICICI Asset Management Company Ltd.8th Floor, Peninsula Tower,Peninsula Corporate Park, Ganpatrao Kadam Marg,Off Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

vi) Investor Relations Officer

Investor Relations Officer for the Fund is Mr. Ketan Mirchandani and he may be contacted at the corporate office ofthe AMC at Mumbai.

d) Auditors

Mr. N. M. Raiji & Co., Chartered Accountants, Mumbai have expressed their willingness to act as Auditors for theScheme offered under this Offer Document and have been appointed as Auditors by the Trustee.

e) Registrar

Computer Age Management Services Limited, A & B Lakshmi Bhavan, 609 Anna Salai, Chennai – 600006 (CAMS)have been appointed as Registrar for the Scheme. The Registrar is registered with SEBI under registration No:INR000002813. As Registrar to the Scheme, CAMS will handle communications with investors, perform data entryservices and dispatch Account Statements. The AMC and the Trustee have satisfied themselves that the Registrar canprovide the services required and has adequate facilities and the system capabilities.

f) Custodian

HDFC Bank Limited, Mumbai has been appointed as Custodian for the Scheme mentioned in the Offer Document.The Custodian has been registered with SEBI and has been awarded registration No.IN/CUS/001 dated February 2,1998. The Trustee has entered into a Custodian Agreement with the Custodian and the salient features of the saidAgreement are as under:

(a) Provide post-trading and custodial services to the Mutual Fund.

(b) Ensure benefits due on the holdings are received.

(c) Provide detailed management information and other reports as required by the AMC.

(d) Maintain confidentiality of the transactions.

(e) Be responsible for the loss or damage to the assets belonging to the Scheme due to negligence on its part oron the part of its approved agents and

(f) Segregate assets of each Scheme.

Further, the Custodian shall not assign, transfer, hypothecate, pledge, lend, use or otherwise dispose any assetsor property, except pursuant to instruction from the Trustee/AMC or under the express provisions of the CustodianAgreement.

The Custodian shall also not deal, on its own account, in securities purchased or sold by the Mutual Fundwithout making an adequate disclosure to SEBI and the Trustee/AMC.

The Custodian will be entitled to remuneration for its services in accordance with the terms of the CustodianAgreement.

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SECTION IIINVESTMENT OBJECTIVES & POLICIES

PRUDENTIAL ICICI FIXED MATURITY PLAN YEARLY SERIES 5AN ADDITIONAL PLAN UNDER

PRUDENTIAL ICICI FIXED MATURITY PLANa) Type of the Scheme:

Prudential ICICI Fixed Maturity Plan-Yearly Series 5 (the Plan) is a new Portfolio or Plan under the existing PrudentialICICI Fixed Maturity Plan. The Plan is an Open-ended debt fund with characteristics similar to Prudential ICICI FixedMaturity Plan, subject to such variations as detailed in this document.

b) Investment Objective:

The objective of the Plan is to seek to generate regular returns by investing in a portfolio of fixed income securitiesnormally maturing in line with the time profile of the Plan.

The Key features of the Plan are given below:

Name of the Plan Prudential ICICI Fixed Maturity Plan-Yearly Series 5

Type Open-ended debt Fund

Offer Price At NAV based prices.

Prudential ICICI Fixed Prudential ICICI Fixed Maturity Plan-Yearly Series 5 including, as the context permits, theMaturity Plan-Yearly Cumulative Option or a Compulsory Dividend Reinvestment Option or both the Options,Series 5/ The Plan/ as the case may be.The Scheme

Investment Pattern Type of security Indicative allocation (% of corpus) Risk Profileunder normal circumstances

Money Market instruments Upto 75 % Low to& Cash (including- money mediumat call)

Short term and medium Upto 100 % Low toterm debt securities and mediumsecuritised debt

Note: If a Plan decides to invest in securitised debt, it is the intention of the InvestmentManager that such investments will not, normally, exceed 30% of the corpus of the Plan.The investments in central and state government securities will be in normal circumstanceslimited to 50% of the net assets of the Plan.

Investment options The Plan offers the Cumulative Option and a Compulsory Dividend Reinvestment Optionunder its Regular and Institutional Option.

c) Terms of the Plan – Fundamental Attributes:

Liquidity Purchase of Units:

The Plan will have Specified Subscription Period(s) during which investors may purchaseUnits from the Fund. The Specified Subscription Periods, normally, have duration of sevenBusiness Days during which period Units may be subscribed at the Applicable NAV. For thepresent, the Trustee does not intend to charge any entry load on the purchase of units..

After the expiry of the Specified Subscription Period(s) the Plan will be temporarily closedfor purchase of Units by the Investors till the commencement of the next SpecifiedSubscription Period.

Redemption of Units:

The Plan will have a Specified Redemption Date. On the Specified Redemption Date, theUnitholders can redeem their unitholdings at the Applicable NAV. For the redemptionsmade on the Specified Redemption Dates, for the present, the Trustee does not intend tocharge any exit load. The Unitholders may also redeem their investments on any otherBusiness Day, subject to payment of exit load. Subject to the Regulations, the Trusteesreserves the right to modify/alter the load structure and may decide to introduce adifferential load structure for the Units redeemed on any Business Day, not being theSpecified Redemption Date.

The Units of the Plan are not proposed to be listed on any exchange.

The Fund will, under normal circumstances, endeavor to dispatch the redemption chequeswithin 3 Business Days from the date of acceptance of the redemption request at any ofthe Customer Service Centers.

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Sale price At applicable NAV subject to entry load, if any.

Redemption price At applicable NAV subject to exit load, if any.

Listing: Being the open-ended fund, the units of the Scheme will not be listed on any stockexchange, at present. The Trustee may at its discretion, cause the Units under the Schemeto be listed on one or more Stock Exchanges. Notification of the same will be madethrough Customer Service Centres of the AMC and as may be required by the respectiveStock Exchanges.

Initial Issue expenses Entire initial issue expenses were borne by AMC.

Recurring expenses The estimated recurring expenses under the Plan are currently at 1.00% p.a.

Entry Load & Exit Load Entry Load: Investors may purchase Units from the Fund under the Plan during the SpecifiedSubscription Periods, at the Applicable NAV. For the present, the Trustee does not intendto charge any entry load on the purchase of Units.

Exit Load: Redemptions made on Specified Redemption Date(s), under any Plan, for thepresent, do not attract any exit load. However, redemptions made on any other BusinessDay (other than Specified Redemption Date(s) will attract, for the present, an exit load of1.5% of the amount sought to be redeemed under the Plan.

The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introducea differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC at least 10days before the change of the load structure. The load collected from the Investors will becredited to a separate account in the accounts of the Plan and will be offset againstdistribution and marketing expenses. Surplus of load, if any, charged over plannedmarketing and distribution expenses to be defrayed will be credited to the Plan wheneverfelt appropriate by the AMC.

Business Day A day other than (i) Saturday and Sunday or (ii) a day on which the Principal StockExchange with reference to which the valuation of the securities under the Plan is done orthe Whole Sale Debt Market of National Stock Exchange or the Reserve Bank of India orBanks in Mumbai are closed or (iii) a day on which there is no RBI clearing / settlement ofsecurities / cash; or (iv) a day on which the Sale and Redemption of Units is suspended bythe Trustee / AMC (v) or a book closure period as may be announced by the Trustee /AMC.

Provided that the day when the banks at any center where the AMC’s Customer ServiceCenters are located, are closed due to a local holiday, such days will be treated as Non-Business Days at such centers for the purposes of accepting fresh subscriptions. However,if the AMC’s offices in such centers are open on such local holidays, then redemption andswitch requests will be accepted at those centers, provided it is a Business Day for thePlan on an overall basis.

On-going Sales andRepurchases The Plan will have Specified Subscription Period(s) during which investors may purchase

Units from the Fund on on-going basis. The Specified Subscription Periods, normally, haveduration of seven Business Days during which period Units may be subscribed at theApplicable NAV. For the present, the Trustee does not intend to charge any entry load onthe purchase of units. Please see Table on page 26 for details of Specified SubscriptionPeriods.

Further, redemptions made on Specified Redemption Date(s), under the Plan, for the present,do not attract any exit load. The Unitholders may also redeem their investments on anyother Business Day, subject to payment of exit load. It is proposed to charge, for thepresent, an exit load of 1.5 % on the amount sought to be redeemed by the Unitholdersunder the Plan for the redemptions made on such Business Days (other than on SpecifiedRedemption Dates).

The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introducea differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC at least 10days before the change of the load structure. The load collected from the Investors will becredited in the account of the Plan and will be offset against distribution and marketingexpenses. Surplus of load, if any, charged over planned marketing and distribution expensesto be defrayed will be credited to the Plan whenever felt appropriate by the AMC. Pleaserefer page 64 on Load.

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Applicable NAV In respect of valid applications received upto 3 p.m. by the Mutual Fund alongwith a local(for purchase including cheque or a demand draft payable at par at the place where the application is received,switch-ins) the closing NAV of the day on which application is received shall be applicable.

In respect of valid applications received after 3.00 p.m. by the Mutual Fund alongwith alocal cheque or a demand draft payable at par at the place where the application isreceived, the closing NAV of the next business day shall be applicable.

However, in respect of valid applications with outstation cheques/demand drafts not payableat par at the place where the application is received, closing NAV of the day on whichcheque/demand draft is credited shall be applicable.

Applicable NAV In respect of valid applications received upto 3 p.m. by the Mutual Fund, same day’s(for Redemption closing NAV shall be applicable.including switch-outs) In respect of valid applications received after 3.00 p.m. by the Mutual Fund, the closing

NAV of the next business day shall be applicable.

In view of the above, the Mutual Fund shall ensure that there is an uniformity in timetaken for issuing redemption proceeds to all investors

Minimum Application Minimum Rs.25,000 per regular option and additional amounts in multiples of Re.1Amount thereafter. For Institutional Option minimum application amount is Rs. 1 Crore.

Minimum Redemption Minimum of Rs. 1000 or 100 units provided that minimum balance under a particularamount/ Units folio should not fall below Rs. 25,000 or Rs. 1 Crore as the case may be.

Cut off time 3.00 p.m..

Specified Subscription Specified Subscription Period is one or more Business Day(s) during which an investor mayPeriod purchase the Units of the Plan at the Applicable NAV, subject to entry load, if any.

Specified Redemption Specified Redemption Date(s) is/are the Business Day(s) on which the redemption underDate(s) the Plan is permitted at the Applicable NAV.

Systematic Investment Not AvailablePlan

Systematic Withdrawal Not AvailablePlan

Switch facility Switch-in facility under the Plan is available during the Specified Subscription Period.However, no switch from Equity oriented Scheme will be permitted.

The provisional details of the Plan proposed to be launched, Options available there under, the Specified SubscriptionPeriod, Specified Redemption Date are as under:

Fixed Options Time First Initial Subsequent SubsequentMaturity Profile of Specified Specified Specified SpecifiedPlan Plan Subscription Redemption Subscription Redemption

Period Date Periods Dates

Fixed Maturity Cumulative & 465 days Maximum of 466th day from Maximum of 7 380th day afterPlan - Yearly Dividend 7 Business date of launch Business Days the previousSeries 5 Days from date of the Plan starting from the Specified

of launch of succeeding Redemptionthe Plan Business Day to the Date

previous SpecifiedRedemption Date.

NAV will be declared on every Business Day including the Business Days during the Specified Subscription Periods. Unitholders can subscribe to the Units of the Plan at the applicable NAV, subject to entry load, if any.

Unit holders may redeem, partially or fully, their investments on the Specified Redemption Dates. The Units not redeemedon the Specified Redemption Dates will continue under the Plan and can be redeemed during the subsequent SpecifiedRedemption Dates or on any other Business Day subject to applicable exit load.

There will be a notice period of 1 Business Day before the Specified Redemption Dates under each Plan. Unit holdersseeking redemption on any of the Specified Redemption Dates are required to notify the Fund on any Business Dayduring the notice period their intention to redeem the Units.

It should be noted that the above schedule is indicative and the Trustee may decide not to launch a Plan or alter, eitherpartly or fully, the proposed schedule of launch. Similarly, the Trustee reserves a right to increase/decrease the number ofBusiness Days under Specified Subscription Period and alter/modify/change the Specified Redemption Dates. Such revisionshall be notified by a suitable display in the Customer Service Centers of the AMC and on AMC’s website atwww.pruicici.com.

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PRUDENTIAL ICICI FIXED MATURITY PLAN-1 YEAR PLUS SERIES 6AN ADDITIONAL PLAN UNDER

PRUDENTIAL ICICI FIXED MATURITY PLANa) Type of the Scheme:

Prudential ICICI Fixed Maturity Plan - 1 Year Plus Series 6 (the Plan) is added as a new Portfolio or Plan under theexisting Prudential ICICI Fixed Maturity Plan. The Plan will be an Open-ended debt fund with characteristics similar toPrudential ICICI Fixed Maturity Plan, subject to such variations as detailed in this document.

b) Investment Objective:The objective of the Plan is to seek to generate regular returns by investing in a portfolio of fixed income securities/debt instruments normally maturing in line with the time profile of the Plan.

The Key features of the Plan are given below:

Name of the Plan Prudential ICICI Fixed Maturity Plan- 1 Year Plus Series 6

Type Open-ended debt Fund

Offer Price At NAV based prices

Prudential ICICI Fixed Maturity Plan-1 Year Plus Series 6 / The Plan/ The SchemePrudential ICICI Fixed Maturity Plan-1 Year Plus Series 6 including, as the context permits,the Cumulative Option or such other option that may be introduced under the Plan(s), asthe case may be.

Investment Pattern Type of security Indicative allocation Risk Profile(% of corpus) under normalcircumstances

Money Market instruments & Upto 100 % Low toCash (including- money at call) medium

Short term and medium term Upto 100 % Low todebt securities/ debt instruments mediumand securitised debt

Note: If a Plan decides to invest in securitised debt, it is the intention of theInvestment Manager that such investments will not, normally, exceed 30% of thecorpus of the Plan. The investments in central and state government securities willbe in normal circumstances limited to 50% of the net assets of the Plan.

Investment options Presently, the Plan offers only Cumulative Option.

c) Terms of the Plan – Fundamental Attributes:

Liquidity Purchase of Units:On an on-going basis, each Plan will have Specified Subscription Period(s) during whichinvestors may purchase Units from the Fund. The Specified Subscription Periods, normally,have duration of maximum of ten Business Days, as specified in the table on page number30, during which period Units may be subscribed at the Applicable NAV. However, thenumber of Business Days of Specified Subscription Period(s) may vary as specified by AMC.Such revision shall be notified by a suitable display in the Customer Service Centers of theAMC and on AMC’s website at www.pruicici.com.For the present, the Trustee does not intend to charge any entry load on the purchase ofunits. Please see Table on page 30 for details of Specified Subscription Periods.

After the expiry of the Specified Subscription Period(s), the Plan will be temporarily closedfor purchase of Units by the Investors till the commencement of the next SpecifiedSubscription Period.

Each new series under the Plan being a distinct entity is of the nature of the Schemeunder the Regulations.Redemption of Units:The Plan will have a Specified Redemption Date. On the Specified Redemption Date, theUnitholders can redeem their unitholdings at the Applicable NAV, subject to exit load, ifany. For the redemptions made on the Specified Redemption Dates, for the present, theTrustee does not intend to charge any exit load. The Unitholders may also redeem theirinvestments on any other Business Day (other than Specified Redemption Date), subject topayment of exit load (For the present, an exit load payable on such redemptions on anyother Business Day, is of 1.00% of the amount sought to be redeemed under the Plan).Subject to the Regulations, the Trustees reserves the right to modify/alter the load structureand may decide to introduce a differential load structure for the Units redeemed onSpecified Redemption Date or on any Business Day, not being the Specified RedemptionDate. Please see Table on page 30 for details of Specified Redemption Dates.

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Prudential ICICI Mutual Fund

Presently, the Units of the Plan are not proposed to be listed on any exchange.

The Fund will, under normal circumstances, endeavor to dispatch the redemption chequeswithin 1 Business Day from the date of acceptance of the redemption request at any ofthe Customer Service Centers. This service standard will apply only at the centers whereRBI handles clearing directly and is able to transfer funds from Mumbai on the same-day-value basis. In respect of all non-RBI centers, for redemption payments, AMC will takeadditional day(s) – not exceeding 3 Business Days- that would essentially be linked to thetime taken by banks to clear funds at such Non-RBI centers.

Purchase price At Applicable NAV subject to entry load, if any.

Redemption price At Applicable NAV subject to exit load, if any.

Listing: Being the open-ended fund, the units of the Scheme will not be listed on any stockexchange, at present. The Trustee may at its discretion, cause the Units under the Schemeto be listed on one or more Stock Exchanges. Notification of the same will be madethrough Customer Service Centres of the AMC and as may be required by the respectiveStock Exchanges.

Initial Issue expenses Entire initial issue expenses were borne by AMC.

Recurring expenses The estimated recurring expenses under the Plan are currently at 1.00% p.a.

Entry Load & Exit Load Entry Load: Investors may purchase Units from the Fund under the Plan during theSpecified Subscription Periods, at the Applicable NAV. For the present, the Trustee doesnot intend to charge any entry load on the purchase of Units.

Exit Load: Redemptions made on Specified Redemption Date(s), under any Plan, for thepresent, do not attract any exit load. However, redemptions made on any other BusinessDay (other than Specified Redemption Date(s) will attract, for the present, an exit load of1.00% of the amount sought to be redeemed under the Plan.

The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introducea differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC before thechange of the load structure. The load collected from the Investors will be credited to aseparate account in the accounts of the Plan and will be offset against distribution andmarketing expenses. Surplus of load, if any, charged over planned marketing and distributionexpenses to be defrayed will be credited to the Plan whenever felt appropriate by theAMC.

Business Day A day other than (i) Saturday and Sunday or (ii) a day on which the Principal StockExchange with reference to which the valuation of the securities under the Plan is done orthe Whole Sale Debt Market of National Stock Exchange or the Reserve Bank of India orBanks in Mumbai are closed or (iii) a day on which there is no RBI clearing / settlement ofsecurities / cash; or (iv) a day on which the Sale and Redemption of Units is suspended bythe Trustee / AMC (v) or a book closure period as may be announced by the Trustee /AMC.

Provided that the day when the banks at any center where the AMC’s Customer ServiceCenters are located, are closed due to a local holiday, such days will be treated as Non-Business Days at such centers for the purposes of accepting fresh subscriptions. However,if the AMC’s offices in such centers are open on such local holidays, then redemption andswitch requests will be accepted at those centers, provided it is a Business Day for thePlan on an overall basis.

On-going Sales and On an on-going basis, the Plan will have Specified Subscription Period(s) during whichrepurchases investors may purchase Units from the Fund on on-going basis. The Specified Subscription

Periods, normally, have duration of maximum of ten Business Days, as specified in thetable on page number 30, during which period Units may be subscribed at the ApplicableNAV. However, the number of Business Days of Specified Subscription Period(s) may vary asspecified by AMC. Such revision shall be notified by a suitable display in the CustomerService Centers of the AMC and on AMC’s website at www.pruicici.com.

For the present, the Trustee does not intend to charge any entry load on the purchase ofunits. Please see Table on page 30 for details of Specified Subscription Periods.

Further, redemptions made on Specified Redemption Date(s), under the Plan, for the present,do not attract any exit load. The Unitholders may also redeem their investments on anyother Business Day, subject to payment of exit load. It is proposed to charge, for thepresent, an exit load of 1.00 % on the amount sought to be redeemed by the Unitholdersunder the Plan for the redemptions made on such Business Days (other than on SpecifiedRedemption Dates).

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The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introducea differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC before thechange of the load structure. The load collected from the Investors will be credited in theaccount of the Plan and will be offset against distribution and marketing expenses. Surplusof load, if any, charged over planned marketing and distribution expenses to be defrayedwill be credited to the Plan whenever felt appropriate by the AMC. Please refer page 64on Load.

Applicable NAV In respect of valid applications received upto 3 p.m. by the Mutual Fund alongwith a local(for purchase) cheque or a demand draft payable at par at the place where the application is received,

the closing NAV of the day on which application is received shall be applicable.

In respect of valid applications received after 3.00 p.m. by the Mutual Fund alongwith alocal cheque or a demand draft payable at par at the place where the application isreceived, the closing NAV of the next business day shall be applicable.

However, in respect of valid applications with outstation cheques/demand drafts not payableat par at the place where the application is received, closing NAV of the day on whichcheque/demand draft is credited shall be applicable.

Applicable NAV In respect of valid applications received upto 3 p.m. by the Mutual Fund, same day’s(for Redemption) closing NAV shall be applicable.

In respect of valid applications received after 3.00 p.m. by the Mutual Fund, the closingNAV of the next business day shall be applicable.

In view of the above, the Mutual Fund shall ensure that there is an uniformity in timetaken for issuing redemption proceeds to all investors

Minimum Application Regular Option: Rs.25,000 per option and additional amounts in multiples of Re.1Amount thereafter.

Institutional Option: Rs. 1,00,00,000* per option and additional amounts in multiples ofRe.1 thereafter.

* Minimum application amount is applicable only at the time of creation of newfolio under the institutional option and shall be applicable for investments by aninvestor by itself or for investments along with any of its group companies. Lateron even if the net asset value under the folio falls below Rs. 1 crore, the investmentcan continue under the Institutional Option.

Minimum Redemption Minimum of Rs. 1,000 or 100 units provided that minimum balance under a particularamount/ Units folio should not fall below Rs. 25,000

Cut off time for 3.00 p.m.subscription

Cut off time for 3.00 p.m.redemption / switches

+Specified Subscription Specified Subscription Period is one or more Business Day(s) during which an investor mayPeriod purchase the Units of the Plan at the Purchase Price as defined in this document.

Specified Redemption Specified Redemption Date(s) is/are the Business Day(s) on which the redemption underDate(s) the Plan is permitted at the Applicable NAV, subject to exit load, if any.

Systematic Investment Not AvailablePlan

Systematic Withdrawal Not AvailablePlan

Switch facility Switch-in facility under the Plan is available only after the Initial Offer Period and onlyduring Specified Subscription Period(s). Switch-out facility would be available only afterthe Initial Offer Period and subject to exit-load provisions, as the case may be.

Presently no exit load is payable for switch-outs on Specified Redemption Date. TheUnitholders may also switch their investments on any other Business Day, subject topayment of exit load. It is proposed to charge, for the present, an exit load of 1.00 % onthe amount sought to be switched by the Unitholders under the Plan on such BusinessDays (other than on Specified Redemption Dates).

The switch request will be subject to the minimum application size and other terms andconditions of this Addendum and the scheme from / to which the amount is switchedout/in.

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The details of the Series proposed to be launched, Options available there under, their Specified Subscription Periods,Specified Redemption Dates are as under:

Fixed Time Initial Offer First Initial Subsequent SubsequentMaturity Profile Period Specified Specified Specified SpecifiedPlan* of Plans Subscription Redemption Subscription Redemption

Periods ** Date Periods Dates

Yearly Plan 380 days 2 Business - 380th day from 7 Business Days 380th day afterSeries 6 Days inclusive date of allotment starting from the the previous

the date of of Units under the succeeding Specifiedlaunch of the Plan Business Day to the RedemptionPlan, subject previous Specified Dateto extension, Redemption Date.if any asprovided inthis document.

NAV will be declared on every Business Day and certain holidays including the Business Days during the SpecifiedSubscription Periods. Unit holders can subscribe to the Units of the Plan at the Applicable NAV, subject to entry load, ifany.

Unit holders may redeem, partially or fully, their investments on the Specified Redemption Dates. The Units not redeemedon the Specified Redemption Dates will continue under the Plan and can be redeemed during the subsequent SpecifiedRedemption Dates or on any other Business Day subject to applicable exit load.

There will be a notice period of 1 Business Days before the Specified Redemption Dates under each Plan. Unit holdersseeking redemption on any of the Specified Redemption Dates are required to notify the Fund on any Business Dayduring the notice period their intention to redeem the Units or at the time of subscription.

It should be noted that the above schedule is indicative and the Trustee may decide not to launch a Plan or alter, eitherpartly or fully, the proposed schedule of launch. Similarly, the Trustee reserves a right to increase/decrease the number ofBusiness Days under Specified Subscription Period and alter/modify/change the Specified Redemption Dates. Such revisionshall be notified by a suitable display in the Customer Service Centers of the AMC and on AMC’s website atwww.pruicici.com.

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PRUDENTIAL ICICI FIXED MATURITY PLAN- 1 YEAR PLUS SERIES 12AN ADDITIONAL PLAN UNDER

PRUDENTIAL ICICI FIXED MATURITY PLANa) Type of the Scheme:

Prudential ICICI Fixed Maturity Plan - 1 Year Plus Series 12 (the Plan) is added as a new Portfolio or Plan under theexisting Prudential ICICI Fixed Maturity Plan. The Plan is an Open-ended debt fund with characteristics similar toPrudential ICICI Fixed Maturity Plan, subject to such variations as detailed in this document.

b) Investment Objective:The objective of the Plan is to seek to generate regular returns by investing in a portfolio of fixed income securities/debt instruments normally maturing in line with the time profile of the Plan.

The Key features of the Plan are given below:

Name of the Plan Prudential ICICI Fixed Maturity Plan- 1 Year Plus Series 12Type Open-ended debt FundOffer Price At NAV based prices.Prudential ICICI Fixed Prudential ICICI Fixed Maturity Plan - 1 Year Plus Series 12 comprising of two sub-plansMaturity Plan - 1 Year viz. Retail Plan & Institutional Plan, including, as the context permits, the CumulativePlus Series 12/ Option or such other option that may be introduced under the Plan(s), as the case mayThe Plan/ The Scheme be.

Investment Pattern Type of security Indicative allocation Risk Profile(% of corpus) under normalcircumstances

Money Market instruments & Cash Upto 100 % Low to(including- money at call) mediumShort term and medium term debt Upto 100 % Low tosecurities/ debt instruments and mediumsecuritised debtNote: If a Plan decides to invest in securitised debt, it is the intention of theInvestment Manager that such investments will not, normally, exceed 30% of thecorpus of the Plan. The investments in central and state government securities willbe in normal circumstances limited to 50% of the net assets of the Plan.

Investment options Presently, the Plan offers only Cumulative Option.

c) Terms of the Plan – Fundamental Attributes:

Liquidity Purchase of Units:On an on-going basis, each Plan will have Specified Subscription Period(s) during whichinvestors may purchase Units from the Fund. The Specified Subscription Periods, normally,have duration of maximum of ten Business Days, as specified in the table on page number33, during which period Units may be subscribed at the Applicable NAV. However, thenumber of Business Days of Specified Subscription Period(s) may vary as specified by AMC.Such revision shall be notified by a suitable display in the Customer Service Centers of theAMC and on AMC’s website at www.pruicici.com.For the present, the Trustee does not intend to charge any entry load on the purchase ofunits.

After the expiry of the Specified Subscription Period(s), the Plan will be temporarily closedfor purchase of Units by the Investors till the commencement of the next SpecifiedSubscription Period.

Redemption of Units:The Plan will have a Specified Redemption Date. On the Specified Redemption Date, theUnitholders can redeem their unitholdings at the Applicable NAV, subject to exit load, ifany. For the redemptions made on the Specified Redemption Dates, for the present, theTrustee does not intend to charge any exit load. The Unitholders may also redeem theirinvestments on any other Business Day (other than Specified Redemption Date), subject topayment of exit load (For the present, an exit load payable on such redemptions on anyother Business Day, is of 1.50% of the amount sought to be redeemed under the Plan).Subject to the Regulations, the Trustees reserves the right to modify/alter the load structureand may decide to introduce a differential load structure for the Units redeemed onSpecified Redemption Date or on any Business Day, not being the Specified RedemptionDate. Please see Table on page 33 for details of Specified Redemption Dates.

Presently, the Units of the Plan are not proposed to be listed on any exchange.

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The Fund will, under normal circumstances, endeavor to dispatch the redemption chequeswithin 1 Business Day from the date of acceptance of the redemption request at any ofthe Customer Service Centers. This service standard will apply only at the centers whereRBI handles clearing directly and is able to transfer funds from Mumbai on the same-day-value basis. In respect of all non-RBI centers, for redemption payments, AMC will takeadditional day(s) – not exceeding 3 Business Days- that would essentially be linked to thetime taken by banks to clear funds at such Non-RBI centers.

Purchase price At Applicable NAV subject to entry load, if any.Redemption price At Applicable NAV subject to exit load, if any.

Listing: Being the open-ended fund, the units of the Scheme will not be listed on any stockexchange, at present. The Trustee may at its discretion, cause the Units under the Schemeto be listed on one or more Stock Exchanges. Notification of the same will be madethrough Customer Service Centres of the AMC and as may be required by the respectiveStock Exchanges.

Initial Issue expenses Entire initial issue expenses were borne by AMC.

Recurring expenses The estimated recurring expenses under the Plan are currently at 1.00% p.a.Entry Load & Exit Load Entry Load: Investors may purchase Units from the Fund under the Plan during the

Specified Subscription Periods, at the Applicable NAV. For the present, the Trustee doesnot intend to charge any entry load on the purchase of Units.Exit Load: Redemptions made on Specified Redemption Date(s), under any Plan, for thepresent, do not attract any exit load. However, redemptions made on any other BusinessDay (other than Specified Redemption Date(s) will attract, for the present, an exit load of1.50% of the amount sought to be redeemed under the Plan.The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introducea differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC before thechange of the load structure. The load collected from the Investors will be credited to aseparate account in the accounts of the Plan and will be offset against distribution andmarketing expenses. Surplus of load, if any, charged over planned marketing and distributionexpenses to be defrayed will be credited to the Plan whenever felt appropriate by theAMC.

Business Day A day other than (i) Saturday and Sunday or (ii) a day on which the Principal StockExchange with reference to which the valuation of the securities under the Plan is done orthe Whole Sale Debt Market of National Stock Exchange or the Reserve Bank of India orBanks in Mumbai are closed or (iii) a day on which there is no RBI clearing / settlement ofsecurities / cash; or (iv) a day on which the Sale and Redemption of Units is suspended bythe Trustee / AMC (v) or a book closure period as may be announced by the Trustee /AMC.Provided that the day when the banks at any center where the AMC’s Customer ServiceCenters are located, are closed due to a local holiday, such days will be treated as Non-Business Days at such centers for the purposes of accepting fresh subscriptions. However,if the AMC’s offices in such centers are open on such local holidays, then redemption andswitch requests will be accepted at those centers, provided it is a Business Day for thePlan on an overall basis.

On-going Sales and On an on-going basis, the Plan will have Specified Subscription Period(s) during whichrepurchases investors may purchase Units from the Fund on on-going basis. The Specified Subscription

Periods, normally, have duration of maximum of ten Business Days, as specified in thetable on page number 33, during which period Units may be subscribed at the ApplicableNAV. However, the number of Business Days of Specified Subscription Period(s) may vary asspecified by AMC. Such revision shall be notified by a suitable display in the CustomerService Centers of the AMC and on AMC’s website at www.pruicici.com.

For the present, the Trustee does not intend to charge any entry load on the purchase ofunits. Please see Table on page 33 for details of Specified Subscription Periods.Further, redemptions made on Specified Redemption Date(s), under the Plan, for the present,do not attract any exit load. The Unitholders may also redeem their investments on anyother Business Day, subject to payment of exit load. It is proposed to charge, for thepresent, an exit load of 1.50 % on the amount sought to be redeemed by the Unitholdersunder the Plan for the redemptions made on such Business Days (other than on SpecifiedRedemption Dates).The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introduce

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a differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC before thechange of the load structure. The load collected from the Investors will be credited in theaccount of the Plan and will be offset against distribution and marketing expenses. Surplusof load, if any, charged over planned marketing and distribution expenses to be defrayedwill be credited to the Plan whenever felt appropriate by the AMC. Please refer page 64on Load.

Applicable NAV In respect of valid applications received upto 3 p.m. by the Mutual Fund alongwith a local(for purchase) cheque or a demand draft payable at par at the place where the application is received,

the closing NAV of the day on which application is received shall be applicable.In respect of valid applications received after 3.00 p.m. by the Mutual Fund alongwith alocal cheque or a demand draft payable at par at the place where the application isreceived, the closing NAV of the next business day shall be applicable.However, in respect of valid applications with outstation cheques/demand drafts not payableat par at the place where the application is received, closing NAV of the day on whichcheque/demand draft is credited shall be applicable.

Applicable NAV In respect of valid applications received upto 3 p.m. by the Mutual Fund, same day’s(for Redemption) closing NAV shall be applicable.

In respect of valid applications received after 3.00 p.m. by the Mutual Fund, the closingNAV of the next business day shall be applicable.In view of the above, the Mutual Fund shall ensure that there is an uniformity in timetaken for issuing redemption proceeds to all investors

Minimum Application Retail Plan: Minimum Rs.25,000 per option and additional amounts in multiples of Re.1Amount thereafter.

Institutional Plan: Above Rs.2,00,00,000 per option and additional amounts in multiplesof Re.1 thereafter.

Minimum Redemption Minimum of Rs. 1,000 or 100 units provided that minimum balance under a particularamount/ Units folio should not fall below Rs. 25,000 or Rd. 2 Crores as the case may be.Cut off time for 3.00 p.m.subscriptionCut off time for 3.00 p.m.redemption / switches

Specified Subscription Specified Subscription Period is one or more Business Day(s) during which an investor mayPeriod purchase the Units of the Plan at the Purchase Price as defined in this document.

Specified Redemption Specified Redemption Date(s) is/are the Business Day(s) on which the redemption underDate(s) the Plan is permitted at the Applicable NAV, subject to exit load, if any.

Systematic Investment Not AvailablePlan

Systematic Withdrawal Not AvailablePlan

Switch facility No switch from equity-oriented scheme will be permitted.

The details of the Series proposed to be launched, Options available there under, their Specified SubscriptionPeriods, Specified Redemption Dates are as under:

Fixed Indicative Time Initial Offer First Initial Subsequent SubsequentMaturity Launch Profile Period Specified Specified Specified SpecifiedPlan* Date of Plans Subscription Redemption Subscription Redemption

Periods ** Date Periods Dates

Yearly Plan December 496 days - 8 Business 497th day 7 Business Days 385th day afterSeries 12 8, 2004 Days from from date of starting after a the first

date of allotment of cooling period Business Daylaunch of Units under of 345 calendar of thethe Plan** the Plan days from the Specified

previous SubscriptionSpecified PeriodRedemptionDate.

NAV will be declared on every Business Day and certain holidays including the Business Days during the SpecifiedSubscription Periods. Unit holders can subscribe to the Units of the Plan at the Applicable NAV, subject to entry load, ifany.

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Unit holders may redeem, partially or fully, their investments on the Specified Redemption Dates. The Units not redeemedon the Specified Redemption Dates will continue under the Plan and can be redeemed during the subsequent SpecifiedRedemption Dates or on any other Business Day subject to applicable exit load.

There will be a notice period of 1 Business Days before the Specified Redemption Dates under each Plan. Unit holdersseeking redemption on any of the Specified Redemption Dates are required to notify the Fund on any Business Dayduring the notice period their intention to redeem the Units or at the time of subscription.

It should be noted that the above schedule is indicative and the Trustee may decide not to launch a Plan or alter, eitherpartly or fully, the proposed schedule of launch. Similarly, the Trustee reserves a right to increase/decrease the number ofBusiness Days under Specified Subscription Period and alter/modify/change the Specified Redemption Dates. Such revisionshall be notified by a suitable display in the Customer Service Centers of the AMC and on AMC’s website atwww.pruicici.com.

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PRUDENTIAL ICICI FIXED MATURITY PLAN - SERIES 24AN ADDITIONAL PLAN UNDER

PRUDENTIAL ICICI FIXED MATURITY PLANa) Type of the Scheme:

Prudential ICICI Fixed Maturity Plan – Series 24 (the Plan) is added as a new Portfolio or Plan under the existingPrudential ICICI Fixed Maturity Plan. The Plan is an Open-ended debt fund with characteristics similar to PrudentialICICI Fixed Maturity Plan, subject to such variations as detailed in this document.

b) Investment Objective:

The objective of the Plan is to seek to generate regular returns by investing in a portfolio of fixed income securities/debt instruments normally maturing in line with the time profile of the Plan.

The Key features of the Plan are given below:

Name of the Plan Prudential ICICI Fixed Maturity Plan - Series 24

Type Open-ended debt Fund

Offer Price At NAV based prices.

Prudential ICICI Fixed Prudential ICICI Fixed Maturity Plan- Series 24 including, as the context permits, the quarterly,Maturity Plan-Series 24/ half-yearly and yearly Plans each having Cumulative Option or Dividend Option or suchThe Scheme/ The Plan other option that may be introduced under the Plan(s), as the case may be.

Investment Pattern Type of security Indicative allocation Risk Profile(% of corpus) under normalcircumstances

Money Market instruments & Cash Upto 100 % Low to(including- money at call) medium

Short term and medium term debt Upto 100 % Low tosecurities/ debt instruments and mediumsecuritised debt

Note: If a Plan decides to invest in securitised debt, it is the intention of theInvestment Manager that such investments will not, normally, exceed 30% of thecorpus of the Plan. The investments in central and state government securities willbe in normal circumstances limited to 50% of the net assets of the Plan.

Investment options Presently, the Scheme offers quarterly, Half-yearly and Yearly Plans each having CumulativeOption and a Dividend Option. Trustees reserve the right to introduce any other option ata later date.Under the Dividend Option, there will not be any dividend payout under the Plan.The dividend due and payable to the Unit holders will be compulsorily and withoutany further act by the Unit holders reinvested under the Dividend Option of therespective Plans at the first ex-dividend NAV.The dividends so reinvested shall be constructive payment of dividends to the Unit holdersand constructive receipt of the same amount from each Unit holder for reinvestment inUnits.

On reinvestment of dividends, the number of units to the credit of Unit holder willincrease to the extent of the dividend reinvested divided by the NAV applicable as explainedabove. There shall, however, be no entry load on the dividends so reinvested.

The Investors should note that NAV of Dividend Option and Cumulative Option would bedifferent after the declaration of first dividend under each Plan.

c) Terms of the Plan – Fundamental Attributes:

Liquidity Purchase of Units:

On an on-going basis, each Plan will have Specified Subscription Period(s) during whichinvestors may purchase Units from the Fund. The Specified Subscription Periods, normally,have duration of maximum of five Business Days, as specified in the table on page 38,during which period Units may be subscribed at the Applicable NAV. However, the numberof Business Days of Specified Subscription Period(s) may vary as specified by AMC. Suchrevision shall be notified by a suitable display in the Customer Service Centers of theAMC and on AMC’s website at www.pruicici.com.

For the present, the Trustee does not intend to charge any entry load on the purchase ofunits. Please see Table on page 38 for details of Specified Subscription Periods.

After the expiry of the Specified Subscription Period(s), the Plan will be temporarily closedfor purchase of Units by the Investors till the commencement of the next SpecifiedSubscription Period.

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Redemption of Units:

The Plan will have a Specified Redemption Date(s). On the Specified Redemption Date, theinvestments of the Unit-holders will be automatically redeemed. Only on the specificwritten request of the Unit-holders (received before cut-off time at least one business daybefore the Specified Redemption Date), their investments will be rolled over up to thenext Specified Redemption Date.On the Specified Redemption Date(s), the Unitholders can redeem their unitholdings atthe Applicable NAV, subject to exit load, if any. For the redemptions made on the SpecifiedRedemption Date(s), for the present, the Trustee does not intend to charge any exit load.The Unitholders may also redeem their investments on any other Business Day (other thanSpecified Redemption Date), subject to payment of exit load (For the present, an exit loadpayable on such redemptions on any other Business Day, is of 2.00% of the amountsought to be redeemed under Prudential ICICI Fixed Maturity Plan – Series 24 Half Yearly& Yearly and 0.50% under Prudential ICICI Fixed Maturity Plan – Series 24 – Quarterly.Subject to the Regulations, the Trustees reserves the right to modify/alter the load structureand may decide to introduce a differential load structure for the Units redeemed onSpecified Redemption Date(s) or on any Business Day, not being the Specified RedemptionDate(s). Please see Table on page 38 for details of Specified Redemption Date(s).Presently, the Units of the Plan are not proposed to be listed on any exchange.The Fund will, under normal circumstances, endeavor to dispatch the redemption chequeswithin 1 Business Day from the date of acceptance of the redemption request at any ofthe Customer Service Centers. This service standard will apply only at the centers whereRBI handles clearing directly and is able to transfer funds from Mumbai on the same-day-value basis. In respect of all non-RBI centers, for redemption payments, AMC will takeadditional day(s) – not exceeding 3 Business Days- that would essentially be linked to thetime taken by banks to clear funds at such Non-RBI centers.

Purchase price At Applicable NAV subject to entry load, if any.

Redemption price At Applicable NAV subject to exit load, if any.

Listing: Being the open-ended fund, the units of the Scheme will not be listed on any stockexchange, at present. The Trustee may at its discretion, cause the Units under the Schemeto be listed on one or more Stock Exchanges. Notification of the same will be madethrough Customer Service Centres of the AMC and as may be required by the respectiveStock Exchanges.

Initial Issue expenses Entire initial issue expenses were borne by AMC.

Recurring expenses The estimated recurring expenses under the Plan are currently at 2.25% p.a.

