icici prudential indo asia equity fund

ICICI Prudential Indo Asia Equity Fund

ICICI Prudential Indo Asia Equity Fund (an open ended-diversified equity scheme), the mutual fund Scheme offered under this Offer Document, has been prepared in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended from time to time and filed with the Securities and Exchange Board of India (SEBI) and the Units being offered for public subscription have not been approved or disapproved by SEBI nor has SEBI certified the accuracy or adequacy of the Offer Document.

This Offer Document contains information necessary for an investor to make an informed investment decision in the Scheme described herein. Investors should carefully read the Offer Document prior to making an investment decision and retain the Offer Document for future reference. Investors may note that this Offer Document remains effective until a material change occurs. Material changes shall be filed with SEBI and circulated to all Unitholders or may be publicly notified by advertisements in the newspapers subject to the applicable regulations.

New Fund Offer of Units of Rs.10 per unit plus applicable load during New Fund Offer and at NAV based prices subject to load upon re-opening.

Scheme re-opens for continuous sale & repurchase within 30 days from the closing of New Fund Offer.

* The Trustee reserves the right to extend the closing date by suitable notification subject to the condition that the New Fund Offer shall not be kept open for more than 30 days.

An Open Ended Diversified Equity Scheme

New Fund Offer opens on : August 23, 2007

New Fund Offer closes on : September 21, 2007*

Earliest closing on : September 21, 2007

Offer Document

Sponsors: ICICI Bank Limited (erstwhile ICICI Limited), Regd. Office: Landmark, Race Course Circle, Vadodara 390 007, India; and Prudential plc (formerly known as Prudential Corporation Holdings Limited), Laurence Pountney Hill, London EC4ROHH, UK.

Investment Manager: ICICI Prudential Asset Management Company Limited(erstwhile Prudential ICICI Asset Management Company Limited)Corp. Office: 8th Floor, Peninsula Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Off Senapati Bapat Marg, Lower Parel, Mumbai 400 013.Regd. Office: 12th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi 110 001.

Trustee: ICICI Prudential Trust Limited(erstwhile Prudential ICICI Trust Limited)Regd. Office: 12th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi 110 001.

SMS INVEST to 8558

CALL 1800 22 2273or apply online at www.icicipruamc.com

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ICICI Prudential Mutual Fund

IMPORTANT NOTICE

Investing in mutual fund schemes involves certain risks and considerations associated generally with making investments insecurities. The value of the Scheme’s investments may be affected generally by factors affecting financial markets, such asprice and volume, volatility in interest rates, currency exchange rates, changes in regulatory and administrative policies of theGovernment or any other appropriate authority (including tax laws) or other political and economic developments.Consequently, there can be no assurance that the Scheme offered in this Offer Document would achieve the stated objectives.The NAV of the Units of the Scheme may fluctuate and can go up or down. Past performance of the schemes managed by theSponsors or their affiliates or the Asset Management Company is not indicative of the future performance of the Scheme norwill the performance of the Scheme, following the commencement of the operations, be indicative of the Scheme’s futureperformance.

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, purchasing orholding Units under the Scheme, before making an application to subscribe or purchase the Units.

ICICI Prudential Mutual Fund (the Fund) and the ICICI Prudential Asset Management Company Limited (the AMC), have notauthorized any person to give any information or make any representations, either oral or written, not stated in this OfferDocument in connection with issue of Units under the Scheme. Prospective investors are accordingly advised not to rely uponany information or representations not incorporated in this Offer Document. Any subscription, purchase or sale made by anyperson on the basis of statements or representations which are not contained in this Offer Document or which are inconsistentwith the information contained herein shall be solely at the risk of the investor.

Unitholders / investors are requested to read and understand the Offer Document, Key Information Memorandum and riskfactors furnished with the scheme in which they seek to make investments or in which they have invested. Unitholders /Investors are urged not to rely upon or be misled by any oral promises or statements made by the distributors / intermediariesof the Mutual Fund and it is brought to the special attention of investors that the AMC / Mutual Fund will not be liable formis-statement or communication by agents / distributors which are not previously expressly authorized / approved by theAMC / Mutual Fund.

The AMC, Trust and ICICI Prudential Mutual Fund shall not be responsible for any claims made by the Unitholders / Investorsbased on such oral promises made by the distributors / intermediaries.

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 an associateof the Sponsor(s) shall not exceed an average of 5% of the aggregate purchases and sale of securities made by the Fundin 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 transactions anddistribution and sale of securities shall be made only if a disclosure to this effect is made in the Offer Document and thebrokerage 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 Indian Rupeehas been taken at $1 = Rs.45.76 and UK£ and Indian Rupee at 1£=Rs.81.18.

This Offer Document is dated August 03, 2007.


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TABLE OF CONTENTS

1. Highlights ---------------------------------------------------------------------------------------------------------------------------------------- 6

2. Risk Factors and Special Considerations ----------------------------------------------------------------------------------------------- 8

3. Due Diligence Certificate ------------------------------------------------------------------------------------------------------------------ 16

4. Definitions -------------------------------------------------------------------------------------------------------------------------------------- 17

5. Summary – ICICI Prudential Indo Asia Equity Fund ------------------------------------------------------------------------------- 19

6. Constitution of the Mutual Fund -------------------------------------------------------------------------------------------------------- 20

a) Sponsors --------------------------------------------------------------------------------------------------------------------- 20

b) The Trustee Company ----------------------------------------------------------------------------------------------------------------- 21

i. Directors --------------------------------------------------------------------------------------------------------------------- 21ii. Rights and Obligations of the Trustee ------------------------------------------------------------------------------------ 22

iii. Trusteeship Fees ---------------------------------------------------------------------------------------------------------------- 24

c) Management of Asset Management Company (AMC) ----------------------------------------------------------------------- 24

i. Board of Directors of the AMC --------------------------------------------------------------------------------------------- 25

ii. Powers, Duties & Responsibilities of the AMC ------------------------------------------------------------------------- 28

iii. Key Employees of AMC & relevant experience -------------------------------------------------------------------------- 29

iv. Fund Manager ------------------------------------------------------------------------------------------------------------------ 35

v. Compliance Officer ------------------------------------------------------------------------------------------------------------ 35

vi. Investor Relations Officer ---------------------------------------------------------------------------------------------------- 35

d) Auditors --------------------------------------------------------------------------------------------------------------------- 35

e) Registrar --------------------------------------------------------------------------------------------------------------------- 35

f) Custodian --------------------------------------------------------------------------------------------------------------------- 35

7. Investment Objectives & Policies ------------------------------------------------------------------------------------------------------- 36

Fundamental Attributes of the Scheme -------------------------------------------------------------------------------------------------- 36

a) Type of the Scheme -------------------------------------------------------------------------------------------------------------------- 36

b) Investment Objective ------------------------------------------------------------------------------------------------------------------ 36

c) Investment Pattern and Investment Plicies --------------------------------------------------------------------------------------- 36

d) Change in Investment Pattern ------------------------------------------------------------------------------------------------------ 39

e) Terms of the Scheme ------------------------------------------------------------------------------------------------------------------ 39

f) Change in Fundamental Attributes ----------------------------------------------------------------------------------------------- 41

g) Securitisation and Portfolio Sale --------------------------------------------------------------------------------------------------- 41

h) Asia and India Market Outlook & Strategy -------------------------------------------------------------------------------------- 43

i) Portfolio Turnover --------------------------------------------------------------------------------------------------------------------- 55

j) Procedure followed for investment decisions ----------------------------------------------------------------------------------- 55

k) Exposure to Derivatives --------------------------------------------------------------------------------------------------------------- 56

l) Investment Restrictions for the Scheme ------------------------------------------------------------------------------------------ 60

m) Underwriting by the Fund ----------------------------------------------------------------------------------------------------------- 62

n) Computation of Net Asset Value --------------------------------------------------------------------------------------------------- 62

o) Accounting Policies & Standards --------------------------------------------------------------------------------------------------- 67

8. Units & The New Fund Offer ------------------------------------------------------------------------------------------------------------- 68

General Information -------------------------------------------------------------------------------------------------------------------------- 68

a) Minimum Subscription Amount --------------------------------------------------------------------------------------------------- 68

b) Offer Price ------------------------------------------------------------------------------------------------------------------------------- 68

c) Minimum Amount for Application ------------------------------------------------------------------------------------------------ 68

d) New Fund Offer Expenses ------------------------------------------------------------------------------------------------------------ 68

e) Options offered under the Scheme ----------------------------------------------------------------------------------------------- 68

f) Pledge of Units for Loans ------------------------------------------------------------------------------------------------------------ 68

g) Systematic Investment Plan (SIP) ---------------------------------------------------------------------------------------------------- 68

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h) Systematic Withdrawal Plan (SWP) ------------------------------------------------------------------------------------------------- 69

i) Systematic Transfer Plan (STP) ------------------------------------------------------------------------------------------------------- 69

j) How to Switch -------------------------------------------------------------------------------------------------------------------------- 69

k) Who can Invest? ------------------------------------------------------------------------------------------------------------------------ 70

l) How to Apply? -------------------------------------------------------------------------------------------------------------------------- 70

i. New Fund Offer ---------------------------------------------------------------------------------------------------------------- 70

ii. Resident Investors - Mode of Payment ----------------------------------------------------------------------------------- 71

iii. NRIs & FIIs --------------------------------------------------------------------------------------------------------------------- 71

iv. Mode of Payment on Repatriation Basis --------------------------------------------------------------------------------- 72

v. Mode of Payment on Non-Repatriation Basis -------------------------------------------------------------------------- 72

vi. Investment of the minor investor on attaining majority -------------------------------------------------------------- 72

vii. Application under Power of Attorney/Body Corporate/Registered Society/Partnership ---------------------- 72

viii. Joint Applicants ---------------------------------------------------------------------------------------------------------------- 72

ix. Nomination Facility ------------------------------------------------------------------------------------------------------------ 73

m) Issuance of Units/Refund ------------------------------------------------------------------------------------------------------------ 73

n) Account Statements ------------------------------------------------------------------------------------------------------------------- 73

o) Refunds ---------------------------------------------------------------------------------------------------------------------------------- 73

p) Redemption of Units ------------------------------------------------------------------------------------------------------------------ 74

i. Redemption Price -------------------------------------------------------------------------------------------------------------- 74

ii. Applicable NAV ----------------------------------------------------------------------------------------------------------------- 74