Entry Load & Exit Load Entry Load: Investors may purchase Units from the Fund under the Plan during theSpecified Subscription Periods, at the Applicable NAV. For the present, the Trustee doesnot intend to charge any entry load on the purchase of Units.

Exit Load: Redemptions made on Specified Redemption Date(s), under any Plan, for thepresent, do not attract any exit load. However, redemptions made on any other BusinessDay (other than Specified Redemption Date(s) will attract, for the present, an exit load of2.00% of the amount sought to be redeemed under Prudential ICICI Fixed Maturity Plan– Series 24 - Half Yearly & Yearly Plan and 0.50% under Prudential ICICI Fixed MaturityPlan – Series 24 – Quarterly Plan.

The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introducea differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC before thechange of the load structure. The load collected from the Investors will be credited to aseparate account in the accounts of the Plan and will be offset against distribution andmarketing expenses. Surplus of load, if any, charged over planned marketing and distributionexpenses to be defrayed will be credited to the Plan whenever felt appropriate by theAMC.

Business Day A day other than (i) Saturday and Sunday or (ii) a day on which the Principal StockExchange with reference to which the valuation of the securities under the Plan is done orthe Whole Sale Debt Market of National Stock Exchange or the Reserve Bank of India orBanks in Mumbai are closed or (iii) a day on which there is no RBI clearing / settlement ofsecurities / cash; or (iv) a day on which the Sale and Redemption of Units is suspended bythe Trustee / AMC (v) or a book closure period as may be announced by the Trustee /AMC.

Provided that the day when the banks at any center where the AMC’s Customer ServiceCenters are located, are closed due to a local holiday, such days will be treated as Non-

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Business Days at such centers for the purposes of accepting fresh subscriptions. However,if the AMC’s offices in such centers are open on such local holidays, then redemption andswitch requests will be accepted at those centers, provided it is a Business Day for thePlan on an overall basis.

On-going Sales and On an on-going basis, the Plan will have Specified Subscription Period(s) during whichRepurchases investors may purchase Units from the Fund on on-going basis. The Specified Subscription

Periods, normally, have duration of maximum of five Business Days, as specified in thetable on page number 38, during which period Units may be subscribed at the ApplicableNAV. However, the number of Business Days of Specified Subscription Period(s) may vary asspecified by AMC. Such revision shall be notified by a suitable display in the CustomerService Centers of the AMC and on AMC’s website at www.pruicici.com.For the present, the Trustee does not intend to charge any entry load on the purchase ofunits. Please see Table on page 38 for details of Specified Subscription Periods.Further, redemptions made on Specified Redemption Date(s), under the Plan, for the present,do not attract any exit load. The Unitholders may also redeem their investments on anyother Business Day, subject to payment of exit load. It is proposed to charge, for thepresent, an exit load of 2.00 % on the amount sought to be redeemed by the Unitholdersunder Prudential ICICI Fixed Maturity Plan – Series 24 - Half Yearly & Yearly Plan and0.50% under Prudential ICICI Fixed Maturity Plan – Series 24 – Quarterly Plan for theredemptions made on such Business Days (other than on Specified Redemption Dates).The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introducea differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC before thechange of the load structure. The load collected from the Investors will be credited in theaccount of the Plan and will be offset against distribution and marketing expenses. Surplusof load, if any, charged over planned marketing and distribution expenses to be defrayedwill be credited to the Plan whenever felt appropriate by the AMC. Please refer page 64on Load.

Applicable NAV In respect of valid applications received upto 3 p.m. by the Mutual Fund alongwith a local(for purchase including cheque or a demand draft payable at par at the place where the application is received,switch-ins) the closing NAV of the day on which application is received shall be applicable.

In respect of valid applications received after 3.00 p.m. by the Mutual Fund alongwith alocal cheque or a demand draft payable at par at the place where the application isreceived, the closing NAV of the next business day shall be applicable.However, in respect of valid applications with outstation cheques/demand drafts not payableat par at the place where the application is received, closing NAV of the day on whichcheque/demand draft is credited shall be applicable.

Applicable NAV In respect of valid applications received upto 3 p.m. by the Mutual Fund, same day’s(for Redemption closing NAV shall be applicable.including switch-outs) In respect of valid applications received after 3.00 p.m. by the Mutual Fund, the closing

NAV of the next business day shall be applicable.In view of the above, the Mutual Fund shall ensure that there is an uniformity in timetaken for issuing redemption proceeds to all investors

Minimum Application Minimum Rs.25,000 per option and additional amounts in multiples of Re.1 thereafter.AmountMinimum Redemption Minimum of Rs. 1,000 or 100 units provided that minimum balance under a particularAmount/Units folio should not fall below Rs. 25,000

Cut off time for 3.00 p.m.subscription andredemption

Specified Subscription Specified Subscription Period is one or more Business Day(s) during which an investor mayPeriod purchase the Units of the Plan at the Purchase Price as defined in this document.

Specified Redemption Specified Redemption Date(s) is/are the Business Day(s) on which the redemption underDate(s) the Plan is permitted at the Applicable NAV, subject to exit load, if any.

Systematic Investment Not AvailablePlan

Systematic Withdrawal Not AvailablePlan

Switch facility Switch-in facility under the Plan is available during the Specified Subscription Period.However, no switch from Equity oriented Scheme will be permitted.

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Calendar for Prudential ICICI Fixed Maturity Plan – Series 24

The details of the Series proposed to be launched, their Specified Subscription Periods, Specified RedemptionDates are as under:

Fixed Maturity Plan * First Specified Subscription Periods ** Subsequent Specified Subscription Periods

Series 24 of Quarterly 5 Business Days starting from the Upto 1 Business Day starting from thePlans succeeding Business Day after two succeeding Business Day to the Initial Specified

business days of the close of the Initial Redemption date, as may be notified.Offer Period

Series 24 of Quarterly, 5 Business Days starting from the Upto 5 Business Days starting from theHalf Yearly and Yearly succeeding Business Day after two succeeding Business Day to the Initial SpecifiedPlans business days of the close of the Initial Redemption date, as may be notified.

Offer Period

Fixed maturity Plan* Time Profile of Series Initial Specified Subsequent Specifiedfrom the date of Redemption Date Redemption Dateallotment

Series 24 - Quarterly 90 days 91st day from date of 91st day after the previousPlans allotment of Units under Specified Redemption Date

the Series

Series 24 - Half Yearly 182 days 183rd day from date of 183rd day after the previousPlans allotment of Units under Specified Redemption Date

the Series

Series 24 - Yearly Plans 380 days 381st day from date of 381st day after the previousallotment of Units under Specified Redemption Datethe Series

* It is proposed to launch various series under the Prudential ICICI Fixed Maturity Plan having Quarterly series, Half-yearly series and Yearly Series as indicated above.

** During the Specified Subscription Period(s) as indicated above, Units would be available for subscriptions at ApplicableNAV (subject to entry load, if any).

NAV will be declared on every Business Day and certain holidays including the Business Days during the SpecifiedSubscription Periods.

On the Specified Redemption Date, the investments of the Unit-holders will be automatically redeemed. Only on thespecific written request of the Unit-holders (received before cut-off time at least one business day before the SpecifiedRedemption Date), their investments will be rolled over up to the next Specified Redemption Date.

Unit holders not seeking redemption on any of the Specified Redemption Dates are required to notify the Fund at leastone Business Days (before the cut – off time) before the Specified Redemption Date(s) their intention to roll-over theirinvestment in the Units or at the time of subscription.

Further, the Trustee reserves a right to roll-over the redemption and to extend the tenure of the Plan and series thereunderfor a such further period as may be deem fit at their discretion. On the date of redemption an exit option will beprovided to investors without any exit load and shall be further opened for 5 days for fresh subscription as per prevailingterms and conditions as may be applicable to the Plan and series thereunder.

It should be noted that the above schedule is indicative and the Trustee may decide not to launch a Plan or alter, eitherpartly or fully, the proposed schedule of launch. Similarly, the Trustee reserves a right to increase/decrease the number ofBusiness Days under Specified Subscription Period and alter/modify/change the Specified Redemption Dates. Such revisionshall be notified by a suitable display in the Customer Service Centers of the AMC and on AMC’s website atwww.pruicici.com.

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PRUDENTIAL ICICI FIXED MATURITY PLAN- SERIES 25AN ADDITIONAL PLAN UNDER

PRUDENTIAL ICICI FIXED MATURITY PLANa) Type of the Scheme:

Prudential ICICI Fixed Maturity Plan – Series 25 (the Plan) is added as a new Portfolio or Plan under the existingPrudential ICICI Fixed Maturity Plan. The Plan is an Open-ended debt fund with characteristics similar to PrudentialICICI Fixed Maturity Plan, subject to such variations as detailed in this document.

b) Investment Objective:

The objective of the Plan is to seek to generate regular returns by investing in a portfolio of fixed income securities/debt instruments normally maturing in line with the time profile of the Plan.

The Key features of the Plan are given below:

Name of the Plan Prudential ICICI Fixed Maturity Plan - Series 25

Type Open-ended debt Fund

Offer Price At NAV based prices.

Prudential ICICI Fixed Prudential ICICI Fixed Maturity Plan - Series 25 including, as the context permits, theMaturity Plan-Series 25/ Quarterly Plan, Yearly Plan and Plan having 15 months maturity, each Plan having RegularThe Scheme/ The Plan Plan and an Institutional Plan with Cumulative Option or Dividend Option or such other

Option that may be introduced under the Scheme, as the case may be.

Investment Pattern Type of security Indicative allocation Risk Profile(% of corpus) under normalcircumstances

Money Market instruments Upto 100 % Low to(including- money at call), mediumShort term and medium term debtsecurities/ debt instruments andsecuritised debt

Note: If a Plan decides to invest in securitised debt, it is the intention of the InvestmentManager that such investments will not, normally, exceed 30% of the corpus of the Plan.The investments in central and state government securities will be in normal circumstanceslimited to 50% of the net assets of the Plan.

Investment options Presently, the Scheme offers the Quarterly Plan, Yearly Plan and Plan having 15 monthsmaturity, each Plan having Regular Plan and an Institutional Plan with Cumulative Optionor Dividend Option or such other Option that may be introduced under the Scheme, asthe case may be. Trustees reserve the right to introduce any other option/plan at a laterdate.

Under the Dividend Option, there will not be any dividend payout under the Plan. Thedividend due and payable to the Unit holders will be compulsorily and without anyfurther act by the Unit holders reinvested under the Dividend Option of the respectivePlans at the first ex-dividend NAV.

The dividends so reinvested shall be constructive payment of dividends to the Unit holdersand constructive receipt of the same amount from each Unit holder for reinvestment inUnits.

On reinvestment of dividends, the number of units to the credit of Unit holder willincrease to the extent of the dividend reinvested divided by the NAV applicable as explainedabove. There shall, however, be no entry load on the dividends so reinvested.

The Investors should note that NAV of Dividend Option and Cumulative Option would bedifferent after the declaration of first dividend under each Plan.

c) Terms of the Plan – Fundamental Attributes:

Liquidity Purchase of Units:

Units can be purchased at NAV based prices during the first Specified Subscription Periodhaving duration of one Business Day, as specified in the table on page 43, during whichperiod Units may be subscribed at the Applicable NAV. However, the number of BusinessDays of Specified Subscription Period(s) may vary as specified by AMC. Such revision shallbe notified by a suitable display in the Customer Service Centers of the AMC and onAMC’s website at www.pruicici.com.

For the present, the Trustee does not intend to charge any entry load on the purchase ofunits. Please see Table on page 43 for details of Specified Subscription Periods.

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After the expiry of the Specified Subscription Period(s), the Plan will be temporarily closedfor purchase of Units by the Investors till the commencement of the next SpecifiedSubscription Period.

Redemption of Units:

The Plan will have a Specified Redemption Date(s). On the Specified Redemption Date, theinvestments of the Unit-holders will be automatically redeemed. Only on the specificwritten request of the Unit-holders, their investments will be rolled over up to the nextSpecified Redemption Date.

On the Specified Redemption Date(s), the Unitholders can redeem their unitholdings atthe Applicable NAV, subject to exit load, if any. For the redemptions made on the SpecifiedRedemption Date(s), for the present, the Trustee does not intend to charge any exit load.The Unitholders may also redeem their investments on any other Business Day (other thanSpecified Redemption Date), subject to payment of exit load (For the present, an exit loadpayable on such redemptions on any other Business Day, is of 0.50%, 1% & 2.00%, ofthe amount sought to be redeemed under Prudential ICICI Fixed Maturity Plan - Series 25- Quarterly Plan, Yearly Plan & 15 Months Plan respectively). Subject to the Regulations,the Trustees reserves the right to modify/alter the load structure and may decide to introducea differential load structure for the Units redeemed on Specified Redemption Date(s) or onany Business Day, not being the Specified Redemption Date(s). Please see Table on page43 for details of Specified Redemption Date(s).

Presently, the Units of the Plan are not proposed to be listed on any exchange.

The Fund will, under normal circumstances, endeavor to dispatch the redemption chequeswithin 1 Business Day from the date of acceptance of the redemption request at any ofthe Customer Service Centers. This service standard will apply only at the centers whereRBI handles clearing directly and is able to transfer funds from Mumbai on the same-day-value basis. In respect of all non-RBI centers, for redemption payments, AMC will takeadditional day(s) – not exceeding 3 Business Days- that would essentially be linked to thetime taken by banks to clear funds at such Non-RBI centers.

Purchase price At applicable NAV subject to entry load, if any, computed as follows:

Purchase Price = Applicable NAV *(1 + Entry Load, if any).

Redemption price At applicable NAV subject to exit load, if any, computed as follows:

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

Listing: Being the open-ended fund, the units of the Scheme will not be listed on any stockexchange, at present. The Trustee may at its discretion, cause the Units under the Schemeto be listed on one or more Stock Exchanges. Notification of the same will be madethrough Customer Service Centres of the AMC and as may be required by the respectiveStock Exchanges.

Initial Issue expenses Entire initial issue expenses were borne by AMC.

Recurring expenses The estimated recurring expenses under the Plan are currently at 2.25% p.a.

Entry Load & Exit Load Entry Load: Investors may purchase Units from the Fund under the Plan during theSpecified Subscription Periods, at the Applicable NAV. For the present, the Trustee doesnot intend to charge any entry load on the purchase of Units.

Exit Load: Redemptions made on Specified Redemption Date(s), under any Plan, for thepresent, do not attract any exit load. However, redemptions made on any other BusinessDay (other than Specified Redemption Date(s) will attract, for the present, an exit load isof 0.50%, 1% & 2.00%, of the amount sought to be redeemed under Prudential ICICIFixed Maturity Plan - Series 25 - Quarterly Plan, Yearly Plan & 15 Months Plan respectively.

The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introducea differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC before thechange of the load structure. The load collected from the Investors will be credited to aseparate account in the accounts of the Plan and will be offset against distribution andmarketing expenses. Surplus of load, if any, charged over planned marketing and distributionexpenses to be defrayed will be credited to the Plan whenever felt appropriate by theAMC.

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Business Day A day other than (i) Saturday and Sunday or (ii) a day on which the Principal StockExchange with reference to which the valuation of the securities under the Plan is done orthe Whole Sale Debt Market of National Stock Exchange or the Reserve Bank of India orBanks in Mumbai are closed or (iii) a day on which there is no RBI clearing / settlement ofsecurities / cash; or (iv) a day on which the Sale and Redemption of Units is suspended bythe Trustee / AMC (v) or a book closure period as may be announced by the Trustee /AMC.

Provided that the days when the banks at any centre where the AMC’s Customer ServiceCenters are located, are closed due to local holiday, such days will be treated as nonBusiness Days at such centres for the purposes of accepting fresh subscriptions. However,if the AMC’s offices in such centres are open on such local holidays, then redemption andswitch requests will be accepted at those centres, provided it is a Business Day for theScheme on an overall basis.

On-going Sales and On an on-going basis, the Plan will have Specified Subscription Period(s) during whichrepurchases investors may purchase Units from the Fund at NAV based prices. The Specified Subscription

Periods, normally, have duration of maximum of one Business Day, as specified in thetable on page number 43, during which period Units may be subscribed at the ApplicableNAV. However, the number of Business Days of Specified Subscription Period(s) may vary asspecified by AMC. Such revision shall be notified by a suitable display in the CustomerService Centers of the AMC and on AMC’s website at www.pruicici.com.For the present, the Trustee does not intend to charge any entry load on the purchase ofunits. Please see Table on page 43 for details of Specified Subscription Periods.

Further, redemptions made on Specified Redemption Date(s), under the Plan, for the present,do not attract any exit load. The Unitholders may also redeem their investments on anyother Business Day, subject to payment of exit load. It is proposed to charge, for thepresent, an exit load of 0.50%, 1% & 2.00%, of the amount sought to be redeemedunder Prudential ICICI Fixed Maturity Plan - Series 25 - Quarterly Plan, Yearly Plan & 15Months Plan respectively, for the redemptions made on such Business Days (other than onSpecified Redemption Dates).The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introducea differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC before thechange of the load structure. The load collected from the Investors will be credited in theaccount of the Plan and will be offset against distribution and marketing expenses. Surplusof load, if any, charged over planned marketing and distribution expenses to be defrayedwill be credited to the Plan whenever felt appropriate by the AMC.

Applicable NAV In respect of valid applications received upto 3 p.m. by the Mutual Fund alongwith a local(for purchase) cheque or a demand draft payable at par at the place where the application is received,

the closing NAV of the day on which application is received shall be applicable.In respect of valid applications received after 3.00 p.m. by the Mutual Fund alongwith alocal cheque or a demand draft payable at par at the place where the application isreceived, the closing NAV of the next business day shall be applicable.However, in respect of valid applications with outstation cheques/demand drafts not payableat par at the place where the application is received, closing NAV of the day on whichcheque/demand draft is credited shall be applicable.

Applicable NAV In respect of valid applications received upto 3 p.m. by the Mutual Fund, same day’s(for Redemption) closing NAV shall be applicable.

In respect of valid applications received after 3.00 p.m. by the Mutual Fund, the closingNAV of the next business day shall be applicable.

In view of the above, the Mutual Fund shall ensure that there is an uniformity in timetaken for issuing redemption proceeds to all investors

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Prudential ICICI Mutual Fund

Minimum Application Quarterly Plan - Minimum Rs.1,00,000 per option and additional amounts inAmount Regular Plan multiples of Re.1 thereafter. Investor can subscribe to the Units of

the Scheme only high value clearing cheque(s) / bank Draft(s)

15 Months Plan Regular Plan: Minimum Rs.25,000 per option and additional amountsin multiples of Re.1 thereafter.

Institutional Plan: Minimum Rs.2,00,00,000 per option andadditional amounts in multiples of Re.1 thereafter. Investor cansubscribe to the Units of the Scheme only high value clearingcheque(s) / bank Draft(s)

Yearly Plan Minimum Rs.1,00,000 per option and additional amounts in multiplesof Re.1 thereafter. Investor can subscribe to the Units of the Schemeonly high value clearing cheque(s) / bank Draft(s)

Minimum Redemption Regular Plan Minimum of Rs. 1,000 or 100 units provided that minimumamount/ Units balance under a particular folio should not fall below Rs. 25,000.

Institutional Plan Minimum of Rs. 1,000,000 or 100,000 units provided that minimumbalance under a particular folio should not fall below Rs. 20,000,000

Cut off time for 3.00 p.m.subscription andredemption

Specified Subscription Specified Subscription Period is one or more Business Day(s) during which an investor mayPeriod purchase the Units of the Plan at the Purchase Price as defined in this document.

Specified Redemption Specified Redemption Date(s) is/are the Business Day(s) on which the redemption underDate(s) the Plan is permitted at the Applicable NAV, subject to exit load, if any.

Systematic Investment Not AvailablePlan

Systematic Withdrawal Not AvailablePlan

Switch facility Switch-in facility under the Plan is available only after the Initial Offer Period and onlyduring Specified Subscription Period(s). Switch-out facility would be subject to exit-loadprovisions, as the case may be.

Presently no exit load is payable for switch-outs on Specified Redemption Date. TheUnitholders may also switch their investments on any other Business Day, subject topayment of exit load. It is proposed to charge, for the present, an exit load of 2.00 % onthe amount sought to be switched by the Unitholders under the Plan on such BusinessDays (other than on Specified Redemption Dates).

The switch request will be subject to the minimum application size and other terms andconditions of this Addendum and the scheme from / to which the amount is switchedout/in.

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Calendar for Prudential ICICI Fixed Maturity Plan – Series 25

The details of the Series proposed to be launched, their Specified Subscription Periods, Specified RedemptionDates are as under:

Fixed Maturity Plan * Initial Offer First Specified Subscription Subsequent SpecifiedPeriod Periods ** Subscription Periods

Series 25 - Quarterly Plan 1 Business day 1 Business Day starting from the 1 Business Day starting fromand Plan having 15 months succeeding Business Day after two the succeeding Business Daymaturity business days of the close of the to the Initial Specified

Initial Offer Period Redemption date

Series 25 - Yearly Plan 1 Business day 1 Business Day starting from the 1 Business Day starting fromsucceeding Business Day after two the succeeding Business Daybusiness days of the close of the to the Initial SpecifiedInitial Offer Period Redemption date

Fixed Maturity Plan* Time Profile of Initial Specified Redemption Subsequent SpecifiedSeries from the Date Redemption Datedate ofallotment

Series 25 - Quarterly Plans 90 days 91st day from date of allotment 91st day after the previousof Units under the Series Specified Redemption Date

Series 25 - Plan having 15 455 days 456th day from date of allotment 456th day after the previousmonths maturity of Units under the Series Specified Redemption Date

Series 25 - Yearly Plan 380 days 381st day from date of allotment 381st day after the previousof Units under the Series Specified Redemption Date

* It is proposed to launch Quarterly Plan, Yearly Plan and Plan having 15 months maturity under the Prudential ICICIFixed Maturity Plan as indicated above.

** The Units would be available at Rs.10 during the initial offer period of the Series. During the Specified SubscriptionPeriod(s) as indicated above, Units would be available for subscriptions at Applicable NAV (subject to entry load, if any).

NAV will be declared on every Business Day including the Business Days during the Specified Subscription Periods.

On the Specified Redemption Date, the investments of the Unit-holders will be automatically redeemed. Only on thespecific written request of the Unit-holders, their investments will be rolled over up to the next Specified RedemptionDate.

Unit holders not seeking redemption on any of the Specified Redemption Dates are required to notify the Fund at leastfive Business Days before the Specified Redemption Date(s) their intention to roll-over their investment in the Units or atthe time of subscription.

Further, the Trustee reserves a right to roll-over the redemption and to extend the tenure of the Plan and series thereunderfor such a further period as may be deemed fit at their discretion. On the date of redemption an exit option will beprovided to investors without any exit load and shall be further opened for 1 Business day for fresh subscription as perprevailing terms and conditions as may be applicable to the Plan and series thereunder.

It should be noted that the above schedule is indicative and the Trustee may decide not to launch a Plan or alter, eitherpartly or fully, the proposed schedule of launch. Similarly, the Trustee reserves a right to increase/decrease the number ofBusiness Days under Specified Subscription Period and alter/modify/change the Specified Redemption Dates. Such revisionshall be notified by a suitable display in the Customer Service Centers of the AMC and on AMC’s website atwww.pruicici.com.

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PRUDENTIAL ICICI FIXED MATURITY PLAN - SERIES 26 – QUARTERLY PLANAN ADDITIONAL PLAN UNDER

PRUDENTIAL ICICI FIXED MATURITY PLANa) Type of the Scheme:

Prudential ICICI Fixed Maturity Plan – Series 26 – Quarterly Plan (the Plan) is added as a new Portfolio or Plan underthe existing Prudential ICICI Fixed Maturity Plan. The Plan is an Open-ended debt fund with characteristics similar toPrudential ICICI Fixed Maturity Plan, subject to such variations as detailed in this document.

b) Investment Objective:

The objective of the Plan is to seek to generate regular returns by investing in a portfolio of fixed income securities/debt instruments normally maturing in line with the time profile of the Plan.

The Key features of the Plan are given below:

Name of the Plan Prudential ICICI Fixed Maturity Plan - Series 26 –Quarterly Plan

Type Open-ended debt Fund

Offer Price At NAV based prices.

Prudential ICICI Fixed Prudential ICICI Fixed Maturity Plan- Series 26 including, as the context permits, the QuarterlyMaturity Plan-Series 26/ Plan, having Regular Plan with Cumulative Option or Dividend Option or such otherThe Scheme/ The Plan Option that may be introduced under the Scheme, as the case may be.

Investment Pattern Type of security Indicative allocation Risk Profile(% of corpus) under normalcircumstances

Money Market instruments Upto 100 % Low to(Including- money at call), Short mediumterm and medium term debtsecurities/ debt instruments andsecuritised debt

Note: If a Plan decides to invest in securitised debt, it is the intention of theInvestment Manager that such investments will not, normally, exceed 30% of thecorpus of the Plan. The investments in central and state government securities willbe in normal circumstances limited to 50% of the net assets of the Plan.

Investment options Presently, the Scheme offers the Quarterly Plan, having Regular Plan with Growth Optionand Dividend Option. However, if unitholder does not choose between the available options(Growth & Dividend Option), the default option would be Dividend Option.

Trustees reserve the right to introduce any other option/plan at a later date.

Under the Dividend Option, there will not be any dividend payout under the Plan. Thedividend due and payable to the Unit holders will be compulsorily and without anyfurther act by the Unit holders reinvested under the Dividend Option of the respectivePlans at the first ex-dividend NAV.

The dividends so reinvested shall be constructive payment of dividends to the Unit holdersand constructive receipt of the same amount from each Unit holder for reinvestment inUnits.

On reinvestment of dividends, the number of units to the credit of Unit holder willincrease to the extent of the dividend reinvested divided by the NAV applicable as explainedabove. There shall, however, be no entry load on the dividends so reinvested.

The Investors should note that NAV of Dividend Option and Cumulative Option would bedifferent after the declaration of first dividend under each Plan.

c) Terms of the Plan – Fundamental Attributes:

Liquidity Purchase of Units:

Units can be purchased at NAV based prices during the first Specified Subscription Periodhaving duration of one Business Day, as specified in the table on page 47, during whichperiod Units may be subscribed at the Applicable NAV. However, the number of BusinessDays of Specified Subscription Period(s) may vary as specified by AMC. Such revision shallbe notified by a suitable display in the Customer Service Centers of the AMC and onAMC’s website at www.pruicici.com.

For the present, the Trustee does not intend to charge any entry load on the purchase ofunits. Please see Table on page 47 for details of Specified Subscription Periods.

After the expiry of the Specified Subscription Period(s), the Plan will be temporarily closedfor purchase of Units by the Investors till the commencement of the next SpecifiedSubscription Period.

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Redemption of Units:

The Plan will have a Specified Redemption Date(s). On the Specified Redemption Date, theinvestments of the Unit-holders will be automatically redeemed. Only on the specificwritten request of the Unit-holders, their investments will be rolled over up to the nextSpecified Redemption Date.

On the Specified Redemption Date(s), the Unitholders can redeem their unitholdings atthe Applicable NAV, subject to exit load, if any. For the redemptions made on the SpecifiedRedemption Date(s), for the present, the Trustee does not intend to charge any exit load.The Unitholders may also redeem their investments on any other Business Day (other thanSpecified Redemption Date), subject to payment of exit load (For the present, an exit loadpayable on such redemptions on any other Business Day, is of 0.50% of the amountsought to be redeemed under the Plan). Subject to the Regulations, the Trustees reservesthe right to modify/alter the load structure and may decide to introduce a differential loadstructure for the Units redeemed on Specified Redemption Date(s) or on any Business Day,not being the Specified Redemption Date(s). Please see Table on page 47 for details ofSpecified Redemption Date(s).

Presently, the Units of the Plan are not proposed to be listed on any exchange.

The Fund will, under normal circumstances, endeavor to dispatch the redemption chequeswithin 1 Business Day from the date of acceptance of the redemption request at any ofthe Customer Service Centers. This service standard will apply only at the centers whereRBI handles clearing directly and is able to transfer funds from Mumbai on the same-day-value basis. In respect of all non-RBI centers, for redemption payments, AMC will takeadditional day(s) – not exceeding 3 Business Days- that would essentially be linked to thetime taken by banks to clear funds at such Non-RBI centers.

Purchase price At applicable NAV subject to entry load, if any, computed as follows:

Purchase Price = Applicable NAV *(1 + Entry Load, if any).

Redemption price At applicable NAV subject to exit load, if any, computed as follows:

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

Listing: Being the open-ended fund, the units of the Scheme will not be listed on any stockexchange, at present. The Trustee may at its discretion, cause the Units under the Schemeto be listed on one or more Stock Exchanges. Notification of the same will be madethrough Customer Service Centres of the AMC and as may be required by the respectiveStock Exchanges.

Initial Issue expenses Entire initial issue expenses were borne by AMC.

Recurring expenses The estimated recurring expenses under the Plan are currently at 2.25% p.a.

Entry Load & Exit Load Entry Load: Investors may purchase Units from the Fund under the Plan during theSpecified Subscription Periods, at the Applicable NAV. For the present, the Trustee doesnot intend to charge any entry load on the purchase of Units.

Exit Load: Redemptions made on Specified Redemption Date(s), under any Plan, for thepresent, do not attract any exit load. However, redemptions made on any other BusinessDay (other than Specified Redemption Date(s) will attract, for the present, an exit load of0.50% of the amount sought to be redeemed under the Plan.

The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introducea differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC before thechange of the load structure. The load collected from the Investors will be credited to aseparate account in the accounts of the Plan and will be offset against distribution andmarketing expenses. Surplus of load, if any, charged over planned marketing and distributionexpenses to be defrayed will be credited to the Plan whenever felt appropriate by theAMC.

Business Day A day other than (i) Saturday and Sunday or (ii) a day on which the Principal StockExchange with reference to which the valuation of the securities under the Plan is done orthe Whole Sale Debt Market of National Stock Exchange or the Reserve Bank of India orBanks in Mumbai are closed or (iii) a day on which there is no RBI clearing / settlement ofsecurities / cash; or (iv) a day on which the Sale and Redemption of Units is suspended bythe Trustee / AMC (v) or a book closure period as may be announced by the Trustee /AMC.

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Provided that the days when the banks at any centre where the AMC’s Customer ServiceCenters are located, are closed due to local holiday, such days will be treated as nonBusiness Days at such centres for the purposes of accepting fresh subscriptions. However,if the AMC’s offices in such centres are open on such local holidays, then redemption andswitch requests will be accepted at those centres, provided it is a Business Day for theScheme on an overall basis.

On-going Sales and On an on-going basis, the Plan will have Specified Subscription Period(s) during whichrepurchases investors may purchase Units from the Fund at NAV based prices. The Specified Subscription

Periods, normally, have duration of maximum of one Business Day, as specified in thetable on page number 47, during which period Units may be subscribed at the ApplicableNAV. However, the number of Business Days of Specified Subscription Period(s) may vary asspecified by AMC. Such revision shall be notified by a suitable display in the CustomerService Centers of the AMC and on AMC’s website at www.pruicici.com.

For the present, the Trustee does not intend to charge any entry load on the purchase ofunits. Please see Table on page 47 for details of Specified Subscription Periods.

Further, redemptions made on Specified Redemption Date(s), under the Plan, for the present,do not attract any exit load. The Unitholders may also redeem their investments on anyother Business Day, subject to payment of exit load. It is proposed to charge, for thepresent, an exit load of 0.50 % on the amount sought to be redeemed by the Unitholdersunder the Plan for the redemptions made on such Business Days (other than on SpecifiedRedemption Dates).

The Trustee reserves the right to modify/alter the load structure under the Plan and maydecide to charge an entry load/exit load or a combination of entry/exit loads or introducea differential load structure on the Units subscribed/redeemed during the SpecifiedSubscription Periods/Specified Redemption Dates or on any other Business Day. The Trusteeshall arrange to display a notice in the Customer Service Centers of the AMC before thechange of the load structure. The load collected from the Investors will be credited in theaccount of the Plan and will be offset against distribution and marketing expenses. Surplusof load, if any, charged over planned marketing and distribution expenses to be defrayedwill be credited to the Plan whenever felt appropriate by the AMC.

Applicable NAV In respect of valid applications received alongwith High Value Clearing Cheque / Bank(for purchase) draft, the closing NAV of the day on which application is received shall be applicable.

Investors can subscribe to the units of the Scheme only by High Value Clearing Cheque /Bank draft.

An application will be considered valid and to be accepted on that day; subject to it beingcomplete in all respects and received prior to cut-off period.

The Prudential ICICI Asset Management Company Ltd. reserves the right at its discretionto reject any application of value of Rs.1 Lakh and above in a high value center, which isnot received through a high value cheque.

Applicable NAV In respect of valid applications received upto cut-off time by the Mutual Fund, same day’s(for Redemption) closing NAV shall be applicable.

In respect of valid applications received after cut-off time by the Mutual Fund, the closingNAV of the next business day shall be applicable.

An application will be considered valid and to be accepted on that day; subject to it beingcomplete in all respects and received prior to cut-off period.

Minimum Application Regular Plan Minimum Rs.1,00,000 per option and additional amounts in multiplesAmount of Re.1 thereafter.

Minimum Redemption Regular Plan Minimum of Rs. 1,000 or 100 units provided that minimum balanceamount/ Units under a particular folio should not fall below Rs. 25,000.

Cut off time for 3.00 p.m.subscription andredemption

Specified Subscription Specified Subscription Period is one or more Business Day(s) during which an investor mayPeriod purchase the Units of the Plan at the Purchase Price as defined in this document.

Specified Redemption Specified Redemption Date(s) is/are the Business Day(s) on which the redemption underDate(s) the Plan is permitted at the Applicable NAV, subject to exit load, if any.

Systematic Investment Not AvailablePlan

Systematic Withdrawal Not AvailablePlan

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Switch facility The Switch-in facility will not be available during the Specified Subscription Period(s).

Presently no exit load is payable for switch-outs on Specified Redemption Date. TheUnitholders may also switch their investments on any other Business Day, subject topayment of exit load. It is proposed to charge, for the present, an exit load of 0.50 % onthe amount sought to be switched by the Unitholders under the Plan on such BusinessDays (other than on Specified Redemption Dates).

The switch request will be subject to the minimum application size and other terms andconditions of this Addendum and the scheme from / to which the amount is switchedout/in.

Calendar for Prudential ICICI Fixed Maturity Plan – Series 26

The details of the Series proposed to be launched, their Specified Subscription Periods, Specified RedemptionDates are as under:

Fixed Maturity Plan* Initial Offer First Specified Subscription Subsequent SpecifiedPeriod Periods ** Subscription Periods

Series 26 - Quarterly Plan 1 Business day 1 Business Day starting from 1 Business Day starting fromthe succeeding Business Day the succeeding Business Dayafter one business day of the to the Initial Specifiedclose of the Initial Offer Period Redemption date

Fixed maturity Plan* Time Profile of Initial Specified Redemption Subsequent SpecifiedSeries from the Date Redemption Datedate ofallotment

Series 26 - Quarterly Plans 90 days 91st day from date of allotment 91st day after the previousof Units under the Series Specified Redemption Date

* It is proposed to launch Quarterly Plan, under the Prudential ICICI Fixed Maturity Plan – Series 26, as indicated above.

** The Units would be available at Rs.10 during the initial offer period of the Series. During the Specified SubscriptionPeriod(s) as indicated above, Units would be available for subscriptions at Applicable NAV (subject to entry load, if any).

NAV will be declared on every Business Day including the Business Days during the Specified Subscription Periods.

On the Specified Redemption Date, the investments of the Unit-holders will be automatically redeemed. Only on thespecific written request of the Unit-holders, their investments will be rolled over up to the next Specified RedemptionDate.

Unit holders not seeking redemption on any of the Specified Redemption Dates are required to notify the Fund at least1 Business Day before the Specified Redemption Date(s) their intention to roll-over their investment in the Units or at thetime of subscription.

Further, the Trustee reserves a right to roll-over the redemption and to extend the tenure of the Plan and series thereunderfor such a further period as may be deemed fit at their discretion. On the date of redemption an exit option will beprovided to investors without any exit load and shall be further opened for 1 Business day for fresh subscription as perprevailing terms and conditions as may be applicable to the Plan and series thereunder.

It should be noted that the above schedule is indicative and the AMC may decide not to launch a Plan or alter, eitherpartly or fully, the proposed schedule of launch. Similarly, the AMC reserves a right to increase/decrease the number ofBusiness Days under Specified Subscription Period and alter/modify/change the Specified Redemption Dates. Such revisionshall be notified by a suitable display in the Customer Service Centers of the AMC and on AMC’s website atwww.pruicici.com.

d) Changes in Investment Pattern

Subject to the Regulations, the asset allocation pattern indicated above may change from time to time, keeping inview market conditions, market opportunities, applicable regulations and political and economic factors. It must beclearly understood that the percentages stated above are only indicative and not absolute and that they can varysubstantially depending upon the perception of the Investment Manager, the intention being at all times to seek toprotect the interests of the Unitholders. Such changes in the investment pattern will be for short term and defensiveconsiderations.

Provided further and subject to the above, any change in the asset allocation affecting the investment profile of aPlan shall be effected only in accordance with the provisions of sub regulation (15A) of Regulation 18 of theRegulations, as detailed later in this document.

e) Fees and Expenses

i. Initial issue expenses

The entire initial issue expenses for this Initial Offer of the Plans comprised under Prudential ICICI Fixed MaturityPlan, the umbrella fund, during the Initial Offer Period were borne by the AMC. Under the Regulations, theFund is entitled to charge Initial Issue Expenses up to a maximum of 6% of initial resources raised under thePlan.

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ii. Recurring Expenses

The details of recurring expenses of each Plan, on an annual basis, have been stated on Page 48. As per theRegulations, the maximum recurring expenses that can be charged to each Plan shall be subject to a percentagelimit of weekly net assets as in the table below:

First Rs. 100 crore Next Rs. 300 crore Next Rs. 300 crore Over Rs. 700 crore

2.25% 2.00% 1.75% 1.50%

Subject to Regulations, expenses over and above the prescribed limit shall be borne by the Asset ManagementCompany.

The estimated recurring expenses under the Plan are currently at 1.00% p.a. The details of recurring expenses,on an annual basis, have been stated on Page 48.

f) Investment Pattern:

The corpus of the Plan will be invested only in debt and money market instruments. Subject to the Regulations, thecorpus of the Plan(s) can be invested in any (but not exclusively) of the following securities/debt instruments:

1) Securities created and issued by the Central and State Governments and/or repos/reverse repos in such GovernmentSecurities as may be permitted by RBI (including but not limited to coupon bearing bonds, zero coupon bondsand treasury bills).

2) Securities guaranteed by the Central and State Governments (including but not limited to coupon bearingbonds, zero coupon bonds and treasury bills).

3) Debt obligations of domestic Government agencies and statutory bodies, which may or may not carry a Central/State Government guarantee.

4) Corporate debt (of both public and private sector undertakings).

5) Obligations/ Term Deposits of banks (both public and private sector) and development financial institutions.

6) Money market instruments permitted by SEBI/RBI, having maturities of up to one year, in call money market orin alternative investment for the call money market as may be provided by the RBI to meet the liquidityrequirements.

7) Certificate of Deposits (CDs).

8) Commercial Paper (CPs).

9) Securitised Debt.

10) The non-convertible part of convertible securities.

11) Any other domestic fixed income securities as permitted by SEBI / RBI from time to time.

12) Derivative instruments like Interest Rate Swaps, Forward Rate Agreements and such other derivative instrumentspermitted by SEBI/RBI.

The securities/debt instruments mentioned above could be listed or unlisted, secured or unsecured, rated or un-ratedand of varying maturity. The securities may be acquired through Initial Public Offerings (IPOs), secondary marketoperations, private placement, rights offers or negotiated deals.

The Plan may also enter into repurchase and reverse repurchase obligations in all securities held by it as per theguidelines and regulations applicable to such transactions.

g) Changes in Fundamental Attributes:

The Trustees shall ensure that no change in the fundamental attributes of the Plans or the trust or fee and expensespayable or any other change, which would modify the Plans and affects the interests of Unit holders is carried outunless:

� a written communication about the proposed change is sent to each Unitholder and an advertisement is givenin one English daily newspaper having nationwide circulation as well as in a newspaper published in thelanguage of the region where the Head Office of the mutual fund is situated; and

� the Unitholders are given an option to exit at the prevailing Net Asset Value without any exit load.

h) Investment Strategy

Position of Debt Market in India:

The debt market in India is estimated at about Rs.700, 000 crores as of now. A bulk of the debt market consists ofGovernment Securities. Other instruments available currently include Corporate Debentures, Bonds issued by FinancialInstitutions, Commercial Paper, Certificates of Deposits and Securitized Debt. Securities in the Debt market typicallyvary based on their tenure and rating. Government Securities have tenures from one year to twenty years whereas thematurity periods of the Corporate Debt varies from one year to ten years. Securities may be both listed and unlistedbut this does not impact liquidity of the instruments. Most of the transactions in the debt market are conducted overtelephone and are entered on principal-to-principal basis. The yields and liquidity on various securities, currently, areas under:

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Issuer Instrument Maturity Yields Liquidity

GOI Treasury Bill 91 days 5.25-5.45%* High

GOI Treasury Bill 364 days 5.45-5.60%* High

GOI Short Dated 1-3 Yrs 5.70-6.00%** High

GOI Medium Dated 3-5 Yrs 5.90-5.86.40%** High

GOI Long Dated 5-10 Yrs 6.10-6.46.75%** High

Corporates Taxable Bonds (AAA) 1-3 Yrs 5.85-6. 50%*** Medium

Corporates Taxable Bonds (AAA) 3-5 Yrs 6.50-7.20%*** Low to medium

Corporates CPs (P1+) 3 months 5.60-5.75%* Medium to High

Corporates CPs (P1+) 1 Yr 5.80-6.10%* Medium

*Money Market yield**Semi-annual yield***Annualised yield

Fixed Income securities:

The AMC aims to identify securities that offer superior levels of yield at lower levels of risks. With the aim ofcontrolling risks rigorous in depth credit evaluation of the securities proposed to be invested in will be carried outby the investment team of the AMC. The credit evaluation includes a study of the operating environment of theissuer, the past track record as well as the future prospects of the issuer, the short as well as longer-term financialhealth of the issuer. Rated debt instruments in which the Plans invest will be of investment grade as rated by a creditrating agency. The AMC will be guided by the ratings of Rating Agencies such as CRISIL, CARE, ICRA and Duff andPhelps Credit Rating India Limited or any other agency approved by SEBI for this purpose. In case a debt instrumentis not rated, such investments shall be made by an internal committee constituted by AMC to approve the investmentin un-rated debt securities in terms of the parameters approved by the Board of Trustees and the Board of AssetManagement Company.

In addition, the investment team of the AMC will study the macro economic conditions, including the political,economic environment and factors affecting liquidity and interest rates. The AMC would use this analysis to attemptto predict the likely direction of interest rates and position the portfolio appropriately to take advantage of the same.

Procedure followed for investment decisions:

a) The Fund Manager of each scheme is responsible for making buy/sell decisions in respect of the securities in therespective scheme portfolios, subject to final approval by the Chief Investment Officer. The investment decisionsare made and approved on daily basis keeping in view the market conditions and all relevant aspects.

b) The AMC has an Internal Investment Committee comprising of the Managing Director, the Chief InvestmentOfficer, Fund Managers and the Research Analyst who meet at periodic intervals. The Investment Committee, atits meetings, reviews the performance of the schemes and general market outlook and formulates broad investmentstrategy.

The Chief Executive Officer who chairs the Investment Committee Meetings guides the deliberations at InvestmentCommittee. He, on an ongoing basis, reviews the portfolios of the schemes and gives directions to the ChiefInvestment Officer, where considered necessary. It is the ultimate responsibility of the Chief Investment Officer toensure that the investments are made as per the internal/Regulatory guidelines, Scheme investment objectivesand in the best interest of the unitholders of the respective schemes.

The AMC has a team comprising of eleven Fund Managers and one Research Analyst. All of these are involvedin preparation of research reports.

c) The Managing Director makes a presentation to the Board of AMC at each of its meetings indicating theperformance of the schemes. The performance of the schemes is reviewed by the Board with reference to theappropriate benchmarksand /or the performance of the schemes of the competition.

The Managing Director brings to the notice of the Board specific factors, if any, which are impacting theperformance of any individual scheme. The Board on consideration of all relevant factors may, if necessary, givedirections to AMC. Similarly, the performance of the schemes is submitted to the Trustees. The ManagingDirector explains to the Trustees the details on Schemes’ performance vis-à-vis the benchmark returns. For plansunder the scheme, presently, no suitable benchmarks are available.

d) Subsequent to the issue of Circular No.MFD/CIR/9/120/2000 dated November 24, 2000, the AMC constituted aninternal committee to approve the investment in un-rated debt securities. All such investments, as and when aremade, will be placed before the Board of Directors of AMC for its review.

e) The AMC has been recording investment decisions since the receipt of instructions from SEBI, in terms of SEBI’scircular no. MFD/CIR/ 6 / 73 /2000 dated July 27, 2000.

i) Portfolio Turnover

Portfolio turnover is defined as the aggregate of purchases and sales as a percentage of the corpus of the Planduring a specified period of time.

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The AMC’s portfolio management style is conducive to a low portfolio turnover rate. However, the AMC will takeadvantage of the opportunities that present themselves from time to time because of the inefficiencies in thesecurities markets. The AMC will endeavour to balance the increased cost on account of higher portfolio turnoverwith the benefits derived therefrom.

j) Trading in Derivatives

The Plans may use derivatives instruments like Interest Rate Swaps, Forward Rate Agreements or such other derivativeinstruments as may be introduced from time to time for the purpose of hedging and portfolio balancing and as maybe permitted under the Regulations and guidelines.

The Plans shall under normal circumstances not have exposure of more than 25% of its net assets in derivativeinstruments. The AMC may, in times of market volatility and other abnormal market conditions increase such exposurein derivative instruments upto a maximum of 50% of net assets under a Plan, with a view to protecting the interestsof the Investors under the said Plan.

i) Advantages of Derivatives:

The volatility in Indian debt markets has increased over last few months. Derivatives provide unique flexibility tothe Plans to hedge part of their portfolio. Some of the advantages of specific derivatives are as under:

ii) Interest Rate Swaps and Forward Rate Agreements:

Bond markets in India are not very liquid. Investors run the risk of illiquidity in such markets. Investing for short-term periods for liquidity purposes has its own risks. Investors can benefit if the Fund remains in call market forthe liquidity and at the same time take advantage of fixed rates by entering into a swap. It adds certainty to thereturns without sacrificing liquidity.

The following is an illustration how derivatives work. :

Basic Details: Fixed to floating swap

Notional Amount: Rs. 5 CroresBenchmark: NSE MIBORDeal Tenor: 3 months (say 91 days)Documentation: International Securities Dealers Association (ISDA).

Let us assume the fixed rate decided was 10%

At the end of three months, the following exchange will take place:Counter party 1 pays: compounded call rate for three months, say 9.90%Counter party 2 pays fixed rate: 10%

In practice, however, the difference of the two amounts is settled. Counter party 2 will pay Rs 5 Crores *0.10%*91/365 = Rs. 12,465.75

Thus the trade off for the Fund will be the difference in call rate and the fixed rate payment and this can varywith the call rates in the market. Please note that the above example is given for illustration purposes only andthe actual returns may vary depending on the terms of swap and market conditions.

iii) Risks attached with the use of derivatives:

As and when the Plans trade in the derivatives market there are risk factors and issues concerning the use ofderivatives that Investors should understand. Derivative products are specialized instruments that require investmenttechniques and risk analyses different from those associated with stocks and bonds. The use of a derivativerequires an understanding not only of the underlying instrument but of the derivative itself. Derivatives requirethe maintenance of adequate controls to monitor the transactions entered into, the ability to assess the risk thata derivative adds to the portfolio and the ability to forecast price or interest rate movements correctly. There isthe possibility that a loss may be sustained by the portfolio as a result of the failure of another party (usuallyreferred to as the “counter party”) to comply with the terms of the derivatives contract. Other risks in usingderivatives include the risk of mis pricing or improper valuation of derivatives and the inability of derivatives tocorrelate perfectly with underlying assets, rates and indices.

Thus, derivatives are highly leveraged instruments. Even a small price movement in the underlying security couldhave a large impact on their value. Also, the market for derivative instruments is nascent in India.

k) Risk Factors and special considerations:

� Investing in the Plans involves certain risks and considerations associated generally with making investments insecurities. There can be no assurance that the Plans will achieve their objectives. The value of the Plans’ investmentsmay be affected by factors affecting capital market generally, such as price and volume volatility in the fixed incomeand stock markets, interest rates, currency exchange rates, foreign investment, changes in government policy, taxation,political, economic or other developments and closure of the stock exchanges. Consequently, the Net Asset Values ofthe Plans may fluctuate, and the value of the Plans’ Units may go up or down. Past performance of mutual fundsmanaged by the Sponsor and its affiliates is not necessarily indicative of future performance of the Plans. There canbe no assurance that the Plans’ investment objectives will be achieved.

� The Trustee has a right in its sole discretion to limit redemptions under certain circumstances.

� Investors in the Plans are not being offered any guaranteed/indicated returns.

� The Sponsors will not be liable to make good or otherwise be responsible for any loss or shortfall resulting from the

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operations of the Plans, beyond the initial contribution of Rs. 22.2 lakhs made by them to the corpus of the MutualFund and the accretions and additions thereto.

� From time to time and subject to the Regulations, the Sponsors, the mutual funds and investment companiesmanaged by them, their affiliates, their associate companies, subsidiaries of the sponsors and the AMC may investeither directly or indirectly in the Plans. The funds managed by these affiliates, associates, the Sponsors, subsidiariesof the Sponsors and/or the AMC may acquire a substantial portion of Units under any Plan and collectively constitutea major Investor in such Plan. Accordingly, redemption of Units held by such funds, affiliates/associates and Sponsorsmay have an adverse impact on the Units of the concerned Plan because the timing of such redemption may impactthe ability of the other Unitholders to redeem their Units.

� As per the Regulations, in case the AMC invests in any of the schemes managed by it, it shall not be entitled tocharge any fees on such investments.

� As per SEBI circular dated December 12, 2003, ref SEBI/IMD/CIR No. 10/22701/03 and AMFI’s communication havingref. No.35/MEM-COR/55/04-05 dated December 31, 2004, each scheme and individual plan(s) under the schemesshould have a minimum of 20 investors and no single investor should account for more than 25% of the corpus ofsuch scheme/plan(s). In case of non-fulfillment with either of the above two conditions in a three months time periodor the end of succeeding calendar quarter, whichever is earlier, from the close of the Initial Public Offering (IPO) ofopen ended schemes or on an ongoing basis for each calendar quarter, the schemes /plans shall be wound up byfollowing the guidelines prescribed by SEBI and the investor’s money would be redeemed at applicable NAV.

� As per SEBI circular dated December 12, 2003 ref SEBI/IMD/CIR No. 10/22701/03, each scheme and individual plan(s)under the schemes should have a minimum of 20 investors and no single investor should account for more than25% of the corpus of such scheme/plan(s). In case of non-fulfillment with either of the above two conditions, theinvestors’ money would be refunded, in full, immediately after the close of the IPO.

Scheme/ Plan Specific Risk Factors

Fixed Income Securities:

� Interest Rate Risk: As with all debt securities, changes in interest rates may affect the Plan’s Net Asset Value as theprices of securities generally increase as interest rates decline and generally decrease as interest rates rise. Prices oflong-term securities generally fluctuate more in response to interest rate changes than do short-term securities.Indian debt markets can be volatile leading to the possibility of price movements up or down in fixed incomesecurities and thereby to possible movements in the NAV.

� Liquidity or Marketability Risk: This refers to the ease with which a security can be sold at or near to its valuationyield-to-maturity (YTM). The primary measure of liquidity risk is the spread between the bid price and the offer pricequoted by a dealer. Liquidity risk is today characteristic of the Indian fixed income market.

� Credit Risk: Credit risk or default risk refers to the risk that an issuer of a fixed income security may default (i.e., willbe unable to make timely principal and interest payments on the security). Because of this risk corporate debenturesare sold at a higher yield above those offered on Government Securities which are sovereign obligations and free ofcredit risk. Normally, the value of a fixed income security will fluctuate depending upon the changes in the perceivedlevel of credit risk as well as any actual event of default. The greater the credit risk, the greater the yield required forsomeone to be compensated for the increased risk.

� Reinvestment Risk: This risk refers to the interest rate levels at which cash flows received from the securities in thePlan are reinvested. The additional income from reinvestment is the “interest on interest” component. The risk is thatthe rate at which interim cash flows can be reinvested may be lower than that originally assumed.

� Investors are urged to study the terms of the Offer Document carefully before investing in this Plan, and to retainthis Offer Document for future reference.

� Risks attached with the use of derivatives:

As and when the Plans trade in the derivatives market there are risk factors and issues concerning the use ofderivatives that Investors should understand. Derivative products are specialized instruments that require investmenttechniques and risk analyses different from those associated with stocks and bonds. The use of a derivative requiresan understanding not only of the underlying instrument but of the derivative itself. Derivatives require the maintenanceof adequate controls to monitor the transactions entered into, the ability to assess the risk that a derivative adds tothe portfolio and the ability to forecast price or interest rate movements correctly. There is the possibility that a lossmay be sustained by the portfolio as a 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 using derivatives include the risk of mispricing or improper valuation of derivatives and the inability of derivatives to correlate perfectly with underlyingassets, rates and indices.

Thus, derivatives are highly leveraged instruments. Even a small price movement in the underlying security could havea large impact on their value. Also, the market for derivative instruments is nascent in India.

l) Investment Restrictions for the Scheme and to each Plan launched thereunder:

Pursuant to the Regulations and amendments thereto, the following investment restrictions are presently applicableto the Scheme and the Plans launched there under.

1) The initial issue expenses in respect of any Scheme will not exceed 6% of the Funds raised under that Scheme.

2) A mutual fund Scheme shall not invest more than 15% of its NAV in debt instruments issued by a single issuerwhich are rated not below investment grade by a credit rating agency authorised to carry out such activity under

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the SEBI Act. Such investment limit may be extended to 20% of the NAV of the Scheme with the prior approvalof the Board of Trustees and the Board of asset management company. Provided that, such limit shall not beapplicable for investments in government securities and money market instruments. Provided further thatinvestment within such limit can be made in mortgage backed securitised debt which are rated not belowinvestment grade by a credit rating agency registered with SEBI.

3) A mutual fund Scheme shall not invest more than 10% of its NAV in unrated debt instruments issued by asingle issuer and the total investment in such instruments shall not exceed 25% of the NAV of the Scheme. Allsuch investments shall be made by an internal committee constituted by AMC to approve the investment in un-rated debt securities in terms of the parameters approved by the Board of Trustees and the Board of AssetManagement Company.

Debentures, irrespective of any residual maturity period (above or below one year), shall attract the investmentrestrictions as applicable for debt instruments as specified under Clause 2 & 3 above.

4) Transfer of investments from one Scheme to another Scheme in the same Mutual Fund is permitted provided:

a) Such transfers are done at the prevailing market price for quoted instruments on spot basis (spot basis shallhave the same meaning as specified by a Stock Exchange for spot transactions); and

b) The securities so transferred shall be in conformity with the investment objective of the Scheme to whichsuch transfer has been made.

5) The Scheme may invest in other Schemes under the same AMC or any other Mutual Fund without charging anyfees, provided the aggregate inter-Scheme investment made by all the Schemes under the same management orin Schemes under management of any other asset management company shall not exceed 5% of the Net AssetValue of the Fund. No investment management fees shall be charged for investing in other Schemes of the Fundor in the Schemes of any other mutual fund.

6) The Fund shall get the securities purchased transferred in the name of the Fund on account of the concernedScheme, wherever investments are intended to be of a long-term nature.

7) The Fund may buy and sell securities on the basis of deliveries and shall in all cases of purchases, take deliveryof relative securities and in all cases of sale, deliver the securities and will not make any short sales or engagein carry forward transactions or badla finance. Provided that mutual funds shall enter into derivatives transactionsin a recognised stock exchange for the purpose of hedging and portfolio balancing, in accordance with theguidelines issued by SEBI.

8) All the Scheme’s investments will be in transferable securities (whether in capital markets or money markets) orbank deposits or in money at call as in privately placed debentures as securitised debt.

9) No loans for any purpose can be advanced by the Scheme.

10) No mutual fund Scheme shall make any investments in ;

a) any unlisted security of an associate or group company of the sponsor; or

a) any security issued by way of private placement by an associate or group company of the Sponsor; or

b) the listed securities of group companies of the Sponsor which is in excess of 25% of the net assets of theScheme of the Mutual Fund.

11) The Fund shall not borrow except to meet temporary liquidity needs of the Fund for the purpose of repurchase/redemption of units or payment of interest and dividend to the Unitholders. Such borrowings shall not exceedmore than 20% of the net assets of the individual Scheme/ and the duration of the borrowing shall not exceeda period of 6 months.

12) Pending deployment of funds of a Scheme in securities in terms of investment objectives of the Scheme, theAMC can invest the funds of the Scheme/ in short term deposits of scheduled commercial banks or in calldeposits.

13) The Scheme may also use various hedging and derivative products from time to time, as are available andpermitted by SEBI, in an attempt to protect and enhance the interests of the Unitholders at all times.

14) The Mutual Fund having an aggregate of securities which are worth Rs.10 crores or more, as on the latestbalance sheet date, shall subject to such instructions as may be issued from time to time by the Board, settletheir transactions entered on or after January 15, 1998 only through dematerialised securities. Further alltransactions in government securities shall be in dematerialised form.

m) Underwriting by the Fund

Subject to the Regulations, the Scheme may enter into underwriting agreements after the Fund obtains a certificateof registration in terms of the Securities and Exchange Board of India (Underwriters) Rules and the Securities andExchange Board of India (Underwriters) Regulations, 1993, authorizing it to carry on activities as underwriters.

The capital adequacy norms for the purpose of underwriting shall be the net assets of the Scheme and the underwritingobligation of the Scheme shall not at any time exceed the total net asset value of the Scheme.

n) Computation of Net Asset Value

The NAV of the Units of the Plans will be computed by dividing the net assets of the Plan by the number of Unitsoutstanding on the valuation date. The Fund shall value its investments according to the valuation norms, as

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specified in Schedule VIII of the Regulations, or such norms as may be prescribed by SEBI from time to time. Thebroad valuation norms are detailed below. These norms are indicated based on the current Regulations and theguidelines/instructions issued by SEBI. In terms of SEBI letter no MFD/CIR/8(A)/104/2000 dated October 3, 2000, theguidelines on valuation of non traded and thinly traded debt securities come into force from December 1, 2000.

1. Traded Securities:

When a security (other than Government Securities) is not traded on any stock exchange on a particular valuationday, the value at which it was traded on the selected stock exchange or any other stock exchange, as the casemay be, on the earliest previous day may be used provided such date is not more than thirty days prior tovaluation date.

2. Thinly Traded Securities:

Thinly Traded Debt Securities:

A debt security (other than Government Securities) that has a trading volume of less than Rs. 5 crores in theprevious calendar month shall be considered as a thinly traded security based upon information provided by therelevant stock exchange on the volume of debt securities traded.

A thinly traded debt security as defined above would be valued as per the norms set for non-traded debtsecurity, provided hereinbelow.

3. Non Traded Securities:

When a security (other than Government Securities) is not traded on any stock exchange for a period of thirtydays prior to the valuation date, the scrip must be treated as a ‘non traded’ security.

VALUATION OF NON-TRADED / THINLY TRADED SECURITIES

Non traded/ thinly traded securities shall be valued “in good faith” by the asset management company on the basisof the valuation principles laid down below:

(a) Non Traded/Thinly Traded Debt Securities of Upto 182 Days to Maturity:

As the money market securities are valued on the basis of amortization (cost plus accrued interest till thebeginning of the day plus the difference between the redemption value and the cost spread uniformly over theremaining maturity period of the instruments) the same process should be adopted for non-traded debt securitieswith residual maturity of upto 182 days, in the absence of any other standard benchmarks in the market. Allother non-traded Non Government debt instruments should be valued using the method suggested below.

(b) Non Traded/ Thinly Traded Debt Securities of Over 182 Days to Maturity.

For the purpose of valuation, all Non Traded Debt Securities would be classified into “Investment grade” and“Non Investment grade” securities based on their credit ratings. The non-investment grade securities wouldfurther be classified as “Performing” and “Non Performing” assets.

� All Non Government investment grade debt securities, classified as not traded, shall be valued on yield tomaturity basis as described below.

� All Non Government non-investment grade performing debt securities would be valued at a discount of25% to the face value.

� All Non Government non-investment grade non-performing debt securities would be valued based on theprovisioning norms.

The approach in valuation of non traded debt securities is based on the concept of using spreads over thebenchmark rate to arrive at the yields for pricing the non traded security.

The Yields for pricing the non traded debt security would be arrived at using the process as defined below.

Step A

A Risk Free Benchmark Yield is built using the government securities (GOI Sec) as the base. GOI Secs are usedas the benchmarks as they are traded regularly; free of credit risk; and traded across different maturity spectrumsevery week.

Step B

A Matrix of spreads(based on the credit risk) are built for marking up the benchmark yields. The matrix is builtbased on traded corporate paper on the wholesale debt segment of an appropriate stock exchange and theprimary market issuances. The matrix is restricted only to investment grade corporate paper.

Step C

The yields as calculated above are Marked-up/Marked-down for ill-liquidity risk

Step D

The Yields so arrived are used to price the portfolio

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METHODOLOGY

A. Construction of Risk Free Benchmark

Using Government of India dated securities, the Benchmark shall be constructed as below:

� Government of India Dated securities will be grouped into the following duration buckets viz., 0.5-1 years,1-2 years, 2-3 years, 3-4 years, 4-5 years, 5-6 years and greater than 6 years and the volume weighted yieldwould be computed for each bucket. Accordingly, there will be a benchmark YTM for each duration bucket.

The benchmark as calculated above will be set weekly, and in the event of any change in the Reserve Bankof India (RBI) policies affecting interest rates during the week, the benchmark will be reset to reflect anychange in the market conditions.

Note: The concept of duration over tenor has been chosen in order to capture the reinvestment risk. It isintended to gradually move towards a methodology that incorporates the continuous curve approach forvaluation of such securities. However, in view of the current lack of liquidity in the corporate bond markets,a continuous curve approach to valuation would be necessarily based on limited data points, and thiswould result in out of line valuations. As an interim methodology therefore it is proposed that the DurationBucket approach be adopted and continuously tracked in order to fine tune the duration buckets on aperiodic basis. Over the next few years it is expected that with the deepening of the secondary markettrading, it would be possible to make a gradual move from the Duration Bucket approach towards acontinuous curve approach.

B. Building a Matrix of Spreads for Marking-up the Benchmark Yield

Mark up for credit risk over the risk free benchmark YTM as calculated in step A, will be determined usingthe trades of corporate debentures/bonds of different ratings. All trades on appropriate stock exchangeduring the fortnight prior to the benchmark date will be used in building the corporate YTM and spreadmatrices. Initially these matrices will be built only for corporate securities of investment grade. The matricesare dynamic and the spreads will be computed every week. The matrix will be built for all duration bucketsfor which the benchmark GOI matrix is built to effectively link the corporate matrix with the GOI securitiesmatrix. Accordingly:

� All traded paper (with minimum traded value of Rs. 1 crore) will be classified by their ratings andgrouped into 7 duration buckets; for rated securities, the most conservative publicly available rating willbe used;

� For each rating category, average volume weighted yield will be obtained both from trades on theappropriate stock exchange and from the primary market issuances

� Where there are no secondary trades on the appropriate stock exchange in a particular rating categoryand no primary market issuances during the fortnight under consideration, then trades on appropriatestock exchange during the 30 day period prior to the benchmark date will be considered for computingthe average YTM for such rating category;

� If the matrix cannot be populated using any or all of the above steps, then credit spreads from tradeson appropriate stock exchange of the relevant rating category over the AAA trades will be used topopulate the matrix;

� In each rating category, all outliers will be removed for smoothening the YTM matrix;

� Spreads will be obtained by deducting the YTM in each duration category from the respective YTM ofthe GOI securities;

� In the event of lack of trades in the secondary market and the primary market the gaps in the matrixwould be filled by extrapolation. If the spreads cannot be extrapolated for the reason of practicality, thegaps in the matrix will be filled by carrying the spreads from the last matrix.

C. Mark-up/Mark-down Yield

The Yields calculated would be marked-up/marked –down to account for the ill-liquidity risk, promoterbackground, finance company risk and the issuer class risk. As the level of ill-liquidity risk would be higherfor non rated securities the marking process for rated and non rated securities would be differentiated asfollows

C(I) Adjustments for Securities rated by external rating agencies

The Yields so derived out of the above methodology could be adjusted to account for risk mentionedabove.

A Discretionary discount/premium of upto +/-50 Basis Points for securities having a duration of upto 2 yearsand upto +/- 25 Basis Points for securities having duration higher than 2 years will be permitted to beprovided for the above mentioned types of risks. The rationale for the above discount structure is to takecognizance of the differential interest rate risk of the securities. This structure will be reviewed periodically.

C(II) Adjustments for Internally Rated Securities

To value an un-rated security, the fund manager has to assign an internal credit rating, which will be usedfor valuation. Since un-rated instruments tend to be more illiquid than rated securities, the yields would bemarked up by adding +50 basis point for securities having a duration of upto two years and +25 basispoint for securities having duration of higher than two years to account for the illiquidity risk.

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Valuation of securities with Put/Call Options

The option embedded securities would be valued as follows:

Securities with call option:

The securities with call option shall be valued at the lower of the value as obtained by valuing the security tofinal maturity and valuing the security to call option.

In case there are multiple call options, the lowest value obtained by valuing to the various call dates and valuingto the maturity date is to be taken as the value of the instrument.

Securities with Put option

The securities with put option shall be valued at the higher of the value as obtained by valuing the security tofinal maturity and valuing the security to put option

In case there are multiple put options, the highest value obtained by valuing to the various put dates andvaluing to the maturity date is to be taken as the value of the instruments.

Securities with both Put and Call option on the same day

The securities with both Put and Call option on the same day would be deemed to mature on the Put/Call dayand would be valued accordingly.

Government securities (not traded for more than 30 days or one which would qualify as a thinly tradedsecurity) will be valued at cost plus accrual and amortizing the discount or premium over the life of the security.

4. Fixed Income and Money Market Securities

While investments in call money, bills purchased under rediscounting Plan and short-term deposits with banksshall be valued at cost plus accrual; other money market instruments shall be valued at the yield at which theyare traded. For this purpose, instruments not traded for a period of seven days will either be valued at cost plusinterest accrued till the beginning of the day plus the difference between the redemption value and the costspread uniformly over the remaining maturity period of the instruments or valued on the basis recommended bythe AMC, which will be reviewed by the Trustees periodically.

5. Expenses and Incomes Accrued

All expenses and incomes accrued up to the valuation date shall be considered for computation of NAV. For thispurpose, major expenses like management fees and other periodic expenses would be accrued on a daytodaybasis. The minor expenses and income will be accrued on a periodic basis, provided the non daily accrual doesnot affect the NAV calculations by more than 1%.

6. Changes in securities and in number of units:

Any changes in securities and in the number of units will be recorded in the books not later than the firstvaluation date following the date of transaction. If this is not possible, given the frequency of NAV disclosure,the recording may be delayed up to a period of seven days following the date of the transaction, provided as aresult of such non recording, the NAV calculation shall not be affected by more than 2%.

The valuation guidelines as outlined above are as per prevailing Regulations and are subject to change fromtime to time in conformity with changes made by SEBI.

7. Valuation of Derivative Products :

i. The traded derivatives shall be valued at market price in conformity with the stipulations of sub clauses (i)to (v) of clause 1 of the Eighth Schedule to the Securities and Exchange Board of India (Mutual Funds)Regulations, 1996, as amended by SEBI circular no. MFD/CIR/8/92/2000 dated September 18, 2000.

ii. The valuation of untraded derivatives shall be done in accordance with the valuation method for untradedinvestments prescribed in sub clauses (i) and (ii) of clause 2 of the Eighth Schedule to the Securities andExchange Board of India (Mutual Funds) Regulations, 1996, as amended by SEBI circular no. MFD/CIR/8/92/2000 dated September 18, 2000.

NAV of units under the Plans shall be calculated as shown below :Market or Fair Value of Plan’s investments + Current Assets

- Current Liabilities and ProvisionNAV (Rs.) = _____________________________________________________

No. of Units outstanding under Plan

The NAV of the Plans will be calculated as of the close of every Business Day. The valuation of the Plan’s assetsand calculation of the Plan’s NAV shall be subject to audit on an annual basis and such regulations as may beprescribed by SEBI from time to time.

The NAV shall be calculated and announced on each Business Day. The NAVs of Cumulative Option and DividendOption will be different after the declaration of first dividend under the Plan.

o) Accounting Policies & Standards

In accordance with the Regulations, the AMC will follow the accounting policies and standards, as detailed below:

a) The AMC, for each Plan, shall keep and maintain proper books of account, records and documents, so as to

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explain its transactions and to disclose at any point of time the financial position of the Plan and, in particular,give a true and fair view of the state of affairs of the Fund.

b) For the purposes of the financial statements, each Plan shall mark all investments to market and carry investmentsin the balance sheet at market value. However, since the unrealized gain arising out of appreciation on investmentscannot be distributed, provision shall be made for exclusion of this item when arriving at distributable income.

c) In respect of all interest-bearing investments, income shall be accrued on a day to day basis as it is earned.Therefore, when such investments are purchased, interest paid for the period from the last interest due date upto the date of purchase should not be treated as a cost of purchase but shall be debited to Interest RecoverableAccount. Similarly, interest received at the time of sale for the period from the last interest due date up to thedate of sale must not be treated as an addition to sale value but shall be credited to Interest RecoverableAccount.

d) In determining the holding cost of investments and the gains or loss on sale of investments, the “average cost”method shall be followed for each security.

e) Transactions for purchase or sale of investments shall be recognized as of the trade date and not as of thesettlement date, so that the effect of all investments traded during a financial year are recorded and reflected inthe financial statements for that year. Where investment transactions take place outside the stock market, forexample, acquisition through private placement or purchases or sales through private treaty, the transactionwould be recorded, in the event of a purchase, as of the date on which the Plan obtains an enforceableobligation to pay the price or, in the event of a sale, when the Plan obtains an enforceable right to collect theproceeds of sale or an enforceable obligation to deliver the instruments sold.

f) When units are sold in the Plan, an appropriate part of the sale proceeds shall be credited to an EqualizationAccount and when units are repurchased an appropriate amount shall be debited to Equalization Account. Thenet balance on this account shall be credited or debited to the Revenue Account. The balance on the EqualizationAccount debited or credited to the Revenue Account shall not decrease or increase the net income of the Fundbut is only an adjustment to the distributable surplus. It shall therefore be reflected in the Revenue Account onlyafter the net income of the Fund is determined.

g) When units are sold, after considering the equalization as above, the difference between the sale price and theface value of the Unit, if positive, shall be credited to reserves and if negative, shall be debited to reserve, theface value being credited to Capital Account. Similarly, when the Units are repurchased, after considering theequalization as above, the difference between the purchase price and face value of the Unit, if positive, shall bedebited to reserves and, if negative, shall be credited to reserves, the face value being debited to the CapitalAccount.

h) The cost of investments acquired or purchased shall include brokerage, stamp charges and any charge customarilyincluded in the broker’s bought note. In respect of privately placed debt instruments any front-end discountoffered shall be reduced from the cost of the investment.

i) Underwriting commission shall be recognized as revenue only when there is no devolvement on the Plan. Wherethere is devolvement on the Plan, the full underwriting commission received and not merely the portion applicableto the devolvement shall be reduced from the cost of the investment.

The accounting policies and standards outlined above are as per the existing Regulations and are subject to changeas per changes in the Regulations.

(E) Reclassification of assets :

Upon reclassification of assets as ‘performing assets’:

1. In case a company has fully cleared all the arrears of interest, the interest provisions can be written back in full.

2. The asset will be reclassified as performing on clearance of all interest arrears and if the debt is regularly servicedover the next two quarters.

3. In case the company has fully cleared all the arrears of interest, the interest not credited on accrual basis wouldbe credited at the time of receipt.

4. The provision made for the principal amount can be written back in the following manner:-

� 100% of the asset provided for in the books will be written back at the end of the 2nd quarter where theprovision of principal was made due to the interest defaults only.

� 50% of the asset provided for in the books will be written back at the end of the 2nd quarter and 25%after every subsequent quarter where both installments and interest were in default earlier.

5. An asset is reclassified as ‘standard asset’ only when both overdue interest and overdue installments are paid infull and there is satisfactory performance for a subsequent period of 6 months.

(F) Receipt of past dues :

When the fund has received income/principal amount after their classifications as NPAs;

� For the next 2 quarters, income should be recognized on cash basis and thereafter on accrual basis. The assetwill be continued to be classified as NPA for these two quarters.

� During this period of two quarters although the asset is classified as NPA no provision needs to be made for theprincipal if the same is not due and outstanding

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� If part payment is received towards principal, the asset continues to be classified as NPA and provisions arecontinued as per the norms set at (D) above. Any excess provision will be written back.

(G) Classification of Deep Discount Bonds as NPAs :

Investments in Deep Discount Bonds can be classified as NPAs, if any two of the following conditions are satisfied:

� If the rating of the Bond comes down to grade ‘BB’ or below.

� If the company is defaulting in their commitments in respect of other assets, if available.

� Full Net worth erosion.

Provision should be made as per the norms set at (D) above as soon as the asset is classified as NPA.

Full provision can be made if the rating comes down to grade ‘D’

(H) Reschedulement of an asset :

In case any company defaults either interest or principal amount and the fund has accepted a reschedulement of theschedule of payments, then the following practice may be adhered to :

(i) In case it is a first reschedulement and only interest is in default, the status of the asset namely, ‘NPA’ may becontinued and existing provisions should not be written back. This practice should be continued for twoquarters of regular servicing of the debt. Thereafter, this be classified as ‘performing asset’ and the interestprovided may be written back.

(ii) If the reschedulement is done due to default in interest and principal amount, the asset should be continued asnon performing for a period of 4 quarters, even though the asset is continued to be serviced during these 4quarters regularly. Thereafter, this can be classified as ‘performing asset’ and all the interest provided till suchdate should be written back.

(iii) If the reschedulement is done for a second/third time or thereafter, the characteristic of NPA should be continuedfor eight quarters of regular servicing of the debt. The provision should be written back only after it is reclassifiedas ‘performing asset’.

(I) Disclosure in the Half Yearly Portfolio Reports :

The mutual funds shall make scripwise disclosures of NPAs on half yearly basis along with the half yearly portfoliodisclosure.

The total amount of provisions made against the NPAs shall be disclosed in addition to the total quantum of NPAsand their proportion of the assets of the mutual fund scheme. In the list of investments an asterisk mark shall begiven against such investments which are recognized as NPAs. Where the date of redemption of an investment haslapsed, the amount not redeemed shall be shown as ‘Sundry Debtors’ and not investment provided that where aninvestment is redeemable by installments, that will be shown as an investment until all installments have becomeoverdue.

The guidelines for identification and provisioning for non-performing assets in respect of debt securities are as perthe existing Regulations and are subject to change as per changes in the Regulations.

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SECTION IIIUNITS & THE INITIAL OFFER

GENERAL INFORMATIONa) (i) Initial Issue Expenses

The total Initial Issue Expenses chargeable under Plan as per the current Regulations are subject to a maximumof 6% of the amount collected during the Initial Offer Period. The Initial Issue expenses charged to the Schemeas per this Offer Document will be limited to 6.00% of the amount mobilised under the Initial Offer Period.

(ii) Past Schemes

The details of the schemes launched prior to the date of this document and the Initial Issue Expenses chargedthereunder are as follows:

Name of the Scheme Date of launch Initial Issue Expenses chargedto the Scheme

(as per the disclosure madein the Offer Documents)

Prudential ICICI Income Plan June 4, 1998 Nil

Prudential ICICI Growth Plan June 4, 1998 Nil

Prudential ICICI Liquid Plan June 4, 1998 Nil

Prudential ICICI FMCG Fund February 15, 1999 1%

Prudential ICICI Tax Plan July 9, 1999 1%

Prudential ICICI Gilt Fund July 21, 1999 Nil

Prudential ICICI Balanced Fund September 20, 1999 1%

Prudential ICICI Technology Fund January 7, 2000 1.75%

Prudential ICICI Monthly Income Plan September 28, 2000 Nil

Prudential ICICI Fixed Maturity Plan December 20, 2000 Nil

Prudential ICICI Gilt Treasury - 1 Year Plus Plan April 26, 2001 Nil

Prudential ICICI Child Care Plan July 16, 2001 Gift Plan : 2.50%

Study Plan: 1.50%

Prudential ICICI Short Term Plan October 18, 2001 Nil

Prudential ICICI Index Fund February 15, 2002 1.50%

Prudential ICICI Sweep Plan February 27, 2002 Nil

Prudential ICICI FMP Yearly- Series 5 March 22, 2002 Nil

Prudential ICICI Long Term Plan March 26, 2002 Nil

Prudential ICICI FMP 1 Year Plus Plan – Series 6 June 27, 2002 Nil

Prudential ICICI FMP One Year Plus Plan - Series 7 August 19, 2002 Nil

Prudential ICICI FMP One Year Plus Plan – Series 8 September 16, 2002 Nil

Prudential ICICI Flexible Income Plan September 16, 2002 Nil

Prudential ICICI Dynamic Plan October 7, 2002 2.50%*

SENSEX Prudential ICICI Exchange Traded Fund January 6, 2003 Nil

Prudential ICICI FMP One Year Plus Plan – Series 12 March 17, 2003 Nil

Prudential ICICI Floating Rate Fund March 28, 2003 Nil

Prudential ICICI Flexible Income Plus Plan May 22, 2003 Nil

Prudential ICICI Deposit Plus NRI Series October 3, 2003 Nil

Prudential ICICI Gilt Fund Investment Plan –PF Option November 3, 2003 Nil

Prudential ICICI Advisor Series November 10, 2003 2.40%

Prudential ICICI Gilt Fund - Treasury Plan –PF Option 19th January, 2004 Nil

Prudential ICICI Fixed Maturity Plan –Yearly Series 23 December 15, 2003 Nil

Prudential ICICI Fixed Maturity Plan –Series 25 - Quarterly August 10, 2004 Nil

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Prudential ICICI Fixed Maturity Plan –Series 25 15 months August 10, 2004 Nil

Prudential ICICI Fixed Maturity Plan –Series 25 1 Year Plus 6th September 2004 Nil

Prudential ICICI Fixed Maturity Plan –Series 26 Quarterly August 31, 2004 Nil

Prudential ICICI Fixed Maturity Plan –Series 24 – Yearly March 15, 2004 Nil

Prudential ICICI Fixed Maturity Plan –Series 24 – Quarterly March 15, 2004 Nil

Prudential ICICI Discovery Plan July 9, 2004 Nil

Prudential ICICI Long Term Floating Plan August 24, 2004 Nil

Prudential ICICI Income Multiplier Fund February 16, 2004 Nil

Prudential ICICI Emerging S.T.A.R.(Stocks Targeted At Returns) Fund September 6, 2004 3.75%**

*Actual expenses charged to this scheme were limited to 1.33%.** Actual expenses charged to this scheme were limited to 0.30%

b) Pledge of Units for loans

The Units can be pledged by the Unitholders as security for raising loans subject to the conditions of the lendinginstitution. The Registrar will take note of such pledge / charge in its records.

c) Who can Invest?

The following persons are eligible and may apply for subscription to the Units of the Plan (subject, wherever relevant,to purchase of units of Mutual Funds being permitted under respective constitutions and relevant statutory regulations):� Resident adult individuals either singly or jointly (not exceeding three)� Minor through parent/lawful guardian

� Companies, Bodies Corporate, Public Sector Undertakings, association of persons or bodies of individuals andsocieties registered under the Societies Registration Act, 1860 (so long as the purchase of units is permittedunder the respective constitutions)

� Religious and Charitable Trusts under the provisions of 11(5)(xii) of Income-tax Act, 1961 read with Rule 17C ofIncome-Tax Rules, 1962

� Partnership Firms

� Karta of Hindu Undivided Family (HUF)� Banks & Financial Institutions� Non-resident Indians/Persons of Indian origin residing abroad (NRIs) on full repatriation basis or on non

repatriation basis� Foreign Institutional Investors (FIIs) registered with SEBI on full repatriation basis� Army, Air Force, Navy and other para-military funds

� Scientific and Industrial Research Organizations� Mutual fund Schemes

d) How to apply?

Purchase of Units after the Initial Offer Period

On going subscriptions will be received under each of the Plans only during the Specified Subscription Periods. Itshould be noted that the Specified Subscription Periods indicated may change and the Trustee shall notify changesbefore the commencement of revised Specified Subscription Periods by a suitable display in the Customer ServiceCenters of AMC. Applications by new Investors (i.e. other than existing Unitholders) must be for a minimum applicationamount.

The Trustee shall, after the Initial Offer Period, have absolute discretion to accept/reject any application for purchaseof Units, if in the opinion of the Trustee, increasing the size of Plan Unit capital is not in the general interest of theUnitholders, or the Trustee for any other reason believes it would be in the best interest of the Plan /Unitholders ofthe Plans to accept/reject such an application.

i) How to Purchase?

The application forms for the purchase of Units of the Plans will be available at the office of the AMC and theCustomer Service Centres. New Investors can purchase Units by completing an Application Form. ExistingUnitholders may use the transaction slip for additional purchases sent with the Account Statement or a newApplication Form. Payment for purchase of Units will be accepted only through a cheque or demand draft drawnpayable at the centre where the application is lodged, drawn in favour of “Prudential ICICI Fixed Maturity Plan”.

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Prudential ICICI Mutual Fund

Investors at places other than where the Customer Service Centres are located are requested to make thepayment without deducting the demand draft charges. The Fund will not entertain any requests for reimbursementof demand draft charges.Outstation cheques and cash will not be accepted under any circumstances.