iii. Cooling-off period for web based transactions ------------------------------------------------------------------------ 74

iv. How to Redeem? --------------------------------------------------------------------------------------------------------------- 75

v. Payment of Proceeds ---------------------------------------------------------------------------------------------------------- 75

vi. Non receipt of email communication by investors --------------------------------------------------------------------- 76

vii. Redemption by NRIs/FIIs ------------------------------------------------------------------------------------------------------ 76

viii. Effect of Redemptions -------------------------------------------------------------------------------------------------------- 76

ix. Fractional Units ----------------------------------------------------------------------------------------------------------------- 76

x. Signature mismatch cases --------------------------------------------------------------------------------------------------- 76

xi. Right to Limit Redemptions ------------------------------------------------------------------------------------------------- 76

xii. Suspension of Sale and Redemption of Units -------------------------------------------------------------------------- 76

xiii. Permanent Account Number (PAN) ---------------------------------------------------------------------------------------- 77

xiv. Dormant Account Locking --------------------------------------------------------------------------------------------------- 77

xv. Prevention of Money Laundering ------------------------------------------------------------------------------------------ 77

q) Purchase of Units after the New Fund Offer Period --------------------------------------------------------------------------- 78

i. Purchase Price ------------------------------------------------------------------------------------------------------------------- 78

ii. How to Purchase? -------------------------------------------------------------------------------------------------------------- 78

iii. Purchase by NRIs --------------------------------------------------------------------------------------------------------------- 79

iv. Applicable NAV ----------------------------------------------------------------------------------------------------------------- 79

v. Cooling-off period for web based transaction ------------------------------------------------------------------------- 79

9. Load Structure, Fees and Expenses ---------------------------------------------------------------------------------------------------- 80

A) Load Structure of the Scheme ------------------------------------------------------------------------------------------------------ 80

B) Fees and Expenses of the Scheme ------------------------------------------------------------------------------------------------- 80

i. New Fund Offer Expenses ---------------------------------------------------------------------------------------------------- 80

ii. Estimated Recurring Expenses ---------------------------------------------------------------------------------------------- 80

C) New Fund Offer Expenses of the Past Schemes --------------------------------------------------------------------------------- 81

D) Condensed Financial Information ------------------------------------------------------------------------------------------------- 82


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10. Unitholders Rights & Services ---------------------------------------------------------------------------------------------------------- 105

a) Investor Services ---------------------------------------------------------------------------------------------------------------------- 105

b) Ease of Transactions ----------------------------------------------------------------------------------------------------------------- 105

i. Customer Service Centers in major metros ---------------------------------------------------------------------------- 105

ii. Process transactions in a timely manner ------------------------------------------------------------------------------- 105

c) Problem Resolution ----------------------------------------------------------------------------------------------------------------- 105

d) Information about the Scheme --------------------------------------------------------------------------------------------------- 105

e) NAV Information --------------------------------------------------------------------------------------------------------------------- 105

f) Disclosure of information under the Regulations --------------------------------------------------------------------------- 106

g) Rights of Unitholders of the Scheme ------------------------------------------------------------------------------------------- 106

h) Duration of the Scheme/Winding up ------------------------------------------------------------------------------------------- 106

i) Procedure and manner of Winding up ----------------------------------------------------------------------------------------- 107

j) Tax benefits of investing in the Mutual Fund --------------------------------------------------------------------------------- 107

1) To the Fund -------------------------------------------------------------------------------------------------------------------- 107

2) Securities Transaction Tax -------------------------------------------------------------------------------------------------- 107

3) To the Unitholders ----------------------------------------------------------------------------------------------------------- 108

3.1. Income received from mutual fund ------------------------------------------------------------------------------ 108

3.2. Long term capital gains on transfer of units ------------------------------------------------------------------ 108

3.3. Short term capital gains on transfer of units ------------------------------------------------------------------ 108

3.4. Capital Losses --------------------------------------------------------------------------------------------------------- 108

4) Tax deduction at source ---------------------------------------------------------------------------------------------------- 109

4.1. For Income In Respect of Units ----------------------------------------------------------------------------------- 109

4.2. For Capital Gains ---------------------------------------------------------------------------------------------------- 109

5) Rebate Under Section 88E ------------------------------------------------------------------------------------------------- 109

6) Investments by Charitable and Religious Trust ----------------------------------------------------------------------- 109

7) Wealth Tax --------------------------------------------------------------------------------------------------------------------- 109

8) Gift Tax ------------------------------------------------------------------------------------------------------------------------- 109

k) Unclaimed redemption amount -------------------------------------------------------------------------------------------------- 109

11. Other Matters --------------------------------------------------------------------------------------------------------------------------- 110

a) Unitholder Grievances Redressal Mechanism --------------------------------------------------------------------------------- 110

b) Associate Transactions -------------------------------------------------------------------------------------------------------------- 111

c) Details of Investment in Companies that hold more than 5% ----------------------------------------------------------- 126

of NAV of Schemes managed by the AMC

d) Penalties and Pending Litigations ----------------------------------------------------------------------------------------------- 133

e) Borrowing by the Mutual Fund -------------------------------------------------------------------------------------------------- 152

f) Stock Lending by the Mutual Fund ---------------------------------------------------------------------------------------------- 152

g) Policy on Offshore Investments by the Scheme ------------------------------------------------------------------------------- 152

h) Inter-Scheme Transfers -------------------------------------------------------------------------------------------------------------- 153

i) General Information ---------------------------------------------------------------------------------------------------------------- 153

Power to make Rules -------------------------------------------------------------------------------------------------------- 153

Power to remove Difficulties ---------------------------------------------------------------------------------------------- 153

Scheme to be binding on the Unitholders ---------------------------------------------------------------------------- 153

Documents available for Inspection ------------------------------------------------------------------------------------- 153

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HIGHLIGHTS

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

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 December 31, 2006, overGBP251 billion of funds under management, more than 20 million customers and over 23,000 employees worldwide as ofDecember 31, 2006.

Securities and Exchange Board of India, vide its letter no. MFD/PM/567/02 dated June 4, 2002, has accorded its approval inrecognizing 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. 344,658 crores as at March 31, 2007 and profit aftertax of Rs. 3,110 crores for the year ended March 31, 2007 (Rs. 2,540 crores for the year ended March 31, 2006). ICICI Bankhas a network of about 710 branches and 45 extension counters and over 3,271 ATMs. ICICI Bank offers a wide range ofbanking products and financial services to corporate and retail customers through a variety of delivery channels and throughits specialised 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, Russia and Canada, branches in Singapore, Bahrain, Hong Kong, Sri Lanka and Dubai InternationalFinance Centre and representative offices in the United States, United Arab Emirates, China, South Africa and Bangladesh.UK subsidiary of ICICI Bank has established a branch in Belgium. ICICI Bank is the most valuable bank in India in terms ofmarket capitalisation. (Source: Overview at www.icicibank.com).

ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and was its wholly ownedsubsidiary. ICICI’s shareholding in ICICI Bank was reduced to 46% through a public offering of shares in India in fiscal 1998,an equity offering in the form of ADRs listed on the NYSE in fiscal 2000, ICICI Bank’s acquisition of Bank of Madhura Limitedin an all-stock amalgamation in fiscal 2001, and secondary market sales by ICICI to institutional investors in fiscal 2001 andfiscal 2002.

Pursuant to the Scheme of Amalgamation effective March 30, 2002, among ICICI, ICICI Personal Financial Services, ICICICapital Services and ICICI Bank, sanctioned by the High Court of Gujarat and the High Court of Judicature at Bombay andapproved by the Reserve Bank of India, ICICI, ICICI Personal Financial Services and ICICI Capital Services were merged withICICI Bank in an all-stock merger. ICICI Bank is the surviving legal entity in the amalgamation.

Fund Management expertise

Prudential plc is a leading international financial services group providing retail financial products and services andfund management to many millions of customers worldwide. As a group Prudential plc has, as of December 31, 2006,over GBP251 billion of funds under management, more than 20 million customers and over 23,000 employeesworldwide as of December 31, 2006.

ICICI Prudential Asset Management Company Limited, the Investment Manager to the ICICI Prudential Mutual Fund,manages assets over 48,688 crores as on July 31, 2007 through 32 schemes. It is one of the largest asset managementcompanies in the country.

Investment Objectives

ICICI Prudential Indo Asia Equity Fund is an Open-ended equity scheme that seeks to generate long term capitalappreciation by investing in equity, equity related securities and or share classes/units of equity funds of companies,which are incorporated or have their area of primary activity, in the Asia Pacific region. Initially the Scheme will beinvesting in share classes of International Opportunities Fund (I.O.F) Asian Equity Fund and thereafter the Fund Managerof ICICI Prudential Indo Asia Equity Fund may choose to make investment in listed equity shares, securities in the AsiaPacific Region.

However, there can be no assurance that the investment objective of the Scheme will be realized

Transparency –The AMC will calculate and disclose the first NAV not later than 30 days from the closure of the NewFund Offer Period. Subsequently, the NAV will be calculated and disclosed at the close of every Business Day. In addition,the AMC will disclose details of the portfolio at least on a half-yearly basis.

NAV will be determined on every Business Day except in special circumstances described on page 76. NAV of the Schemeshall be made available at all Customer Service Centers of the AMC. The AMC shall also endeavor to have the NAVpublished in a daily newspaper and update on AMC’s website (www.icicipruamc.com).

AMC shall update the NAVs on the website of Association of Mutual Funds in India - AMFI (www.amfiindia.com) by9.00 p.m. every Business Day. In case of any delay, the reasons for such delay would be explained to AMFI and SEBI bythe next day. If the NAVs are not available before commencement of business hours on the following day due to anyreason, the Fund shall issue a press release providing reasons and explaining when the Fund would be able to publishthe NAVs.


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Load (During NFO as well as ongoing basis): –Entry Load Retail Option (i) For investment of less than Rs. 5 Crores: 2.25% of applicable NAV

(ii) For investment of Rs. 5 Crores and above: NilInstitutional Option Nil

Exit Load Retail Option (i) For investment of Rs. 5 Crores and above: Nil(ii) For investment of less than Rs. 5 Crores made during the NFO period

and redeemed before 6 months from the date of allotment: 1% ofapplicable NAV.