Investors should complete the Application Form and deliver the same along with the cheque/draft at any of theCustomer Service Centres of the AMC, listed on the last page of this Offer Document.As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account numbers intheir applications for purchase or redemption of Units.Under normal circumstances, an Account Statement/Transaction Confirmation will be mailed to the Investor,indicating the number of Units purchased within 3 Business Days of the acceptance of a valid application forpurchase of Units.In the event of non-realization of any cheque or other instrument remitted by the Investor, the transaction ofcrediting the Unitholder’s account will be reversed.

ii) Purchase by NRIsUnits will be issued to NRIs subject to the Investor providing the required documents to the Fund.

iii) Applicable NAVIn respect of valid applications received upto 3 p.m. by the Mutual Fund alongwith a local cheque or a demanddraft payable at par at the place where the application is received, the closing NAV of the day on whichapplication is received shall be applicable.In respect of valid applications received after 3.00 p.m. by the Mutual Fund alongwith a local cheque or ademand draft payable at par at the place where the application is received, the closing NAV of the next businessday shall be applicable.However, in respect of valid applications with outstation cheques/demand drafts not payable at par at the placewhere the application is received, closing NAV of the day on which cheque/demand draft is credited shall beapplicable.

e) Application under Power of Attorney/ Body Corporate/Registered Society/ Trust/ PartnershipIn case of an application under Power of Attorney or by a limited company, body corporate, registered society, trustor partnership, etc., the relevant Power of Attorney or the relevant resolution or authority to make the application asthe case may be, or duly certified copy thereof, along with the memorandum and articles of association/bye-lawsmust be lodged at the Registrar’s Office within three days from the date of close of the Initial Offer Period.

f) Joint ApplicantsIn the event an Account has more than one registered owner, the first-named holder (as determined by reference tothe original Application Form) shall receive the Account Statements/Transaction Confirmations, all notices andcorrespondence with respect to the Account, as well as the proceeds of any redemption requests or dividends orother distributions. In addition, such Unitholders shall have the voting rights, associated with such Units, as per theapplicable guidelines.

Applicants can specify the ‘mode of holding’ in the Application Form as ‘Jointly’ or ‘Anyone or Survivor’. In the caseof holding specified as ‘Jointly’, redemptions and all other requests relating to monetary transactions would have tobe signed by all joint holders. However, in cases of holding specified as ‘Anyone or Survivor’, any one of theUnitholders will have the power to make redemption requests, without it being necessary for all the Unitholders tosign. However, in all cases, the proceeds of the redemption will be paid to the first-named holder.

g) Nomination FacilityNomination Forms are available alongwith the application forms at any of the Customer Service Centres of the AMC.

It may, however, be noted that in the event of death of the Unitholder and in the event a nominee has been named,the nominee shall stand transposed in respect of the Units held by the Unit holder. Such nominee (new Unit holder)will hold the Units in trust for and on behalf of the estate of the original Unit holder and his / her legal heirs. Suchpayments made by the AMC shall be full and valid discharge of the AMC / Fund from all further liabilities in respectof the sums so paid.

The AMC shall have the right to ask for any additional information / documentation as it may deem necessary tosatisfy itself as to the identity of the Nominee/ Claimant including but not limited to procuring an Indemnity Bond.

Where the units are held by more than one person jointly, the joint unitholders may together nominate a person inwhom all the rights in the units shall vest in the even of death of all the joint unit holders.

h) Issuance of UnitsUnder normal circumstances, an Account Statement/Transaction Confirmation will be mailed to the Investor, indicatingthe number of Units purchased within 3 Business Days of the acceptance of a valid application for purchase of Units.In the event of non-realization of any cheque or other instrument remitted by the Investor, the transaction ofcrediting the Unitholder’s account will be reversed.

i) Account StatementsThe Account Statements shall be non-transferable. If the Unitholder so desires, non-transferable unit certificates willbe issued within six weeks of the receipt of request for the certificate.

Allotment of Units and despatch of Account Statements to FIIs will be subject to RBI approval.

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j) Redemption of Units

The Units can be redeemed (i.e., sold back to the Fund) on the Specified Redemption Date under each Plan or onevery Business Day, at the Redemption Price (hereinafter defined) commencing from not later than 30 days after theclose of the Initial Offer Period. Redemption requests can be made for minimum redemption amounts or above. Theprovisional details of such Specified Redemption Dates are given on Page 47. It should be noted that the SpecifiedRedemption Dates indicated may change and the Trustee shall notify changes before the each revised SpecifiedRedemption Date by a suitable display in the Customer Service Centers of AMC.

A Unitholder may request redemption of a specified amount or a specified number of Units. If only the redemptionamount is specified by the Unitholder, the Fund will divide the redemption amount so specified by the applicableredemption price per unit to arrive at the number of Units.

In case an Investor has purchased Units on more than one Business Day (either during the Initial Offer Period, orthrough subsequent purchases), the Units purchased prior in time (i.e. those Units which have been held for thelongest period of time) will be deemed to have been redeemed first i.e. on a First-in-First-Out basis.

Unitholders may also request for redemption of their entire holding and close the account by indicating the same atthe appropriate place in the Redemption Request Form.

i) Redemption Price

The redemption will be at Applicable NAV on the Specified Redemption Date of the respective Plans the Units ofwhich are sought to be redeemed by the Unitholder. For the redemptions made on the Specified RedemptionDates, for the present, the Trustee does not intend to charge any exit load. The Unitholders may also redeemtheir investments on any other Business Day (other than Specified Redemption Date), subject to payment of exitload.

The Redemption Price of the Units will be computed as follows:

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

For example, if a Unit holder wishes to exit the Quarterly Plan on a Business Day other than on the SpecifiedRedemption Date and assuming that the applicable NAV of the said Plan on the said Business Day is Rs.12/-, theredemption price would be:

Rs.12 * (1-0.005) = Rs.11.94

Investors may note that the Trustee has a right to prescribe or modify the load structure with prospective effectand to introduce an entry load or a combination of entry and exit loads or a differential load structure based onthe tenor and the amount of investment, subject to the Regulations. Please refer to the section titled “LoadStructure” on page 64 for further details.

The Fund shall ensure that the Redemption Price is not lower than 93% of the NAV and the Purchase Price isnot higher than 107% of the NAV, provided that the difference between the Redemption Price and PurchasePrice of the Units shall not exceed the permissible limit of 7% of the Purchase Price, as provided for under theRegulations.

ii) Applicable NAV

In respect of valid applications received upto 3.00 p.m. by the Mutual Fund, same day’s closing NAV shall beapplicable.

In respect of valid applications received after 3.00 p.m. by the Mutual Fund, the closing NAV of the nextbusiness day shall be applicable.

In view of the above, the Mutual Fund shall ensure that there is an uniformity in time taken for issuingredemption proceeds to all investors.

iii) How to Redeem?

The redemption requests can be made on the transaction slip for redemption available at the Customer ServiceCentres. The redemption request can be made at any of the Customer Service Centres as listed in this OfferDocument. In case the Units are standing in the names of more than one Unitholder, where mode of holding isspecified as ‘Jointly’, redemption requests will have to be signed by all joint holders. However, in cases ofholding specified as ‘Anyone or Survivor’, any one of the Unitholders will have the power to make redemptionrequests, without it being necessary for all the Unitholders to sign. However, in all cases, the proceeds of theredemption will be paid only to the first-named holder.

The Unitholder may either request for mailing of the redemption proceeds to his/her address or collection of thesame from the Customer Service Center.

iv) Payment of Proceeds

All redemption requests received prior to 3.00 p.m. on any Business Day (including Specified Redemption Date)will be considered accepted on that Business Day, subject to the redemption request being complete in allrespects, and will be priced on the basis of the Redemption Price (subject to the applicable load) for that day.Where an application is received after the cut-off time, as above, the request will be deemed to have beenreceived on the next Business Day. Please see page 62 ‘Right to Limit Redemption’ and page 62 ‘Suspension ofSale and Redemption of Units’.

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As per the Regulations, the Fund shall despatch the redemption proceeds within 10 (ten) Business Days (workingdays) from the date of acceptance of redemption request at any of the Customer Service Centres.

As per the guidelines issued by SEBI, in the event of failure to dispatch the redemption or repurchase proceedswith in 10 working days, the AMC is liable to pay interest to the Unit holders @ 15% p.a. or such other rateas may be notified by SEBI from time to time. SEBI has further advised the mutual funds that in the event ofpayment of interest to the Unit holders, such Unit holders should be informed about the rate and the amountof interest paid to them.

The Fund will, under normal circumstances, endeavor to dispatch the redemption cheques within one BusinessDay from the date of acceptance of the redemption request at any of the Customer Service Centers. This servicestandard will apply only at the notified centers where RBI handles clearing directly and is able to transfer fundsfrom Mumbai on the same-day-value basis. In respect of all non-RBI centers, for redemption payments, AMC willtake additional day(s) – not exceeding 3 Business Days- that would essentially be linked to the time taken bybanks to clear funds at such Non-RBI centers

The redemption cheque will be issued in favour of the sole/first Unitholder’s registered name and bank accountnumber and will be sent to the registered address of the sole/first holder as indicated in the original ApplicationForm. The redemption cheque will be payable at par at all the places where the Customer Service Centres arelocated. The bank charges for collection of cheques at all other places will be borne by the Unitholder.

As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account numbers intheir applications for purchase or redemption of Units.

A fresh Transaction Confirmation will be sent by the Registrar to the redeeming Investors, indicating the newbalance to the credit in the Account.

The Fund may close a Unitholder’s account if, as a consequence of redemption, the balance falls below theminimum application amount and a period of 30 (thirty) days has elapsed after the issue of notice to theUnitholder by the AMC requesting him to bring the amount in the account to the minimum described aboveand the Unitholder fails to do so.

If a Unitholder makes a redemption request immediately after purchase of Units, the Fund shall have a right towithhold the redemption request till sufficient time has elapsed to ensure that the amount remitted by him (forpurchase of Units) is realized and the proceeds have been credited to the Plan’s Account. However, this is onlyapplicable if the value of redemption is such that some or all of the freshly purchased Units may have to beredeemed to effect the full redemption.

v) Redemption by NRIs/FIIs

Units held by an NRI Investor and FIIs may be redeemed by such Investor in accordance with the proceduredescribed above and subject to any procedures laid down by RBI. Such redemption proceeds will be paid bymeans of a Rupee cheque payable to NRIs/FIIs subject to RBI procedures and approvals, and subject to deductionof tax at source, as applicable.

In terms of the Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000 issued under the ForeignExchange Management Act, 1999 (FEMA) the RBI has granted general permission to NRIs and FIIS who havepurchased units issued by mutual funds in accordance with the aforesaid notification to tender units to themutual funds for repurchase or for the payment of maturity proceeds

vi) Effect of Redemptions

The Unit Capital and Reserves of the Plan will stand reduced by an amount equivalent to the product of thenumber of Units redeemed and the redemption price per unit as on the second day of the date of redemption.

vii) Fractional Units

Since a request for redemption or purchase is generally made in Rupee amounts and not in terms of number ofUnits of the Plan, an Investor may be left with Fractional Units. Fractional Units will be computed and accountedfor up to three decimal places. However, Fractional Units will in no way affect the Investor’s ability to redeem theUnits, either in part or in full standing to the Unitholder’s credit.

viii) Right to Limit Redemptions

The Trustee and Board of Directors of AMC may, in the general interest of the Unitholders of the Plans offeredunder this Offer Document and keeping in view the unforeseen circumstances/unusual market conditions, limitthe total number of Units which may be redeemed on any Business Day to 5% of the total number of Unitsthen in issue or such other percentage as the Trustee may determine.

Any Units, which by virtue of these limitations are not redeemed on a particular Business Day, will be carriedforward for redemption to the next Business Day, in order of receipt. Redemptions so carried forward will bepriced on the basis of the Applicable NAV (subject to the prevailing load) of the Business Day on whichredemption is made. Under such circumstances, to the extent multiple redemption requests are received at thesame time on a single Business Day, redemptions will be made on pro-rata basis, based on the size of eachredemption request, the balance amount being carried forward for redemption to the next Business Day(s).

ix) Suspension of Sale and Redemption of Units

The Trustee and the Board of Directors of the AMC may decide to temporarily suspend determination of NAV of

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the Scheme offered under this Document, and consequently sale and redemption of Units, in any of thefollowing events:

1. When one or more stock exchanges or markets, which provide basis for valuation for a substantial portionof the assets of the Scheme are closed otherwise than for ordinary holidays.

2. When, as a result of political, economic or monetary events or any circumstances outside the control of theTrustee and the AMC, the disposal of the assets of the Scheme is not reasonable, or would not reasonablybe practicable without being detrimental to the interests of the Unitholders.

3. In the event of breakdown in the means of communication used for the valuation of investments of theScheme, without which the value of the securities of the Scheme cannot be accurately calculated.

4. During periods of extreme volatility of markets, which in the opinion of the AMC are prejudicial to theinterests of the Unitholders of the Scheme.

5. In case of natural calamities, strikes, riots and bandhs.

6. In the event of any force, majeure or disaster that affects the normal functioning of the AMC or theRegistrar.

7. If so directed by SEBI.

In the above eventualities, the time limits indicated above, for processing of requests for purchase and redemptionof Units will not be applicable.

Suspension or restriction of repurchase/ redemption facility under any scheme of the mutual fund shall be madeapplicable only after obtaining the approval from the Boards of Directors of the AMC and the Trustees. Afterobtaining the approval from the AMC Board and the Trustees, an intimation would be sent to SEBI in advanceproviding details of circumstances and justification for the proposed action shall also be informed.

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SECTION IVLOAD STRUCTURE, FEES AND EXPENSES

A) LOAD STRUCTURE OF THE PLANi) Entry Load:

Please refer to the entry load mentioned under the respective series under the Plan.

ii) Exit Load:

Please refer to the exit load mentioned under the respective series under the Plan.

Subject to the Regulations, the Trustee reserves the right to modify/alter the load structure and may decideto introduce a differential load structure on the Units subscribed/redeemed on any Business Day. Suchchanges will be applicable for prospective investments only. The Trustee shall arrange to display a notice inthe Customer Service Centers of the AMC before the change of the then prevalent load structure. Theaddendum detailing the changes in load structure will be attached to offer documents and abridged offerdocuments. The addendum will also be circulated to all the distributors / brokers so the same can beattached to all the offer documents and abridged offer documents in stock. This addendum will also be sentalong with the newsletter to the unitholders immediately after the changes. Changes in the load structuremay be stamped in the acknowledgement slip issued by the Fund and may also be disclosed in the statementof accounts issued after the changes in load structure. The load collected from the Unitholders will becredited to a separate account and will be offset against distribution and marketing expenses. Surplus ofload, if any, charged over planned marketing and distribution expenses to be defrayed will be credited tothe respective Plans whenever felt appropriate by the AMC.

B) FEES AND EXPENSES OF THE EXISTING SCHEMES(i) ICICI Mutual Fund, prior to the joint venture with Prudential, had launched two closed ended growth schemes, ICICIPremier, launched on November 30, 1993 and ICICI Power, launched on August 24, 1994 (since converted into an open-ended scheme). Subsequent to the joint venture with Prudential, the Fund launched three open-ended schemes (PrudentialICICI Growth Plan, Prudential ICICI Income Plan and Prudential ICICI Liquid Plan) on June 4, 1998 and one open endedscheme (Prudential ICICI FMCG Fund) on February 15, 1999. The Fund also launched Prudential ICICI Tax Plan, PrudentialICICI Gilt Fund, Prudential ICICI Balanced Fund, Prudential ICICI Technology Fund, Prudential ICICI Monthly Income Plan,Prudential ICICI Fixed Maturity Plan Prudential ICICI Child Care Plan, Prudential ICICI Index Fund, Prudential ICICI DynamicPlan, SENSEX Prudential ICICI Exchange Traded Fund, Prudential ICICI Advisor Series, Prudential ICICI Income MultiplierFund, Prudential ICICI Discovery Fund, Prudential ICICI Emerging S.T.A.R. (Stocks Targetted At Returns) Fund on July9,1999, July 21, 1999, September 20,1999, January 7, 2000, September 28, 2000, December 20, 2000, July 16, 2001,February 15, 2002, October 7, 2002, January 6, 2003, November 10, 2003, February 16, 2004, July 9, 2004 & September6, 2004 respectively. The following are the additional Plans under the existing Schemes of the Fund:

Sr. Additional Plan Existing Scheme Launch dateNo.

1 Prudential ICICI Gilt Fund - One Year Plus Plan Prudential ICICI Gilt Fund April 26, 20012 Prudential ICICI Short Term Plan Prudential ICICI Income Plan October 18, 20013 Prudential ICICI Long Term Plan Prudential ICICI Income Plan March 26, 20024 Prudential ICICI Sweep Plan Prudential ICICI Liquid Plan February 27, 20025 Prudential ICICI Fixed maturity Plan – Yearly 5 Prudential ICICI Fixed Maturity Plan March 22, 20026 Prudential ICICI Fixed Maturity Plan –

One Year Plus Plan Prudential ICICI Fixed Maturity Plan June 27, 20027. Prudential ICICI FMP Yearly- Series 7 Prudential ICICI Fixed Maturity Plan August 19, 20028. Prudential ICICI Fixed Maturity Plan –

One Year Plus Plan - Series 8 Prudential ICICI Fixed Maturity Plan September 16, 20029. Prudential ICICI Flexible Income Plan Prudential ICICI Income Plan September 16, 200210. Prudential ICICI Fixed Maturity Plan –

One Year Plus Plan - Series 12 Prudential ICICI Fixed Maturity Plan March 17, 200311. Prudential ICICI Floating Rate Plan Prudential ICICI Income Plan March 28, 200312. Prudential ICICI Flexible Income Plus Plan Prudential ICICI Income Plan May 22, 200313 Prudential ICICI Deposit Plus NRI Series Prudential ICICI Fixed Maturity Plan October 3, 200314 Prudential ICICI Gilt Fund Investment Plan – Prudential ICICI Gilt Fund

PF Option Investment Plan November 3, 200315 Prudential ICIC Fixed Maturity Plan –

Yearly Series 23 Prudential ICICI Fixed Maturity Plan December 15, 200316 Prudential ICICI Gilt Fund Treasury– PF Option Prudential ICICI Gilt Fund Treasury Plan January 19, 200417 Prudential ICICI Fixed Maturity Plan –Series 24 Prudential ICICI Fixed Maturity Plan March 15, 200418 Prudential ICICI Fixed Maturity Plan Series 25- Prudential ICICI Fixed Maturity Plan August 10, 2004

Quarterly Plan

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Sr. Additional Plan Existing Scheme Launch dateNo.

19 Prudential ICICI Fixed Maturity Plan Series 25- Prudential ICICIYearly Plan Fixed Maturity Plan September 6, 2004

20 Prudential ICICI Fixed Maturity Plan Series 26- Prudential ICICIQuarterly Plan Fixed Maturity Plan August 31, 2004

21 Prudential ICICI Fixed Maturity Plan Series 25- Prudential ICICI15 Months Plan Fixed Maturity Plan August 10, 2004

22 Prudential ICICI Long Term Floating Rate Plan Prudential ICICI Income Plan August 24, 2004

Given below are the details of estimated and actual Initial Public Issue expenses in respect of the above schemes:

Initial Issue Expenses – Comparison of Estimated to Actual

Description ICICI Premier ICICI Power #Estimated - % to Actuals - % to Estimated - % to Actuals - % toTarget Amount Subscription Target Amount Subscription

Advertising Expenses 1.75 1.48 1.50 1.61Commission to agents & brokers 2.00 1.36 1.75 2.53Registrar Expenses 0.75 0.10 1.25 0.07Printing & Mailing 1.00 0.24 1.00 0.42Miscellaneous 0.50 0.36 0.50 0.40

Total 6.00 3.54 6.00 5.03

Target Amount/ Amount Mobilised Rs.100 crore Rs.159 crore Rs.50 crore Rs.90.28 crore

# For close-ended scheme

The Initial Issue Expenses relating to Liquid Plan, Income Plan, Growth Plan, Gilt Plan, Monthly Income Plan, FixedMaturity Plan, Gilt Treasury- 1 Year Plus Plan, Short Term Plan, Sweep Plan, Long Term Plan, Fixed Maturity Plan-Yearly 5, Fixed Maturity Plan – One Year Plus Plan – Series 6, 7, 8 & 12,Prudential ICICI Flexible Income Plan,SENSEX Prudential ICICI Exchange Traded Fund, Prudential ICICI Floating Rate Fund, Prudential ICICI Income PlusPlan and Prudential ICICI Discovery Fund were borne by the AMC.

Initial Issue Expenses - Prudential ICICI FMCG Fund, Prudential ICICI Tax Plan, Prudential ICICI Balanced Fund,Prudential ICICI Technology Fund, Prudential ICICI Child Care Plan, Prudential ICICI Index Fund, Prudential ICICIDynamic Plan, Prudential ICICI Advisor Series.

The Initial Issue Expenses charged to the Investors under Prudential ICICI FMCG Fund, Prudential ICICI Tax Plan, andPrudential ICICI Balanced Fund were limited to 1% of the amount mobilized during the Initial Offer Period. The initialissue expenses charged to Investors under Prudential ICICI Technology Fund were limited to 1.75% of the corpusmobilized under the Initial Offer Period. In respect of Prudential ICICI Child Care Plan, initial issue expenses to be chargedto the Scheme are limited to 2.50% of the amount mobilised during the initial offer period under Gift Plan and 1.50%under Study Plan. Under Prudential ICICI Index Fund, the initial issue expenses to be charged to the Scheme is limited to1.50% of the amount mobilized during the initial offer period. Under Prudential ICICI Dynamic Plan, the initial issueexpenses to be charged to the Scheme is limited to 2.50% of the amount mobilized during the initial offer period(asmentioned in the offer document), whereas the actual initial issue expenses charged to the scheme were limited to1.33%. Under Prudential ICICI Advisor Series, the initial issue expenses to be charged to the Scheme is limited to 2.40%of the amount mobilized during the initial offer period (as mentioned in the offer document), whereas the actual initialissue expenses charged to the scheme were limited to 0.79%. Under Prudential ICICI Emerging S.T.A.R. Fund, the initialissue expenses to be charged to the Scheme is limited to 3.75% of the amount mobilized during the initial offer period(as mentioned in the offer document), whereas the actual initial issue expenses charged to the scheme were limited to0.30%.

The details of estimated Vs actual expenses are as under:Description FMCG Fund Tax Plan Gilt Fund Balanced Fund Technology Fund

Estimated Actual Estimated Actual Estimated Actual Estimated Actual Estimated Actual - % to - % to - % to - % to - % to - % to - % to - % to - % to - % toTarget Subscri- Target Subscri- Target Subscri- Target Subscri- Target Subscri-

Amount ption Amount ption Amount ption Amount ption Amount ption

Advertising, printing and othermarketing expenses 0.50 1.40 0.90 0.33 1.00 0.15 0.65 0.45 0.75 0.27

Collection, Registrar and Bank charges 0.25 0.12 0.60 0.04 0.25 0.01 0.25 0.01 0.25 0.04

Selling Commissions 1.00 0.93 1.00 1.06 - 0.02 1.00 1.01 1.00 1.49

Total 1.75 2.45 2.50 1.43 1.25 0.18 1.90 1.47 2.00 1.80

Target Amount/Amount Mobilised Rs.1.00 Rs.1.59 Rs.10.00 Rs.50.76 Rs.1.00 Rs.150.01 Rs.1.00 Rs.197.58 Rs.1.00 Rs.509crore crore crore crore crore crore crore crore crore crore

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Description Child Care Child Care Child Care Index Fund Dynamic PlanPlan – Plan – Plan – Gift &

Gift Plan Study Plan Study Plan

Estimated - % Estimated - % Actual - % to Estimated - % Actual - % to Estimated - % Actual - % to to Target to Target Subscription to Target Subscription to Target SubscriptionAmount Amount Amount Amount

Advertising, printing and other 1.85 2.28 11.86 1.25 Nil 0.75 Nilmarketing expenses (includes Selling

Commission)Collection, Registrar and Bank charges 0.35 0.35 0.63 0.25 Nil 0.25 NilSelling Commissions 1.00 1.00 1.42 - Nil 1.50 1.33

Total 3.20 3.63 13.91 1.50 Nil 2.50 1.33

Target Amount/Amount Mobilised Rs.1.00 Rs.1.00 Rs.10.62 Rs.1.00 Rs.7.86 Rs.7.86 Rs.17.64crores crores crores crores crores crores crores

Description Advisor Series Emerging S.T.A.R

Estimated - % to Estimated - % to Estimated - % to Estimated -% toTarget Amount Target Amount Target Amount Target Amount

Advertising, printing and othermarketing expenses 1.05 0.17 * 0.00Collection, Registrar and Bank charges 1.00 0.04 * 0.03Selling Commissions 0.35 0.58 * 0.27

Total 2.40 0.79 3.75 0.30

Target Amount/Amount Mobilised Rs.5 Rs.310.62 Rs.1 Rs.198.38Lakhs Crores Lakh Crores

Note : 1. The Initial Issue Expenses under FMCG Fund were more due to higher advertisement costs.

2. As disclosed in the offer document of Child Care plan, expenses to the extent or 3.63% for Study Plan and3.20% for Gift Plan have been charged to the Scheme and the balance expenses have been borne by theAMC.

* The Initial Issue expenses charged to the Scheme, as per Offer Document were limited to 3.75% of theamount mobilised under the Initial Offer Period

ESTIMATED RECURRING EXPENSES -OPEN ENDED SCHEMESAs per the Offer Document for the Liquid Plan, Income Plan, Growth Plan, FMCG Fund, Tax Plan, Gilt Fund, BalancedFund, Technology Fund, Monthly Income Plan, Gilt Treasury 1 Year Plus Plan, Fixed Maturity Plan, Short Term Plan, ChildCare Plan, Index Fund, Prudential ICICI Power, Long Term Plan, Sweep Plan, Flexible Income Plan, Dynamic Plan, SPIcE,Floating Rate Plan, Flexible Income Plus Plan, Prudential ICICI Advisor series, Prudential ICICI Income Multiplier Fund,Prudential ICICI Discovery Fund, Long Term Floating Rate Plan and Prudential ICICI Emerging S.T.A.R. Fund, the followingwere the estimated recurring expenses.

(% per annum of average net assets)

Description Growth Income Liquid FMCG Tax Gilt Fund BalancedPlan Plan Plan Fund Plan Fund

Treasury Invest-Option ment

Option

Investment management &Advisory fees 1.25 1.25 0.70 1.25 1.25 0.75 0.75 1.25Additional Fees (if any) - - - - - - - -Trustee Fees 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.05Custodian Fees 0.30 0.15 0.08 0.30 0.30 0.04 0.04 0.15Advertising, Marketing & 0.50 0.25 0.03 0.50 0.50 0.02 0.02 0.20Selling ExpensesRegistrar & Transfer Agents Fees 0.10 0.10 0.10 0.10 0.10 0.04 0.04 0.10Transaction Costs 0.05 0.05 0.02 0.05 0.05 - - 0.05Audit Fees 0.01 0.01 0.01 0.01 0.01 - - 0.01Cost related to Investor 0.04 0.04 0.01 0.04 0.04 0.02 0.02 0.03communicationsCost of funds transfer 0.05 0.025 0.00 0.05 0.05 - - 0.05Cost of providing AccountStatements, dividenddistributions, etc. 0.05 0.025 0.00 0.05 0.05 0.05 0.05 0.03Cost of statutory advertisements 0.05 0.025 0.00 0.05 0.05 0.01 0.01 0.04Other Expenses 0.05 0.025 0.00 0.05 0.05 0.02 0.02 0.04Total Annual Recurring Expenses 2.50 2.00 1.00 2.50 2.50 1.00 1.00 2.00

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(% per annum of average net assets)

Description Techno- Monthly Gilt Fund- Fixed Short Child Care Plan Indexlogy Income Treasury Maturity Term FundFund Plan 1 Year Plan Plan Gift Study

Plus Plan Plan Plan

Investment management &Advisory fees 1.25 1.25 0.75 0.70 0.75 1.25 1.25 0.70Additional Fees (if any) - - - - - - - -

Trustee Fees 0.05 0.05 0.04 0.05 0.05 0.05 0.01 0.05

Custodian Fees 0.30 0.20 0.04 0.05 0.04 0.16 0.10 0.10

Advertising, Marketing &Selling Expenses 0.47 0.20 0.02 0.03 0.02 0.08 0.04 0.15 **

Registrar & Transfer AgentsFees 0.08 0.12 0.04 0.08 0.05 0.12 0.10 0.10

Transaction Costs 0.05 - - - - - - -

Audit Fees 0.01 0.01 - 0.01 0.01 0.01 0.01 0.05

Cost related to Investorcommunications 0.08 0.12 0.02 0.01 0.02 0.12 0.08 -

Cost of funds transfer 0.05 0.14 - 0.01 - 0.10 0.10 0.05

Cost of providing AccountStatements, dividenddistributions, etc. 0.08 0.11 0.05 0.02 0.04 0.11 0.11 -

Cost of statutoryadvertisements 0.04 0.01 0.01 0.02 0.01 0.05 0.01 -

Other Expenses 0.04 0.04 0.02 0.02 0.01 0.45* 0.44* 0.05

Total Annual RecurringExpenses 2.50 2.25 1.00 1.00 1.00 2.50 2.25 1.25

* Includes insurance premium payable under Child Care Plan.

** Includes Cost related to investor communication, A/c. Statement, dividend distribution and Statutory advertisement.(% per annum of average net assets).

(% per annum of average net assets)

Description Prudential Long Term Sweep Flexible Dynamic SPIcEICICI Power Plan Plan Income Plan Plan

Investment management &Advisory fees 1.25 1.25 0.75 1.00 1.00 0.60

Additional Fees (if any) 0.00 0.00 0.00 0.00 0.00 -

Trustee Fees 0.05 0.05 0.05 0.05 0.02 0.01

Custodian Fees 0.20 0.15 0.04 0.02 0.15 0.05

Advertising, Marketing &Selling Expenses 0.47 0.25 0.02 0.30 0.95 0.17

Registrar & Transfer Agents Fees 0.10 0.10 0.04 0.06 0.08 0.10

Transaction Costs 0.00 0.05 0.00 0.00 0.05 -

Audit Fees 0.01 0.01 0.00 0.01 0.01 0.01

Cost related to Investorcommunications 0.12 0.04 0.05 0.06 0.05 0.03

Cost of funds transfer 0.14 0.025 0.00 0.00 0.05 -

Cost of providing AccountStatements, dividenddistributions, etc. 0.11 0.025 0.08 0.00 0.05 0.03

Cost of statutory advertisements 0.01 0.025 0.02 0.00 0.05 -

Other Expenses 0.04 0.025 0.20 0.00 0.04 0.03

Total Annual Recurring Expenses 2.50 2.00 1.25 1.50 2.50 1.00

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Prudential ICICI Mutual Fund

(% per annum of average net assets)

Description Floating Rate Flexible Income Advisor Income MultiplierPlan Plus Plan Series Fund

Investment management & Advisory fees 0.45 0.50 0.50 1.00

Additional Fees (if any) 0.00 0.00 0.00 0.00

Trustee Fees 0.05 0.05 0.01 0.05

Custodian Fees 0.02 0.02 0.01 0.20

Advertising, Marketing & Selling Expenses 0.07 0.30 0.15 0.47

Registrar & Transfer Agents Fees 0.06 0.06 0.02 0.10

Transaction Costs 0.00 0.00 0.00 0.05

Audit Fees 0.01 0.01 0.01 0.01

Cost related to Investor communications 0.03 0.06 0.01 0.12

Cost of funds transfer 0.00 0.00 0.01 0.09

Cost of providing Account Statements,dividend distributions, etc. 0.00 0.00 0.01 0.11

Cost of statutory advertisements 0.00 0.00 0.01 0.01

Other Expenses 0.06 0.00 0.01 0.04

Total Annual Recurring Expenses 0.75 1.00 0.75 2.25

(% per annum of average net assets)

Description Prudential ICICI Long Term Floating Prudential ICICIDiscovery Fund Rate Plan Emerging

S.T.A.R. Fund

Plan A Plan B Plan C

Investment management & Advisory fees 1.25 0.75 0.60 0.50 1.25

Additional Fees (if any) 0.00 0.00 0.00 0.00 0.00

Trustee Fees 0.05 0.00 0.00 0.00 0.05

Custodian Fees 0.20 0.00 0.00 0.00 0.20

Advertising, Marketing & Selling Expenses 0.50 0.00 0.00 0.00 0.47

Registrar & Transfer Agents Fees 0.10 0.00 0.00 0.00 0.10

Transaction Costs 0.00 0.00 0.00 0.00 0.00

Audit Fees 0.01 0.00 0.00 0.00 0.01

Cost related to Investor communications 0.12 0.00 0.00 0.00 0.12

Cost of funds transfer 0.10 0.00 0.00 0.00 0.14

Cost of providing Account Statements,dividend distributions, etc. 0.11 0.00 0.00 0.00 0.11

Cost of statutory advertisements 0.01 0.00 0.00 0.00 0.01

Other Expenses 0.05 0.50 0.30 0.25 0.04

Total Annual Recurring Expenses 2.50 1.25 0.90 0.75 2.50

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Prudential ICICI Fixed Maturity Plan

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iii) Condensed Financial Information:

a. Condensed Financial Information for the period ended March 31, 2002.Premier Power Growth Income Liquid FMCG

Historical Per Unit Statistics

Date of Allotment February 7, October 1, July 9, July 9, June 24, March 31,1994 1994 1998 1998 1998 1999

NAV at the beginning of the year (Rs.)

Growth Option 10.10 10.22 17.67 13.85 12.9252 9.06

Dividend Option - - 9.27 10.21 11.8316 8.30

Net Income per unit 0.82 (2.37) (1.91) 1.85 1.06 (2.15)

Dividends - - 0.80 @1.5428 @0.8994 -

Transfer to Reserves - - - - - -

Compounded Annualised Returns(Based on NAVs of Growth Option) 2.82% 2.39% 20.40% 13.83% 9.21% -4.24%

Benchmark Index Nifty Nifty Nifty N.A N.A CNX FMCG

Return compared to Benchmark Index ### ### 4.43% N.A N.A -7.43%

Net Assets end of period (Rs.crore) 51.08 29.87 350.22 2711.89 1372.62 53.60

NAV at the end of the period

Growth Option 11.54# 11.94 19.98 16.21 13.9383 8.78

Dividend Option - - 9.71 10.33 11.8273 8.05

Ratio of Recurring Exps to Net Assets 2.50% 2.50% 2.33% 1.60% 0.99% 2.04%

Tax Plan Gilt Fund Gilt Fund Balanced Technology Monthly Gilt TreasuryTreasury Investment Fund Fund Income 1 Year Plus

Plan Plan

Historical Per Unit Statistics

Date of Allotment Aug. 19, Aug. 19, Aug. 19, Nov. 03, Mar. 3, Nov. 10, Apr. 30,1999 1999 1999 1999 2000 2000 2001

NAV at the beginningof the year (Rs.)Growth Option 10.33 12.0590 12.5063 8.32 3.30 10.5504 #Dividend Option 7.54 10.3315 10.5267 7.69 3.30Monthly Option - - - - - 10.0910 -Quarterly Option - - - - - 10.1817 -Half Yearly Option - - - - - 10.1823 -Net Income per unit (0.30) 1.92 2.20 (0.85) (1.81) 0.97 0.87DividendsDividend Option - @1.2452 @2.5897 - - - @0.8321Monthly option - - - - - @1.0230 -Quarterly option - - - - - @1.0800 -Half Yearly Option - - - - - @1.0965 -Transfer to Reserves - - - - - - -Compounded Annualised Returns(Based on NAVs of Growth Option) 10.55% 12.23% 20.06% -3.01% -41.80% 12.44% 8.69%*Benchmark Index Nifty N.A N.A Nifty ET Mindex N.A N.AReturn compared toBenchmark Index -6.45% N.A N.A -6.45% -51.05% N.A N.ANet Assets end of period(Rs. Crore) 72.46 80.58 466.50 189.52 160.09 123.58 185.93NAV at the end of the periodGrowth Option 13.00 13.5238 16.1344 9.29 3.25 11.7643 -Dividend Option 9.48 10.2799 10.8319 8.58 3.25 - 10.0213Monthly Option - - - - - 10.1792 -Quarterly Option - - - - - 10.2228 -Half Yearly Option - - - - - 10.2187 -Ratio of Recurring Exps toNet Assets 2.14% 1.08% 1.13% 2.30% 2.41% 2.00% 0.30%

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Prudential ICICI Mutual Fund

Fixed Maturity Fixed Maturity Fixed Maturity Fixed Maturity Fixed MaturityPlan - Plan – Half Plan –Yearly 1 Plan - Plan –

Quarterly 1 Yearly 1 Quarterly 2 Quarterly 3

Historical Per Unit StatisticsDate of Allotment December 20, December 20, December 20, January 22, February 20,

2000 2000 2000 2001 2001NAV at the beginning of theyear (Rs.)Growth Option 10.3045 10.2803 10.3352 10.1812 10.1020Dividend Option 10.0643 10.2803 10.3352 10.1812 10.1020Net Income per unit 32.49 2.48 1.05 4.17 2.05Dividends @0.8781 @0.9015 @1.0473 @0.8543 @0.9234Transfer to Reserves - - - - -Compounded Annualised Returns(Based on NAVs of GrowthOption) 9.34% 9.27% 9.77% 8.69% 9.49Benchmark Index N.A N.A N.A N.A N.AReturn compared to BenchmarkIndex N.A N.A N.A N.A N.ANet Assets end of period(Rs. Crore) 3.52 10.22 8.65 17.71 16.92NAV at the end of the periodGrowth Option 11.2079 11.1988 11.2644 11.0390 11.0555Dividend Option 10.0378 10.2373 10.1970 10.1450 10.0855Ratio of Recurring Exps to NetAssets 0.51% 0.55% 0.60% 0.54% 0.53%

Fixed Maturity Fixed Maturity Fixed Maturity Fixed MaturityPlan - Half Yearly 2 Plan - Yearly 2 Plan – Yearly 3 Plan – Yearly 4

Historical Per Unit StatisticsDate of Allotment March 22, 2001 March 22, 2001 June 21, 2001 Sept. 20, 2001NAV at the beginning of the year (Rs.)Growth Option 10.0093 10.0356 # #Dividend Option 10.0093 10.0356 # -Net Income per unit 50.46 0.99 0.67 0.39Dividends @0.7765 @0.9231 - -Transfer to Reserves - - - -Compounded Annualised Returns(Based on NAVs of Growth Option) 8.15% 10.03% 6.75%* 4.38%*Benchmark Index N.A N.A N.A N.AReturn compared to Benchmark Index N.A N.A N.A N.ANet Assets end of period (Rs. Crore) 0.16 102.28 7.80 6.36NAV at the end of the periodGrowth Option 10.8363 11.0292 10.6753 10.4381Dividend Option 10.0388 10.0110 10.6753 10.4381Ratio of Recurring Exps to Net Assets 0.55% 0.60% 0.60% 0.60%

Child Care Plan- Child Care Plan- Short Term Plan Fixed MaturityGift Option Study option Plan – Yearly 5

Historical Per Unit StatisticsDate of Allotment August 31, 2001 August 31, 2001 October 25, 2001 March 22, 2002NAV at the beginning of the year (Rs.)Growth Option # # # #Dividend Option - - - -Net Income per unit 0.45 0.50 0.33 0.01Dividends - - 0.3430@ -Transfer to Reserves - - - -Compounded Annualised Returns(Based on NAVs of Growth Option) 11.60%* 8.90%* 3.92%* 0.35%*Benchmark Index Nifty N.A N.A N.AReturn compared to Benchmark Index 7.19 N.A N.A N.ANet Assets end of period (Rs. Crore) 7.38 7.85 418.32 85.40NAV at the end of the periodGrowth Option 11.16 10.89 10.3915 10.0354Dividend Option - - 10.0433 -Ratio of Recurring Exps to Net Assets 2.00% 1.50% 1.00% 0.60%

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Prudential ICICI Fixed Maturity Plan

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Index Fund Long term Plan Sweep Plan

Historical Per Unit Statistics

Date of Allotment February 26, 2002 March 28, 2002 March 6, 2002

NAV at the beginning of the year (Rs.)Growth Option 10.0000 10.0000 10.0000Dividend Option - - -Net Income per unit 0.01 0.01 0.03Dividends - - -Transfer to Reserves - - -Compounded Annualised Returns(Based on NAVs of Growth Option) -4.80%* 0.10%* 0.52%*Benchmark Index Nifty N.A N.AReturn compared to Benchmark Index -5.03% N.A N.ANet Assets end of period (Rs. Crore) 7.73 50.05 5.31NAV at the end of the periodGrowth Option 9.52 10.0096 10.0520Dividend Option - - -Ratio of Recurring Exps to Net Assets 1.25% 0.80% 1.25%

Notes :

1) Returns since inception are for the growth plan in each case except for Prudential ICICI Gilt Fund – One Year PlusPlan in which Growth Option is not available.

2) From current year, while arriving at Net Income per unit, Income Equalisation Reserve and marked to market has notbeen considered and it is calculated on the basis of closing units as on March 31, 2002.

* Prudential ICICI Fixed Maturity Plan- Yearly 3,4 &5, Prudential ICICI Gilt Treasury 1 Year Plus Plan, Prudential ICICIChild Care Plan – Gift Plan & Study Plan, Prudential ICICI Short Term Plan, Prudential ICICI Long Term Plan, PrudentialICICI Sweep Plan and Prudential ICICI Index Fund have not completed one year since the date of their launch.Returns are computed in absolute terms and for Growth Options only from the date of allotment. The NAV on thedate of allotment is taken as Rs.10 for computation of returns.

@ Including distribution tax.

# These Schemes were launched during the year and these schemes were not in existence at the beginning of the year.

## Dividend was declared under ICICI Premier for all the unitholders as on July 25, 1995 @Rs. 0.80 per unit. Forcomputation of returns NAV of ICICI Premier has been considered after adjusting the dividend declaration.

### As these schemes were launched before the launch of Nifty, Benchmark index returns are not provided

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Prudential ICICI Mutual Fund

b) Condensed Financial Information for the period ended March 31, 2003.

Monthly Fixed Fixed Fixed Gilt Income Maturity Maturity Maturity Treasury

Plan Plan- Plan-Half Plan – 1 YearQtly 1 Yearly 1 Yearly 1 Plan***

Historical Per Unit Statistics

Date of Allotment November 10, December 20, December 20, December 20, April 30,2000 2000 2000 2000 2001

NAV at the beginning of the year (Rs.)

Growth Option 11.7643 11.2079 11.1988 11.2644 -

Dividend Option - 10.0378 10.2373 10.1970 10.0213

Monthly Option 10.1792 - - -

Quarterly Option 10.2228 - - - -

Half Yearly Option 10.2187 - - - -

Net Income per unit 1.02 0.14 5.90 13.82

N.A.

Dividends - - - -

Monthly option 0.6692 - - - -

Quarterly option 0.6963 - - - -

Half-Yearly Option 0.7346 - - - -

Transfer to Reserves - - - - -

Compounded Annualised Returns(Based on NAVs of Growth Option) 10.69% 7.99% 7.97% 8.27% -

Benchmark Index Crisil MIP $ $ $ -Blended

Index

Return compared to Benchmark Index 1.60% # # # -

Net Assets end of period (Rs. Crore) 275.36 34.98 0.51 0.43 -

NAV at the end of the period

Growth Option 12.7427 11.9131 11.9083 11.9840 -

Dividend Option - 10.6695 10.8855 10.8482 -

Monthly Option 10.3323 - - - -

Quarterly Option 10.3550 - - - -

Half Yearly Option 10.3177 - - - -

Institutional Option – Monthly Dividend 10.6701

Ratio of Recurring Exps to Net Assets 1.58% 0.55% 0.55% 0.60% 0.30%

Ratio of Recurring Exps to Net Assets-Institutional Plan-

Annualised 0.25%

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Prudential ICICI Fixed Maturity Plan

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Fixed Fixed Fixed Fixed Fixed Fixed Child Child ShortMaturity Maturity Maturity Maturity Maturity Maturity Care Care Term

Plan - Plan - Plan-Half Plan- Plan - Plan - Plan- Plan- PlanQtrly 2 Qtrly 3 Yearly 2 Yearly 2 Yearly 3 Yearly 4 Gift Study

Option Option

Historical Per Unit StatisticsDate of Allotment Jan. 22, Feb. 20, Mar. 22, Mar. 22, Jun. 21, Sep. 20, Aug. 31, Aug. 31, Oct. 25,

2001 2001 2001 2001 2001 2001 2001 2001 2001NAV at the beginning ofthe year (Rs.) 11.16 10.89

Growth Option 11.0390 11.0555 10.8363 11.0292 10.6753 10.4381 10.3915

Dividend Option 10.1450 10.0855 10.0388 10.0110 10.6753 10.4381 - - 10.0433

Net Income per unit 3.00 1.69 2.25 0.61 0.69 269.99 0.20 0.57 1.14

Dividends 0.1847 0.1788 - - - - - - 0.0924

Transfer to Reserves - - - - - - - - -

Compounded Annualised 7.68% 7.86% 6.84% 8.44% 8.22% 7.48% 4.16% 8.76% 8.47%Returns (Based on NAVsof Growth Option)

Benchmark Index $ $ $ $ $ $ Crisil Crisil CrisilBalanced MIP Composite

Fund Blended BondIndex Index Fund

Return compared toBenchmark Index $ $ $ $ $ $ -0.76% -1.88% -2.49%

Net Assets end of period(Rs. Crore) 0.92 5.51 0.04 10.51 20.41 0.01 10.72 12.36 1078.83

NAV at the end of theperiod 10.67 11.42

Growth Option 11. 7551 11.7293 11.4328 11.7817 11.5055 11.1635 11.2323

Dividend Option 10.6074 10.5122 10.5916 10.6939 11.5055 11.1635 - - 10.7561

Institutional Option Growth - - - - - - - - 11.2345

Ratio of Recurring Expsto Net Assets 0.55% 0.55% 0.55% 0.60% 0.60% 0.60% 2.00% 1.50% 1.00%

Ratio of Recurring Exps toNet Assets- Institutional Plan-Annualised - - - - - - - - 0.80%

Fixed Index Fund Long term Sweep Plan Fixed FixedMaturity Plan Maturity Maturity

Plan – One Year One YearYearly 5 Plan – Plan –

Series 6 Series 7

Historical Per Unit StatisticsDate of Allotment Mar. 22, Feb. 26, Mar. 28, Mar. 6, Jun. 28, Aug. 19,

2002 2002 2002 2002 2002 2002

NAV at the beginning of the year (Rs.) 9.5200 10.0520 # #

Growth Option 10.0354 10.0096

Dividend Option - - - - - -

Net Income per unit 0.85 (0.44) 0.79 0.20 0.66 0.32

Dividends - - - - - -

Transfer to Reserves - - - - - -

Compounded Annualised Returns(Based on NAVs of Growth Option) 8.43% -15.45% 13.52% 5.15% 6.55%* 3.14%*

Benchmark Index $ Nifty Crisil Crisil $ $Composite Liquid

Bond FundFund Index

Return compared to Benchmark Index # 0.89% 3.16% -1.10% # #

Net Assets end of period (Rs. Crore) 93.77 13.51 234.34 22.86 139.96 1.27

NAV at the end of the period 8.3278 11.3634 10.5508 10.6555 10.3140

Growth Option 10.8643 - - - - -

Dividend Option 10.8643 - - - - -

Ratio of Recurring Exps to Net Assets 0.60% 1.25% 0.60% 1.03% 0.60% 0.60%

Ratio of Recurring Exps to Net Assets-Institutional Plan- Annualised - - - - - -

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Prudential ICICI Mutual Fund

Fixed Flexible Dynamic SPICE Fixed FloatingMaturity Income Plan Maturity Rate Plan

Plan – Plan Plan –Yearly 8*** Yearly 12

Historical Per Unit Statistics

Date of Allotment Sept. 17, Sept. 27, Oct. 31, Jan. 10, Mar. 21, Mar. 29,2002 2002 2002 2003 2003 2003

NAV at the beginning of theyear (Rs.) # # # # # #

Net Income per unit NA 0.73 (0.15) (0.04) 0.01 0.004

Dividends - - - - - -

Transfer to Reserves - - - - - -

Compounded Annualised Returns(Based on NAVs of Growth Option) Nil 7.74%* 2.80%* -9.40%* 0.19%* 0.05%*

Benchmark Index $ I-Sec Si-Bex Nifty SENSEX $ CRISILLiquidFundIndex

Return compared to Benchmark Index # 4.20% 0.14% -0.16% # @@

Net Assets end of period (Rs. Crore) 0.00 587.77 78.31 19.35 42.23 528.11

NAV at the end of the period - 10.7745 10.2799 30.4342 - 10.0046

Growth Option 10.0191

Dividend Option - - - - - -

Institutional Option Growth - - - - 10.0208 -

Ratio of Recurring Exps to Net Assets 0.60% 1.00% 2.00% 0.80% 0.75% 0.75%

Ratio of Recurring Exps to Net Assets-Institutional Plan-Annualised - - - 0.20% -

Notes:

1. Returns since inception are for the growth plan in each case.

2. While arriving at Net Income per unit, Income Equalisation Reserve and mark to market has not been considered andit is calculated on the basis of closing units as of March 31, 2003.

3. The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of theperiod of the respective condensed financial information whereas the returns compared to benchmark index arecomputed for the financial year.

* Fixed Maturity One Year Plan – Series 6, 7, 8, Fixed Maturity Plan – Yearly 12, Prudential ICICI Flexible Income Plan,Prudential ICICI Dynamic Plan, SENSEX Prudential ICICI Exchange Traded Fund and Prudential ICICI Floating Rate Planhave not completed one year since the date of their launch. Returns are computed in absolute terms and for GrowthOptions only from the date of allotment. The NAV on the date of allotment is taken as Rs.10 for computation ofreturns

*** All the units holders under the schemes- Prudential ICICI Gilt Fund Treasury 1 Year Plus Plan and Prudential ICICIFixed Maturity Yearly Plan Series 8 have redeemed their unit holdings and units are nil as on 31/03/03

# These Schemes were launched during the year and these schemes were not in existence at the beginning of the year.

$ Appropriate benchmark index is not available.

@@ Since the units under Scheme were allotted on March 29, 2003 the return compared to Benchmark Index detail isnot provided.

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75

c) Condensed Financial Information for the period ended March 31, 2004

Fixed Maturity Fixed Maturity Child Care Plan- Child Care Plan-Plan – Yearly 3^ Plan - Yearly 4^ Gift Option Study Option

Historical Per Unit Statistics

Date of Allotment June 21, 2001 Sept 20, 2001 August 31, 2001 August 31, 2001

NAV at the beginning of the year (Rs.) 10.67 11.42

Growth Option 11.5055 11.1635 - -

Dividend Option - - - -

@@ Net Income per unit N.A. N.A. 1.45 1.10

Dividends 0.7908 - - -

Transfer to Reserves - - - -

Compounded Annualised Returns(Based on NAVs of Growth Option) N.A N.A. 29.52% 14.32%

Benchmark Index $ $ Nifty Crisil MIPBlended Index

Return compared to Benchmark Index $ $ 1.81% 5.02%

Net Assets end of period (Rs. Crore) N.A N.A. 25.10 21.87

NAV at the end of the period - - 19.51 14.13

Growth Option - - - -

Dividend Option - - - -

Ratio of Recurring Exps to Net Assets 0.60% 0.57% 2.00% 1.50%

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Prudential ICICI Mutual Fund

Short Term Fixed Index Long Sweep Fixed FixedPlan Maturity Fund term Plan Maturity Maturity

Plan – Plan One Year One YearYearly 5 Plan – Plan –

Series 6 @ Series 7^

Historical Per Unit StatisticsDate of Allotment Oct. 25, Mar. 22, Feb. 26, Mar. 28, Mar. 6, Jul. 21, Aug. 19,

2001 2002 2002 2002 2002 2003 2002

NAV at the beginningof the year (Rs.) 8.3278 10.5508 10.6555 10.3140

Growth Option 11.2323 10.8643 - 11.3634 - - -

Dividend Option 10.7561 - - - - - -

Institutional Option -Growth 11.2345 - - - - - -

@@ Net Income per unit 1.1672 0.4563 1.9315 1.2781 0.2800 1,269.5603 NA

Dividends 0.8039 - - - - - -

Fortnightly Dividend Option 0.5644 - - - - - -

Institutional FortnightlyDividend Option 0.5995 - - - - - -

Institutional DividendOption 0.6027 - - - - - -

Transfer to Reserves - - - - - - -

Compounded AnnualisedReturns (Based on NAVs ofGrowth Option) 7.58% 6.19% 22.07% 11.26% 4.53% 29.37%* NA

Benchmark Index Crisil $ Nifty Crisil Crisil $ $Short term Bond Fund Short Composite Liquid

Term Bond FundBond Fund IndexFund Index

Return compared toBenchmark Index 0.51% $ 1.13% 0.12% -0.45% $ $

Net Assets end of period(Rs. Crore) 1,176.93 5.72 21.88 245.28 59.90 0.02 N.A.

NAV at the end ofthe period - 11.2941 15.1811 12.3924 10.9616 12.9370 N.A

Growth Option 11.9441 - - - - - -

Dividend Option 10.6050 - - - - - -

Institutional Option Growth 11.9703 - - - - - -

Institutional Option -Dividend 10.8415

Institutional FortnightlyOption –Dividend 10.8443 - - - - - -

Dividend (Fortnightly) 10.6052 - - - - - -

Ratio of Recurring Expsto Net Assets 1.00% 0.60% 1.25% 0.60% 1.00% 0.60% 0.60%

Ratio of Recurring Expsto Net Assets-

Institutional Plan-Annualised 0.80% - - - - - -

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77

Flexible Flexible Dynamic SPICE Fixed Floating Fixed FixedIncome Income Plan Maturity Rate Plan Maturity Maturity

Plan Plus Plan – Plan – NRI Plan – Plan^ Yearly 12 Series 4 – NRI Series 4 –

Half Yearly Quarterly^

Historical Per Unit Statistics

Date of Allotment Sept. 27, May 22, Oct. 31, Jan. 10, Mar. 17, Mar. 28, Oct. 21, Oct. 21,2002 2003 2002 2003 2003 2003 2003, 2003,

NAV at the beginningof the year (Rs.) 10.7745 # 10.2799 30.4342 10.0046 # # #

Growth Option - - - - 10.0191 - - -

Institutional Option - Growth - - - - 10.0208 - - -

@@ Net Income per unit 1.4298 N.A. 8.6880 19.3355 0.6369 0.1441 0.2498 N.A.

Dividends 0.1200 - - - - 0.0182 0.1090

Dividend Option (Quarterly) 0.4000

Dividend Option (fortnightly) - - -

Transfer to Reserves - - - - - - - -

Compounded AnnualisedReturns (Based on NAVs ofGrowth Option) 12.48% N.A. 55.75% 52.60% 5.97% *5.04% *2.50% N.A.

Benchmark Index I-Sec N.A. Nifty BSE $ CRISIL $ $Composite SENSEX Liquid

Index Fund

Return compared toBenchmark Index -2.26% N.A. 1.06% 1.60% $ 0.66% $ $

Net Assets end of period(Rs. Crore) 822.16 N.A. 109.35 15.67 44.90 512.71 65.10 N.A.

NAV at the end ofthe period - N.A. - 56.2998 - - 10.2498 -

Growth Option 11.9432 18.7310 10.6156 10.5040

Dividend Option 10.6894 - 8.0733 - - 10.0421 N.A.

Quarterly Option 10.6894 - - - - - - -

Institutional Option Growth - - - - 10.6762 - - -

Ratio of Recurring Exps toNet Assets 1.00% 0.50% 2.08% 0.80% 0.75% 0.75% 0.10% 0.55%

Ratio of Recurring Exps toNet Assets -Institutional Plan-Annualised - - - - 0.20% -

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Prudential ICICI Mutual Fund

Fixed Gilt Fund Fixed Fixed Gilt Fund IncomeMaturity Investment Maturity Maturity Treasury Multiplier

Plan – NRI Plan - PF Plan – Plan – Plan - PF FundSeries 6 – Option NRI Series 8 – Series 23 Option

Quarterly^ Quarterly ^

Historical Per Unit Statistics

Date of Allotment Nov. 21, Nov. 19, Dec. 17, Dec. 15, Feb. 11, Mar. 30,2003 2003 2003 2003 2004 2004

NAV at the beginningof the year (Rs.) # # # # # #

@@ Net Income per unit NA 0.1975 NA 0.1635 0.0435 -0.0132

Dividends 0.1103 - 0.1121 - - -

Option A - - - 0.1375 - -

Transfer to Reserves - - - - - -

Compounded AnnualisedReturns (Based on NAVsof Growth Option) NA *2.91% NA *1.53% *1.63% *-0.76%Benchmark Index $ I-Sec Li Bex $ $ I-Sec CRISIL

Si Bex CompositeBond Fund

Index

Return compared toBenchmark Index $ 0.36% $ $ 0.64% -0.80%

Net Assets end of period(Rs. Crore) NA 111.14 NA 66.04 43.31 238.70

NAV at the end of the period NA 10.2906 NA 10.1633 9.9240

Option B - - - 10.1532 - -

Option C - - - 10.1342 - -

Option D - - - 10.1342 - -

Option E - - - 10.1354 - -

Option F - - - 10.1238 - -

Option G - - - 10.1371 - -

Option H - - - 10.1336 - -

Ratio of Recurring Expsto Net Assets 0.56% 1.10% 0.55% 0.49% 1.50% 2.09%

Page 79: Prudential ICICI Mutual Fund - Kotak Mahindra Bank Prudential ICICI Mutual Fund ... life and non-life insurance, ... Asset Management Company Prudential ICICI Asset Management Company

Prudential ICICI Fixed Maturity Plan

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Fixed Fixed Advisor Advisor Advisor Advisor AdvisorMaturity Plan – Maturity Series – Series – Series – Series – Series –

Series 24 – Plan – Aggressive Cautious Moderate Very VeryYearly Series 24 - Plan Plan Plan Aggressive Cautious

Quarterly Plan Plan

Historical Per Unit Statistics

Date of Allotment Mar. 20, Mar. 20, Dec. 18, Dec. 18, Dec. 18, Dec. 18, Dec. 18,2004 2004 2003 2003 2003 2003 2003

NAV at the beginning of the year (Rs.) # # # # # # #

@@ Net Income per unit 0.0174 0.0163 0.0712 0.1110 0.0502 0.3141 0.2754

Dividends - - - - - - -

Transfer to Reserves - - - - - - -

Compounded Annualised Returns(Based on NAVs of Growth Option) *0.18% *0.17% *-0.02% *2.75% *1.64% *-1.41% *1.42%

Benchmark Index $ $ $$ $$ $$ $$ $$

Return compared to Benchmark Index $ $ -1.07% 1.53% 0.55% -2.34% 0.20%

Net Assets end of period (Rs. Crore) 71.09 91.95 30.12 130.00 49.39 28.41 25.24

NAV at the end of the period 10.0176 10.0169 9.9982 10.2753 10.1643 9.8586 10.1419

Dividend Plan – NRI Option - - 9.5898 9.9692 9.7985 - -

Ratio of Recurring Exps to Net Assets 0.20% 0.22% 0.53% 0.33% 0.43% 0.66% 0.19%

Notes:

1) Returns since inception are for the growth plan in each case except in case of Fixed Maturity Plan – NRI Series 4 –Half Yearly where there is no Growth Option. For Fixed Maturity Plan – Yearly Series 23 the returns have beencalculated on the basis of the NAV of Option H.

2) While arriving at Net Income per unit, Income Equalisation Reserve and mark to market has not been considered andit is calculated on the basis of closing units as of March 31, 2004.

3) The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of theperiod of the respective condensed financial information whereas the returns compared to benchmark index arecomputed for the financial year.

* Fixed Maturity One Year Plan – Series 6, Prudential ICICI Floating Rate Plan, Fixed Maturity Plan – NRI Series 4 – HalfYearly, Prudential ICICI Gilt Fund Investment Plan & Treasury Plan – PF Option, Fixed Maturity Plan – NRI Series 8 –Quarterly, Fixed Maturity Plan – Yearly Series 23, Prudential ICICI Income Multiplier Fund, Fixed Maturity Plan – Series24 – Quarterly and Yearly and Prudential ICICI Advisor Series – Aggressive, Cautious, Moderate, Very Aggressive andVery Aggressive Plans have not completed one year since the date of their launch. Returns are computed in absoluteterms and for Growth Options only from the date of allotment. The NAV on the date of allotment is taken as Rs.10for computation of returns

** Un-audited.

# These Schemes were launched during the year and these schemes were not in existence at the beginning of the year.

$ Appropriate benchmark index is not available.

@ All the unitholders under Prudential ICICI Fixed Maturity Plan – One Year Plus Series – 6 have redeemed their unitson July 14, 2003 and there was fresh subscription on July 21, 2003 at Rs. 10.00, hence, simple absolute returnshave been calculated.

@@ The Net Income per unit mentioned has excluded Income equalisation & marked to market calculated on the basisof market value of net assets of the Scheme on the valuation date, divided by the number of units outstanding onthat date. It may be noted that, as it merely indicates the net income per unit on the valuation date calculated basedupon outstanding units of the scheme on the given date, it is subject to vary from time to time and does not reflectany income / loss of the scheme.

^ All the unit holders under Prudential ICICI Fixed Maturity Yearly Plan Series 3, 4 & 7, Fixed Maturity Plan – NRI Series4, 6 & 8 –Quarterly Option and Prudential ICICI Flexible Income Plus Plan have redeemed their units and unit balanceare nil as on the date of this report.

$$ As provided in the offer document the Benchmark Indices for various Plans under Prudential ICICI Advisor Series areas given below:

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Prudential ICICI Mutual Fund

Benchmark Aggressive Cautious Moderate Very VeryIndices Plan Plan Plan Aggressive Cautious

Nifty 65% 20% 50% 90% NA

Crisil Composite Bond Fund Index 30% 60% 35% NA 40%

Crisil Liquid Fund Index 5% 20% 15% 10% 60%

d) Condensed Financial Information for the period ended December 28, 2005.

Child Care Child Care Short IndexPlan- Plan- Term FundGift Study Plan

Option Option

Historical Per Unit Statistics

Date of Allotment 31-Aug-01 31-Aug-01 25-Oct-01 26-Feb-02

NAV at the beginning of the year

NAV at the beginning of the year (Rs.) 19.51 14.13 — 15.1811

Growth Option — — 11.9440 —

Dividend Option — — 10.6050 —

Institutional Growth — — 11.9703 —

Institutional Dividend — — 10.8415 —

Institutional Fortnightly Dividend — — 10.8443 —

Fortnightly Dividend — — 10.6052 —

@@ Net Income per unit (based on unitsas on 28.1.05) 4.5060 1.6149 0.7059 54.1806

Dividend Option — — 0.3381 —

Dividend Option Institutional — — 0.3595 —

Fortnightly Dividend Option — — 0.3779 —

Institutional Fortnightly Dividend Option — — 0.4084 —

Compounded Annualised Returns (Based

on NAVs of Growth Option) 27.26% 12.47% 6.90% 20.00%

Benchmark Index Nifty Crisil MIP CrisilBlended Short term Nifty

Index Bond Fund

Return compared to Benchmark Index 4.46% 4.93% 2.15% -1.06%

Net Assets end of period (Rs. Crore) 39.49 26.87 480.96 1.34

NAV at the end of the period

Growth Option 22.77 14.9371 12.4336 17.0383

Dividend Option — — 10.6937 —

Institutional Growth — — 12.4816 —

Institutional Dividend — — 10.9367 —

Institutional Fortnightly Dividend — — 10.8895 —

Fortnightly Dividend — — 10.6536

Ratio of Recurring Exps to Net Assetsfor Regular Plans 2.00 1.50 1.00 1.25

Ratio of Recurring Exps to Net Assetsfor Institutional Plans — — 0.8 —

Page 81: Prudential ICICI Mutual Fund - Kotak Mahindra Bank Prudential ICICI Mutual Fund ... life and non-life insurance, ... Asset Management Company Prudential ICICI Asset Management Company

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Long term Plan Sweep Plan Fixed Maturity Flexible IncomeOne Year Plan – Plan

Series 6 @

Historical Per Unit Statistics

Date of Allotment 28-Mar-02 6-Mar-02 29-Jul-04 27-Sep-02NAV at the beginning of the year (Rs.) 10.9616Growth Option 12.3924 — — 11.9432Dividend Option — — — 10.6894Quarterly Option — — — 10.6894

@@ Net Income per unit(based onunits as on 28.1.05) 116.0738 0.2405 0.3431 0.1482Dividend Option/Plan A Dividend 2.000 — — 0.400Quarterly Option — — — 0.400

Compounded Annualised Returns(Based on NAVs of Growth Option) 10.83% 4.24% 2.48% 8.28%

Benchmark Index Crisil Composite Crisil Liquid $ CRISIL CompositeBond Fund Fund Bond Fund

Return compared to Benchmark Index 9.27% -0.47% $ 1.83%

Net Assets end of period (Rs. Crore) 439.60 30.09 222.43 156.94NAV at the end of the periodGrowth Option 13.3945 11.2806 10.2481 12.0465Dividend Option — — — 10.379Quarterly Option — — — 10.4064

Ratio of Recurring Exps toNet Assets for Regular Plans % 0.60 1.00 0.25 1.00

Dynamic Plan SPICE Gilt Fund Gilt FundInvestment Plan - Treasury Plan -

PF Option PF Option

Historical Per Unit StatisticsDate of Allotment 31-Oct-02 10-Jan-03 19-Nov-03 11-Feb-04NAV at the beginningof the year (Rs.) — 56.2998 10.2906 10.1633Growth Option 18.731 — — —Dividend Option 8.0733 — — —

@@ Net Income per unit(based on units as on 28.1.05) 0.6333 634.3681 0.0555 0.1828

Compounded Annualised Returns

(Based on NAVs of Growth Option) 50.96% 38.08% 2.55% 3.72%*

Benchmark Index Nifty BSE SENSEX I-Sec Li Bex I-Sec Si Bex

Return compared to Benchmark Index 19.31% 0.86% 4.55% -.95%

Net Assets end of period (Rs. Crore) 225.43 0.71 127.09 92.14

NAV at the end of the period

Growth Option 25.2256 65.1251 10.3059 10.3719

Dividend Option 10.8784 — — —

Ratio of Recurring Exps to NetAssets for Regular Plans % 2.43 0.80 1.10 1.50

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Prudential ICICI Mutual Fund

Income Fixed Maturity Fixed Maturity DiscoveryMultiplier Plan – Plan –

Fund – Series 24 Series 24Yearly Quarterly

Date of Allotment 30-Mar-04 20-Mar-04 28-Sep-04 16-Aug-04

NAV at the beginning of the year (Rs.) 9.924 10.0176 N.A. *

@@ Net Income per unit(based on units as on 28.1.05) 0.1984 0.4223 0.5145 0.9034

Compounded Annualised Returns(Based on NAVs of Growth Option) 6.15%* 4.41%* 1.81%* 25%*

Benchmark Index CRISIL MIP $ $ S&P CNX Blended Nifty

Return compared to Benchmark Index 6.06% $ $ -0.59%

Dividend Option/Plan A Dividend - - 0.3565 -

Net Assets end of period (Rs. Crore) 126.48 69.68 80.68 181.02

NAV at the end of the period

Growth Option 10.615 10.4407 10.0668 12.50

Dividend Option — — — 12.50

Ratio of Recurring Exps to Net Assetsfor Regular Plans % 2.14 0.20 0.22 2.43

Advisor Series AdvisorAdvisor Series - Advisor Series - Advisor Series - – Very Series – VeryAggressive Plan Cautious Plan Moderate Plan Aggressive Plan Cautious Plan

Historical Per Unit Statistics

Date of Allotment 18-Dec-03 18-Dec-03 18-Dec-03 18-Dec-03 18-Dec-03

NAV at the beginning of the year (Rs.) 9.9982 10.2753 10.1643 9.8586 10.1419

Growth Option 9.9982 10.2753 10.1643 — —

Dividend NRI Option 9.5898 9.9692 9.7985 — —

@@ Net Income per unit(based on units as on 28.1.05) 0.5358 0.2005 0.6960 1.2311 0.4935

Compounded Annualised Returns(Based on NAVs of Growth Option) 13.16% 5.73% 8.87% 17.30% 4.59%

Benchmark Index $$ $$ $$ $$ $$

Return compared to Benchmark Index 7.13% 0.95% 4.35% 9.67% 2.91%

Net Assets end of period (Rs. Crore) 15.26 39.83 18.99 14.55 13.97

NAV at the end of the period

Growth Option 11.4778 10.641 10.9941 11.9473 10.5136

Dividend Option 11.4778 10.641 10.9941 11.9473 10.5136

Ratio of Recurring Exps toNet Assets for Regular Plans % 0.55 0.35 0.45 0.70 0.20

Page 83: Prudential ICICI Mutual Fund - Kotak Mahindra Bank Prudential ICICI Mutual Fund ... life and non-life insurance, ... Asset Management Company Prudential ICICI Asset Management Company

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Long Term Fixed Fixed FMP25Y1 FMP26Q EmergingFloating Rate Maturity Maturity S.T.A.R.

Plan Plan – Plan Y 25Series 25Q (15 months)

Historical Per Unit Statistics

Date of Allotment 10-Aug-04 17-Aug-04 10-Sep-04 31-Aug-04 28-Oct-04

NAV at the beginning of the year (Rs.) * * * * *

@@ Net Income per unit(based on units as on 28.1.05) 0.1812 0.3415 0.3126 0.1499 0.6958

Dividend Option 0.1182 — — — —

Compounded Annualised Returns(Based on NAVs of Growth Option) 2.49%* 2.00%* 1.75%* 2.11%* 13.3%*

Benchmark Index $ $ $ $ CNX NiftyJunior

Return compared to Benchmark Index $ $ $ $ -7.15%

Net Assets end of period (Rs. Crore) 286.10 172.26 38.81 297.78 166.751

NAV at the end of the period

Growth Option 10.1296 10.1995 10.1754 10.0943 11.33

Dividend Option — — — — 11.33

Institutional Growth — 10.2155 — — —

Institutional Dividend — — — — —

Ratio of Recurring Exps to Net Assetsfor Regular Plans % 0.15 0.60 0.40 0.15 2.40

Ratio of Recurring Exps to Net Assetsfor Institutional Plans % — 0.25 — — —

Ratio of Recurring Exps to Net Assetsfor Institutional Plus Plan % — — — — —

Fixed Maturity Fixed Maturity Fixed MaturityPlan – Yearly Plan – Yearly 5 Plan – Yearly

12

Historical Per Unit Statistics Historical Per Unit StatisticsDate of Allotment December 14, 2004 December 31, 2004 Date of Allotment December 15, 2003NAV at the beginning of the year (Rs.) N.A. N.A. NAV at the beginning of the year (Rs.)Growth Option - - Option B – Dividend 10.1532Dividend Option - - Option C 10.1342Dividend Option (Qtrl) - - Option D 10.1342Institutional Option - Growth - - Option E 10.1354@@ Net Income per unit 0.0901 0.0626 Option F 10.1238Dividends - 0.4400 Option G 10.1371Dividend Option (Quarterly) - - Option H 10.1336Dividend Option (fortnightly) - - @@ Net Income per unit 0.2741Transfer to Reserves - - DividendsCompounded Annualised Returns(Based on NAVs of Growth Option) *0.42% *0.12% Option B 0.1878Benchmark Index $ $ Option C 0.2015Return compared to Benchmark Index $ $ Option D 0.2401Net Assets end of period (Rs. Crore) 407.02 126.21 Option E 0.2827NAV at the end of the period Transfer to Reserves -Growth Option 10.0423 10.0118 Compounded Annualised Returns

(Based on NAVs of Growth Option) *3.06%Dividend Option - 10.0118 Benchmark Index $Quarterly Option - Return compared to Benchmark Index $Institutional Option Growth 10.0466 10.0135 Net Assets end of period (Rs. Crore) 29.06Institutional Option Growth - 10.0135Ratio of Recurring Exps to Net Assets 0.69% 0.45% NAV at the end of the periodRatio of Recurring Exps to Net Assets-Institutional Plan-Annualised 0.33% 0.25% Growth Option

Option F 10.2759Option G 10.2999Option H 10.3055Ratio of Recurring Exps to Net Assets 0.50%

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Prudential ICICI Mutual Fund

Floating Rate Plan Long Term FloatingRate Plan

Historical Per Unit StatisticsDate of Allotment March 28, 2003 15-Sep-04NAV at the beginning of the year (Rs.) N.A.Growth Option 10.5040 -Dividend Option 10.0421 -@@ Net Income per unit 0.2833 0.1241Dividend Option – Plan A 0.2105 --Dividend Option – Plan B 0.3782 -Dividend Option – Plan C 0.2263 -Daily Dividend Option – Plan A 0.2108 -Daily Dividend Option – Plan B 0.2200 -Daily Dividend Option – Plan C 0.2231 -Transfer to Reserves - -Compounded Annualised Returns (Based on NAVs of Growth Option) 4.93% 1.96%*

Benchmark Index CRISIL Liquid Fund CRISIL Liquid Fund Index

Return compared to Benchmark Index -5.97% 0.21%Net Assets end of period (Rs. Crore) 2,729.79 439.72NAV at the end of the periodPlan A - Growth 10.2337 10.1773Plan A- Dividend 10.0213 10.1773Plan B - Growth 10.9278 10.1958Plan B- Dividend 10.0589 10.0158Plan C - Growth 10.2516 -Plan C- Dividend 10.0224 -Daily Dividend Option – Plan A 10.0012 -Daily Dividend Option – Plan B 10.0012 -Daily Dividend Option – Plan C 10.0013 -Ratio of Recurring Exps to Net AssetsRatio of Recurring Exps to Net Assets-Plan A 1.00% 1.25Ratio of Recurring Exps to Net Assets-Plan B 0.75% 0.75Ratio of Recurring Exps to Net Assets-Plan C 0.65% 0.75

Notes:

1) Returns since inception are for the growth plan in each case except under Fixed Maturity Plan – Quarterly Series 24,Fixed Maturity Plan – Quarterly Series 25, Fixed Maturity Plan – Quarterly Series 26 for which returns have beencalculated after adjusting declaration of dividend. For Fixed Maturity Plan – Yearly Series 23 the returns have beencalculated on the basis of the NAV of Option H.

2) The additional Plan viz. Plan A, Plan B & Plan C were introduced in Prudential ICICI Floating Rate Plan on July 29,2004. The existing option was assigned as Plan B and returns for the scheme has been computed using Plan B -Growth Option. Similarly in case of Prudential ICICI Long Term Floating Rate Plan returns have been computed usingPlan B - Growth Option.

3) While arriving at Net Income per unit, Income Equalization Reserve and mark to market has not been considered andit is calculated on the basis of closing units as of January 28, 2005.

4) The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of theperiod of the respective condensed financial information whereas the returns compared to benchmark index arecomputed for the financial year.

* Prudential ICICI Gilt Fund Investment Plan & Treasury Plan– PF Options, Fixed Maturity Plan Yearly Series 23, PrudentialICICI Income Multiplier Plan, Fixed Maturity Plan Series 24 – Quarterly, and Yearly Options and Prudential ICICIAdvisor Series, Prudential ICICI Discovery Fund, Prudential ICICI long Term Floating Rate Plan, Fixed Maturity PlanSeries 25 – Quarterly, Yearly, 15 Months Plan, Fixed Maturity Plan Series 26 – Quarterly plan, Prudential ICICIEmerging S.T.A.R. (Stock Targeted At Return) Fund have not completed one year from the date of their launch.Returns are computed in absolute terms and for Growth Options only from the date of allotment. The NAV on thedate of allotment is taken as Rs.10 for computation of returns

** Un-audited.

# These Schemes were launched during the year and these schemes were not in existence at the beginning of the year.

$ Appropriate benchmark index is not available.

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85

@ All the unitholders under Prudential ICICI Fixed Maturity Plan – One Year Plus Series – 6, Prudential ICICI FixedMaturity Plan – Quarterly Series – 24, Prudential ICICI Fixed Maturity Plan –Series – 12, Prudential ICICI Fixed MaturityPlan –Series – 5 have redeemed their units on July 28, 2004 & September 21, 2004, April 15, 2004 & April 21, 2004respectively and there was fresh subscription on July 29, 2004, September 28, 2004, December 14, 2004 & December31, 2004 at Rs. 10.00, hence, simple absolute returns have been calculated.

@@ The Net Income per unit mentioned has excluded Income equalisation & marked to market calculated on the basis ofmarket value of net assets of the Scheme on the valuation date, divided by the number of units outstanding on thatdate. It may be noted that, as it merely indicates the net income per unit on the valuation date calculated basedupon outstanding units of the scheme on the given date, it is subject to vary from time to time and does not reflectany income / loss of the scheme.

^ All the unit holders under Prudential ICICI Fixed Maturity Plan Series 23 have redeemed their units and unit balanceare nil as on the date of this report.

$$ As provided in the offer document the Benchmark Indices for various Plans under Prudential ICICI Advisor Series areas given below:

Benchmark Indices Aggressive Plan Cautious Plan Moderate Plan Very Aggressive Very Cautious Plan Plan

Nifty 70 % 15% 40 % 90 % NA

Crisil Composite Bond Fund Index 25% 70 % 40 % NA 30%

Crisil Liquid Fund Index 5 % 15 % 20 % 10 % 70%

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Prudential ICICI Mutual Fund

SECTION VIUNITHOLDERS RIGHTS & SERVICES

a) Investor Services

The Fund believes in providing the Investors with a superior service to make the Investors’ experience in dealing withthe Fund an efficient and satisfactory one. In order to achieve these goals, the Fund will endeavour to continuouslyestablish and upgrade systems to handle transactions efficiently and resolve any Investor grievances promptly.

b) Ease of Transactions

The Fund intends to make every transaction for the Investor a simple and convenient one. The Fund plans to providethe following services:-

i) Customer Service Centres in major metros

The AMC presently has Customer Service Centres in five main cities and various other cities. Over a period of time,the AMC will endeavour to add further Customer Service Centres and/or sales offices in other cities. Unitholders cango to these Service Centres / Sales Offices for enquiries and transactions during business hours.

ii) Process transactions in a timely manner

Under the Regulations, the Fund/ the Registrar / AMC shall despatch to the Unitholders the redemption proceedswithin ten Business Days from the date of acceptance / deemed acceptance of the request for redemption orrepurchase proceeds, as the case may be.

Under normal circumstances, the Fund will endeavour to complete all monetary transactions within 1(one) BusinessDays from the date of acceptance of a transaction request. Ordinarily, non-monetary transactions or requests will beprocessed, (with the exception of issue of Unit certificates) within 7 (seven) Business Days. Investors should note thatcompletion of monetary/ non-monetary transactions within 1 / 7 Business Days as indicated above would be done on“best efforts” basis and completion of all such transactions are subject to the time limits as prescribed under theRegulations.

c) Problem Resolution

The Fund will follow-up with Customer Service Centres and Registrar on complaints and enquiries received frominvestors for resolving them promptly.

For this purpose, Mr. Ketan Mirchandani has been appointed the Customer Relations Officer. He can be contacted atthe following address:

8th Floor, Peninsula Tower,Peninsula Corporate Park,Ganpatrao Kadam Marg,Off. Senapati Bapat marg,Lower Parel, Mumbai 400 013Phone: (91)(22) 2499 7000Fax : (91)(22) 2499 7029

d) Information about the Scheme

An abridged scheme wise annual report shall be mailed to all Unitholders, not later than six months from March 31of each year. The abridged annual report shall contain such details as are required under the Regulations.

The Fund shall before the expiry of one month from the close of each half year, that is as on March 31 andSeptember 30, publish its unaudited financial results in one English daily newspaper circulating all India and in anewspaper published in the language of the region where the Head Office of the Fund is situated and update thesame on AMC’s website at www.pruicici.com within 30 days and 60 days in two different formats prescribed in termsof SEBI’s circular dated April 20, 2001 and on AMFI web site (www.amfiindia.com) before the expiry of one monthfrom the close of each half-year, in the prescribed format.

Further the Fund shall also disclose the half-yearly scheme portfolios on its web site at www.pruicici.com and onAMFI web site (www.amfiindia.com) in the prescribed format before the expiry of one month from the close of eachhalf-year.

The Fund shall before the expiry of one month from the close of each half year (31st March and 30th September) sendto the Unitholders a complete statement of Plan’s portfolios or if such statement is not sent to the Unitholders, itwill be published by way of an advertisement in one English daily circulating in the whole of India and in anewspaper published in the language of the region where the head office of the mutual fund is situated.

The AMC will disclose the NAV of the Scheme on every Business Day.

e) NAV Information

The NAV of the Scheme will be calculated daily and announced by the Fund on each Business Day. The informationon NAV may be obtained by the Unitholders, on any day, by calling the office of the AMC or any of the InvestorService Centres. The Fund will use its best endeavour to publish NAVs daily, in at least two daily newspapers. Further,the AMC shall endeavour to publish the Purchase & Redemption prices of Units daily in a newspaper with all Indiacirculation.

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AMC shall update the NAVs on the website of Association of Mutual Funds in India - AMFI (www.amfiindia.com) by8.00-p.m. everyday. In case of any delay, the reasons for such delay would be explained to AMFI and SEBI by the nextday. If the NAVs are not available before commencement of business hours on the following day due to any reason,the Fund shall issue a press release providing reasons and explaining when the Fund would be able to publish theNAVs.

f) Disclosure of information under the Regulations

The Fund will, not later than six months after the close of each financial year (March 31), mail to the Unitholders anabridged scheme wise annual report. Further, the full text of the Annual Report will be available for inspection at theoffice of the Fund. A copy of the Annual Report will be sent to Unit holders, free of cost, on specific request.

The Fund shall before the expiry of one month from the close of each half year, that is as on March 31 andSeptember 30, publish its unaudited financial results in one English daily newspaper having all India circulation andin a newspaper published in the language of the region where the Head Office of the Fund is situated and updatethe same on AMC’s website at www.pruicici.com within 30 days and 60 days in two different formats prescribed interms of SEBI’s circular dated April 20, 2001 and on AMFI’s website at www.amfiindia.com within 30 days from theclose of each half year, in the prescribed formats.

Further the Fund shall also disclose the half-yearly scheme portfolios on its web site at www.pruicici.com and onAMFI web site (www.amfiindia.com) in the prescribed format before the expiry of one month from the close of eachhalf-year.

g) Rights of Unitholders of the Scheme and the Plans thereunder

1. Unitholders of a Plan have a proportionate right in the beneficial ownership of the assets of that Plan.

2. When the Fund declares dividend (if any) under the Scheme, the Fund shall dispatch the dividend warrants to theUnitholders within 30 days from the date of declaration of dividend. In terms of the Regulations, the Redemptionproceeds will be dispatched within ten Business Days from the date of acceptance / deemed acceptance of therequest for Redemption or repurchase proceeds, as the case may be.