(iii) For investment of any amount made after the NFO period: NilInstitutional Option Nil

Any redemption/switch arising out of excess holding by an investors beyond 25% of the net assets of the scheme in themanner envisaged under specified SEBI Circular No. SEBI/IMD/CIR No.10/22701/03 dated 12th December 2003, suchredemption / switch will not be subject to exit load.

However, the Trustee shall have a right to prescribe or modify the load structure with prospective effect subject to amaximum prescribed under the Regulations.

High Liquidity - Being an open-ended Scheme, Units may be redeemed on every Business Day at NAV based prices. TheFund will, under normal circumstances, endeavor to dispatch redemption cheques within T+10 Business Days from thedate of acceptance of the redemption request at any of the Customer Service Centers.

New Fund Offer Expenses: In accordance with the provisions of SEBI Circular No. SEBI/IMD/CIR No.1/64057/06 datedApril 4, 2006, no Initial Issue Expenses will be charged to the Scheme.

Options - Investors under the ICICI Prudential Indo Asia Equity Fund shall have two options namely Retail and Institutional.Under Retail Option, investors will have Growth and Dividend sub options with dividend payout and reinvestmentfacility. Under the Institutional Option only Growth Sub–option is available. If any investor fail to specify options underthe scheme then the Retail Option with Dividend reinvestment facility will be default option and if any investor fails tospecify the sub-options under the Retail Option then Dividend Reinvestment shall be default sub–option. Both theOptions under the Scheme will have the same portfolio. The Trustees may at their discretion add one or more additionaloptions/sub-options under the Scheme.

Repatriation – Repatriation benefits would be available to NRIs/ PIOs/ FIIs, subject to applicable Regulations notified byReserve Bank of India from time to time. Repatriation of these benefits will be subject to applicable deductions inrespect of levies and taxes, as may be applicable at present or in future.

For details on tax update, please refer page 107 of this document.

Investors in the Scheme are not being offered any guaranteed returns.

Investors are advised to consult their Legal / Tax and other Professional Advisors in regard to tax/legalimplications relating to their investments in the Scheme and before making decision to invest in the Schemeor redeem the Units in the Scheme.

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RISK FACTORS AND SPECIAL CONSIDERATIONS

Mutual Funds and securities investments are subject to market risks and there is no assurance or guarantee that theobjectives of the Scheme will be achieved.

As with any securities investment, the NAV of the Units issued under the Scheme can go up or down depending on thefactors and forces affecting the capital markets.

Past performance of the Sponsors, AMC/Fund does not indicate the future performance of the Scheme of the Fund.

The Sponsors are not responsible or liable for any loss resulting from the operation of the Scheme beyond thecontribution of an amount of Rs. 22.2 lacs collectively made by them towards setting up the Fund and such otheraccretions and additions to the corpus set up by the Sponsors.

ICICI Prudential Indo Asia Equity Fund is the name of the Scheme and does not in any manner indicate either the qualityof the Scheme or its future prospects and returns.

The NAVs of the Scheme may be affected by changes in the general market conditions, factors and forces affectingcapital market, in particular, level of interest rates, various market related factors and trading volumes, settlementperiods and transfer procedures.

In the event of receipt of inordinately large number of redemption requests or of a restructuring of the Scheme’sportfolio, there may be delays in the redemption of Units. Please see page 8 for “Risk Factors and Special Considerations”and page 76 for “Right to Limit Redemptions” in this Offer Document.

The liquidity of the Scheme’s investments is inherently restricted by trading volumes in the securities in which it invests.

The Scheme may use various derivatives and hedging products from time to time, as would be available and permittedby SEBI, in an attempt to protect the value of the portfolio and enhance Unitholders interest. In case the Scheme utilizesany derivatives under the Regulations, the Scheme may, in certain situations, be exposed to risks associated with the useof derivatives.

Investors in the Scheme are not offered any guaranteed returns.

Mutual Funds being vehicles of securities investments are subject to market and other risks and there can be noguarantee against loss resulting from investing in schemes. The various factors which impact the value of schemeinvestments include but are not limited to fluctuations in the equity and bond markets, fluctuations in interest rates,prevailing political and economic environment, changes in government policy, factors specific to the issuer of securities,tax laws, liquidity of the underlying instruments, settlements periods, trading volumes etc. and securities investmentsare subject to market risks and there is no assurance or guarantee that the objectives of the Scheme will be achieved.

As the liquidity of the Scheme’s investments could at times, be restricted by trading volumes and settlement periods, thetime taken by the Fund for redemption of units may be significant in the event of an inordinately large number ofredemption requests or of a restructuring of the Scheme’s portfolio. In view of this the Trustee has the right, at their solediscretion to limit redemptions (including suspending redemption) under certain circumstances, as described under thesection titled “Right to limit Repurchases”.

From time to time and subject to the regulations, the sponsors, the mutual funds and investment Companies managedby them, their affiliates, their associate companies, subsidiaries of the sponsors and the AMC may invest in eitherdirectly or indirectly in the scheme. The funds managed by these affiliates, associates and/ or the AMC may acquire asubstantial portion of the Scheme. Accordingly, redemption of units held by such funds, affiliates/associates andsponsors may have an adverse impact on the units of the Scheme because the timing of such redemption may impactthe ability of other unitholders to redeem their units.

The scheme may invest in other schemes of any other mutual Funds outside India in conformity with the investmentobjectives of the scheme and within prescribed regulatory limits and subject to applicable SEBI Circular no SEBI/IMD/CIRCULAR NO7/73202/06 Dated 2nd August 2006 para 3a &3b permits mutual fund to make investment in unitssecurities issued by overseas mutual fund with sub-ceiling for individual mutual fund which should not exceed 10% ofthe net assets managed by them as on 31st March of the year ,subject to a maximum of US $ 200 million per mutual fund(limit increased by SEBI Circular dated SEBI/IMD/CIR No. 3/93334/07 dated May 14, 2007) and as per the provisions ofpara (h) the limit of 5% of Net Assets and the prohibition of charging of fees shall not be applicable to investments inmutual funds in foreign countries made in accordance with the guidelines as per the above circular . However,management fees and other expenses charged by the mutual fund (s) in foreign countries along with the managementfee and recurring expenses charged to the domestic mutual fund shall not exceed the total limits on expenses asprescribed under Regulation 52 (6).

From time to time and subject to the regulations, the AMC may invest in this Scheme. The decision to invest in theScheme by the AMC will be based on parameters specified by the Board of the AMC.

Further, as per the Regulation, in case the AMC invests in any of the schemes managed by it, it shall not be entitled tocharge any fees on such investments.


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The provisions of SEBI circular ref SEBI/IMD/CIR No.10/22701/03 dated.12th December 2003 and SEBI/IMD/CIR No.1/42529/05 dated June 14, 2005 The Scheme shall have a minimum of 20 investors and any one of the investor shall nothold more than 25% of Net Assets of the Scheme. In case the scheme on the date of allotment of NFO does not have20 investors and if any one of the investor holds more than 25% of Net Assets of the Scheme, the scheme will endeavorto ensure that within a three months period or the end of the succeeding calendar quarter from the close of NFO of theScheme, whichever is earlier, the Scheme complies with these conditions failing which the provisions of Regulation39(2) of the SEBI (Mutual Funds) Regulations, 1996, would become automatically applicable without any referencefrom SEBI and accordingly the scheme shall be wound up immediately and the units shall be redeemed. The twoconditions mentioned above shall also be complied within each subsequent calendar quarter thereafter, on an averagebasis as specified by SEBI.

Different types of securities in which the scheme would invest as given in the offer document carry different levels andtypes of risk. Accordingly the scheme’s risk may increase or decrease depending upon its investment pattern. E.g.corporate bonds carry a higher amount of risk than Government securities. Further even among corporate bonds,bonds which are AAA rated are comparatively less risky than bonds which are AA rated.

Scheme Specific Risk Factors relating to ICICI Prudential Indo Asia Equity Fund

1. To the extent the assets of the scheme are invested in overseas financial assets, there may be risks associated withcurrency movements, restrictions on repatriation and transaction procedures in overseas market. Further, therepatriation of capital to India may also be hampered by changes in regulations or political circumstances as wellas the application to it of other restrictions on investment. In addition, country risks would include events such asintroduction of extraordinary exchange controls, economic deterioration, bi-lateral conflict leading toimmobilization of the overseas financial assets and the prevalent tax laws of the respective jurisdiction forexecution of trades or otherwise.

2. Investors may note that AMC/Fund Manger’s investment decisions may not be always profitable. The Schemeproposes to invest substantially in equity and equity related securities. The Scheme will, to a lesser extent, alsoinvest in debt and money market instruments. Trading volumes, settlement periods and transfer procedures mayrestrict the liquidity of these investments. Different segments of the Indian financial markets have differentsettlement periods and such periods may be extended significantly by unforeseen circumstances. The inability ofthe Scheme to make intended securities purchases due to settlement problems could cause the Scheme to misscertain investment opportunities. By the same rationale, the inability to sell securities held in the Scheme’sportfolio due to the absence of a well developed and liquid secondary market for debt securities would result, attimes, in potential losses to the Scheme, in case of a subsequent decline in the value of securities held in theScheme’s portfolio.

3. The scheme is also vulnerable to movements in the prices of securities invested by the scheme, which again couldhave a material bearing on the overall returns from the scheme. These stocks, at times, may be relatively less liquidas compared to growth stocks.

4. The liquidity of the Scheme’s investments is inherently restricted by trading volumes in the securities in which itinvests.

5. The value of the Scheme’s investments, may be affected generally by factors affecting securities markets, such asprice and volume volatility in the capital markets, interest rates, currency exchange rates, changes in policies of theGovernment, taxation laws or any other appropriate authority policies and other political and economicdevelopments which may have an adverse bearing on individual securities, a specific sector or all sectors includingequity and debt markets. Consequently, the NAV of the Units of the Scheme may fluctuate and can go up or down.

6. Trading volumes, settlement periods and transfer procedures may restrict the liquidity of the investments made bythe Scheme. Different segments of the Indian financial markets have different settlement periods and suchperiods may be extended significantly by unforeseen circumstances leading to delays in receipt of proceeds fromsale of securities. The NAV of the Scheme can go up and down because of various factors that affect the capitalmarkets in general.

7. The NAV of the Scheme to the extent invested in Debt and Money market securities, are likely to be affected bychanges in the prevailing rates of interest.