3. The Trustee is bound to make such disclosures to the Unitholders as are essential in order to keep them informedabout any information known to Trustee which may have an adverse bearing on their investments.

4. The appointment of an AMC for the Fund can be terminated by majority of the Trustee or by 75% of the Unitholdersof the Scheme of the Fund and any change in the appointment of the AMC shall be subject to the prior approvalof SEBI and the Unitholders of the Scheme and the Plans thereunder.

5. The Trustee is obliged to convene a meeting on a requisition of 75% of the Unitholders of the Scheme and thePlans thereunder.

6. 75% of the Unitholders of a Scheme and the Plan thereunder can pass a resolution to wind up the Scheme and thePlans thereunder.

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

8. The Trustee shall obtain the consent of the Unitholders:

a) whenever required to do so by SEBI, in the interest of Unitholders

b) whenever required to do so on the requisition made by three-fourths of the Unitholders of the Scheme and theplans thereunder.

c) when the Trustee decides to wind up or prematurely redeem the units.

9. The Trustees shall ensure that no change in the fundamental attributes of any scheme or the trust or fee andexpenses payable or any other change which would modify the scheme and affects the interests of unit holders iscarried out unless:

– a written communication about the proposed change is sent to each Unitholder and

– an advertisement is given in one English daily newspaper 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 theUnitholders are given an option to exit at the prevailing Net Asset Value without any exit load.

Subject to the Regulations and the guidelines issued by SEBI, the consent of the Unitholders of the Plans will beobtained through voting, by mail. Detailed modalities of the same, including the principles for entitlement of votesfor each Unitholder will be finalized in consultation with and after obtaining the approval of SEBI and the Trustee.

10. Annual report containing accounts of the AMC would be displayed on the websites of the Fund (i.e. www.pruicici.com)Unitholders, if they so desire, may request for the annual report of the AMC.

h) Duration of the Scheme/ Winding up.

The duration of the Scheme is perpetual. The AMC, the Fund and the Trustee reserve the right to make suchchanges/alterations the Scheme (including the charging of fees and expenses) offered under this Offer Document tothe extent permitted by the applicable Regulations. However, in terms of the Regulations, a Scheme may be woundup after repaying the amount due to the Unitholders:

1. On happening of any event, which in the opinion of the Trustee, requires the Scheme to be wound up, OR

2. If seventy five percent (75%) of the Unitholders of the Schemes pass a resolution that the Scheme be wound up,

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OR

3. If SEBI so directs in the interest of the Unitholders

4. In case of non-fulfillment of two conditions prescribed in terms of minimum number of investors and minimumholding by single investor vide SEBI circular No. SEBI/IMD/CIR No.10/22701/03 dated December 12, 2003.

Where the Scheme is so wound up, the Trustee shall give notice of the circumstances leading to the winding up ofthe Scheme to:

1. SEBI and,

2. In two daily newspapers with circulation all over India and in one vernacular newspaper with circulation inMumbai.

On and from the date of the publication of notice of winding up, the Trustee or the Investment Manager, as the casemay be, shall:

1. Cease to carry on any business activities in respect of the Scheme so wound up;

2. Cease to create or cancel Units in the Scheme;

3. Cease to issue or redeem Units in the Scheme.

i) Procedure and manner of Winding up

The Trustee shall call a meeting of the Unitholders to approve by simple majority of the Unitholders present andvoting at the meeting for authorising the Trustee or any other person to take steps for the winding up of theScheme.

The Trustee or the person authorised above, shall dispose of the assets of the Scheme concerned in the best interestof the Unitholders of the Scheme.

The proceeds of sale realised in pursuance of the above, shall be first utilised towards discharge of such liabilities asare due and payable under the Scheme, and after meeting the expenses connected with such winding up, thebalance shall be paid to Unitholders in proportion to their respective interest in the assets of the Scheme, as on thedate the decision for winding up was taken.

On completion of the winding up, the Trustee shall forward to SEBI and the Unitholders a report on the winding up,detailing the circumstances leading to the winding up, the steps taken for disposal of the assets of the Schemebefore winding up, net assets available for distribution to the Unitholders and a certificate from the auditors of theFund.

Notwithstanding anything contained above, the provisions of the Regulations in respect of disclosures of half-yearlyreports and annual reports shall continue to be applicable.

After the receipt of the report referred to above, if SEBI is satisfied that all measures for winding up of the Schemehave been complied with, the Scheme shall cease to exist.

j) Tax benefits of investing in the Mutual Fund

The following information is provided only for general information purpose. In view of the individual nature of taxbenefits each investor is advised to consult with his or her own tax consultant with respect to the specific taximplications arising out of their participation in the scheme.

The Scheme’s auditors, N. M. Raiji and Co. have confirmed that based on the law in force, the following benefits mayaccrue to the respective assesses:

TO THE FUND

The Income of the Fund registered under the Securities and Exchange Board of India Act, 1992 (15 of 1992) orregulations made there under will be exempt from income tax in accordance with the provisions of section 10(23D)of the Act. The income received by the Fund is not liable for deduction of tax at source.

As per section 115R, the Mutual Funds are liable to pay additional income tax on the income distributed by it.

The Finance (No. 2) Act 2004 has amended the provisions of section 115R of the Act, whereby additional tax ispayable at different rates on income distributed to different class of unitholders. The Mutual Funds will be liable topay additional income tax at the rate of 12.50% plus applicable surcharge on the income distributed by the Fund toIndividuals and HUFs and at the rate of 20% plus applicable surcharge on the income distributed to any otherassessees. The aforesaid rates are applicable in respect of income distributed by the fund on or after July 09, 2004.Levy of education cess at the rate of 2% is also applicable on total tax payable.

TO THE UNITHOLDERS

INCOME RECEIVED FROM MUTUAL FUND

According to section 10(35) of the Act, any income received in respect of units of Mutual Fund specified undersection 10(23D) will be exempt from income tax in the hands of the unit holders. Further, it has been clarified thatincome arising from transfer of units of Mutual Fund shall not be exempt under section 10(35).

LONG TERM CAPITAL GAINS ON TRANSFER OF UNITS

The provisions for taxation of long-term capital gains for different categories of assessees are explained hereunder:

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For Individuals and HUFs

Long-term Capital Gains in respect of Units of Mutual Fund held for a period of more than 12 months will bechargeable under section 112 of the Act, at a rate of 20% plus surcharge, as applicable and cess. Capital Gainswould be computed after taking into account cost of acquisition as adjusted by Cost Inflation Index notified by theCentral Government and expenditure incurred wholly and exclusively in connection with such transfer. In the casewhere taxable income as reduced by long term capital gains is below the exemption limit, the long term capital gainswill be reduced to the extent of the shortfall and only the balance long term capital gains will be charged at the flatrate of 20% plus surcharge, as may be applicable and cess.

It is further provided that an assessee will have an option to apply concessional rate of 10% plus applicablesurcharge and cess, provided the long term capital gains are computed without substituting indexed cost in place ofcost of acquisition.

For Partnership Firms, Non-Residents, Indian Companies/Foreign Companies

Long-term Capital Gains in respect of Units held for a period of more than 12 months will be chargeable undersection 112 of the Act at a rate of 20% plus surcharge, as may be applicable and cess. Capital gains would becomputed after taking into account cost of acquisition as adjusted by Cost Inflation Index notified by the CentralGovernment and expenditure incurred wholly and exclusively in connection with such transfer.

It is further provided that an assessee will have an option to seek concessional rate of 10%, plus applicablesurcharge and cess to long-term capital gains computed without adjusting for cost for indexation.

(iii) For Non-resident Indians

Long-term Capital Gains in respect of Units held for a period of more than 12 months will be chargeable undersection 112 of the Act at a rate of 20% plus surcharge, as may be applicable and cess. Capital gains would becomputed after taking into account cost of acquisition as adjusted by Cost Inflation Index notified by the CentralGovernment and expenditure incurred wholly and exclusively in connection with such transfer.

It is further provided that an assessee will have an option to seek concessional rate of 10%, plus applicablesurcharge and cess to long-term capital gains computed without adjusting for cost for indexation.

Further, under section 115E of the Act for non-resident Indians, income by way of long-term capital gains in respectof Units is chargeable at the rate of 20% plus applicable surcharge and cess. Such long-term capital gains would becalculated without indexation of cost of acquisition.

Non-resident Indians may opt for computation of long term capital gains as per section 112 as explained above,which is more beneficial.

(iv) For Overseas Financial Organisations, including Overseas Corporate Bodies and Foreign Institutional Investorsfulfilling conditions laid down under section 115AB (Offshore Fund)

Under section 115AB of the Act, income by way of long-term capital gains in respect of units purchased in foreigncurrency held for a period of more than 12 months will be chargeable to tax at the rate of 10%, plus applicablesurcharge and cess. Such gains would be calculated without indexation of cost of acquisition.

SHORT TERM CAPITAL GAINS ON TRANSFER OF UNITS

The provisions for taxation of short-term capital gains for different categories of assessees is explained hereunder:

Short term Capital Gains in respect of Units held for a period of not more than 12 months is added to the totalincome. Total income including short-term capital gains is chargeable to tax as per the relevant slab rates.

Income Tax Rates

The maximum tax rates applicable to different categories of assessees are as follows:

Resident individuals and HUF 30% plus surcharge and cessPartnership Firms 35% plus surcharge and cessIndian companies 35% plus surcharge and cessNon Resident Indians 30% plus surcharge and cessForeign Companies 40% plus surcharge and cess

A surcharge of 2.5% on the income tax would be levied on all categories of assesses except in the case ofindividuals and HUF. With regards to individuals and HUF having a total income exceeding Rs. 850,000, a surchargeof 10% would be applicable. Further, education cess at the rate of 2% on the income tax (including applicablesurcharge) would be applicable for all categories of assessees.

CAPITAL LOSSES

Losses under the head “Capital Gains” cannot be setoff against income under any other head. Further within thehead “Capital Gains”, losses arising from the transfer of long-term capital assets cannot be adjusted against gainsarising from the transfer of a short-term capital asset. However, losses arising from the transfer of short-term capitalassets can be adjusted against gains arising from the transfer of either a long-term or a short-term capital asset.

Finance Act, 2004 has inserted Section 10(38), whereby Long term Capital gain on sale of units of Equity OrientedFund will be exempt from Income Tax provided certain conditions are fulfilled. Hence, losses arising from such typeof transaction of sale of units of Equity Oriented Fund would not be eligible for set-off against taxable capital gains.

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Unabsorbed long-term capital loss can be carried forward and set off against the long-term capital gains arising insubsequent eight assessment years.

Unabsorbed short-term capital loss can be carried forward and set off against the income under the head CapitalGains in subsequent eight assessment years.

According to section 94(7) of the Act as amended by the Finance (No. 2) Act, 2004, if any person buys or acquiresunits within a period of three months prior to the record date fixed for declaration of dividend or distribution ofincome and sells or transfers the same within a period of nine months from such record date, then losses arisingfrom such sale to the extent of income received or receivable on such units, which are exempt under the Act, will beignored for the purpose of computing his income chargeable to tax.

Further, Finance (No. 2) Act, 2004 has inserted sub-section (8) in Section 94 which provides that, where additionalunits have been issued to any person without any payment, on the basis of existing units held by such person thenthe loss on sale of original units shall be ignored for the purpose of computing income chargeable to tax, if theoriginal units were acquired within 3 months prior to the record date fixed for receipt of additional units and soldwithin 9 months from such record date. However, the loss so ignored shall be considered as cost of acquisition ofsuch additional units held on the date of sale by such person.

TAX DEDUCTION AT SOURCE

For Income in respect of units:

No tax shall be deducted at source in respect of any income credited or paid in respect of units of the Fund as perthe provisions of section 10(35), section 194K and section 196A.

For Capital Gains:

(i) In respect of Resident Unit holders:

No tax is required to be deducted at source on capital gains arising to any resident unit holder (under section194K) vide circular no. 715 dated August 8, 1995 issued by the Central Board for Direct Taxes (CBDT).

(ii) In respect of Non- Resident Unit holders:

Under section 195 the Act, tax shall be deducted at source in respect of capital gains as under:

In case of non resident other than a company –

Long term capital gains 20% plus surcharge and cess

Short term capital gains 30% plus surcharge and cessIn case of foreign company –Long term capital gains1 20% plus surcharge and cess

Short term capital gains 40% plus surcharge and cessIn case of Offshore Fund as defined in 115AB –Long term capital gains1 10% plus surcharge and cess

As per circular no. 728 dated October 1995 by CBDT, in the case of a remittance to a country with which a DoubleTaxation Avoidance Agreement (DTAA) is in force, the tax should be deducted at the rate provided in the Finance Actof the relevant year or at the rate provided in DTAA whichever is more beneficial to the assessee.

EXEMPTION FROM TAX ON CAPITAL GAINS ARISING ON TRANSFER OF UNITS HELD FOR MORE THAN 12MONTHS

Under section 54EC of the Act

As provided under section 54EC, and subject to the conditions specified therein, where an assessee has made capitalgains from the transfer of units held in Mutual Fund Scheme for a period exceeding 12 months and the assessee hasany time within a period of 6 months after the date of such transfer, invested the whole of the capital gains in thelong term specified assets i.e., in bonds redeemable after 3 years issued by the National Bank for Agriculture andRural Development, or by the National Highways Authority of India or by the Rural Electrification Corporation Limitedor by National Housing Bank or by the Small Industries Development Bank of India, such capital gains shall beexempted from tax on capital gains under section 54EC of the Income Tax Act, 1961. However, if the assessee hasinvested only a part of the capital gains, he will be eligible for the proportionate exemption.

Under section 54ED of the Act

Under Section 54ED and subject to the conditions specified therein, capital gains arising from the transfer of unitsheld in the Mutual Fund Scheme for a period exceeding 12 months will be exempt, if the assessee has, any timewithin a period of 6 months after the date of such transfer, invested the whole of the capital gains in acquiringequity shares forming part of an eligible issue of capital. However, if the assessee has invested only a part of thecapital gains, he will be eligible for the proportionate exemption. An eligible issue of capital means an issue ofequity shares offered for subscription to the public by a public company formed and registered in India.

INVESTMENTS BY CHARITABLE AND RELIGIOUS TRUSTS

Units of a Mutual fund Scheme referred to in clause 23D of section 10 of the Income Tax Act, 1961, constitute aneligible avenue for investment by charitable or religious trusts per rule 17C of the Income Tax Rules, 1962, read withclause (xii) of sub-section (5) of section 11 of the Income Tax Act, 1961.

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WEALTH TAX

Units held under the Mutual Fund Scheme are not treated as assets within the meaning of section 2(ea) of theWealth Tax Act, 1957 and are, therefore, not liable to Wealth-Tax.

GIFT TAX

Units of the Mutual Fund may be given as a gift and no gift tax will be payable either by the donor or the donee,as the Gift Tax Act has been abolished.

k) Unclaimed redemption amount

The unclaimed Redemption amount may be deployed by the Mutual Fund in call money market or money marketinstruments only and the investors who claim these amounts during a period of three years from the due date shallbe paid at the prevailing Net Asset Value. After a period of three years, this amount will be transferred to a poolaccount and the investors can claim the amount at NAV prevailing at the end of the third year. The income earnedon such funds will be used for the purpose of investor education. The AMC will make a continuous efforts toremind the investors through letters to take their unclaimed amounts. Further, the investment management feecharged by the AMC for managing unclaimed amounts shall not exceed 50 basis points.

Unclaimed Dividend / Redemptions in respect of the open ended funds normally represent the time lag betweenfunding of the respective accounts (with bank) by the AMC and the time taken for presentation of redemption/dividend warrants by the investors. No significant delay in the process is noticed. Hence the details in respect ofopen-ended funds is not mentioned.

Details in respect of Prudential ICICI Premier are given below -

As of March 31, 2004 As of January 28, 2005

Unclaimed Redemption Amount – Rs. 9.53 Crores in respect Rs.5.85 croresPremier Redeemed of 30,737 investors of 26883 Investors

Unclaimed Redemption Amount – Rs. 4.64 Crores in respect of Rs.3.57 CroresPremier Rolled Over Redeemed 6,854 investors of 5448 Investors

Unclaimed Dividend Amount Rs.0.03 Crores Rs. 0.03 Crores

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SECTION VIOTHER MATTERS

a) UNITHOLDER GRIEVANCES REDRESSAL MECHANISM

Investor grievances are normally received at AMC office or at the Customer Service Centres or directly by theRegistrar. All grievances are forwarded to the Registrar for their necessary action. The complaints are closely followedup with the Registrar to ensure timely redresses and prompt investor service. Given below is the complaint history forthe last three fiscal years:

ICICI Premier ICICI Power #

01/04/2001 to 31/03/2002Complaints/ Requests received during the period 1011 1209#Redressed during the period 1011 1215#Pending as on March 31, 2002 4 Nil

01/04/2002 to 31/03/2003Complaints/ Requests received during the period 700 Not applicableRedressed during the period 699 Not applicablePending as on March 31, 2003 5 Not applicable

01/04/2003 to 31/3/2004Complaints/ Requests received during the period 592 Not applicableRedressed during the period 594 Not applicablePending as on March 31, 2004 3 Not applicable

01/04/2004 to 28/01/2005Complaints/ Requests received during the period 484 Not applicableRedressed during the period 484 Not applicablePending as on January 28, 2005 4 Not applicable

# Status reported till the Record Date of Conversion. Name changed to Prudential ICICI Power with effectfrom September 27, 2001. The status on investor complaints consequent to conversion is reported separately.

The above two funds were launched in 1994. . ICICI Power has been converted in to an open-ended fund w.e.f.September 27, 2001. Consequent to conversion its name is changed to Prudential ICICI Power. Further, ICICI Premierwas rolled over for a further period of 5 years in February 1999 and is open for repurchase w.e.f. February 7, 2001.The pending investor complaints / requests pertain to, inter-alia, Issue of duplicate certificates, non receipt of certificates,non receipt of redemption/dividend warrants, revalidation of dividend warrants, name correction, change of addressof the Unitholder, registration of death cases, registration of Power of Attorney, transfer/transmission of Units etc. Allinvestor grievances are normally redressed within a period of 15 days of their receipt, subject to the informationfurnished by the Unitholder is complete and accurate. If such information is not provided/not available with theRegistrars to the above Schemes, the matter is further followed up with the investors. Investor complaints arecontinuously monitored with the Registrar to the Schemes.

The details relating to the nineteen open ended schemes launched by the Fund are as under:

Data relating to the period July 1998 to January 28, 2005

Scheme Complaints Complaints ComplaintsReceived redressed pending

Prudential ICICI Growth Plan 513 513 NilPrudential ICICI Income Plan 1040 1040 NilPrudential ICICI Liquid Plan 150 150 Nil

Prudential ICICI FMCG Fund 403 403 NilPrudential ICICI Tax Plan 413 413 NilPrudential ICICI Gilt Fund 130 130 Nil

Prudential ICICI Balanced Fund 483 483 NilPrudential ICICI Technology Fund 1997 1997 NilPrudential ICICI Monthly Income Plan 121 121 Nil

Prudential ICICI Fixed Monthly Plan 18 18 NilPrudential ICICI Child Care Plan 178 178 NilPrudential ICICI Power 150 150 Nil

Prudential ICICI Short Term Plan 3 3 NilPrudential ICICI Long Term Plan 0 0 NilPrudential ICICI Sweep Plan 0 0 Nil

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Scheme Complaints Complaints ComplaintsReceived redressed pending

Prudential ICICI Flexible Income Plan 10 10 Nil

Prudential ICICI Dynamic Plan 14 14 NilPrudential ICICI Floating Rating Plan 3 3 Nil

Prudential ICICI Index Fund-S&P CNX Nifty Plan 8 8 Nil

Sensex Prudential ICICI Exchange Traded Fund 0 0 Nil

Prudential ICICI Advisory Series 3 3 Nil

Prudential ICICI Income Multiplier Fund 5 5 Nil

Prudential ICICI Discovery Fund 4 4 Nil

Prudential ICICI Emerging Star 2 2 Nil

Prudential ICICI Long Term Floating Rate 0 0 Nil

Total 5648 5648 Nil

b) ASSOCIATE TRANSACTIONS

Investment in Group Companies:

Details of investments made by the schemes in securities of Sponsor i.e. ICICI Bank Ltd. (erstwhile ICICI Ltd.) duringthe previous three financial years is as follows:

(Amount in Rupees)

Scheme name/Nature of April 1, F.Y 2003-2004 F.Y 2002-2003 F.Y. 2001-2002investment 2004 to

January 28,2005

Investment in Bonds of ICICI Bank Ltd.

Prudential ICICI Income Plan - 15,00,00,000 818,794,702 1,027,466,435

Prudential ICICI Balanced Fund - - - 17,991,012

Prudential ICICI Liquid Plan - 10,00,00,000 10,891,898 39,359,762

Prudential ICICI Short Term Plan - - 58,913,072 61,800,122

Investment in NSE Linked Mibor Deposits /Term Deposit of ICICI Bank Ltd

Prudential ICICI Liquid Plan - 13,250,000,000 200,000,000 1,500,000,000

Prudential ICICI Monthly Income Plan -

Prudential ICICI Short Term Plan - 1,250,000,000 - -

Prudential ICICI Power - - - 20,000,000

ICICI Premier - - - 20,000,000

Prudential ICICI Balanced Fund - - - 80,000,000

Prudential ICICI Fixed Maturity Plan –Yearly Series 23 - 16,000,000 5,000,000,000 -

Prudential ICICI Fixed Maturity Plan –Yearly Series 12 - 21,700,000 50,000,000 -

Prudential ICICI Fixed Maturity Plan –Yearly Series 6 - 200,000,000 - -

Prudential ICICI Fixed Maturity Plan –NRI Series 4 – Half Yearly - 127,000,000 - -

Investment in equity shares of Erstwhile ICICI Ltd -

Prudential ICICI Index Fund - - - 1,031,715

Investment in equity shares of ICICI Bank Ltd

Prudential ICICI Index Fund 1,19,111 4,094,680 3,491,370 592,862

Sensex Prudential ICICI Exchange Traded Fund 6,53,074 4,144,321 6,327,798 -

TOTAL 7,72,085 15,122,939,001 6,148,418,840 2,768,241,908

% to the net assets of the Mutual Fund 0.00048% 10.55% 6.77% 4.19%

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Underwriting obligations with respect to issues of Associate Companies:

The AMC has, till date, not entered into any underwriting contracts in respect of any public issue made by any of itsassociate companies.

Subscription in issues lead managed by ICICI Securities Ltd. [erstwhile ICICI Securities & Finance Company Limited(I-Sec)]

ICICI Securities Ltd. (erstwhile ICICI F.Y. 2001-2002 F.Y 2002-2003 F.Y 2003-2004 April 1, 2004Securities and Finance Co. Ltd.) to January 28, 2005Brokerage

Prudential ICICI Power Nil Nil *41,080,800 156304614Prudential ICICI Income Plan 50,000,000 200,000,000 Nil NilPrudential ICICI Liquid Plan 250,000,000 Nil Nil 750,000,000Prudential ICICI Growth Plan Nil Nil *47,483,650 129255776Prudential ICICI Tax Plan Nil Nil *2,187,500 3829124Prudential ICICI Child Care Plan – Gift Plan Nil Nil Nil 3576778Prudential ICICI Child Care Plan – Study Plan Nil Nil Nil 2521438Prudential ICICI Monthly Income Plan Nil Nil *21,828,505 364712588Prudential ICICI Balanced Fund Nil Nil *12,968,855 26462354Prudential ICICI Dynamic Plan Nil Nil *11,610,665 30681414Prudential ICICI Technology Fund Nil Nil Nil 6613818Prudential ICICI Income Multiplier Fund Nil Nil 3,932,175 112104202Prudential ICICI Discovery Fund Nil Nil Nil 11678382Prudential ICICI Flexible Income Plan Nil Nil Nil 250,000,000Prudential ICICI Floating Rate Plan Nil Nil Nil 250,000,000Prudential ICICI Short Term Plan Nil Nil Nil 250,000,000Prudential ICICI Long Term Plan Nil Nil Nil 150,000,000 Prudential ICICI Emerging S.T.A.R. Fund Nil Nil Nil 5131512

TOTAL 300,000,000 200,000,000 141,092,150 2,432,402,000

*Includes Prudential ICICI Mutual Fund’s subscription to the issue of Maruti Udyog Ltd. through JM Morgan StanleySecurities Pvt. Ltd. This declaration has been made as a matter of disclosure to the investors.

Subscription in issues lead managed by ICICI Bank Limited(Amount in Rupees)

Name of the Scheme F.Y. 2001-2002 F.Y 2002-2003 F.Y 2003-2004 April 1, 2004to January 28, 2005

Prudential ICICI Income Plan 72,728,496 Nil Nil NilPrudential ICICI Liquid Plan 23,142,034 1,450,000,000 Nil NilPrudential ICICI Short Term Plan Nil 603,220,568 Nil NilPrudential ICICI Monthly Income Plan 36,628,268 445,762,855 Nil NilPrudential ICICI Flexible Income Plan Nil 300,000,000 Nil Nil

Subscription in issues lead managed by ICICI Capital Services Limited

(Amount in Rupees)

Name of the Scheme F.Y. 2001-2002 F.Y 2002-2003 F.Y 2003-2004 April 1, 2004to January 28, 2005

Prudential ICICI Income Plan 540,000,000 Nil Nil Nil

Prudential ICICI Short Term Plan 10,000,000 Nil Nil Nil

The above investments were considered sound. Before making an investment, AMC evaluated the same on merits and onarms’ length basis and in accordance with the objectives of the scheme.

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Transactions with Associate Companies:

(Amount in Rupees)

F.Y. 2001-2002 F.Y 2002-2003 F.Y 2003-2004 April 1, 2004 toJanuary 28, 2005

ICICI Bank Limited – Bank Charges

Prudential ICICI Monthly Income Plan 901065 825,665 945,772 1,163,745.48Prudential ICICI Balanced Fund 724479 825,500 935,260 596,325.31Prudential ICICI FMCG Fund 674,607 427,000 63,040 96,399.57Prudential ICICI Gilt Fund – Investment 949,692 889,297 811,421 500,934.95Prudential ICICI Gilt Fund – Treasury 901,716 825,762 185,029 235,084.47Prudential ICICI Growth Plan 755,177 827,049 958,392 666,184.45Prudential ICICI Income Plan 1,724,925 1,326,708 1,133,115 890,209.29Prudential ICICI Liquid Plan 1,839,595 889,394 688,562 1,167,168.86Prudential ICICI Power 3345 15 958,588 823,578.91Prudential ICICI Tax Plan 620,145 1501 470,030 118,996.38Prudential ICICI Technology Fund 879,799 831,405 145,052 340,787.26Prudential ICICI Child Care Plan-Gift Plan 3,644 350 56,396 143,095.87Prudential ICICI Child Care Plan-Study Plan 12,681 730 15,689 49,426.34Prudential ICICI Short Term Plan 423,699 825,715 1,012,692 526,939.51Prudential ICICI Long Term Plan Nil Nil 68,619 63,709.85Prudential ICICI Flexible Income Plan Nil 398,750 933,012 531,353.30Prudential ICICI Dynamic Plan Nil 112 770,817 319,458.89Prudential ICICI Floating Rating Plan Nil Nil 333,309 574,900.13Prudential ICICI Gilt Fund – Investment - PF Option Nil Nil 200 261,133.95Prudential ICICI Gilt Fund – Treasury - PF Option Nil Nil Nil 255,253.95Prudential ICICI Income Multiplier Fund Nil Nil Nil 274,790.94Prudential ICICI Discovery Fund Nil Nil Nil 339,604.45Prudential ICICI Fixed Maturity –Quarterly Plan-Series 24 Nil Nil Nil 14.00Prudential ICICI Long term floating Plan Nil Nil Nil 29,751.31Prudential ICICI Emerging S.T.A.R. Fund Nil Nil Nil 162,882.74Prudential ICICI Agressive Plan Nil Nil Nil 6,089.00Prudential ICICI Cautious Plan Nil Nil Nil 1,575.00Prudential ICICI Moderate Plan Nil Nil Nil 1,108.00Prudential ICICI Very Aggressive Plan Nil Nil Nil 3,328.00Prudential ICICI very Cautious Plan Nil Nil Nil 6,860.00ICICI Premier 470 Nil 38,341 NilPrudential ICICI Index Fund Nil Nil 73 NilPrudential ICICI Gilt Fund –1 Year plus 150 Nil Nil NilPrudential ICICI Fixed Maturity Plan Quarterly series 1 37,707 Nil Nil NilPrudential ICICI Fixed Maturity Plan Quarterly series 2 4,979 50 Nil NilPrudential ICICI Fixed Maturity Plan Quarterly series 3 15,748 Nil Nil NilPrudential ICICI Fixed Maturity Plan Half-Yearly series 1 150 Nil Nil NilPrudential ICICI Fixed Maturity Plan Half-Yearly series 2 150 Nil Nil NilPrudential ICICI Fixed Maturity Plan Yearly series 1 150 Nil 82 NilPrudential ICICI Fixed Maturity Plan Yearly series 2 150 Nil Nil NilPrudential ICICI Fixed Maturity Plan Yearly series 3 200 661 Nil NilPrudential ICICI Fixed Maturity Plan Yearly series 5 248 Nil Nil NilPrudential ICICI Sweep Plan Nil Nil 1,174 NilPrudential ICICI Fixed Maturity Plan – Yearly Series 23 Nil Nil 46 NilICICI Bank Limited – BrokeragePrudential ICICI Growth Plan 945,779 1287401 4,921,497 1,961,331Prudential ICICI FMCG Fund 9,095 36,865 342,403 38,012Prudential ICICI Balanced Fund 64,065 371,333 1,228,809 1,134,703Prudential ICICI Tax Plan 104,654 182,185 317,554 299,095Prudential ICICI Technology Fund 103,779 688,780 1,141,174 567,112Prudential ICICI Power 360 82,382 19,893,911 10,497,694

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Prudential ICICI Mutual Fund

(Amount in Rupees)

F.Y. 2001-2002 F.Y 2002-2003 F.Y 2003-2004 April 1, 2004 toJanuary 28, 2005

Prudential ICICI Child Care Plan-Study Plan 49,857 240,792 331,695 284,945Prudential ICICI Child Care Plan-Gift Plan 93,326 368,251 440,987 520,327Prudential ICICI Dynamic Plan Nil 1,402,785 3,995,832 1,775,088Prudential ICICI Discovery Nil Nil Nil 3,647,049Prudential ICICI Emerging Star Nil Nil Nil 9,927,802Prudential ICICI Income Plan 1,396,509 18,404,188 19,652,833 3,874,083Prudential ICICI Monthly Income Plan 119,431 2,178,352 3,794,594 3,461,998Prudential ICICI Income Multiplier Fund Nil Nil 346,122 453,071Prudential ICICI Liquid Plan 3,530,911 13,452,007 14,253,329 4,503,764Prudential ICICI Short Term Plan Nil 15,237,064 8,976,641 607,286Prudential ICICI Flexible Income Plan Nil 2,512,861 6,755,437 1,916,442Prudential ICICI Long Term Plan Nil 137 636 498Prudential ICICI Gilt Fund – Treasury 26,546 147,943 67,126 121,014Prudential ICICI Gilt Fund Treasury – PF Option Nil Nil 157,604 137,851Prudential ICICI Gilt Fund – Investment 145,086 4,448,085 5,051,182 2,474,760Prudential ICICI Gilt Fund Investment Plan – PF Option Nil Nil 1,893,378 386,146Prudential ICICI Liquid Plan – Institutional Option Nil Nil Nil 7,452,490Prudential ICICI Short Term Plan – Institutional Option Nil Nil Nil 870,885Prudential ICICI Income Plan – Institutional Option Nil Nil Nil 110,819Prudential ICICI Floating Rate Plan Nil 995 349,724 3,120,312Prudential ICICI Long Term Floating Rate Plan Nil Nil Nil 582,572Prudential ICICI Fixed Maturity Plan – Series 24 –Quarterly Nil Nil 4,781 56,844Prudential ICICI Fixed Maturity Plan – Series 25 Nil Nil Nil 54,933Prudential ICICI Fixed Maturity Plan – Series 25 –Quarterly Plan Nil Nil Nil 6,692Prudential ICICI Fixed Maturity Plan – Series 25 –Yearly Plan Nil Nil Nil 21,300Prudential ICICI Fixed Maturity Plan – Series 26 Nil Nil Nil 15,348Prudential ICICI Fixed Maturity Plan – Series 26 –Quarterly Plan Nil Nil Nil 13,516Prudential ICICI Fixed Maturity Plan Yearly series 5 1,719 156,198 46,342 105,800Prudential ICICI Fixed Maturity Plan Yearly series 6 Nil 378,438 Nil 17,123Prudential ICICI Fixed Maturity Plan Yearly series 6 –Institutional Option Nil Nil Nil 4,324Prudential ICICI Fixed Maturity Plan Yearly series 12 Nil Nil Nil 467,243Prudential ICICI Fixed Maturity Plan Yearly series 12– Institutional Option Nil Nil Nil 100,771Prudential ICICI Very Cautious Plan Nil Nil 285,110 192,351Prudential ICICI Cautious Plan Nil Nil 345,285 586,011Prudential ICICI Moderate Plan Nil Nil 1,189,032 121,515Prudential ICICI Agressive Plan Nil Nil 1,283,833 173,627Prudential ICICI Very Aggressive Plan Nil Nil 1,741,893 80,299Prudential ICICI Fixed Maturity Plan Half-Yearly series 1 15,815 39,558 809 NilPrudential ICICI Fixed Maturity Plan Half-Yearly series 2 949 977 305 NilPrudential ICICI Fixed Maturity Plan Quarterly series 1 11,171 11,929 1,944 NilPrudential ICICI Fixed Maturity Plan Quarterly series 2 1,308 11,668 6,709 NilPrudential ICICI Fixed Maturity Plan Quarterly series 3 139,294 4676 270 NilPrudential ICICI Fixed Maturity Plan Yearly series 2 Nil 8,611 809 NilPrudential ICICI Fixed Maturity Plan Yearly series 3 Nil 98,754 145,555 NilPrudential ICICI Fixed Maturity Plan Yearly series 4 33 88 66 Nil

Prudential ICICI Fixed Maturity Plan Yearly series 7 Nil 600 Nil NilPrudential ICICI Fixed Maturity Plan Yearly series 1 239 109,263 1,262 NilPrudential ICICI Index Fund Nil 29,945 33,828 Nil

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(Amount in Rupees)

F.Y. 2001-2002 F.Y 2002-2003 F.Y 2003-2004 April 1, 2004 toJanuary 28, 2005

Prudential ICICI Fixed Maturity Plan –Deposit Plus NRI Series 4 – Quarterly Plan Nil Nil 107,638 NilPrudential ICICI Fixed Maturity Plan –Deposit Plus NRI Series 6 – Quarterly Plan Nil Nil 46,897 Nil

Prudential ICICI Fixed Maturity Plan –Deposit Plus NRI Series 8 – Quarterly Plan Nil Nil 123,529 Nil

Prudential ICICI Sweep Plan Nil Nil 831,586 NilPrudential ICICI Fixed Maturity Plan – Series 24 – Yearly Nil Nil 26,250 NilICICI Infotech Services Limited – Service ChargesICICI Premier 583,330 1,597,609 1,030,481 NilPrudential ICICI Balanced Fund Nil Nil 202,835 94,838.66Prudential ICICI Discovery Fund 2,270.82Prudential ICICI Dynamic Plan Nil Nil 426,905 202,725.69Prudential ICICI Flexible Income Plan Nil Nil 483,577 132,305.83Prudential ICICI Floating Rate Plan Nil Nil 8,765 113,464.72Prudential ICICI FMCG Fund Nil Nil 73,357 36,543.47Prudential ICICI Child Care Plan – Gift Option Nil Nil 67,493 100,344.93Prudential ICICI Gilt fund – Investment Option Nil Nil 112,830 50,661.05Prudential ICICI Gilt Fund Investment Plan –PF Option Nil Nil 12,916 9,356.83Prudential ICICI Gilt Fund – Investment Plan -TreasuryOption Nil Nil 11,584 11,885.67Prudential ICICI Gilt Fund – Treasury Option–PF Option Nil Nil 11,584 5,862.14Prudential ICICI Growth Plan Nil Nil 490,222 267,988.55Prudential ICICI Income Multiplier Fund Nil Nil Nil 162,342.54Prudential ICICI Income Plan Nil Nil Nil 947,307.36Prudential ICICI Liquid Plan Nil Nil 683,225 608,337.90Prudential ICICI Long Term Plan Nil Nil 523 2,746.06Prudential ICICI Monthly Income Plan Nil Nil 630,504 596,595.37Prudential ICICI Power Nil Nil 1,182,127 804,016.71ICICI Premier Redeemed 19,930 671,043 376,805 25,922.52Prudential ICICI Short Term Plan Nil Nil 233,911 74,132.94Prudential ICICI Child Care Plan – Study Plan Nil Nil 60,391 39,095.52Prudential ICICI Tax Plan Nil Nil 231,565 271,738.07Prudential ICICI Technology Fund Nil Nil 519,188 255,000.52Prudential ICICI Fixed Maturity Plan – Half Yearly Nil Nil 190 NilPrudential ICICI Fixed Maturity Plan – Half Yearly 2 Nil Nil 552 NilPrudential ICICI Fixed Maturity Plan – Quarterly Nil Nil 1,216 NilPrudential ICICI Fixed Maturity Plan – Quarterly Series 2 Nil Nil 281 NilPrudential ICICI Fixed Maturity Plan – Quarterly Series 3 Nil Nil 467 NilPrudential ICICI Fixed Maturity Plan – Yearly Series 3 Nil Nil 699 NilPrudential ICICI Fixed Maturity Plan – Yearly Series 4 Nil Nil 109 NilPrudential ICICI Fixed Maturity Plan – Yearly Series 6 Nil Nil 437 NilPrudential ICICI Fixed Maturity Plan – Yearly Series 7 Nil Nil 12 NilPrudential ICICI Income Plan Nil Nil 1,809,367 NilPrudential ICICI Fixed Maturity Plan –Deposit Plus NRI Series 6 – Quarterly Plan Nil Nil 110 NilPrudential ICICI Flexible Income Plus Plan Nil Nil 56 NilPrudential ICICI Fixed Maturity Plan-Quarterly Series 24 Nil Nil Nil 618.83Prudential ICICI Fixed Maturity Plan – Yearly Series 1 Nil Nil 247 112.35Prudential ICICI Fixed Maturity Plan – Yearly Series 12 Nil Nil 3,946 151.86Prudential ICICI Fixed Maturity Plan – Yearly Series 2 Nil Nil 972 32.98Prudential ICICI Fixed Maturity Plan-Yearly Series 24 Nil Nil Nil 259.89Prudential ICICI Fixed Maturity Plan – Yearly Series 5 Nil Nil 2,199 48.60Prudential ICICI Agressive Plan Nil Nil Nil 33,223.68

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Prudential ICICI Mutual Fund

(Amount in Rupees)

F.Y. 2001-2002 F.Y 2002-2003 F.Y 2003-2004 April 1, 2004 toJanuary 28, 2005

Prudential ICICI Cautious Plan 34,199.76Prudential ICICI Moderate Plan Nil Nil Nil 34,421.13Prudential ICICI Very Aggressive Plan Nil Nil Nil 187,383.70Prudential ICICI Very Cautious Plan Nil Nil Nil 12,328.63ICICI Capital Services Limited – Brokerage

Prudential ICICI Power 93 297 Nil Nil

Prudential ICICI Income Plan 13,376,665 54,912 Nil Nil

Prudential ICICI Liquid Plan 6,894,164 Nil Nil Nil

Prudential ICICI Growth Plan 775,807 89,950 Nil Nil

Prudential ICICI FMCG Fund 53,229 508 Nil Nil

Prudential ICICI Tax Plan 75,314 774 Nil Nil

Prudential ICICI Gilt Fund – Treasury 538,777 Nil Nil Nil

Prudential ICICI Gilt Fund – Investment 2,248,509 Nil Nil Nil

Prudential ICICI Balanced Fund 407,530 1,281 Nil Nil

Prudential ICICI Technology Fund 1,954,540 8,648 Nil Nil

Prudential ICICI Monthly Income Plan 1,350,164 2,849 Nil Nil

Prudential ICICI Fixed Maturity Plan Quarterly series 1 282,228 Nil Nil Nil

Prudential ICICI Fixed Maturity Plan Quarterly series 2 280,957 Nil Nil Nil

Prudential ICICI Fixed Maturity Plan Quarterly series 3 97,344 Nil Nil Nil

Prudential ICICI Fixed Maturity Plan Half-Yearly series 1 263,080 Nil Nil Nil

Prudential ICICI Fixed Maturity Plan Half-Yearly series 2 40,312 Nil Nil Nil

Prudential ICICI Child Care Plan – Gift Plan Nil 1,656 Nil Nil

Prudential ICICI Child Care Plan – Study Plan Nil 2,176 Nil Nil

ICICI Brokerage Service Limited – brokerage onsecondary market transactions

Prudential ICICI Balanced Plan 9,000 666,606 133,467 608,848

Prudential ICICI Dynamic Plan Nil 148,729 933,145 409,449

Prudential ICICI FMCG Fund Nil 181,297 90,180 67,422

Prudential ICICI Child Care Plan – Gift Plan Nil 4736 42,294 98,237

Prudential ICICI Growth Plan 191,000 958,939 800,418 457,488

Prudential ICICI Income Multiplier Plan Nil Nil Nil 44,988

Prudential ICICI Monthly Income Plan Nil 185,121 894,866 497,844

Prudential ICICI Power 2,000 188,388 1,199,499 963,537

Prudential ICICI Child Care Plan – Study Plan Nil 7,329 4,200 1,565

Prudential ICICI Technology Plan 72,000 70,270 131,250 270,730

Prudential ICICI Tax Plan 2,000 131,833 64,383 35,650

Prudential ICICI Discovery Fund Nil Nil Nil 420,214

Prudential ICICI Emerging Star Fund Nil Nil Nil 289,274

(Amount in Rupees)