8. Securities, which are not quoted on the stock exchanges, are inherently illiquid in nature and carry a largeramount of liquidity risk, in comparison to securities that are listed on the exchanges or offer other exit options tothe investor, including a put option. Within the Regulatory limits, the AMC may choose to invest in unlistedsecurities that offer attractive yields. This may however increase the risk of the portfolio.

9. While securities that are listed on the stock exchange carry lower liquidity risk, the ability to sell these investmentsis limited by the overall trading volume on the stock exchanges. Money market securities, while fairly liquid, lacka well-developed secondary market, which may restrict the selling ability of the Scheme(s) and may lead to theScheme(s) incurring losses till the security is finally sold.

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10. Investment decisions made by the AMC may not always be profitable, as actual market movements may be atvariance with anticipated trends.

11. The Scheme may use various derivative products as permitted by the Regulations. Use of derivatives requires anunderstanding of not only the underlying instrument but also of the derivative itself. Other risks include, the riskof mis-pricing or improper valuation and the inability of derivatives to correlate perfectly with underlying assets,rates and indices.

12. Different segments of the Indian financial markets have different settlement periods and such periods may beextended significantly by unforeseen circumstances. The inability of the Scheme to make intended securitiespurchases due to settlement problems could cause the Scheme to miss certain investment opportunities. By thesame rationale, the inability to sell securities held in the Scheme’s portfolio due to the absence of a well developedand liquid secondary market for debt securities would result, at times, in potential losses to the Scheme, in caseof a subsequent decline in the value of securities held in the Scheme’s portfolio.

13. The Scheme may also invest in ADRs / GDRs / Foreign Debt Securities as permitted by Reserve Bank of India andSecurities and Exchange Board of India. To the extent that some part of the assets of the Schemes may be investedin securities denominated in foreign currencies, the Indian Rupee equivalent of the net assets, distributions andincome may be adversely affected by the changes in the value of certain foreign currencies relative to the IndianRupee. The repatriation of capital also may be hampered by changes in regulations concerning exchange controlsor political circumstances as well as the application to it of other restrictions on investment.

14. The Fund may use derivatives instruments like Stock Index Futures, Interest Rate Swaps, Forward Rate Agreementsor other derivative instruments for the purpose of hedging and portfolio balancing, as permitted under theRegulations and guidelines. Usage of derivatives will expose the Scheme to certain risks inherent to such derivatives.Please refer page 11 & 58 for details.

15. The performance of the scheme will be affected in case of unforeseen circumstances like political crisis, naturalcalamities, and changes in currency exchange rates or interest rates.

16. Fund manager tries to generate returns based on certain past statistical trend. The performance of the schememay get affected if there is a change in the said trend. There can be no assurance that such historical trends willcontinue.

17. As the Fund will invest in securities which are denominated in foreign currencies (e.g. US Dollars), fluctuations inthe exchange rates of these foreign currencies may have an impact on the income and value of the fund. Theinvestment Manager in India may hedge the currency risk based on his view on the forex markets.

18. As the portfolio will invest in stocks of different countries, the portfolio shall be exposed to the political,economic and social risks with respect to each country. However, the portfolio manager shall ensure that hisexposure to each country is limited so that the portfolio is not exposed to one country. Investments in variouseconomies will also diversify and reduce this risk.

19. In case of abnormal circumstances it will be difficult to complete the square off transaction due to liquidity beingpoor in stock futures/spot market. However fund will aim at taking exposure only into liquid stocks where therewill be minimal risk to square off the transaction.

20. The fund will be exposed to settlement risk, as different countries have different settlement periods.

Fixed Income Securities:

Interest Rate Risk: As with all debt securities, changes in interest rates may affect the Scheme’s Net Asset Value as theprices of securities generally increase as interest rates decline and generally decrease as interest rates rise. Prices of long-term securities generally fluctuate more in response to interest rate changes than do short-term securities. Indian debtmarkets can be volatile leading to the possibility of price movements up or down in fixed income securities and therebyto 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 valuation yield-to-maturity (YTM). The primary measure of liquidity risk is the spread between the bid price and the offer price quotedby 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. will beunable to make timely principal and interest payments on the security). Because of this risk corporate debentures aresold at a yield above those offered on Government Securities, which are sovereign obligations and free of credit risk.Normally, the value of a fixed income security will fluctuate depending upon the changes in the perceived level of creditrisk as well as any actual event of default. The greater the credit risk, the greater the yield required for someone to becompensated for the increased risk.

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


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Money Market Securities are subject to the risk of an issuer’s inability to meet interest and principal payments on itsobligations and market perception of the creditworthiness of the issuer

Risks attached with the use of derivatives: As and when the Scheme trade in the derivatives market there are riskfactors and issues concerning the use of derivatives that Investors should understand. Derivative products are specializedinstruments that require investment techniques and risk analyses different from those associated with stocks andbonds. The use of a derivative requires an understanding not only of the underlying instrument but also of thederivative itself. Derivatives require the maintenance of adequate controls to monitor the transactions entered into, theability to assess the risk that a derivative adds to the portfolio and the ability to forecast price or interest rate movementscorrectly. There is the possibility that a loss may be sustained by the portfolio as a result of the failure of another party(usually referred 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 to correlateperfectly with underlying assets, rates and indices.

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

Derivatives products are leveraged instruments and provide disproportionate gains as well as disproportionate losses tothe investor. Execution of such strategies depends upon the ability of the fund manager to identify such opportunities.Identification and execution of the strategies to be pursued by the fund manager involve uncertainty and decision of thefund manager may not always be profitable. No assurance can be given that the fund manager will be able to identifyto execute such strategies.

The risks associated with the use of derivatives are different from or possibly greater than, the risks associated withinvesting directly in securities and other traditional investments.

The specific risk factors arising out of a derivative strategy used by the Fund Manager may be as below:

�� Lack of opportunity available in the market.

�� The risk of mispricing or improper valuation and the inability of derivatives to correlate perfectly with underlyingassets, rates and indices.

�� Execution Risk: The prices which are seen on the screen need not be the same at which execution will take place

Also please refer to Page 56 for example on Derivatives.

Risk Analysis on underlying asset classes in Securitisation:

Generally available Asset Classes for securitisation in India

Commercial Vehicles

Auto and Two wheeler poolsMortgage pools (residential housing loans)Personal Loan, credit card and other retail loans

Corporate loans/receivables

In terms of specific risks attached to securitisation, each asset class would have different underlying risks, however, residentialmortgages are supposed to be having lower default rates as an asset class. On the other hand, repossession and subsequentrecovery of commercial vehicles and other auto assets is fairly easier and better compared to mortgages. Some of the assetclasses such as personal loans, credit card receivables etc., being unsecured credits in nature, may witness higher defaultrates. As regards corporate loans/receivables, depending upon the nature of the underlying security for the loan or thenature of the receivable the risks would correspondingly fluctuate. However, the credit enhancement stipulated by ratingagencies for such asset class pools is typically much higher and hence their overall risks are comparable to other AAA ratedasset classes.

The rating agencies have an elaborate system of stipulating margins, over collateralisation and guarantees to bring risk limitsin line with the other AAA rated securities.

It is relevant to note here that predominantly the scheme intends to invest in only AAA rated securitised debt. This comparesfavourably with a portfolio which is constructed on the basis of AA rated securitised debt.

Some of the factors, which are typically analyzed for any pool are as follows:

Size of the loan: generally indicates the kind of assets financed with loans. Also indicates whether there is excessive relianceon very small ticket size, which may result in difficult and costly recoveries. To illustrate, the ticket size of housing loans isgenerally higher than that of personal loans. Hence in the construction of a housing loan asset pool for say Rs.1,00,00,000/-it may be easier to construct a pool with just 10 housing loans of Rs.10,00,000 each rather than to construct a pool ofpersonal loans as the ticket size of personal loans may rarely exceed Rs.5,00,000/- per individual. Also to amplify thisillustration further, if one were to construct a pool of Rs.1,00,00,000/- consisting of personal loans of Rs.1,00,000/- each,the larger number of contracts(100 as against one of 10 housing loans of Rs.10 lakh each) automatically diversifies the riskprofile of the pool as compared to a housing loan based asset pool.

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Average original maturity of the pool: indicates the original repayment period and whether the loan tenors are in line withindustry averages and borrower’s repayment capacity. To illustrate, in a car pool consisting of 60 month contracts, theoriginal maturity and the residual maturity of the pool viz. number of remaining installments to be paid gives a better idea ofthe risk of default of the pool itself. If in a pool of 100 car loans having original maturity of 60 months, if more than 70% ofthe contracts have paid more than 50% of the installments and if no default has been observed in such contracts, this is a farsuperior portfolio than a similar car loan pool where 80% of the contracts have not even crossed 5 installments.

Loan to Value Ratio: Indicates how much % value of the asset is financed by borrower’s own equity. The lower LTV, the betterit is. This Ratio stems from the principle that where the borrowers own contribution of the asset cost is high, the chances ofdefault are lower. To illustrate for a Truck costing Rs.20 lakhs, if the borrower has himself contributed Rs.10 lakh and hastaken only Rs.10 lakh as a loan, he is going to have lesser propensity to default as he would lose an asset worth Rs.20 lakhsif he defaults in repaying an installment. This is as against a borrower who may meet only Rs.2 lakh out of his own equity fora truck costing Rs.20 lakh. Between the two scenarios given above, the latter would have higher risk of default than theformer.

Average seasoning of the pool: indicates whether borrowers have already displayed repayment discipline. To illustrate, in thecase of a personal loan, if a pool of assets consist of those who have already repaid 80% of the installments without default,this certainly is a superior asset pool than one where only 10% of installments have been paid. In the former case, theportfolio has already demonstrated that the repayment discipline is far higher.

Default rate distribution: Indicates how much % of the pool and overall portfolio of the originator is current, how much is in0-30 DPD (days past due), 30-60 DPD, 60-90 DPD and so on. The rationale here is very obvious, as against 0-30 DPD, the 60-90 DPD is certainly a higher risk category.

Unlike in plain vanilla instruments, in securitisation transactions it is possible to work towards a target credit rating, whichcould be much higher than the originator’s own credit rating. This is possible through a mechanism called ‘Creditenhancement’. The purpose of credit enhancement is to ensure timely payment to the investors, if the actual collection fromthe pool of receivables for a given period are short of the contractual payouts on securitisation. Securitisation are normallynon-recourse instruments and therefore, the repayment on securitisation would have to come from the underlying assetsand the credit enhancement. Therefore, the rating criteria centrally focus on the quality of the underlying assets.

World over, the quality of credit ratings is measured by default rates and stability. An analysis of rating transition and defaultrates, witnessed in both international and domestic arena, clearly reveals that structured finance ratings have been characterizedby far lower default and transition rates than that of plain vanilla debt ratings. Further, internationally, in case of structuredfinance ratings, not only are the default rates low but post default recovery is also high.

In the Indian scenario, also, more than 95% of issuances have been AAA rated issuances indicating the strength of theunderlying assets as well as adequacy of credit enhancement.

Investment exposure of the Scheme with reference to Securitised Debt:

The Scheme will predominantly invest only in those securitisation issuances which have AAA rating indicating the highestlevel of safety from credit risk point of view at the time of making an investment. The Scheme will not invest in foreignsecuritised debt.

The Scheme may invest in various type of securitisation issuances, including but not limited to Asset Backed Securitisation,Mortgage Backed Securitisation, Personal Loan Backed Securitisation, Collateralized Loan Obligation / Collateralized BondObligation and so on.

The Scheme does not propose to limit its exposure to only one asset class or to have asset class based sub-limits as it willprimarily look towards the AAA rating of the offering.

The Scheme will conduct an independent due diligence on the cash margins, collateralisation, guarantees and other creditenhancements and the portfolio characteristic of the securitisation to ensure that the issuance fits in to the overall objectiveof the investment in high investment grade offerings irrespective of underlying asset class.

Risk Factors specific to investments in Securitised Papers:

Types of Securitised Debt vary and carry different levels and types of risks. Credit Risk on Securitised Bonds depends upon theOriginator and varies depending on whether they are issued with Recourse to Originator or otherwise.

Even within securitised debt, AAA rated securitised debt offers lesser risk of default than AA rated securitised debt. Astructure with Recourse will have a lower Credit Risk than a structure without Recourse.

Underlying assets in Securitised Debt may assume different forms and the general types of receivables include Auto Finance,Credit Cards, Home Loans or any such receipts, Credit risks relating to these types of receivables depend upon various factorsincluding macro economic factors of these industries and economies. Specific factors like nature and adequacy of propertymortgaged against these borrowings, nature of loan agreement/ mortgage deed in case of Home Loan, adequacy ofdocumentation in case of Auto Finance and Home Loans, capacity of borrower to meet its obligation on borrowings in caseof Credit Cards and intentions of the borrower influence the risks relating to the asset borrowings underlying the securitiseddebt.


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Holders of the securitised assets may have low credit risk with diversified retail base on underlying assets especially whensecuritised assets are created by high credit rated tranches, risk profiles of Planned Amortisation Class tranches (PAC),Principal Only Class Tranches (PO) and Interest Only class tranches (IO) will differ depending upon the interest rate movementand speed of prepayment.

Unlike in plain vanilla instruments, in securitisation transactions, it is possible to work towards a target credit rating, whichcould be much higher than the originator’s own credit rating. This is possible through a mechanism called ‘Creditenhancement’. The process of ‘Credit enhancement’ is fulfilled by filtering the underlying asset classes and applying selectioncriteria, which further diminishes the risks inherent for a particular asset class. The purpose of credit enhancement is toensure timely payment to the investors, if the actual collection from the pool of receivables for a given period is short of thecontractual payout on securitisation. Securitisation is normally non-recourse instruments and therefore, the repayment onsecuritisation would have to come from the underlying assets and the credit enhancement. Therefore the rating criteriacentrally focus on the quality of the underlying assets.

The change in market interest rates – prepayments may not change the absolute amount of receivables for the investors, butmay have an impact on the re-investment of the periodic cash flows that the investor receives in the securitised paper.

Limited Liquidity & Price risk

Presently, secondary market for securitised papers is not very liquid. There is no assurance that a deep secondary market willdevelop for such securities. This could limit the ability of the investor to resell them. Even if a secondary market develops andsales were to take place, these secondary transactions may be at a discount to the New Fund Offer price due to changes inthe interest rate structure.

Limited Recourse, Delinquency and Credit Risk

Securitised transactions are normally backed by pool of receivables and credit enhancement as stipulated by the ratingagency, which differ from issue to issue. The Credit Enhancement stipulated represents a limited loss cover to the Investors.These Certificates represent an undivided beneficial interest in the underlying receivables and there is no obligation of eitherthe Issuer or the Seller or the originator, or the parent or any affiliate of the Seller, Issuer and Originator. No financial recourseis available to the Certificate Holders against the Investors’ Representative. Delinquencies and credit losses may causedepletion of the amount available under the Credit Enhancement and thereby the Investor Payouts may get affected if theamount available in the Credit Enhancement facility is not enough to cover the shortfall. On persistent default of a Obligorto repay his obligation, the Servicer may repossess and sell the underlying Asset. However many factors may affect, delay orprevent the repossession of such Asset or the length of time required to realize the sale proceeds on such sales. In addition,the price at which such Asset may be sold may be lower than the amount due from that Obligor.

Risks due to possible prepayments: Weighted Tenor / Yield

Asset securitisation is a process whereby commercial or consumer credits are packaged and sold in the form of financialinstruments Full prepayment of underlying loan contract may arise under any of the following circumstances;

�� Obligor pays the Receivable due from him at any time prior to the scheduled maturity date of that Receivable; or

�� Receivable is required to be repurchased by the Seller consequent to its inability to rectify a material misrepresentationwith respect to that Receivable; or

�� The Servicer recognizing a contract as a defaulted contract and hence repossessing the underlying Asset and selling thesame

In the event of prepayments, investors may be exposed to changes in tenor and yield.

Bankruptcy of the Originator or Seller

If originator becomes subject to bankruptcy proceedings and the court in the bankruptcy proceedings concludes that thesale from originator to Trust was not a sale then an Investor could experience losses or delays in the payments due. Allpossible care is generally taken in structuring the transaction so as to minimize the risk of the sale to Trust not beingconstrued as a “True Sale”. Legal opinion is normally obtained to the effect that the assignment of Receivables to Trust intrust for and for the benefit of the Investors, as envisaged herein, would constitute a true sale.

Bankruptcy of the Investor’s Agent

If Investor’s agent, becomes subject to bankruptcy proceedings and the court in the bankruptcy proceedings concludes thatthe recourse of Investor’s Agent to the assets/receivables is not in its capacity as agent/Trustee but in its personal capacity,then an Investor could experience losses or delays in the payments due under the swap agreement. All possible care isnormally taken in structuring the transaction and drafting the underlying documents so as to provide that the assets/receivables if and when held by Investor’s Agent is held as agent and in Trust for the Investors and shall not form part of thepersonal assets of Investor’s Agent. Legal opinion is normally obtained to the effect that the Investors Agent’s recourse toassets/receivables is restricted in its capacity as agent and trustee and not in its personal capacity.

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Credit Rating of the Transaction / Certificate

The credit rating is not a recommendation to purchase, hold or sell the Certificate in as much as the ratings do not commenton the market price of the Certificate or its suitability to a particular investor. There is no assurance by the rating agencyeither that the rating will remain at the same level for any given period of time or that the rating will not be lowered orwithdrawn entirely by the rating agency.

Risk of Co-mingling

The Servicers normally deposit all payments received from the Obligors into the Collection Account. However, there could bea time gap between collection by a Servicer and depositing the same into the Collection account especially considering thatsome of the collections may be in the form of cash. In this interim period, collections from the Loan Agreements may not besegregated from other funds of the Servicer. If the Servicer fails to remit such funds due to Investors, the Investors may beexposed to a potential loss.

Due care is normally taken to ensure that the Servicer enjoys highest credit rating on stand alone basis to minimizeCo-mingling risk.

Investors are urged to study the terms of the Offer Document carefully before investing in this Scheme, and to retain thisOffer Document for future reference.

Investors in the Scheme are not being offered any guaranteed returns.

Investors are advised to consult their Legal /Tax and other Professional Advisors in regard to tax/legalimplications relating to their investments in the Scheme and before making decision to invest in the Schemeor redeem the Units in the Scheme.


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Sponsors

ICICI Bank LimitedLandmark, Race Course Circle,Vadodara 390 007, India

Prudential plcLaurence Pountney Hill,London EC4R 0HH, United Kingdom

Asset Management Company

ICICI Prudential Asset Management Company Limited

Registered Office:12th Floor, Narain Manzil, 23,Barakhamba Road, New Delhi – 110 001Telephone: 011 - 23752515-18; Fax: 011-23358582

Corporate Office:8th Floor, Peninsula Tower, Peninsula Corporate Park,Ganpatrao Kadam Marg, Off Senapati Bapat Marg,Lower Parel, Mumbai 400 013.Telephone: 022 - 24997000; Fax : 022 - 24997029

Trustee

ICICI Prudential Trust Limited12th Floor, Narain Manzil,23, Barakhamba Road,New Delhi-110 001

RegistrarComputer Age Management Services Private LimitedUnit : ICICI Prudential Mutual FundFloor IV, Tower 1, Rayala Towers, 158,Anna Salai, Chennai - 600 002

Auditors to the SchemeN. M. Raiji & CompanyUniversal Insurance BuildingSir Phiroze Shah Mehta Road,Mumbai 400 001

CustodianThe Hongkong and Shanghai Banking Corporation Limited/ Its counterpart in other countries18, S. K . Ahire MargWorli, Mumbai 400 030

Legal AdvisorsA.R.A. LAWAdvocates & Solicitors3/F, Mahatma Gandhi Memorial Building,7, Netaji Subhash Road,Churni Road (West), Mumbai – 400 004

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DUE DILIGENCE CERTIFICATE

It is confirmed that:

i) The draft Offer Document forwarded to SEBI is in accordance with the SEBI (Mutual Funds) Regulations, 1996 and theguidelines and directives issued by SEBI from time to time.

ii) All legal requirements connected with the launching of the Scheme and also the guidelines, instructions, etc. issued bythe Government of India and any other competent authority in this behalf, have been duly complied with.

iii) The disclosures made in the Offer Document are true, fair and adequate to enable the investors to make a well-informeddecision regarding investment in the proposed Scheme.

iv) The intermediaries named in the Offer Document, according to the information given to the AMC, are registered withSEBI and till date such registration is valid.