ICICI Securities Ltd. (erstwhile ICICI F.Y. 2001-2002 F.Y 2002-2003 F.Y 2003-2004 April 1, 2004Securities and Finance Co. Ltd.) to January 28, 2005Brokerage on secondary market transactions

Prudential ICICI Growth Plan 1,365,584 85,833 409 15Prudential ICICI FMCG Fund 278,856 350,693 3,690 434Prudential ICICI Balanced Fund 2,195,439 1,047,772 80,076 52,460Prudential ICICI Tax Plan 155 38 48 17Prudential ICICI Technology Fund 396,549 10,196 13,811 16,743Prudential ICICI Power Nil 386,599 Nil NilPrudential ICICI Child Care Plan – Gift Plan Nil Nil Nil 327

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(Amount in Rupees)

ICICI Securities Ltd. (erstwhile ICICI F.Y. 2001-2002 F.Y 2002-2003 F.Y 2003-2004 April 1, 2004Securities and Finance Co. Ltd.) to January 28, 2005Brokerage on secondary market transactions

Prudential ICICI Income Plan 11,843,754 5,013,417 489,647 378,839Prudential ICICI Monthly Income Plan 1,278 433 1,610 980Prudential ICICI Liquid Plan 4,791,362 61,087 14,792 25,768Prudential ICICI Gilt Fund – Investment 808,124 488,396 89,250 31,061Prudential ICICI Short Term Plan Nil 556,652 Nil NilPrudential ICICI Flexible Income Plan Nil 113,550 Nil NilPrudential ICICI Gilt Fund Investment Plan– PF Nil Nil 54,000 1,510Prudential ICICI Gilt Fund – Treasury 310,339 915,425 Nil NilPrudential ICICI Liquid Plan – Institutional Option Nil Nil Nil 27,328Prudential ICICI Floating Rate Plan Nil Nil Nil 14,733Prudential ICICI Fixed Maturity Plan– Series 25 – Quarterly Option Nil Nil Nil 3,506Prudential ICICI Fixed Maturity PlanQuarterly series 1 274 Nil Nil NilICICI Web Trade Ltd. BrokeragePrudential ICICI Growth Plan 190,188 65,558 164,231 140,609Prudential ICICI FMCG Fund 921 17,816 71,497 40,742Prudential ICICI Balanced Fund 301 19,825 123,010 78,964Prudential ICICI Tax Plan 1,182 18,649 54,802 80,243Prudential ICICI Technology Plan 6,140 96,558 280,824 138,731Prudential ICICI Power Nil 34,638 389,141 148,553Prudential ICICI Dynamic Plan Nil 116,879 222,863 70,716Prudential ICICI Discovery Plan Nil Nil Nil 346,106Prudential ICICI Emerging Star Nil Nil Nil 452,190Prudential ICICI Income Plan 1,549 100,224 133,875 23,585Prudential ICICI Monthly Income Plan Nil 14,535 54,933 26,499Prudential ICICI Income Multiplier Fund Nil Nil 9,905 5,741Prudential ICICI Liquid Plan Nil 30,358 54,016 63,852Prudential ICICI Short Term Plan Nil 6,981 12,152 9,461Prudential ICICI Flexible Income Plan Nil 7,878 19,992 10,399Prudential ICICI Gilt Treasury Nil 2,522 4,109 3,191Prudential ICICI Gilt Investment Nil 19,178 24,084 6,942Prudential ICICI Liquid Plan – Institutional Option Nil Nil Nil 18,640Prudential ICICI Floating Rate Plan Nil Nil Nil 14,662Prudential ICICI Very Cautious Plan Nil Nil 374 1,174Prudential ICICI Cautious Plan Nil Nil 3,126 5,801Prudential ICICI Moderate Plan Nil Nil 48,414 13,793Prudential ICICI Agressive Plan Nil Nil 107,480 25,464Prudential ICICI Very Aggressive Plan Nil Nil 153,655 49,189Way2Wealth Securities Pvt. Ltd. - BrokeragePrudential ICICI Growth Plan Nil 296,840 183,048 137,883Prudential ICICI FMCG Fund Nil 1,168 4,412 4,958Prudential ICICI Balanced Fund Nil 21,361 53,462 105,346Prudential ICICI Tax Plan Nil 19,215 31,402 32,731Prudential ICICI Technology Plan Nil 310,26 73,652 125,053Prudential ICICI Power Nil 13,190 1,653,262 530,973Prudential ICICI Child Care Plan – Study Plan Nil 38,778 31,800 26,106Prudential ICICI Child Care Plan – Gift Plan Nil 46,186 33,307 33,583Prudential ICICI Dynamic Plan Nil 39,621 186,391 181,999Prudential ICICI Discovery Plan Nil Nil Nil 587,662Prudential ICICI Emerging Star Nil Nil Nil 404,701Prudential ICICI Income Plan Nil 2,179,850 1,115,698 273,280Prudential ICICI Monthly Income Plan Nil 870,075 433,742 231,653Prudential ICICI Income Multiplier Fund Nil Nil 142,919 56,350Prudential ICICI Liquid Plan Nil 334,862 256,382 110,158

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Prudential ICICI Mutual Fund

(Amount in Rupees)

ICICI Securities Ltd. (erstwhile ICICI F.Y. 2001-2002 F.Y 2002-2003 F.Y 2003-2004 April 1, 2004Securities and Finance Co. Ltd.) to January 28, 2005Brokerage on secondary market transactions

Prudential ICICI Short Term Plan Nil 931,228 14,21,883 100,581Prudential ICICI Flexible Income Plan Nil 38,849 930,438 106,930Prudential ICICI Gilt Treasury Nil 7730 8,058 3,841Prudential ICICI Gilt Fund Treasury Plan – PF Option Nil Nil 7,075 NilPrudential ICICI Gilt Investment Nil 273,439 449,987 314,896Prudential ICICI Gilt Investment – PF Nil Nil Nil 2,953Prudential ICICI Gilt Fund Treasury – PF Option Nil Nil 18,400 1,750Prudential ICICI Liquid Plan – Institutional Option Nil Nil Nil 33,188Prudential ICICI Short Term Plan – Institutional Option Nil Nil Nil 31,585Prudential ICICI Floating Rate Plan Nil Nil 64,734 198,501Prudential ICICI Long Term Floating Rate Plan Nil Nil Nil 9,200Prudential ICICI Fixed Maturity Plan –Series 24 – Quarterly Plan Nil Nil Nil 13Prudential ICICI Fixed Maturity Plan – Yearly Series 12 Nil Nil Nil 2,513Prudential ICICI Very Cautious Plan Nil Nil 39,866 19,409Prudential ICICI Cautious Plan Nil Nil 44,693 83,562Prudential ICICI Moderate Plan Nil Nil 129,366 26,462Prudential ICICI Agressive Plan Nil Nil 68,075 14,488Prudential ICICI Very Aggressive Plan Nil Nil 18,578 5,256Prudential ICICI Fixed Maturity Plan – Quarterly I Nil (14,409) 1,611 NilPrudential ICICI Fixed Maturity Plan – Quarterly II Nil 51 21 NilPrudential ICICI Fixed Maturity Plan – Quarterly III Nil 29 Nil NilPrudential ICICI Index Fund Nil 9,167 1,161 Nil

The percentage of brokerage paid to ICICI Brokerage Services Limited (IBSL) was @0.26% and for ICICI Web Trade [email protected]% of transaction value and the same was in line with the norms relating to brokerage payments for secondarymarket transactions of the Fund. The total business given to IBSL amounted to Rs.14.098 lakhs, Rs.1,391.54 lakhs,Rs.8,106.27 lakhs, 12,927.72 lakhs and Rs. 15,603.41 lakhs during the year 1999-2000, 2000-2001, 2001-2002, 2002-2003 and 2003-2004 respectively. Further, during the period from April 1, 2004 to January 28, 2005, total businessgiven to IBSL amounted to Rs. 21,160 lakhs. Further, IBSL was paid a sum of Rs. 307,712 in connection with the rolloverof ICICI Premier scheme towards service charges, in the year 1998-99.

During the period from April 1, 2000 to January 28, 2005, total business given to ICICI Web Trade Ltd. and ICICISecurities Limited amounted to Rs. 449.52 lakhs and 30.05 lakhs respectively.

Dealings with Associate Companies

The AMC may, from time to time, for the purpose of conducting its normal business, use the services of the Sponsor,subsidiaries of its Sponsors/ associate companies of AMC. Such entities as on the date of this document include ICICIBank, a scheduled commercial bank, ICICI Infotech Services Limited, a registrar and transfer agent; ICICI BrokerageServices Limited, a brokerage house, ICICI Venture Funds Management Company Limited, a venture funds managementcompany, ICICI Securities and Finance Company Limited (I Sec), an investment bank, ICICI Prudential Life InsuranceCompany Limited carrying out insurance business, ICICI Web Trade Limited an online brokerage firm and Way2WealthSecurities Private Limited. The AMC may utilize the services of these group companies and any other subsidiary orassociate company of the Sponsors/AMC established or to be established at a later date in case such an associatecompany is in a position to provide the requisite services to the AMC. The AMC will conduct its business with theaforesaid companies on commercial terms and on an arm’s length basis and at the then prevailing market rates to theextent permitted under the applicable laws including the Regulations, after an evaluation of the competitiveness of thepricing offered by the associate companies and the services to be provided by them.

Associate transactions, if any carried out, will be as per the Regulations and the limits prescribed thereunder. TheRegulations currently prescribe the following limits:

The mutual fund scheme shall not make any investment in;

1. any unlisted security of an associate or group company of the Sponsor; or

2. any security issued by way of private placement by an associate or group company of the Sponsor; or

3. the listed securities of group companies of the Sponsor which is in excess of 25% of the net assets of such scheme.

The above restrictions and limits are also applicable to this Scheme. The AMC will, before investing in the securities of thegroup companies of the sponsor, evaluate such investments, the criteria for the evaluation being the same as is applied toother similar investments to be made under the Scheme. Investments under the Scheme in the securities of the groupcompanies will be subject to the limits under the Regulations.

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C) Details of investments in companies that hold more than 5% of NAV of Schemes managed by the AMC, ason 28th January 2005.

Datamatics Technologies Ltd.

Name of Scheme Quantity Amount (Rs.) % of NAV

Equity

Prudential ICICI Child Care Plan – Gift Plan 59,245 7,402,663 1.88

Prudential ICICI Technology Fund 228,203 28,513,965 1.99

Grasim Industries Limited

Name of Scheme Quantity Amount (Rs.) % of NAV

Equity

Prudential ICICI Growth Plan 110,000 144,793,000 5.34

Prudential ICICI Income Multiplier 10,000 13,163,000 1.04

Prudential ICICI – MIP 54,000 71,080,200 1.00

Prudential ICICI Spice Fund 138 181,677 2.56

Prudential ICICI Index Fund 141 185,598.30 1.38

Prudential ICICI Power 322,300 424,243,490 5.86

Prudential ICICI Dynamic Plan 45,850 60,352,355 2.69

Debt – Debentures / Bonds

Prudential ICICI Income Dividend P1 20 199,285,270 3.91

Prudential ICICI Fixed Maturity Plan- Yearly Series 24 6 30,471,185 4.37

Prudential ICICI Income Multiplier 100 103,956,650 8.23

Prudential ICICI – MIP 74 169953831.81 6.01

Prudential ICICI Short Term Plan 50 51,978,325 1.08

Hero Honda Limited

Name of Scheme Quantity Amount (Rs.) % of NAV

Equity

Prudential ICICI Index Fund 305 162,077 1.21

Prudential ICICI Spice Fund 189 100,406 1.42

Hindalco Industries Limited

Name of Scheme Quantity Amount (Rs.) % of NAV

Equity

Prudential ICICI Balanced Fund 60,000 77,301,000 1.94

Prudential ICICI Income Multiplier 15,000 19,325,250 1.53

Prudential ICICI Index Fund 143 184,234 1.37

Prudential ICICI – MIP 38,717 49,881,047 0.70

Prudential ICICI Spice Fund 131 168,610 2.38

ICICI Power 254,487 327,868326 4.53

Debt - Debentures / Bonds

Prudential ICICI Short Term Plan 2,500,005 314,090,103 6.53

Prudential ICICI – MIP 40 410,523,741 5.77

Prudential ICICI Income Dividend P1 35 347,137,678 6.80

Prudential ICICI Income Multiplier 10 100,775,479 7.98

Prudential ICICI Floating Rate Plan 5 50,217,358 0.19

Prudential ICICI Long Term Floating Rate Plan 1,000,000 104,721,200 2.48

Prudential ICICI Balanced Fund 10 99,978,836 2.52

Prudential ICICI Flexible Income Plan 5 50,387,740 3.21

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Prudential ICICI Mutual Fund

Hindustan Zinc Limited

Name of Scheme Quantity Amount (Rs.) % of NAV

Equity

Prudential ICICI Dynamic Plan 420,367 67,616,032 3.02

Prudential ICICI Tax Plan 98,804 15,892,623 3.40

Prudential ICICI Power 56,163 9,033,819 0.12

Prudential ICICI Monthly Income Plan 183,984 29,593,826 0.42

Indian Aluminium Co. Ltd.

Name of Scheme Quantity Amount (Rs.) % of NAV

Debt - Debentures / Bonds

Prudential ICICI Short Term Plan 15 156,515,040 3.25

ITC Limited

Name of Scheme Quantity Amount (Rs.) % of NAV

Debt - Debentures / Bonds

Prudential ICICI Dynamic Plan 30,000 41,979,000 1.87Prudential ICICI Power 1,047 1,465,067 0.02Prudential ICICI Balanced Fund 58,800 82,278,840 2.07Prudential ICICI Child Care – Gift Plan 5,300 7,416,290 1.88Prudential ICICI FMCG Fund 32,500 45,477,250 13.23Prudential ICICI Index Fund 379 530,335 3.96Prudential ICICI Spice Fund 328 459,413 6.48

Mahindra & Mahindra Limited

Name of Scheme Quantity Amount (Rs.) % of NAV

Equity

Prudential ICICI Balanced Fund 73,000 38,941,850 0.98Prudential ICICI -Child Care Gift 14,995 7,999,083 2.03ICICI Power. 539,978 288,051,264 3.98Prudential ICICI - Discovery Fund 50,000 26,672,500 1.48Prudential ICICI Income Multiplier 15,004 8,003,884 0.63Prudential ICICI - MIP 104,519 55,755,661 0.78Prudential ICICI Index Fund 178 94,954 0.71Prudential ICICI Growth Plan 150,000 80,017,500 2.95

Maruti Udyog Limited

Name of Scheme Quantity Amount (Rs.) % of NAV

Equity

Prudential ICICI Index Fund 443 198,774 1.48Prudential ICICI Spice Fund 164 73,357 1.03Prudential ICICI – MIP 60,000 26,922,000 0.38

Tata Investment Corp. Ltd.

Name of Scheme Quantity Amount (Rs.) % of NAV

Equity

Prudential ICICI - Discovery Fund 37,409 11,018,821 0.61

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Tata Motors Ltd.

Name of Scheme Quantity Amount (Rs.) % of NAV

Equity

Prudential ICICI - Index Fund 554 272,568 2.03Prudential ICICI Spice Fund 409 201,289 2.84DebtPrudential ICICI Liquid Plan 35 287,174,639 0.45

Tata Sons Limited

Name of Scheme Quantity Amount (Rs.) % of NAV

Debt - Debentures / Bonds

Prudential ICICI Fixed Maturity Plan – yearly series 5 10 99,711,398 7.90

Thermax Limited

Name of Scheme Quantity Amount (Rs.) % of NAV

Equity

Prudential ICICI Dynamic Plan 39,995 21,505,312 0.96Prudential ICICI Emerging S.T.A.R. Fund 81,854 44,012,896 2.62Prudential ICICI Power 355,435 191,117,400 2.64Prudential ICICI Child Care Plan – Gift Plan 20,000 10,754,000 2.73Prudential ICICI Discovery Fund 51,115 27,484,536 1.52Prudential ICICI Monthly Income Plan 101,705 54,686,779 0.77

Videsh Sanchar Nigam Limited

Name of Scheme Quantity Amount (Rs.) % of NAV

Equity

Prudential ICICI Index Fund 438 91,783 0.68

D) PENALTIES & PENDING LITIGATIONSCASES OF PENALTIES AWARDED BY SEBI UNDER THE SEBI ACT OR ANY OF ITS REGULATIONS OR ANY OTHER REGULATORYBODY AGAINST THE SPONSOR OF THE MUTUAL FUND OR ANY COMPANY ASSOCIATED WITH THE SPONSOR IN ANYCAPACITY SUCH AS THE ASSET MANAGEMENT COMPANY, TRUSTEE COMPANY/BOARD OF TRUSTEES, OR ANY OF THEDIRECTORS OR KEY PERSONNEL OF THE ASSET MANAGEMENT COMPANY AND TRUSTEE COMPANY:

ICICI Bank: Nil.

ICICI : Nil

AMC: Nil

Prudential Plc.

Date Company Description of Sanction

27 January 1997 Prudential Personal PPEPL was reprimanded and fined £75,000 by IMRO for breaches of IMROEquity Plans Limited rules relating to its PEP business:- failed to carry out reconciliations and(PPEPL) corrections of PEP client money accounts - failed to notify IMRO that these

had not been done - failed to have adequate compliance arrangements inspecific areas of its business.

April 1999 M&G Financial Following a regular Inland Revenue PEP audit, M&GFSL have reachedServices Limited agreement to pay the following:- missing application forms - £550 -(M&GFSL) handling of void PEPs - £3,250 - accepting “paid for” as well as “free”

incorrect shares during the take-on of Norwich Union windfall shares -£600 plus repayment of any wrongly claimed tax credits.

29 October 2001 The Prudential PAC was fined £650,000 by PIA for failures in its pensions reviewAssurance Company procedures relating specifically to delays in making payments of redress toLimited (PAC) supplement pension policy benefits of those who had retired and

beneficiaries of those who had died; and its record-keeping.6 March 2003 Scottish Amicable SAL was fined £750,000 by the FSA in respect of sales of mortgage

Life plc (SAL) endowments by its tied agents in 2000. Advisers did not place appropriateemphasis on identifying whether customers were prepared to take the riskthat the endowment might not perform well enough to pay off themortgage.

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NB: Some fines and cost orders of $1000 and below made by State Insurance Departments in the US are excluded fromthe above

ANY PENDING MATERIAL LITIGATION PROCEEDINGS, OTHER THAN ORDINARY ROUTINE LITIGATION INCIDENTAL TO THEBUSINESS OF THE MUTUAL FUND TO WHICH THE SPONSOR OF THE MUTUAL FUND OR ANY COMPANY ASSOCIATED WITHTHE SPONSOR IN ANY CAPACITY SUCH AS THE AMC, BOARD OF TRUSTEES/TRUSTEE COMPANY OR ANY OF THE DIRECTORSOR KEY PERSONNEL IS A PARTY. ANY PENDING CRIMINAL CASES OR ECONOMIC OFFENCE CASES AGAINST THE SPONSOROR ANY COMPANY ASSOCIATED WITH THE SPONSOR IN ANY CAPACITY SUCH AS AMC, BOARD OF TRUSTEES/TRUSTEECOMPANY OR ANY OF THE DIRECTORS OR KEY PERSONNEL.

AMC: One of the Investors under Prudential ICICI Growth Plan had made investment to the tune of Rs. 50,00,000 undersection 54EB of the Income Tax Act, 1961. In accordance with the legal opinion of the counsel of the Fund, the Fund isof the view that investments under section 54EB of the Income Tax Act, 1961 read with CBDT notification no. 10247dated December 19, 1996 and the Offer Document of Prudential ICICI Growth Plan, the units had to be locked-in for aperiod of seven years from the date of investment. However, the Investor had disputed this stand and had filed a petitionagainst Prudential ICICI Asset Management Company Limited as one of the respondents in the Honourable Delhi Highcourt seeking the direction of the Court for premature redemption of units. SEBI vide its order dated September 4, 2000,rejected the petitioner’s claim for premature redemption of units.

The Petitioner has subsequently approached the Securities Appellate Tribunal seeking release of money due upon redemptionof units and payment of interest there on. The matter has been heard by the Tribunal and the Tribunal dismissed thepetition of the investor.

The investor has, once again, filed a writ in the High Court of Delhi challenging the order of the Tribunal. This matterwas listed before Hon’ble Delhi High court for final arguments in the regular hearing list.ICICI Bank Ltd.:There are no litigations whose likely outcome will have a material adverse effect on the operations of the Company.However, following are the pending litigation/disputes/defaults etc. against ICICI Bank as on June 30, 2004, listing outcriminal prosecutions launched against ICICI Bank and/or its working Directors and Suits filed against ICICI Bank involvinga claim amount of Rs. 10 lacs and more. (Claims involving an amount of less than Rs. 10 lacs are produced in the tablebelow).

1. ICICI Ltd had instituted legal proceedings against Mardia Chemicals Limited (MCL), bearing suit number 3874 of1999. MCL filed a counter-claim (278 of 2002) in the DRT, Mumbai in 2002 for an amount of Rs. 56.31 billion. TheTribunal passed an order directing MCL to withdraw its counter-claim and forfeited the court fees paid by MCL as thecounter claim was wrongly filed in the application made by the guarantor for MCL. This matter was dismissed. MCLthen made an application in the High Court of Gujarat to seek extension of time for filing a counter claim in theDRT, Mumbai. The High Court of Gujarat held that it did not have jurisdiction in the matter and observed that thematter was to be decided by the DRT, Mumbai on merits. The DRT, Mumbai has now admitted the counter claimfiled by MCL.

2. The guarantors for Mardia Chemicals Ltd – Mr. Rasiklal Mardia, Mr. Rakesh Mardia and Mr. Rajiv Mardia filed a suit(1431 of 2003) in the City Civil Court, Ahmedabad against us (ICICI Bank) and have claimed an amount of Rs. 20.78billion. We have filed our reply seeking dismissal of the suit. The matter is posted for hearing in the City Civil Court,Ahmedabad and is pending disposal.

3. ICICI Ltd filed a recovery suit (105 of 2001) in the DRT, Mumbai against Dynamic Logistics Limited (DLL) for Rs. 350.0million. DLL filed a counter-claim for Rs. 1,250.0 million in the DRT, Mumbai and the matter is pending disposal. Thecase is posted on 9th July 2004 for hearing on the interim applications on jurisdiction, production of documents etc.

4. ICICI Ltd filed a suit (107 of 1999) in the DRT, Delhi against Esslon Synthetics Limited (ESL) and its managing director(in his capacity as guarantor) for recovery of dues payable to ICICI. The guarantor filed a counter-claim in the DRT,Delhi in 2001 for an amount of Rs. 1.00 billion against ICICI and other parties to the suit, all of whom weresignatories to the hiving-off arrangement of ESL’s Fibres Division and LML Limited’s Scooters Division into separatecompanies. ESL has moved an application for amending the counter-claim in January 2004. We have filed our replyto the application for amendment.

5. ICICI Ltd filed a recovery suit (584 of 2000) for Rs. 70.0 million against Camson Agritech Limited (CAL) and itsguarantor in the DRT, Bangalore. The case was filed ex parte. Subsequently CAL came on record and filed objectionsand also made a counter-claim for Rs. 300.0 million. We have our objections filed on May 19, 2004. DRT has postedthe matter for leading evidence of the Applicant (ICICI Bank) on the main Application. The matter is pendinghearing.

6. ICICI Ltd filed a recovery suit (3635 of 2000) in the DRT, Mumbai against Medtech Products Limited (MPL) for Rs.270.6 million. MPL filed a counter-claim for set-off for an amount of Rs. 270.6 million in the DRT, Mumbai. We arein the process of filing our reply and the matter pending hearing.

7. ICICI Ltd filed a recovery suit (3074 of 1987) in the Bombay High Court (since transferred to the DRT, Mumbai)against Punalur Paper Mills Limited (PPL) for Rs. 36.0 million. Subsequently, PPL has claimed damages from certainlenders (including us), of an aggregate amount of Rs. 236.4 million. The matter has not come up for final hearing.

8. ICICI Bank filed a suit (192 of 2001) in the DRT, Ahmedabad against Vision Organics Limited (VOL) for recovery of Rs.312.7 million. VOL has filed a counter claim against us for Rs. 230.0 million to which we have filed our replies. Thematter has been argued for our claim. The arguments of IDBI are going on. The suit is pending disposal.

9. The Peerless General Finance & Investment Company Limited, a debenture holder of Essar Oil Limited, filed a suit

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(434 of 2001) against Essar Oil Limited and others in the City Civil Court, Kolkata in 2001 for non-receipt ofredemption amount and interest of Rs. 112.3 million. ICICI Ltd in its capacity as debenture trustee was impleaded asa defendant. We are in the process of filing our written statement. The suit is pending disposal.

10. Kalpana Lamps and Components Limited (KLCL) had availed of financial assistances from ICICI, IIBI and UTI and thesaid assistances are secured by a first charge and mortgage on pari-passu basis in respect of the company’s properties.During 1995, Anchor Electronics and Electricals Limited (AEEL) has paid the outstanding dues to ICICI, IIBI and UTI onbehalf of KLCL and requested us to assign the securities created in favour of IIBI and UTI in their favour. AEEL fileda suit (bearing CS No.1559 of 1998) before Bombay High Court praying, inter-alia for a declaration that they areentitled to assignment and transfer of rights under the various loan / security agreements entered into between thecompany and ICICI, IIBI and UTI. As we are holding the title deeds on behalf of Canara Bank, a second chargeholder, we requested AEEL/KLCL to furnish a no-objection letter from Canara Bank. Canara Bank has refused to givetheir no-objection letter. Subsequently, AEEL amended the specific performance suit to a money suit claimingRs.10,67,65,000 with interest thereon from ICICI Bank and the same is pending before Bombay High Court. KLCLhas now discharged Canara Bank’s liability and Canara Bank has given their no-objection letter. Now, AEEL has towithdraw their suit. Now AEEL has filed an application for release of title deeds of KLCL’s properties at Ranipet.Without prejudice to the rights and contentions in the Suit, ICICI and IIBI have given their no-objection to the abovesubject to the condition that the suit claim shall be proportionately reduced by Rs.20.0 million which is saleconsideration for Ranipet Unit. UTI is yet to give their NOC for the above.

11. Anagram Finance Limited, subsequently amalgamated with ICICI Ltd, filed a suit (3879 of 1998) in the City CivilCourt, Ahmedabad in 1998 for recovery of a sum of Rs. 68.3 million from Ezy Slide Fasteners Limited (ESFL). ESFLfiled a separate suit (2243 of 1999) in the City Civil Court, Ahmedabad for recovery of Rs. 71.8 million fromAnagram Finance Limited, being the loss allegedly suffered by ESFL on account of breach of a subscription agreementdated April 4, 1995 between Anagram Finance Limited and ESFL pursuant to which Anagram Finance Limited hadsubscribed to 420,000 zero interest fully convertible debentures. The suit is pending disposal.

12. Shin-Etsu Chemicals Private Limited (Shin-Etsu) filed a suit (603711 of 2002) in the Supreme Court of New York forcompensatory damages of US$ 1,000,000 together with interest for the alleged dishonour by us of a letter of creditissued by us in favour of Shin-Etsu. We have not agreed to make payments under the letter of credit as one of theterms of the letter of credit has not been complied with. We moved a petition that the courts of New York do nothave jurisdiction and is a “forum non convenienes”. The New York Court has dismissed our preliminary objectionson the grounds of jurisdiction and has also given a summary judgment against us and the matter is to be nowheard only for determining the quantum of damages. We have filed an appeal in the Court of Appeal, New York andthe determination of damages is stayed till disposal of appeal. The judgement is awaited.

13. Walsons Industries Products Incorporated (WIPL) filed a suit (3408 of 1999) against ICICI Ltd in the Bombay HighCourt for recovery of US$ 653,000 alleging that three bills received through Bank of Nova Scotia should be paid byICICI in terms of a letter of credit as done in the case of five previous bills since they formed part of the sametransaction. ICICI, in its statement of defence, stated that all documents received through Bank of Nova Scotia wereon collection basis, and each one was an independent transaction by itself without any supporting commitment fromICICI through the letter of credit. The court has granted us unconditional leave to defend the case. The suit ispending disposal.

14. C D Industries - ICICI Bank has filed O.A. No. 373/2002 against the Company and guarantors before the DebtRecovery Tribunal, Mumbai in respect of credit facilities granted to the Company. ICICI has claimed a sum of Rs. 2.09crs as on December 31, 2001 in the said O.A. The Company and one of the guarantors Mr. Vinod Kumar Agarwalhave filed Set Off/Counter Claim in the said O.A. claiming a sum of Rs. 3.41 crores. The Defendants have also filedwritten statement in the matter. ICICI has also issued notice under the SARFAESI Act, 2002 to the Company andguarantors. The Company filed Writ Petition no. 2513/2003 before the Bombay High Court against the said notice.

15. M.B. Industries Limited (MBIL) filed a suit (130A of 1997) in the High Court at Kolkata claiming an aggregateamount of Rs. 102.5 million from ICICI, IDBI and IFCI out of which approximately Rs. 20.0 million was claimed fromICICI. The High Court at Kolkata did not grant any relief to MBIL. However, ICICI, IDBI and IFCI were granted leaveto file recovery suits against MBIL. The matter was kept pending sine die. IDBI, as the lead lender, filed a joint suit(319 of 1998) with ICICI and IFCI in the DRT, Kolkata against MBIL. Our claim in the suit is Rs. 19.1 million. TheBoard for Industrial and Financial Reconstruction has recently granted consent to continue with recovery proceedingsagainst MBIL. The hearing of evidence has been concluded and the matter has been fixed for judgment

16. A suit (19 of 2002) was filed against ICICI Bank before the District Judge, Alipore, by Mr. Sunil Joshi, an ex-employee, for alleged wrongful dismissal from its services praying for a decree of Rs 15.5 million and for loss of Rs.42,602.74 per day with effect from April 11, 2001 till the date of realisation. ICICI Bank has filed a writtenstatement and the suit is pending disposal.

17. Bank of India has filed a suit before High Court Madras against K S Computers and K A Systems for an amount ofRs 111 lakhs and has also made us a party to the suit alleging that we have collected forged instruments. The suithas been transferred to DRT and is pending. Yet to be posted for final hearing.

18. O.R.J.Electronic Oxides Ltd - Lease Finance of US $ 72,00,000 (INR Rs. 2578.00 lakhs) was granted to the Companyagainst 25% margin money for purchase of solar energy based machineries secured by Corporate Guarantee ofETKIF. The Company committed default in the repayment of Lease rentals. Also Customs Authorities took up certaininvestigation.

On knowing of the Investigations we adjusted the FCNR Deposit to the Lease Finance account and entire dues underthe Lease Finance account were wiped out. The remaining amount of Rs.400.00 lacs has been frozen by DRI. The

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Commissioner of Customs on adjudication imposed a fine of Rs.100.00 lacs on the Bank and Fined other personsfor evasion of Custom Duty. We have filed an appeal before CEGAT and obtained an unconditional interim stay.

DRI under the Customs Act referred the case to CBI, Directorate of Enforcement under FERA and Income Tax. Basedon that CBI filed charge sheet against M/s V.Nachiappan, GM ICICI Bank, K.M.Thyagarajan, then Chairman of Bankof Madura Ltd. and N.Narayanan, then AGM of Bank of Madura Ltd. for the alleged offence of criminal conspiracyin securing the Lease Finance. Enforcement Directorate also initiated proceedings under FERA for violation of FERARules and on adjudication imposed fine on the Bank for Rs.10.00 lacs and Rs.1.00 lac on M/s V.Nachiappan,RM.Ramanathan, Loganathan and N.Nrayanan. We filed an appeal against the order before FERA Board at Delhiseeking unconditional stay of order. The Income Tax Department also disallowed the depreciation and we filed anappeal before IT Appellate Tribunal and obtained stay.

We have obtained interim stay of the order passed by the Commissioner of Custom imposing fine on the Bank andthe Individuals. We are also seeking waiver of deposit of the fine amount imposed by the Enforcement Directorateon the Bank and other persons and the matter is pending

19. Gokula Education Foundation (Medical) V/s ICICI Bank Limited - Complaint No. 88/2003 before the Karnataka StateConsumers Disputes Redressal Commission, Basava Bhavan, High Grounds, Bangalore. The monetary claim is -Rs.79,30,067/-. The complainant has filed this Complaint for refund of Front end fees, Guarantee commission etc asthe loan was not disbursed after the same was sanctioned. Case was posted for April 18, 2004 for our objections.Objections have been filed. The case was posted to 25/6/2004 for the filing of affidavits by way of evidence. Now,the matter is on 27/8/ 2004 for marking of documents by the Complainant.

20. J.G. FINANCE Ltd. raised a public issue on 23.05.1995 & erstwhile Bank of Madura was one of the collecting bankersto the issue. Due to some dispute a suit was filed at Madras High Court by First Leasing Company of India Ltd.against J.G.Finance Ltd and 11 others including Bank of Madura and three other collecting bankers. Madras HighCourt vide APP No.623 of 1995 in C.S. No.832 of 1995 passed an injunction on 13.06.1995 restraining the banksfrom making any payment to J.G.Finance Ltd. with regard to the public issue. Subsequently on 13.09.1995, MadrasHigh Court revised the earlier order and restricted the injunction up to Rs.70 lacs only. Accordingly on 17.11.1995erstwhile Bank of Madura has paid Rs.23 lacs. Since then the bank has kept a fixed deposit of Rs.1,25,41,323/- asthere was no instruction from the Hon’ble High Court at Madras regarding the payment of interest on frozenaccount. The matter is still pending with Madras High Court

21. Shri Bhalchandra Shinde, Proprietor of Mandar Travels in the year 1999 filed suit in the Bombay High Court fortermination of bus services for transportation of the staff members. The amount involved is Rs.66 lacs. The servicesof Mandar Travels were temporarily hired till final selection of the contractor. The matter is pending disposal.

22. Jitesh Pradhan is an account holder of ICICI Bank, Cuttack, having S/B Account No. 63420100520. Shri Pradhan hadfiled a case bearing no. 313 of 2003 before the State Commission, Cuttack. Shri Pradhan had issued a self chequeno. 045244 for Rs. 30,000/- dated February 13, 2004. The said instrument was brought and presented by ShriPitambar Mishra, peon of Shri Pradhan for encashment. However, Shri Pradhan filed a case against ICICI Bank, interalia, claiming Rs. 60.0 lacs towards harassment and mental agony. Our advocate has opined that as the amount (Rs.30,000/-) has already been withdrawn by the complainant’s representative and the same had been handed over tohim, which s duly supported by the affirmation given by Shri Mishra before the Executive Magistrate. Hence, theclaim of Rs. 60.0 lacs is not justifiable and maintainable under the above mentioned circumstances and as such ICICIBank is not liable for payment of Rs. 60.0 Lacs to Shri Pradhan.

23. M/s Venkateswara Eng. Corporation has filed a suit before High Court Madras against us claiming an amount of Rs52 lakhs towards fixed deposits. We have filed our written statement. Evidence is completed and posted for Argument.Yet to be listed.

24. Shri Ashok Kumar Kanwar has filed Suit no. 1476 of 2002 in the Delhi High Court. The said suit is a suit forpossession, declaration and recovery of Rs. 40,74,000/- as mesne profits, damages permanent and mandatoryinjunction. The Plaintiffs therein are seeking a decree of possession in their favour in respect of the premisescomprising of first floor of property bearing no. 13, Pratap Nagar, Mayur Vihar, Phase –1, Delhi – 110091. The matteris listed for admission and denial of documents on 17/8/04

25. M/s Quality Foils Ltd has filed a complaint before the State Consumer Forum, on account of return of letter of creditwith the wrong reason. The forum allowed the complaint and directed us to pay Rs 24 lakhs to the complainant. Wehave filed an appeal before the National Commission, Delhi and have obtained a conditional order on deposit of Rs24 lakhs. The case is pending for hearing. Yet to be taken up for final disposal

26. Shri Kailashchand Deoli has filed a case bearing No. 197 of 2002 before the District Consumer Forum, Dehradunagainst the Branch Manager, ICICI Bank alleging deficiency of service against the ICICI Bank and claiming a sum ofRs. 20 lacs as compensation on account thereto.

27. Mahendra Jogani has filed a complaint against ICICI Bank Limited before the District Consumer Forum, Chennai. Asper the complaint, he had opened an online account with ICICI Bank, Cenotaph Road Branch, Chennai on June 23,2000. The Complainant had issued a cheque for Rs.50,000/- dated December 18, 2003 and the same was returnedby our Bangalore Branch for the reason “Account Dormant”. The case is that he had deposited Rs.50,000/- beforeissue of cheque and the same was accepted by the Branch and the same was not refused for the reason “AccountDormant”. Further a sum of Rs.200/- was debited for dishonour of cheque though the funds were available in theaccount. The Complaint is filed claiming Rs.10 lacs towards negligence, deficiency in service and unfair trade practice,Rs.10 lacs towards mental agony and medical expenses and refund Rs.200 which was the debit charges for bouncingof cheques. We have filed vakalat and are filing a counter.

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28. Mrs. Tasneem Adhikari has filed a civil suit on 14/11/2003 in the Mumbai High Court for wrongful sale of her truck.In the said suit , she is praying for payment of compensation for a sum of Rs. 12,20,000/-. Her Interim Applicationhas been rejected and our written statement has been filed. The matter is pending disposal.

29. Kisan Sahakari Chini Mills Limited has filed a suit suit bearing No. 6 of 2001 before the Hon’ble State Commission,UP in the year 2001 claiming interest and compensation amounting to Rs. 13 lacs on delayed payment of refundamount of Rs. 25 lacs from the date of allotment advice i.e. May 1997 in the March 1997 (Series I) of the ICICI BondIssue. The next hearing date is August 13, 2004. The suit is pending disposal.

30. M/s Vijay Bhargavi Chit Fund Private Limited has filed a petition in the year 2002 before the Andhra PradeshConsumer Disputes Redressal Commission for damages of Rs. 20 lacs for deficiency of service arising from wrongfuldishonour of cheque. ICICI Bank has filed its written statement before the State Commission.

31. Shri Mahesh Madanlal Navandar of Pune has filed a complaint before Addl. Consumer Dispute Redressal Forum,Pune on July 21, 2003 against The Baramathi Sahakari Bank Ltd and ICICI Bank for deficiency of service and claimedan amount of Rs.18,65,234/- with interest as damages. ICICI Bank has filed its reply statement before said Forum.The matter is pending before the said Forum.

32. M/s Fidelity Finance Ltd. has filed a suit before the High Court Madras claiming an amount of Rs 12 lakhs from uson the ground for not honouring a letter of credit issued in favour of M/s Vijaya Chemagro India P. Ltd. The suit ispending for hearing. Yet to be listed.

33. Mr R M Kanappan, our ex-employee has filed a writ petition before the High Court Madras for wrongful dismissalfrom services. The writ petition has not yet come up for hearing. Yet to be posted for final disposal

34. Shri R.N. Shetty has filed a compliant on July 22, 2003 before Consumer Dispute Redressal Forum, Pune against ICICIBank for deficiency of service and claimed an amount of Rs. 12,28,212/-. We have filed our Affidavit in Reply .Thematter is pending disposal.

35. Mr. S Srinivasagam, our ex employee has filed a suit before the Sub Court Madurai claiming an amount of Rs 11lakhs (notional claim) for wrongful suspension from employment. The suit has become infructuous and will bedismissed when taken up for final disposal. Yet to be posted for final disposal

36. A joint suit was filed by ICICI (since merged with ICICI Bank) & IFCI with IFCI as the lead against Best Boards Limitedfor recovery of dues in DRT, Delhi on January 29, 2001. The company has filed a counter claim of Rs. 10 lacs againstall lenders (including ICICI Bank) on the ground that IFCI, as the lead institution, refused to give its consent for saleof the plant & machinery and has alleged that there were prospective buyers who were willing to pay a higher sumthereby causing loss to the company. The suit is pending disposal.

37. M/s G R Pharma has filed a complaint before the State Consumer Forum Chennai claiming an amount of Rs 11 lakhsfrom us towards unauthorised debit from his current account. The suit is pending hearing. Yet to be taken up forfinal disposal.

38. In the account of Muthu Meenal Alagappan complaint has been filed against two individuals who were our Officialsof our Bank and against our Bank claiming Rs.10.00 Lakhs jointly and severally.Hence we have not construed as claimagainst our Bank above Rs.10.00 Lakhs. Hence no letter has been obrtained from our Advocate. Yet to be taken upfor effective hearing.