Place : Mumbai Ranganath AthreyaDate : October 13, 2006 Sr. Vice President – Compliance,

Legal & Company Secretary

Note: The Due Diligence Certificate as stated above was submitted to SEBI on October 13, 2006


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DEFINITIONS

In this Offer Document, the following words and expressions shall have the meaning specified herein, unless the contextotherwise requires:Asset Management Company ICICI Prudential Asset Management Company Ltd. (erstwhile Prudential ICICI Assetor AMC or Investment Management Company Limited), the Asset Management Company incorporated underManager the Companies Act, 1956, and registered with SEBI to act as an Investment Manager

for the schemes of ICICI Prudential Mutual Fund

Applicable NAV for purchase Applicable NAV is the Net Asset Value per Unit at the close of the Business Day onwhich the application is accepted.

Applicable NAV for Applicable NAV is the Net Asset Value per Unit at the close of the Business Day onredemption which the application is accepted.

Business Day A day other than (1) Saturday and Sunday or (2) a day on which the Stock Exchange,Mumbai and National Stock Exchange are closed whether or not the Banks in Mumbaiare open. (3) a day on which the Sale and Redemption of Units is suspended by theTrustee/AMC. (4) A day, which is not a bank business day in Luxembourg. However, theAMC reserves the right to declare any day as a non-business day at any of its locationsat its sole-discretion

Call Option An agreement that gives an investor the right (but not the obligation) to buy a stock/bond at a specified price within a specific time period. Call Option gives the investorthe right to “call in” (buy) an asset. An investor gets profit on a call when the underlyingasset increases in price.The seller of the option undertakes to sell the underlying inexchange.

Custodian The Hongkong and Shanghai Banking Corporation Limited/ Its counterpart in othercountries, acting as Custodian to the Scheme, or any other custodian who is approvedby the Trustee.

FII Foreign Institutional Investors registered with SEBI under Securities and Exchange Boardof India (Foreign Institutional Investors) Regulations, 1995, as amended from time totime.

ICICI Bank ICICI Bank Limited

Investment Management The Agreement dated September 03, 1993 entered into between ICICI PrudentialAgreement Trust Limited (erstwhile Prudential ICICI Trust Limited) and ICICI Prudential Asset

Management Company Limited (erstwhile Prudential ICICI Asset Management CompanyLimited) as amended from time to time.

ICICI Prudential Indo Asia ICICI Prudential Indo Asia Equity Fund and options and Sub options, offered thereEquity Fund/The Scheme under.

Money Market Instruments Commercial papers, commercial bills, treasury bills, Government securities having anunexpired maturity upto one year, certificate of deposit, usance bill and any other likeinstruments as specified by the- Reserve Bank of India from time to time includingmibor linked securities, call products having unexpired maturity upto one year.

NAV Net Asset Value of the Units of the Scheme and the Schemes and Options, if any,thereunder, calculated on every Business Day in the manner provided in this OfferDocument or as may be prescribed by Regulations from time to time.

NRI Non-Resident Indian.

Offer Document This document issued by ICICI Prudential Mutual Fund, offering Units of ICICI PrudentialIndo Asia Equity Fund

Prudential Prudential plc (formerly known as Prudential Corporation plc), of the U.K. and includes,wherever the context so requires, its wholly owned subsidiary Prudential CorporationHoldings Limited.

Put Option Put option is a financial contract between two parties, the buyer and the seller of theoption. The put allows the buyer the right (but not the obligation) to sell a financialinstrument (the underlying instrument) to the seller of the option at a certain time for acertain price (the strike price). The seller assumes the corresponding obligations.Theseller of the option undertakes to buy the underlying in exchange.

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

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

Source scheme Source scheme means the scheme from which the investor is seeking to switch-out hisinvestments to enable switch-in under the Scheme (ICICI Prudential Indo Asia EquityFund) during the New Fund Offer

The Fund or The Mutual Fund ICICI Prudential Mutual Fund (erstwhile Prudential ICICI Mutual Fund), a trust set upunder the provisions of the Indian Trusts Act, 1882. The Fund is registered with SEBIvide Registration No.MF00393/6 dated October 13, 1993 as ICICI Mutual Fund andhas obtained approval from SEBI for change in name to ICICI Prudential Mutual Fundvide SEBI’s letter dated April 2,2007.

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

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

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

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

Unit The interest of an investor, which consists of one undivided share in the Net Assets ofthe Scheme.

Unit holder A holder of Unit(s) in the scheme of ICICI Prudential Indo Asia Equity Fund as containedin this Offer Document.


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Summary – ICICI Prudential Indo Asia Equity Fund

Name of the Scheme ICICI Prudential Indo Asia Equity Fund

Structure Open Ended Diversified Equity Scheme

Features ICICI Prudential Indo Asia Equity Fund is an open ended equity fund that seeks togenerate long term capital appreciation by investing in equity, equity related securitiesShare classes / units of Equity Fund of companies which are incorporated or have theirarea of primary activity, in Asia –Pacific region.

Minimum Application Amount Retail Option: Rs. 5,000 (plus in the multiples of Re.1)Institutional Option: Rs. 5,00,00,000 (plus in the multiples of Re.1).The requirement of minimum application amount will however, not apply to SIP asmentioned in ‘Systematic Investment Plan’.

Minimum Additional Purchase Retail Option: Rs 1,000 (plus in the multiples of Re. 1)Amount Institutional Option: Rs.10,000 (plus in the multiples of Re. 1)

Duration of New Fund Offer The Scheme will open for subscription from August 23, 2007 to September 21, 2007during the New Fund Offer Period. The Trustee reserves the right to extend the closingdate for the New Fund Offer Period subject to the condition that the New Fund Offershall not be kept open for more than 30 days.

Target Amount The AMC seeks to raise a minimum subscription amount of Rs.5 Crores during theNew Fund Offer Period of the Scheme.

New Fund Offer Expenses In accordance with the provisions of SEBI circular no. SEBI/IMD/CIR No.1/64057/06dated. April 4, 2006, no Initial Issue Expenses will be charged to the Scheme.

Liquidity On an ongoing basis and as specified herein, the Scheme will commence Purchase ofUnits and redemption of Units not later than 30 days after the close of the New FundOffer Period on every Business Day at NAV based prices, subject to the prevailing loadstructure. (Please refer to page 74 for Redemption Price and page 78 for PurchasePrice).The Units of the Scheme will not be listed on any exchange, for the present.

The Fund will, under normal circumstances, endeavour to dispatch redemption chequeswithin 10 Business Day from the date of acceptance of the redemption request at anyof the official point(s) of transaction(s). All redemptions will be subject to deduction ofapplicable taxes as per Statues, if any.

Transparency NAV will be determined on every Business Day except in special circumstances describedon page 76. NAV of the Scheme shall be made available at all Customer Service Centersof the AMC. The AMC shall also endeavor to have the NAV published in a dailynewspaper and update on AMC’s website (www.icicipruamc.com).

AMC shall update the NAVs on the website of Association of Mutual Funds in India -AMFI (www.amfiindia.com) by 9.00-p.m. every Business Day. In case of any delay, thereasons for such delay would be explained to AMFI and SEBI by the next day. If theNAVs are not available before commencement of business hours on the following daydue to any reason, the Fund shall issue a press release providing reasons and explainingwhen the Fund would be able to publish the NAVs.The Mutual Fund shall disclose thefull portfolio of the Scheme every half-year.

Repatriation facility NRIs/PIOs/FIIs have been granted a general permission by RBI [Schedule 5 of the ForeignExchange Management (Transfer or Issue of Security by a Person Resident OutsideIndia) Regulations, 2000] for investing in / redeeming units of the schemes subject toconditions set out in the aforesaid regulations.

Eligibility for Trusts Religious and Charitable Trusts are eligible to invest in the Scheme under the provisionsof Section 11(5)(xii) of the Income-tax Act, 1961 read with Rule 17C of Income-taxRules, 1962.

Options available under the Investors under the ICICI Prudential Indo Asia Equity Fund have a choice of a RetailScheme. Option and an Institutional Option. Only Growth sub-option is available under

Institutional Option. The Retail Option has two sub options namely Growth & Dividedwith payout and reinvestment facility. If the investor fails to specify the sub-optionsunder the Retail Option then Dividend Reinvestment shall be the default sub–option. Ifany investors fail to specify options under the scheme then the Retail Option withDividend reinvestment facility will be default option.The Trustee reserves the right to declare dividends under the dividend sub-option ofthe Scheme depending on the net distributable surplus available under the Scheme.Tothe extent the net surplus is not distributed, the same will remain invested in theScheme and will reflect in the NAV. The Trustees reserve right to introduce any otheroption(s)/sub option(s) under the Scheme at a later date, by providing a notice to theinvestors on the AMC’s website and by issuing a press release, prior to introduction ofsuch option(s)/sub-option(s).

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CONSTITUTION OF THE MUTUAL FUND

ICICI Mutual Fund, which has been renamed as ICICI Prudential Mutual Fund (“the Mutual Fund” or “the Fund”) has beenconstituted as a Trust in accordance with the provisions of the Indian Trusts Act, 1882 (2 of 1882). The Mutual Fund wasregistered 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, hascontributed an amount of Rs.12.2 lacs to the corpus of the Fund and has received permission for such contribution from theRBI vide letter No: CO.FID (I) 4940/10/I.07.02.200 (221) 97-98 dated April 25, 1998. SEBI has approved the change in nameof the Fund to ICICI Prudential Mutual Fund vide its letter IIMARP / 88 / 98 dated April 16, 1998. A deed of amendment tothe Trust Deed dated August 25, 1993 was executed and registered.

An Amendatory Agreement was entered into between Prudential plc and ICICI Bank Ltd on May 27, 2006 for transfer of 6%of the Shareholding of Prudential plc in ICICI Prudential Asset Management Co. Ltd (AMC) and ICICI Prudential Trust Co. Ltd.(Trustee Company) to ICICI Bank Ltd. Consequent to the said transfer, with effect from August 26, 2006 ICICI Bank Limitedholds shares aggregating to 51% of the share capital of AMC and Trustee Company, whereas the balance 49% is held byPrudential plc of UK, through its wholly owned subsidiary, Prudential Corporation Holdings Limited.

AMC has informed SEBI of the said transfer. SEBI has vide its letter IMD/RK/42692/05 dated June 15, 2006 taken note of theproposed transfer.

Consequent to the said transfer the name of the Mutual Fund has been changed to ICICI Prudential Mutual Fund. Theapproval for the said change has been accorded from SEBI vide its letter no. IMD/PM/90168/07 dated April 02, 2007.

a) Sponsors

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. 344,658 crores as at March 31, 2007 and profitafter tax of Rs. 3,110 crores for the year ended March 31, 2007 (Rs. 2,540 crores for the year ended March 31, 2006).ICICI Bank has a network of about 710 branches and 45 extension counters and over 3,271 ATMs. ICICI Bank offers awide range of banking products and financial services to corporate and retail customers through a variety of deliverychannels and through its specialised subsidiaries and affiliates in the areas of investment banking, life and non-lifeinsurance, venture capital and asset management. ICICI Bank set up its international banking group in fiscal 2002 tocater to the cross border needs of clients and leverage on its domestic banking strengths to offer products internationally.ICICI Bank currently has subsidiaries in the United Kingdom, Russia and Canada, branches in Singapore, Bahrain, HongKong, Sri Lanka and Dubai International Finance Centre and representative offices in the United States, United ArabEmirates, China, South Africa and Bangladesh. UK subsidiary of ICICI Bank has established a branch in Belgium. ICICIBank is the most valuable bank in India in terms of market capitalisation. (Source: Overview at www.icicibank.com).

ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and was its wholly-ownedsubsidiary. ICICI’s shareholding in ICICI Bank was reduced to 46% through a public offering of shares in India in fiscal1998, an equity offering in the form of ADRs listed on the NYSE in fiscal 2000, ICICI Bank’s acquisition of Bank ofMadura Limited in an all-stock amalgamation in fiscal 2001, and secondary market sales by ICICI to institutionalinvestors in fiscal 2001 and fiscal 2002. ICICI was formed in 1955 at the initiative of the World Bank, the Governmentof India and representatives of Indian industry.

Pursuant to the Scheme of Amalgamation effective March 30, 2002, among ICICI, ICICI Personal Financial Services, ICICICapital Services and ICICI Bank, sanctioned by the High Court of Gujarat and the High Court of Judicature at Bombayand approved by the Reserve Bank of India, ICICI, ICICI Personal Financial Services and ICICI Capital Services weremerged with ICICI Bank in an all-stock merger. ICICI Bank is the surviving legal entity in the amalgamation.

Given below is a brief summary of ICICI Bank’s financials: (Rs. in crores)

Year ended Year ended Year endedMarch 31, 2005 March 31, 2006 March 31, 2007

Total Income 12,918.68 18,487.02 28,923.46Profit After Tax 2,005.20 2,540.07 3,110.22Free Reserves 11,813.20 21,316.16 23,413.92Net Worth (Equity capital plus Free reserves) 12,549.98 22,205.99 24,313.26Earnings per Share (Rs.) (diluted) 27.33 32.15 34.64Book Value per Share (Rs.) 170.33 249.55 269.81Dividend 85% 85% 100%Paid Up Capital (Equity) 736.78 889. 83 899.34(Preference) # 350 350 350


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# For these preference shares, the notification dated April 17, 2002 from Ministry of Finance, Government of India,issued on the recommendation of Reserve Bank of India (RBI), under Section 53 of the Banking Regulation Act,1949 had exempted the Bank from the restriction of section 12(1) of the Banking Regulation Act, 1949, whichprohibits the issue of preference shares by banks, for a period of five years. The Bank has applied to the RBI formaking a recommendation to Central Government for continuation of such exemption.

An Amendatory Agreement was entered into between Prudential Plc. And ICICI Bank Ltd on May 27, 2005 for transferof 6% of the Shareholding of Prudential Plc. in ICICI Prudential Asset Management Company Limited (erstwhilePrudential ICICI Asset Management Company Limited) (AMC) to ICICI Bank Ltd. Consequent to the said transfer, witheffect from August 26, 2005 ICICI Bank Limited holds shares aggregating to 51% of the share capital of AMC, whereasthe balance 49% is held by Prudential Plc. Of UK, through its wholly owned subsidiary, Prudential Corporation HoldingsLimited.

Prudential plc

Prudential plc is a leading international financial services group providing retail financial products and services andfund management to many millions of customers worldwide. As a group Prudential plc has, as of December 31, 2006,over GBP251 billion of funds under management, more than 20 million customers and over 23,000 employeesworldwide as of December 31, 2006.

Given below is a brief summary of Prudential’s financials

Year ended December 31 (Rs. Crores)

Description 2004 2005 2006Total Income 302,298.08 333,852.75 291,801.51Profit Before Tax 5,276.70 17,413.11 16,812.38Profit After Tax and minority interests 3,474.50 6,072.26 7,095.13Shareholders’ Funds 34,753.16 43,561.19 44,551.58Earnings per share (Rs.) 16.32 25.65 29.39Equity Capital (5 Pence per share) 966.04 966.04 990.40Free Reserves 33,787.12 42,595.15 43,561.19Net-worth 34,753.16 43,561.19 44,551.58Book Value per share (Rs.) 146.02 183.03 182.59Dividend per share (in Pence) 15.84 16.32 17.14Percentage of dividend per share 3.17 3.26 3.43

b) The Trustee Company (The Trustee) - ICICI Prudential Trust Limited

ICICI Prudential 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.

An Amendatory Agreement was entered into between Prudential plc and ICICI Bank Ltd on May 27, 2006 for transferof 6% of the Shareholding of Prudential plc in ICICI Prudential Trust Co. Ltd. (Trustee Company) to ICICI Bank Ltd.Consequent to the said transfer, with effect from August 26, 2006 ICICI Bank Limited holds shares aggregating to 51%of the share capital of the Trustee Company, whereas the balance 49% is held by Prudential plc of UK, through its whollyowned subsidiary, Prudential Corporation Holdings Limited.

The Board and the Shareholders of the Trustee Company accorded their approval for the change of name of thecompany to ICICI PRUDENTIAL TRUST LTD. Pursuant to applications made by the Trustee Company the Ministry ofCompany Affairs (MCA) vide its letter dated January 17, 2007 and the Securities & Exchange Board of India (SEBI) videits letter no. IMD/PM/84968/07 dated January 23, 2007 have accorded appoval for the change of name of the TrusteeCompany to ICICI PRUDENTIAL TRUST LTD.

i) The Directors of the Trustee Company are:

Mr. Eruch B. Desai Partner(S/o. Mr. Byramsha Desai) Mulla & Mulla & Craigie Blunt & Caroe81, Sonarica33-A, Pedder Road DirectorMumbai 400 026 Bekaert Industries Pvt.Ltd.Solicitor and Advocate The Century Textiles & Industries Ltd.

Dolphin Fisheries & Trading Pvt.Ltd.Hercules Hoists Ltd. (Alternate director)Hindalco Industries Ltd.Panasonic Battery India Ltd.Kennametal India Ltd.Supreme Industries Ltd.Uni abex Alloy Products Ltd

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Mr. Keki Bomi Dadiseth* Director(S/o. Bomi Kharshed Dadiseth) Prudential plc8-A, Manek, L.D. Ruparel Marg, ICICI Prudential Life Insurance Co. Ltd.Malabar Hill, Mumbai 400 006. Siemens Ltd.

Nicholas Pirmal India Ltd.Indian Hotels Company Ltd.Britannia Industries Ltd.Omnicom India Marketing Advisory Services Pvt. Ltd.Times Global Broadcasting Co. Ltd.TrusteeSir Ratan Tata Trust Bai Hirabai J.N. Tata Trust, Navsari CharitiableInstitutionMemberIndian School of Business - Member, Executive BoardMarsh & Mclennan Companies Inc. – Member International AdvisoryBoardBreach Candy Hospital Trust- Member, Managing Committee &Finance CommitteeAdvisorGoldman Sachs – International Advisor

Mr. D. J. Balaji Rao Director(S/o D. B. Jagannath Rao) Ashok Leyland Ltd. – ChennaiD-103, Adarsh Residency Bajaj Auto Ltd. – Pune47th Cross (2nd Main)Jayanagar, 3M INDIA Ltd. – Bangalore8th BlockBangalore – 560082 Graphite India Ltd. – Kolkata

Ennore Foundries Ltd. – ChennaiJSW Energy Limited (erstwhile Jindal Thermal Power Co. Ltd.) –Mumbai

Mr. M S Parthasarathy Managing Trustee(S/o Late M.S. Tiruvenkatachari) SFL Shares TrustB2 Ashok Svasti, 33 Balakrishna Road DirectorValmiki Ngr, Tiruvanmiyur Sundaram Home Finance Ltd., ChennaiChennai – 600041

*Mr. Keki Bomi Dadiseth is a Nominee of Prudential plc U.K.

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 Regulations therights 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(s) and submitted to the Trusteetheir bio-data which shall contain the educational qualifications, past experience in the securities marketwithin fifteen days of their appointment;

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

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 which is updated by including all the provisions of regulations andguidelines issued by SEBI from time to time and designed internal control mechanisms including internalaudit systems commensurate with the size of the mutual fund.

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

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 associate ordealt 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.


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6. The Trustee is required to ensure that the AMC has been managing the schemes independently of other activitiesand has taken adequate steps to ensure that the interest of investors of one Scheme are not compromised withthose 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 Scheme it is required to take such remedial steps as are necessary by itand 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 each securities transaction, which exceedthe value of Rs.1 lakh on a quarterly basis.

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

11. The Trustee is required to take steps to ensure that the transactions of the Fund are in accordance with theprovisions 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 scheme in accordance the Regulations andthe Trust Deed.

13. 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.

c) when the Trustee decides to wind up or prematurely redeem the units.

14. 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 holdersis carried 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 anewspaper published in the language 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.

Subject to the Regulations and the guidelines issued by SEBI, the consent of the Unitholders of the Scheme willbe obtained through voting, by mail. Detailed modalities of the same, including the principles for entitlement ofvotes for each Unitholder will be finalized in consultation with and after obtaining the approval of SEBI and theTrustee.

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

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

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

18. 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.

19. The Trustee is required to ensure that there is no conflict of interest between the manner of deployment of its networth by the AMC and the interest of the Unitholders.

20. The Trustee is required to periodically review the investor complaints received and the redressal of the same by theAMC.

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

22. 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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23. 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.

24. 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.