39. Dabhol Power Co. - Certain offshore lenders (including ABN Amro Bank N.V. and others) to a large private sectorpower generation project in the State of Maharashtra have initiated arbitration proceedings in London in April 2003against certain Indian lenders to the project company, including us, in relation to disputes under the Inter-CreditorAgreement, claiming from the Indian lenders (including us), inter alia, damages in an aggregate amount of US$ 534million (together with interests and costs).

40. Three criminal complaints (2412/S/2003, 2413/S/2003 and 2414/S/2003) were filed in the year 2000 against erstwhileICICI Limited (Since merged into ICICI Bank) (“ICICI”) before the Metropolitan Magistrate, Mumbai, under theMaharashtra Private Security Guards Act, 1981 on the grounds that security guards were engaged from exemptedsecurity agencies even though ICICI was registered with the Security Guards’ Board. The earlier notices in this regardwere replied to stating that registration is only in respect of residential quarters for employees and not in respect ofother establishments. The complaints are pending disposal.

41. Two criminal complaints (2415/S/2003 and 2416/S/2003) were filed in the year 2000 against ICICI Bank before theMetropolitan Magistrate, Mumbai, under the Maharashtra Private Security Guards Act, 1981, on the grounds thatsecurity guards have been engaged from unexempted security agencies. ICICI Bank has taken a stand that theexemption of security agencies continued on account of a previous High Court Order in the writ petition filed bycertain security agencies. The complaints are pending disposal.

42. A case (39/2002) was filed against ICICI in the Industrial Court by the Union of Security Guards of its CorporateOffice at Bandra-Kurla Complex, Mumbai, claiming difference in wages on the ground that ICICI employed securityguards. Thereafter the matter was referred to the Industrial Tribunal, where the Union of Security Guards is yet to filethe details of their claim.

43. A writ petition (6813/ 2003) was filed against ICICI Bank in the Bombay High Court by the Union of Security Guardsagainst the engagement of security guards by ICICI Bank despite registration with the Security Guards Board. Adetailed reply has been filed, in particular, pointing out that that the registration had been obtained by ICICI only inrespect of residential quarters for employees. The writ petition is pending disposal.

44. Two criminal complaints (2347/S/2003 and 2349/S/2003) were filed against ICICI Bank before the Metropolitan

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Magistrate, Mumbai, under the Maharashtra Private Security Guards Act, 1981 on the grounds that security guardshave been engaged from unexempted security agencies. ICICI Bank has replied stating that the Security Guards weredeployed on trial basis and are being replaced by Armed Guards. The complaint is pending disposal.

45. Five criminal complaints (9419/S/2002 to 9423/S/2002) were filed against ICICI Bank before the 39th Court ofPresidency Metropolitan Magistrate at Mumbai by the Municipal Corporation of Greater Mumbai (BMC) for violationof Section 471 of the BMC Act read with Section 328-A thereof on grounds of non-payment of licence fees for theilluminated signboards at its ATM centres. ICICI Bank filed a writ petition (2377 of 2002) in the Bombay High Courtchallenging the applicability of the provisions of Sections 328 & 328-A of the BMC Act in respect of the ATMcentres. The writ petition was dismissed. In appeal, ICICI Bank filed an SLP (24215 of 2002) in the Supreme Court.The Supreme Court has granted a stay against all prosecutions and proceedings by BMC in this regard. TheMetropolitan Magistrate stayed the proceedings before it till the final disposal of this SLP. Further, the BMC has alsofiled two similar complaints (88/M/2003 and 89/M/2003) before the 27th Court of Presidency Metropolitan Magistrateat Mumbai, against ICICI Bank. ICICI Bank submitted a copy of the Supreme Court’s order to the Magistrate. Thematter is pending disposal.

46. A criminal complaint (2064(C) of 2000) was filed against ICICI and its officials including Mr. K.V. Kamath, itsManaging Director & Chief Executive Officer before the Court of Chief Judicial Magistrate, Patna, by a debentureholder of Lloyds Finance & Investment Company Limited (LFICL). Summons were issued for the personal appearanceof Mr. Kamath against which ICICI filed an application under Section 205 of the Criminal Procedure Code (CrPC) inthe Magistrate Court, which was allowed. ICICI also filed a criminal revision petition (2064(2) of 2000) before theSessions Judge, who has admitted the revision application and called for the records from the Magistrate Court.Hence, the proceedings in the Magistrate Court have been stayed. The matter is posted for hearing on July 19, 2004.

47. A criminal complaint (614 of 2001) was filed in the year 2001 against ICICI Bank by Pelicorp Limited upon terminationof the Direct Selling Agent Agreement between itself and ICICI Bank pursuant to certain RBI guidelines. ICICI Bankfiled a criminal petition (4147 of 2001) under Section 482 of the Criminal Procedure Code for quashing thecomplaint in the Karnataka High Court, which has granted interim stay in the matter. The matter is pending disposal.

48. A criminal complaint (1648 of 2001) was filed against ICICI Bank before the Chief Judicial Magistrate, Jaipur forwrongful dishonour of cheques. ICICI Bank has filed a revision petition (15 of 2002) in the High Court at Jaipur forquashing the order passed by the lower court. The High Court has admitted the petition and has stayed theproceedings pending before the Chief Judicial Magistrate. The matter is pending disposal. The Revision filed by ICICIBank in the High Court at Jaipur against the criminal case (1648/01) filed by Rajiv Aggarwal is listed for finalarguments on August 25, 2004.

49. A writ petition (2181/04) was also filed by Rajiv Aggarwal in the High Court at Jaipur against SEBI and ICICI Bankinteralia seeking directions against SEBI to initiate appropriate proceedings against ICICI Bank for failure to disclosedetails of the criminal proceedings filed by him in the prospectus. ICICI Bank has forwarded its comments to thecounsel to prepare draft reply. As yet the matter is at the stage of service of notice.

50. A criminal complaint (2175(C) of 2001) was filed against ICICI and its officials including Mr. N Vaghul, its Chairman,by a debenture holder of Modern Denim Limited (MDL). Summons were issued for personal appearance of Mr.Vaghul against which ICICI filed an application under Section 205 of the Criminal Procedure Code in the MagistrateCourt and the same was allowed. ICICI also filed a criminal revision petition (2175(2) of 2001) before the SessionsJudge, who has admitted the petition and called for the records from the Magistrate Court. The proceedings in theMagistrate Court have been stayed. The matter is scheduled for hearing on July 19, 2004.

51. A criminal complaint (1876 of 2003) was filed against ICICI Bank and all of its Directors in the Judicial MagistrateCourt, First Class, Pune by Ms. Seema Mungale alleging that in response to the notice under Section 138 of theNegotiable Instruments Act, issued by ICICI Bank for return of cheque of Rs. 1,500/-, given towards payment of hercredit card dues, she made the payment within the notice period of 15 days but inspite of ICICI Bank’s acknowledgingthe payment, it filed a false criminal compliant against her by making false statements. There are no averments in thecomplaint against the Directors. ICICI Bank filed a writ petition (2645 of 2003) in the Bombay High Court forquashing the complaint against the Directors and an interim order has been passed staying the criminal proceedingsin the lower court at Pune against eleven Directors. A separate writ petition (3228 of 2003) has been filed in respectof the remaining Directors. The criminal case before the Magistrate at Pune is scheduled for hearing on August 3,2004.

52. A criminal complaint (353 of 2003) was filed before the Additional Chief Metropolitan Magistrate, New Delhi by Mr.Anoop G. Chaudhury for an order under section 156(3) of the Criminal Procedure Code against ICICI Bank’sManaging Director & Chief Executive Officer for sale of a vehicle which had been involved in an accident. Theinvestigation officer has filed the investigation report in the Court. The matter is pending hearing.

53. A complaint (752 of 1997) was filed against ICICI Infotech Services Limited (now called ICICI Infotech Limited) in theConsumer Redressal Forum, Hyderabad District, by a shareholder of ICICI regarding transfer of five shares inspite ofa stop transfer request having been made by him. The District Forum dismissed his complaint. The shareholderappealed against the Order of the District Forum vide appeal number 311 of 2000 and the appeal was admitted bythe A.P State Consumer Disputes Redressal Commission, which directed ICICI to pay compensation and costs. Anamount of Rs. 12,500/- was accordingly paid to the complainant. The complainant filed a petition (83 of 2001) inDistrict Forum for non-compliance of the order. However, the District Forum dismissed the petition as the order of theA. P. State Consumer Disputes Redressal Commission was complied with. The complainant filed a revision petition(136 of 2003) before the Commission against the order of the District Forum, which was dismissed. A criminalcomplaint (152 of 2001) was also filed in the year 2001 against ICICI and ICICI Infotech Limited before the XI

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Metropolitan Magistrate, Secunderabad by the shareholder. The Magistrate has referred the matter to MarredpallyPolice Station, Secunderabad for investigation. ICICI filed a petition (1719 of 2002) in the Andhra Pradesh HighCourt for quashing the criminal complaint filed before the XI Metropolitan Magistrate, Secunderabad and the HighCourt has granted a stay on the investigations being undertaken by the police department till further orders.

54. A criminal complaint (1472/ of 2002) was filed against ICICI Home Finance Company Limited (ICICI HFC) and alsoagainst certain of ICICI Bank’s Directors before the Metropolitan Magistrate’s 26th Court at Borivli, Mumbai, by Ms.Dipali Gopani for alleged wrongful recovery of Rs. 3,150/- and non-return of title deeds. A Criminal Application wasfiled on behalf of all the accused before the Bombay High Court on November 11, 2002 for quashing the complaintand in the interim for stay of the complaint against the Directors. The High Court disposed of this application afterrecording the statement of the complainant that she would withdraw the complaint against all Directors except thosewho were Directors of ICICI HFC. Accordingly the complaint has been withdrawn against three directors and is nowpending against Ms. Lalita D. Gupte, Ms. Kalpana Morparia and Mr.S.Mukherjee. ICICI HFC has filed the dischargeapplication on behalf of the above mentioned three Directors which matter was scheduled for hearing on June 4,2004 for arguments on the discharge application. On June 4th the matter could not be heard and the matter nowstands for August 31, 2004 for arguments on discharge application.

55. A suit (3874 of 1999) was filed in the year 1999 against Mardia Chemicals Limited (MCL) in the Bombay High Courtby ICICI for recovery of an outstanding amount of approximately Rs. 1.35 billion. Thereafter, in 2002, ICICI issued anotice under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Ordinance,2002 demanding payment of an outstanding amount of Rs. 2.93 billion. Subsequently, a suit (3189 of 2003) wasfiled against Mr K. V. Kamath and Ms. Lalita D. Gupte by MCL in the City Civil Court at Ahmedabad for a purportedamount of Rs. 56.31 billion. An application has been filed under Order 7 Rule 11 of the Code of Civil Procedure forthe dismissal of the suit on the grounds of limitation, jurisdiction and no cause of action against Mr. Kamath andMs. Gupte.

56. A criminal complaint (C/3606/03) was filed against Mr K.V. Kamath, ICICI Bank’s Managing Director and ChiefExecutive Officer, before the Metropolitan Magistrate, Kolkata, for violation of the Equal Remuneration Act 1976.ICICI Bank is taking up the matter with the concerned authorities for withdrawing the prosecution in view ofcompliance with the requirement. The matter is fixed for hearing on September 22, 2004.

57. A criminal complaint (64 of 2002) was filed against 36 individuals including Mr. K. V. Kamath before the Court of theChief Metropolitan Magistrate, Patiala House, New Delhi by Mr. M. M. Sehgal, the promoter of Sehgal Papers Limited(SPL). ICICI as part of a consortium of lenders led by IFCI limited as lead institution had extended financial assistanceto SPL . The basic complaint is against Mr. Davar and other officials of IFCI alleging that the institutions conspired tohelp Ballarpur industries take over SPL. No summons has been issued to ICICI so far. Only a copy of the complaintfiled by the Complainant has been served on ICICI recently, despite the same having been filed in the Court almosttwo years ago.

58. A case (1356 0f 2003) under Sections 420/467/468 and 471 of the IPC was filed against Ms. Urmil Gupta and Mr.Jyotin Mehta, ICICI Bank’s General Manager and Company Secretary, before the Chief Judicial Magistrate, Rampur, byMr. Sudeep Kumar Aggarwal alleging inter alia, that shares held by him had been illegally transferred to Ms. UrmilGupta. Summons had been issued to Mr. Mehta in this regard. ICICI Bank has filed a Criminal Revision bearing No.87 of 2004 before the District and Sessions Judge, Rampur, challenging the issuance of summons to Mr. Mehta. TheOrders issuing summons passed by Chief Judicial Magistrate, Rampur, have been stayed by the District and SessionsJudge, Rampur.

59. A consumer complaint (349/03) was filed against ICICI Bank’s Chairman, Managing Director and all other working

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directors before the District Consumer Disputes Redressal Forum, Kolhapur, by Mr. Pradeep Balaso Kole claimingcompensation for a sum of Rs.11, 772/- for taking back possession of his two wheeler without giving him propernotice. ICICI Bank has filed affidavit in Reply & Statement of Objections through its Collection Manager for RespondentNo. 1. The matter is kept for hearing on July 12, 2004

As on June 30, 2004

(Rs. in crores)

Sr. Nature of claim Cases with Amount of possible CasesNo Monetary Claim liability on the basis of with no

assessment of the specificbranch/in house monetary

legal department claimopinion

No. of Amount No. of Amount No. ofcases (Rs.) cases (Rs.) cases

1. Suits/legal proceedings filed byshareholders/bond holders ofICICI Bank. 33 0.0321 24 0.1520 407

2. Suits/legal proceedings filed bydebenture holders against ICICI Bankas Debenture Trustees. 119 0.3319 105 0.3005 11

3. Suits filed by lessees/hirers seekinginjunction against ICICI Bank takingpossession of vehicles pursuant tolease/hire purchase agreements andother suits filed by retail customers. 148 0.9500 13 0.0800 43

4. Miscellaneous suits/ legal proceedingsin the course of business. 267 6.3700 122 6.6500 87

5. Counter claims filed by Borrower/s orGuarantor/s. 1 7.1800 0 0 0

6. Writ Petitions filed by employees/ex employees 0 0 0 0 21

Total 568 14.8640 264 7.1825 569

ANY DEFICIENCIES IN THE SYSTEMS AND OPERATIONS OF THE SPONSOR OF THE MUTUAL FUND OR ANY COMPANYASSOCIATED WITH THE SPONSOR IN ANY CAPACITY SUCH AS THE AMC OR THE TRUSTEE COMPANY WHICH SEBI HASSPECIFICALLY ADVISED TO BE DISCLOSED IN THE OFFER DOCUMENT, OR WHICH HAS BEEN NOTIFIED BY ANY OTHERREGULATORY AGENCY.

ICICI Bank:

Capital Markets: North Star Gems Limited (NSGL) filed a suit (53 of 2003) in the City Civil Court, Ahmedabad, pertainingto an alleged transfer of funds from the current account maintained by NSGL with Bank of Madura, of an amount of Rs.70.0 million. NSGL had earlier filed a complaint in the National Consumer Commission, which was dismissed. In appealfrom the decision of the National Commission, NSGL filed a Special Leave Petition (SLP) bearing number 645 of 2003 inthe Supreme Court of India, which has also been dismissed. The suit in the City Civil Court is pending disposal. Anapplication under Order 7 Rule 11 of the CPC was filed for dismissal fo the suit on the grounds of limitation. The saidapplication filed by us has been rejected. We are in the process of filing an appeal against the same. In the meantime weare also in the process of filing our written statement to the suit.

Debenture Trusteeship: The erstwhile ICICI Limited had provided debenture trusteeship services since 1983, and actedas trustee for the holders of convertible and non-convertible debentures issued in the public and private markets. DuringSEBI’s inspection of the Debenture Trustee operations of the erstwhile ICICI Limited, observations on certain shortcomingswere made by SEBI in its inspection report. The erstwhile ICICI Limited had initiated suitable action based on SEBI reportand had submitted a detailed reply to SEBI. The matter is being examined by SEBI. The erstwhile ICICI Limited hadsubsequently, with a view to exit this business, been divesting the portfolio of debenture trusteeship in favor of otherdebenture trustees. ICICI Bank continues to act as a debenture trustee for the remaining companies for which theerstwhile ICICI Limited were debenture trustees. ICICI Bank has been permitted by SEBI to act as a debenture trustee.

SUBSIDIARIES

1. ICICI Securities and Finance Company Limited (ICICI Securities): ICICI Securities was set up in February 1993 toprovide investment-banking services to investors. ICICI Securities has three main business lines-

� Corporate advisory and Mergers and Acquisitions

� Fixed income; and

� Equities

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With the merger of erstwhile ICICI Limited with ICICI bank becoming effective, ICICI Bank holds 99.92% of the sharecapital of ICICI Securities. ICICI Securities is a Merchant Banker, Underwriter and Portfolio Manager registered with SEBI.Also ICICI Securities is a Primary Dealer registered with RBI engaged in acquisition and trading of Government Securities.

Currently ICICI Securities provides services such as issue management underwriting, placement of debt and equity, corporateadvisory services including mergers, amalgamations and spin offs, capital structuring, valuations and fairness opinionreports and as a Primary Dealer actively involved in money market operations, and trading in securities. It also providesspecialised services in the areas of private equity syndication and privatisation of government entities. In addition, ICICISecurities has a research team, which identifies investment opportunities and provides timely investment advice to clients.ICICI Securities is amongst the largest arranger of funds in Debt and Equity segments and also amongst the leadingadvisors in Mergers and Acquisitions. It is also amongst the highest capitalized Investment Banks in India with net worthof Rs.3,191.80 million as on March 31, 2002.

ICICI Securities was awarded two penalty points by SEBI for non-submission of Letter of Offer in the Rights issues ofSiroplast Limited and Thane Electricity Supply Co. Ltd. during 1995 and one penalty point for non-submission of post-issue report in the Public Issue for Shree Rajasthan Texchem Ltd. Further, warning letters were issued by SEBI on October2, 1998 for lack of due diligence in the issue of Hindustan Motors Ltd. and on July 11, 2000 in connection withdissemination of information to investors in the issue of Cadila Healthcare Limited.

ICICI Securities was issued a warning letter by RBI on May 30, 2001 on the bouncing of SGL form on a governmentsecurities transaction on May 4, 2001. Before this, RBI had issued four such letters on January 9, 1997, February 23,1999, June 13, 2000 and January 18, 2001. However penal action is initiated by RBI only in case of three consecutiveinstances of bouncing in the period of six months i.e. April-Sept. and /or October-March. Hence no penal action wastaken in above instances.

RBI reduced the liquidity support limit for ICICI Securities by Rs.25 crore for a period of three months from October 7,2002 until January 6, 2003, for delayed submission of bid in the treasury bill auction conducted on September 25, 2002.Earlier, a reduction in the liquidity support limit by Rs.1.50 crore was imposed for shortfall in bidding commitment onApril 7, 2000, which was reset to original level with effect from October 9, 2000.

2. ICICI Investment Management Company Limited: ICICI Investment Management Company Limited (“ICICI InvestmentManagement”) had been incorporated on March 9, 2000 as a 100% subsidiary of erstwhile ICICI Limited (ICICI) andobtained certificate of commencement of business on March 14, 2000. The authorised share capital of ICICI InvestmentManagement is Rs.25 crore and the paid-up share capital is Rs.10,00,07,000. Consequent to the amalgamation of ICICIwith ICICI Bank becoming effective on May 3, 2002, ICICI Investment Management has become a 100% subsidiary ofICICI Bank.

The main object of ICICI Investment Management is to carry on the business activities in respect of the management ofmutual funds, unit trusts, offshore funds, pension funds, provident funds, venture capital funds, insurance funds, and toact as managers, consultants, advisors, administrators, attorneys, agents, or representatives of or for mutual funds, unittrusts, offshore funds, pension funds, provident funds, venture capital funds or insurance funds formed or established inIndia or elsewhere by ICICI Investment Management or any other person (whether incorporated or not) or by anygovernment, state, local authority, association, institution (whether incorporated or not) or any other agency or organisationand to act as Financial Advisors and Investment Advisors, and to render such financial management, financial consultancyand advisory services to individuals, companies, corporations, trusts and other entities as supplemental activities of ICICIInvestment Management and as do not conflict with the fund management activities.

ICICI Investment Management is the asset management company of “ICICI Securities Fund”, a Mutual Fund registeredwith the Securities and Exchange Board of India.

SEBI had issued a warning letter on May 22, 2000 to ICICI Investment Management for lack of due diligence whilesubmitting the offer document for ICICI CBO Fund-I.

Prudential plc.

Date Company Description of Sanction

1995 Prudential PC was publicly criticised by the London Stock Exchange for the manner in which itCorporation plc dealt with authorisation of a dealing in Prudential shares by its then Chief Executive.(PC)

December The Prudential The FSA issued a section 60 notice and a public statement criticising PAC’s compliance1997 Assurance arrangements with respect to its direct sales force.

Company Limited(PAC)

ANY ENQUIRY/ADJUDICATION PROCEEDINGS UNDER THE SEBI ACT AND THE REGULATIONS MADE THERE UNDER, AGAINSTTHE SPONSOR OF THE MUTUAL FUND OR ANY COMPANY ASSOCIATED WITH THE SPONSOR IN ANY CAPACITY SUCH ASTHE AMC, BOARD OF TRUSTEES/TRUSTEE COMPANY OR ANY OF THE DIRECTORS OR KEY PERSONNEL OF THE AMC:

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Prudential Corporation plc

Date Company Description of Sanction

April 1994/ The Prudential Has the company been investigated by an inspector appointed under companiesMarch 1995 Assurance legislation or other securities enactments or by any other regulatory body, or been

Company Limited required to produce books and papers to the Secretary of State in relation to any(PAC) matter?

Yes, in relation to The Prudential Assurance Company Limited (PAC). LAUTROapproached PAC in April 1994 with a request for its co-operation in an informalreview to validate LAUTRO’s pension rules for the future. Prudential agreed to co-operate. LAUTRO subsequently expressed various concerns about the Prudential’sapproach to pension transfers. The review was placed on a formal footing in March1995. Following further discussions with LAUTRO, LAUTRO agreed not to take anydisciplinary action and no charges were brought.

1995-1997 The Prudential A number of writs were issued by SIB from 1995 to 1997 in connection with theAssurance mis-selling of personal pensions, mainly where a personal pension was taken out inCompany Limited preference to occupational scheme membership but in some cases where an(PAC) occupational scheme benefit was transferred to a personal pension.

Some were for protective purposes pending review of the sale under the SIB guidance;others proceeded and many have reached settlement via consent orders on thebasis of payment of full compensation but without an admission of liability.

November/ Pru Banking ITC Advertising Complaints Reports. Complaints were received from 3 viewers. AnDecember advertisement for a Prudential 60 Day Notice Account offered a rate of 7.5% gross1997 per annum on £10,000 and included the statement “you won’t find a better rate of

interest for £10,000.”Two viewers objected that a “better rate” of 7.6% could be obtained on £10,000in a Legal & General 60 Day Notice Account. The third viewer objected that the rateof 7.5% in fact including a 1% loyalty bonus which only applied after £10,000 hadbeen held in the account for 12 months.Assessment: Following a complaint on 17 October 1997, the ITC drew Teletext’sattention to a higher rate of interest that was apparently being paid on a Legal &General account comparable to the Prudential’s. Teletext immediately removed thePrudential advertisement from air pending investigations. These revealed that whilstLegal & General had introduced a rate of 7.6% on 10 October 1997, Prudentialhad not matched this rate until 17 October 1997. In addition, whilst Prudential’sadvertising agency had on 15 October 1997 requested Teletext to amend the rateto 7.6% from 20 October 1997, press advertising for the Prudential account hadreflected the higher rate on 17 October 1997.Teletext confirmed that the headline rate was stated gross of a 1% loyalty bonuswhich was only paid if the account was still open after 12 months and only twowithdrawals had been made. They agreed that this was a significant conditionwhich should have been made clear and instructed that subsequent advertising forthis Prudential account should include details.The ITC agreed that the advertising had been misleading during the period thatLegal & General had been offering a higher rate than Prudential and consideredthat the omission of details about the 1% loyalty bonus had also rendered theadvertisement misleading.Teletex had already removed the advertisement from air and would not permit it toreturn until the relevant amendments were made.Decision: Complaints upheld.

August The Prudential Following an article in The Guardian concerning possible pensions mis-selling, the1998 Assurance PIA will be investigating 2 cases.

Company Limited(PAC)

1998 The Prudential An objection was received via the Trading Standards Department to a leaflet thatAssurance claimed “Save around £100 on home insurance”. The complainant, who was givenCompany Limited a quote for £16 more than his existing policy, challenged whether the savings were(PAC) generally attainable.

Adjudication: The complaint was upheld. The advertisers submitted a summary oftheir research which showed that nine-tenths of customers who had switched theirhome insurance to Prudential had saved an average of £97.99. They argued thatthe claim was neither a price promise nor a guarantee that Prudential would alwaysbe the cheapest. The Authority noted that the leaflet stated elsewhere that “Youcould save money ...”. It considered, however, that the claim implied that switchingto the advertisers’ household insurance policies always saved customers money.Because that was not true, the Authority asked the advertisers not to use the claimagain.

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Date Company Description of Sanction

1998 The Prudential 2 Complaints about advertisements in the national press:AssuranceCompany Limited(PAC)

1. An objection to a national press advertisement that was headlined “Prudentialannounce a rate change of great interest to savers” and featured a table of interestrates for the advertisers’ 60 Day Notice Account . One column of the table washeaded “Monthly Rates (inc loyalty bonus)” and quoted annual interest rates forthose who have their interest paid monthly. A footnote stated “The rates include aloyalty bonus of 1% gross pa (0.8% net pa) calculated daily and paid annually onthe anniversary date. This is paid provided the account is still open and in thepreceding 12 months no more than two withdrawals have been made and thebalance has not been less than £2,000.” The complainant objected that theadvertisement was misleading because the loyalty bonus was not paid until theanniversary date.

Adjudication: Complaint upheld. The advertisers said they believed the footnoteexplained that monthly interest was calculated excluding the loyalty bonus butaccepted that the presentation of the advertisement could be confusing. The Authorityconsidered that the advertisement was misleading and it welcomed the advertisers’intention to amend future advertisements to state monthly interest rates withoutthe loyalty bonus, which they will show separately.

2. An objection to a national press advertisement that was headlined “Why you’llbe better off with Prudential because we’re No. 1 in our field”. The complainantchallenged the claim.

Adjudication: Complaint upheld. The advertisers submitted evidence that showedthey were number one in some but not all the aspects of their pension and lifeinsurance business. The Authority accepted that the advertisers claim was acceptablein relation to pensions and life insurance but considered that their information didnot adequately substantiate the general claim that the advertisers were “No. 1” intheir field. The Authority asked the advertisers to specify in future the sectors inwhich they could show they were “No. 1”.

May 2001 National Planning State of Florida (Division of Securities & Finance) fined NPC $10,000 for failing toCorporation (NPC) register two branch offices. NPC were also required to sign a Stipulation and Consent

Agreement.

December National Planning NPC have established a $6m claimants’ fund after agreement with New York Attorney2001 Corporation (NPC) General (NYAG). This follows HYAG investigation into sale of payphones and leaseback

arrangements of ETS payphones by representatives of NPC. NYAG allege that thesale constituted an unregistered securities offering.

January Prudential PNL was fined £5,000 by OPRA following a determination regarding the Ledo Limited2002 Nominees Pension Plan (a SSAS) for which PNL is pensioner trustee. The fine is in respect of

Limited (PNL) failing to appoint an auditor and other procedural failures.

January Jackson National Life (JNL) JNL have reached a settlement of Haggan case and the2002 Andrews, Dunn and Gales cases linked to it for a sum of $10m. Finalised in January

2002, the terms of the settlement are confidential and should not be disclosed tothird parties.

To be noted:

- Despite the Haggan settlement above, further litigation regarding Ultimate interestsensitive policies continues in Michigan, Illinois, Mississippi and Louisiana. JNLcontinue to try and resolve Ultimate ‘vanishing premium’ complaints on a fair andreasonable basis in order to avoid litigation where possible.

e) BORROWING BY THE MUTUAL FUND

Under the Regulations, the Fund is allowed to borrow to meet its temporary liquidity needs of the Fund for thepurpose of repurchase, redemption of units or payment of interest or dividend to the Unitholders. Further, as per theRegulations, the Fund shall not borrow more than 20% of the Net Assets of the Scheme and the duration of suchborrowing shall not exceed a period of six months. The Fund may raise such borrowings after approval by the Trusteefrom any of its Sponsors/Associate/Group Companies/Commercial Banks in India or any other entity at market relatedrates prevailing at the time and applicable to similar borrowings. The security for such borrowings, if required, will beas determined by the Trustee. Such borrowings, if raised, may result in a cost, which would be dealt with inconsultation with the Trustees.

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No borrowings have been raised under any of the Schemes of the Fund, as of the date of this Offer Document.

G) INTER-SCHEME TRANSFERS

The Fund may undertake inter-Scheme transfers under the Scheme. If such transfers are done they will be effectedbased on the closing prices of the Principal Stock Exchange and in conformity with Regulations. In case of securitieswhich are not traded on the Principal Stock Exchange / any other exchange, the inter-Scheme transfers will beaffected based on fair valuation to be arrived at by the AMC with the approval of the Trustee.

The inter scheme transfer of equity shares will be done at the weighted average traded price of the day of transfereither on the National Stock Exchange or the Bombay Stock Exchange, where ever the volumes are higher.

� Power to make Rules

Subject to the Regulations, the Trustee may, from time to time, prescribe such terms and make such rules for thepurpose of giving effect to the Plans with power to the AMC to add to, alter or amend all or any of the termsand rules that may be framed from time to time, with the prior approval of the Trustees.

� Power to remove Difficulties

If any difficulty arises in giving effect to the provisions of the Plans , the Trustee may, subject to the Regulations,take any action not inconsistent with such provisions, which appears to it to be necessary, desirable or expedient,for the purpose of removing such difficulty.

� Plans to be binding on the Unitholders

Subject to the Regulations, the Trustee may, from time to time, add or otherwise vary or alter all or any of thefeatures of investment schemes and terms of the Scheme/Plans after obtaining the prior permission of SEBI andthe Unitholders (where necessary), and the same shall be binding on all the Unitholders of the respective Plansand any person or persons claiming through or under them as if each Unitholder or such person expressly hadagreed that such features and terms shall be so binding.

J) DOCUMENTS AVAILABLE FOR INSPECTION

1. Memorandum and Articles of Association of the Trustee Company and the AMC

2. Custodian Agreement between Trustee and HDFC Bank

3. Investment Management Agreement

4. Trust Deed and amendments thereto

5. Mutual Fund Registration Certificate

6. Consent of Registrar to act in the said capacity

7. Consent of Auditors to act in the said capacity

8. Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 and amendments thereof from time totime.

9. Indian Trust Act, 1882.

Notwithstanding anything contained in the offer document the provisions of the SEBI (Mutual Funds) Regulations,1996 and the Guidelines thereunder shall be applicable.

Note : The Scheme under this Offer Document was approved by the Directors of Prudential ICICI Trust Limited onNovember 15, 2000.

For and on behalf of the Board of Directors of

Prudential ICICI Asset Management Company Limited

Mr. Pankaj RazdanManaging Director

Place : Mumbai

Date : February 7, 2005

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Prudential ICICI Mutual Fund Official Points of Acceptance

• Ahmedabad: 401, Sears Towers, Nr. Panchawati,Gulbai Tekra, Ahmedabad 380 006. Tel: (079)26421095/96

• Bangalore: 15/16, Vayudooth Chambers, GroundFloor, Trinity Circle, M. G. Road, Bangalore 560001. Tel: (080) 25323789, 25323675

• Baroda: 203 Dwarkesh Complex, RC Dutt Road,Baroda 390 007. Tel: (0265) 2322283 / 84

• Bhubaneswar: 2nd Foor, Epari Plaza, Plot No. C-653, Unit-3, Janpath, Bhubaneswar, Orissa. Tel:(0674) 2535805, 2535806

• Chandigarh: SCO 137-138 Ist Floor, Sector 9-C,Chandigarh 160 017. Tel: (0172) 2745302/3

• Chennai: No. 22/4, Aashika Chambers, ChamiersRoad, Teynampet, Chennai 600018. Tel: (044)24338228/9

• Coimbatore: Old No:58, New No.126, 1st floor,TV Swamy Road (West), R.S. Puram,Coimbatore 641 002. Tel: (0422) 2543380/2543382

• Durgapur: Mezzanine Floor, Lokenath Mansion,Sahid Khudiram Sarani, City Centre, Durgapur,Dist: Burdwan, West Bengal 713216. Tel: (0343)2544682. Fax: (0343) 2544683

• Goa: Shop No. 7, Ground Floor, Kamat Chambers,Opp. Hotel Neptune, Menezes Braganza Road,Panjim 403 001. Tel: (0832) 2424511/20

• Guwahati: Jadavbora Complex, M. Dewan Path,Ullubari, Guwahati 781007. Mobile: 9864025593

• Hyderabad: L.B. Bhavan, 6-3-550 Somajiguda,(Opp. Medinova), Hyderabad 500082. Tel: (040)55510099/100

• Indore: 213-A City Center, 570 M.G. Road, Indore-452 001. Tel: (0731) 5043003 / 5043004

• Jaipur: 305, 3rd floor, Ganpati Plaza, M.I. Road,Jaipur 302 001. Tel: (0141) 2388724, 2362257

• Kanpur: 516-518, Krishna Tower, 15/63 Civil Lines,Opp. U.P. Stock Exchange, Kanpur-208001. Tel:(0512) 2303505/ 2303520

• Kochi: No. 6, 3rd floor, Emgee Square, M.G. Road,Kochi 682 035. Tel: (0484) 2353199/2371809

• Kolkata: 124, Lords, 1st Floor, 7/1 Lord SinhaRoad, Kolkata 700 071. Tel: (033) 2282 4077/82

• Lucknow: Office No.6, Ground Floor, Saran Chambers-I, 5 Park Road, Lucknow 226 001. Tel: (0522)2237923/717/711

• Ludhiana: SCO 147, 4th Floor, Feroze GandhiMarket, Ludhiana 141 001. Tel: (0161) 2413102/4

• Mangalore: 1st Floor, S. L. Chambers, Near Bunt’sHostel Road, Karangalpady, Mangalore 575003.Tel: (0824) 2492179, 2491666

• Mumbai-Corporate Office: Peninsula Tower, 5thFloor, 503, Peninsula Corporate Park, GanpatraoKadam Marg, Off. Senapati Bapat Marg, LowerParel, Mumbai 400 013. Tel: (022) 24999777 Fax:(022) 2499 7029

• Mumbai - Branch Office (Bandra): 101, DeccanHouse, Off Turner Road, Behind Copper Chimney,Near Bandra Station, Bandra (W), Mumbai-400050. Tel: (022) 26404065/66

• New Delhi: 206, Ashoka Estate, 2nd floor, 24,Barakhamba Road, New Delhi 110 001. Tel: (011)23752515/16

• Patna: 306, Ashiana Harnivas, Dak BungalowRoad, Patna 800 001. Tel: (0612) 2230 483,2213632

• Pune: 1184/4, 3& 4 Ground Foor, Gokul Nagar,Dyaneshwar Paduka Chowk, Fergusson collegeRoad, Pune 411005. Tel: (020) 56028844

• Rajkot: 103, Star Plaza, Phul Chaab Chowk,Rajkot 360 001. Tel: (0281) 2294299

• Ranchi: C/o. Bytes Care, I / 103, Sainik Market,Main Road, Ranchi 834 001. Tel: (0651) 2331572

• Surat: 419, Lalbhai Contractor Complex,Nanpura, Surat 395001, Gujarat. Tel. (0261)2460362, 2475467

• Vijayawada: 40-1-52/5,Ground Floor, Sai NagComplex, Near Benz Circle, M.G.Road,Vijayawada 520 010. Tel: (0866) 5518882,5516662

• Visakhapatanam: G-8, Rams Plaza, DiamondPark Lane, Dwarkanagar, Visakhapatanam530 016. Tel: (0891) 5566 333, 5566 318

• Agra: CAMS Transaction Point, F-39/203, SkyTower, Sanjay Place, Agra 282 002

• Allahabad: CAMS Transaction Point, 1st Floor,Chandra Shekhar Azad Complex (Near IndiraBhawan), 5, S.P. Marg, Civil Lines, Allahabad211 001. Tel: 0532-260 1602

• Amritsar: CAMS Transaction Point, 378-Majithia Complex, 1st Floor, M. M. Malviya Road,Amritsar 143 001. Tel: 0183-221 1194

• Aurangabad: CAMS Transaction Point, Office No.1, 1st Floor, Amodi Complex, Juna Bazar,Aurangabad 431 001.

• Belgaum: CAMS Transaction Point, No. 21,Ground Floor, Arvind Complex, 1552 Maruti Galli,Belgaum 590 002

• Bhilai: CAMS Transaction Point, 209 ,Khichariya Complex, Opp IDBI Bank, Nehru NagarSquare, Bhilai 490 020

• Bhopal: CAMS Transaction Point, C-12, 1stFloor, Above Life Line Hospital, Zone-I,M.P.Nagar, Bhopal 462011 (M.P.). Tel: 0755-5285266

• Calicut: Cams Transaction Point, 17/28 H 1stFloor, Manama Building, Marvor Road, Calicut673 001.

• Dehradun: CAMS Transaction Point, 81,Chakrata Road, Dehradun 248 001. Tel: 0135-271 3233

• Guntur: CAMS Transaction Point, ShyamsunderGolden Towers, Ground Floor, 3rd Lane, Brodipet,Adjacent to Over-bridge, Guntur 522 002.

• Hubli: CAMS Transaction Point, B -1, LaxmiComplex, Club Road, Hubli 580 029. Tel: 0836-2254568/2351533, Fax No: 0836-2351756

Other Cities: Additional official transaction acceptance points

• Jalandhar: CAMS Transaction Point, 367/8,Central Town, Opp. Gurudwara Diwan Asthan,Jalandhar 144 001. Tel: 0181-2456336

• Jamnagar: CAMS Transaction Point, 207/209,K.P. Shah House I, K.V. Road, Jamnagar 361 001

• Jamshedpur: CAMS Transaction Point, PanchBhawan, ‘R’ Road, Bistupur, Gr. Floor, (NearRajasthan Bhawan), Jamshedpur 831 001. Tel:0657-310 5930

• Jodhpur: Cams Transaction Point, 1/5 NirmalTower, 1st Chopasani Road, Jodhpur - 342003

• Madurai: CAMS Transaction Point, No.56,Naicker New Street, Madurai 625 001. Tel:0452-2622 682

• Manipal: CAMS Transaction Point, AcademyAnnex, First Floor, Opposite Corporation Bank,Upendra Nagar, Manipal 576 104

• Meerut: CAMS Transaction Point, 108, 1stFloor, Shivam Plaza, Opposite Eves Cinema,Hapur Road, Meerut - 250002

• Mumbai: Prudential ICICI Transaction Point,Construction House, Ground Floor, 5, WalchandHirachand Marg, Ballard Estate, Mumbai-400 001. Tel: (022) 22613952

• Mysore: CAMS Transaction Point, No.3, 1stFloor, CH.26 7th Main, 5th Cross (AboveTrishakthi Medicals), Saraswati Puram, Mysore570 009. Tel: 0821-309 1244 / 234 2182

• Nagpur: CAMS Investor Service Centre, 145Lendra Park, Behind Shabari, New Ramdaspeth,Nagpur 440 010. Phone: (0712) 253 2447, 2537321

• Nasik: CAMS Transaction Point, RahakarChambers, 2nd floor, 431 Vakil Wadi, AshokStambh, Nasik 422 001. Tel: 0253-257 7449

• Patiala: CAMS Transaction Point, 3, Ajit Nagar,Patiala 147 001

• Pondicherry: CAMS Transaction Point, 25, FirstFloor, Jawaharlal Nehru Street, Pondicherry605 001

• Raipur: CAMS Transaction Point, C-23, Sector1, Devendra Nagar, Raipur 492004. Tel: 0771-309 0830

• Rajahmundry: CAMS Transaction Point, D.No 7-27-4 Krishna Complex, Baruvari Street, T Nagar,Rajahmundry 533 101

• Salem: CAMS Transaction Point, 28, I Floor,Advytha Ashram Road, Salem 636 004

• Siliguri: CAMS Transaction Point, No 8, SwamijiSarani, Ground Floor, Hakimpara, Siliguri 734 401

• Thiruvananthapuram: CAMS Transaction Point,15/2012, Sheelatha Building, Womens' CollegeLane, Vazuthacadu, Trivandrum 695014.

• Trichur: CAMS Transaction Point, VIII/350/15, OK John Memorial Building, Ekkanda Warrier Road,Trichur 686 001. Tel: 0487-242 0646

• Trichy: CAMS Transaction Point, No 8, I Floor,8th Cross West Extn., Thil lainagar, Trichy620 018

• Udaipur: CAMS Transaction Point, 32,Ahinsapuri, Fatehpura Circle, Udaipur 313 004

• Valsad: CAMS Transaction Point, C/o CADHouse, 1st Floor, Opp LIC Office, Halar Road,Valsad 396001

• Varanasi: CAMS Transacation Point, C 27/249- 22A, Vivekanand Nagar Colony, Maldhaiya,Varanasi 221 002. Tel: 0542-220 8546/311 3810