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

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

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

28. The independent directors of the Trustee shall pay specific attention to the following as may be applicable,namely:

a) The Investment Management Agreement and the compensation paid under the agreement.

b) Service contracts with affiliates – whether the asset management company has charged higher fees thanoutside contractors for the same services.

c) Selection of the asset management company’s independent directors

d) Securities transactions involving affiliates to the extent such transaction are permitted.

e) Selecting and nominating individuals to fill independent directors vacancies.

f) Code of ethics must be designed to prevent fraudulent, deceptive or manipulative practices by insidersin connection with personal securities transactions.

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

h) Principal underwriting contracts and renewals

i) Any service contracts with the associates of the asset management company.

29. 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 diligence honestly.

30. 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 every year.Further, as per the Regulations, for the purposes of constituting the quorum for the meetings of the Trustees, atleast one Independent Trustee or Director should be present during such meetings.

During the year 2006-2007, six meetings of the Directors of the Trustees were held. For the period from April 01, 2007till July 31, 2007 two meetings of the Directors of the Trustees were held. The Trustee’s supervisory role is discharged byreviewing the information and the operations of the Fund based on reports submitted at the Board Meetings of theTrustee, by reviewing the reports being submitted by the Internal Auditor and the bi-monthly, quarterly and half-yearlycompliance reports. The Trustee also conducts a detailed review of the half-yearly and annual accounts of the schemesof the Fund and discusses the matters arising there from with the Statutory Auditors of the Fund.

iii) Trusteeship Fees

Pursuant to the Deed of Trust constituting the Fund, the Fund is authorized to pay the Trustee a fee for its services in suchcapacity of a sum of Rs.5 million. The Trustee may charge further fees as permitted from time to time under the TrustDeed and the Regulations.

SEBI has, in terms of its letter No.MFD/LV/059/00 dated January 31, 2000 approved an amendment to Trust Deed. Theamendment authorizes the Trustee to decide upon the Trusteeship Fee to be charged from the Mutual Fund at thebeginning of each financial year (April 1 to March 31), subject to the maximum limit of Rs. 5 million. The amendmentdoes not in any way, adversely impact or alter the interests of Unitholders under the 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 as its wholly owned subsidiary, to act as the Investment Manager of the ICICI Mutual Fund vide theInvestment Management Agreement dated September 3, 1993. Consequent to a review of long-term business strategyof the AMC, it was decided to further strengthen commitment to the individual investor segment. As a part of thisScheme, Prudential plc. (formerly known as Prudential Corporation plc.) of the UK (Prudential) was inducted as the newjoint venture partner.

I-AMC was approved by SEBI to act as the Investment Manager of ICICI Mutual Fund vide its letter No.IIMARP/MF/22356dated October 12, 1993. Consequent to the restructuring of shareholding pattern as stated above, SEBI vide its letterNo.IIMARP\631\98 dated March 11, 1998 accorded its approval for the induction of Prudential plc (through its whollyown subsidiary, Prudential Corporation Holdings Limited) as a shareholder of the AMC. The AMC has applied and


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secured approval from the Registrar of Companies, Delhi and Haryana, for its change of name to ICICI Prudential AssetManagement Company Limited, vide letter No.21/55-54135/320 dated March 26, 1998.

An Amendatory Agreement was entered into between Prudential Plc. and ICICI Bank Ltd on May 27, 2006 for transferof 6% of the Shareholding of Prudential Plc. in I-AMC to ICICI Bank Ltd. Consequent to the said transfer, with effectfrom August 26, 2006 ICICI Bank Limited holds shares aggregating to 51% of the share capital of ICICI Prudential AssetManagement Company Limited (AMC), whereas the balance 49% is held by Prudential Plc. of UK, through its whollyowned subsidiary, Prudential Corporation Holdings Limited.

The AMC will manage the schemes of the Fund, including the Scheme mentioned in this Offer Document, in accordancewith the provisions of Investment Management Agreement, the Trust Deed, the Regulations and the objectives of eachof the schemes.

AMC has obtained registration from SEBI vide Registration No.INP000000373 dated February 29, 2000 read with arenewed certificate dated February 27, 2003, to act as a Portfolio 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 itsno objection for the AMC undertaking PMS activities subject to the AMC complying with the requirements as envisagedin Regulation 24(2) of SEBI (Mutual Funds) Regulations, 1996. The AMC has commenced the Portfolio Managementactivities, after complying with the regulatory requirements. The same are not in conflict with the mutual fund activities.Further, SEBI vide its letter dated May 31, 2006 having reference no. IMD/RK/41539/05 has conveyed its no objection forthe AMC to undertake Advisory Services to Offshore Funds.

Pursuant to the provisions of sections 77A, 77AA and 77B and other applicable provisions of the Companies Act, 1956(the “Act”) and The Private Limited Company And Unlisted Public Limited Company (Buy-back of Securities) Rules, 1999(the “Rules”), as amended from time to time and article 5(e) of the articles of association of the company, the Board ofdirectors approved the buy-back in their meeting held on February 28, 2006. The Company has bought back 502,559fully paid-up equity shares of Rs. 10/- each at a price of Rs. 482.53 per equity share. Consequent to the aforesaid buy-back the total paid up capital of the Company reduced to 18,018,552 fully paid up Equity shares of Rs 10 each.

The Board of Directors had at their meeting held on December 12, 2006, approved further buyback of shares andaccordingly, the Company has bought back 366,462 fully paid-up equity shares of Rs. 10/- each at a price of Rs. 525 perequity share. Consequent to the aforesaid buy-back the total paid up capital of the Company is reduced to 17,652,090fully paid up Equity shares of Rs. 10/- each.

The Board and the Shareholders of the AMC accorded their approval for the change of name of the company to ICICIPRUDENTIAL ASSET MANAGEMENT COMPANY LTD (AMC). Pursuant to applications made by the AMC the Ministry ofCompany Affairs (MCA) vide its letter dated January 17, 2007 and the Securities & Exchange Board of India (SEBI) videits letter no. IMD/PM/84968/07 dated January 23, 2007 have accorded approval for the change of name of the AMC toICICI PRUDENTIAL ASSET MANAGEMENT COMPANY LTD.

i) Board of Directors of the AMC

Mr. K. V. KamathRadhika’, 930 TPS IV, Off Sayani Road, Opp. Ravindra Natya Mandir, Prabhadevi, Mumbai – 400 025

Mr. K. Vaman Kamath is the Managing Director and Chief Executive Officer of ICICI Bank Limited, India’s largest bank bymarket capitalisation and the second largest bank by assets. Mr. Kamath has a degree in mechanical engineering and amaster’s degree in business administration from the Indian Institute of Management, Ahmedabad. He started his careerin 1971 at ICICI, an Indian financial institution that founded ICICI Bank and merged with it in 2002. In 1988, he movedto the Asian Development Bank and spent several years in South-East Asia before returning to ICICI as its CEO in 1996.Over the next few years, the ICICI Group transformed itself into a diversified, technology-driven financial services group,that includes India’s leading retail credit provider as well the leading private sector insurance and asset managementcompanies. Mr. Kamath was named Business Standard’s “Banker of the Year” for 2006, CNBC-TV18’s “OutstandingBusiness Leader of the Year” in 2006, Business India’s “Businessman of the Year” in 2005 and CNBC’s “Asian BusinessLeader of the Year” in 2001. He has been conferred with an honorary PhD by the Banaras Hindu University. Mr. Kamathis a member of the National Council of the Confederation of Indian Industry, the Board of Directors of Visa International(Asia-Pacific) and of the governing boards of several leading educational institutions.

Mr. Barry StowePrudential Corporation Asia, One International Finance Centre 13 Floor, 1 Harbour View Street, Central,HongKong

Mr. Barry Stowe is the Chief Executive of Prudential Corporation Asia. He is responsible for an extensive network of over30 life insurance and fund management operations spanning 13 diverse markets.

Prior to joining Prudential, Mr. Barry was President of Accident & Health Worldwide for AIG Life Companies, overseeingmore than 100 operations across six continents. Mr. Barry was also pivotal in building the Accident & Health unit intoone of AIG’s most profitable businesses, accounting for over 30% of AIG Life Companies’ total earnings by 2005. Mr.Barry has considerable experience in the Asian market, having spent three years as the Regional Head for AIG Accident& Health in Southeast Asia before his appointment to the Hong Kong-based role of President, Accident & Health

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Worldwide. In addition to his eleven years with AIG, Mr. Barry’s extensive career in the insurance industry includes histenure as President & CEO of Nisus, a subsidiary of the Pan American Life Insurance Company, and several leadershippositions at Willis Corroon, a global risk management and insurance brokerage based in the U.S.

Mr. Barry is actively involved with a number of charities and community organisations, with a focus on the needs ofchildren.

Ms. Kalpana MorpariaB92, Ocean Gold CHS, Twin Tower Lane, Prabhadevi, Mumbai – 400 025.

Ms. Kalpana Morparia is the Chief Strategy & Communications Officer – ICICI Group of ICICI Bank Limited. A graduatein law from Bombay University, Ms. Morparia joined ICICI Limited in 1975. She worked in the areas of planning, treasury,resources and corporate legal services. In 2001, she led the ICICI group’s major corporate structuring initiative, themerger of ICICI Limited with ICICI Bank to create India’s second largest bank. Ms. Morparia has served on severalcommittees constituted by the Government of India. In November 2005, she was honoured with the Economic Times‘Business Women of the Year’ award along with colleagues. In September 2006, she was named one of ‘The 100 MostPowerful Women’ along with a colleague by Forbes magazine.

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

Mr. Mehta is a Managing 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, BusinessValuation, Joint Venture Collaborations etc. He has an in-depth knowledge of industry in his capacity as Director ofsome of the leading companies and as a management consultant.

Mr. Mehta is a Member of the Executive 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 on theBoard of the National Stock Exchange of India Limited and is the past President of PHD Chamber of Commerce &Industry.

Mr. Mehta is a Fellow Member of the Institute of Chartered Accountants of India and has won A.F. Ferguson Prize in C.A.Final from the Institute of Chartered Accountants of India.

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 years experiencein the legal profession and has expertise in various aspects of Corporate Law, Indirect Taxation, Foreign Exchange,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 with thevarious committees set up by Bombay Chamber of Commerce and Industry and Associated Chambers of Commerce andIndustry.

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

Mr. B. R. Gupta6B, Sheetal Apartments, Lokhandwala Complex, Andheri (W), Mumbai – 400 053.

Mr. Gupta is the former Executive Director of the Life Insurance Corporation of India (LIC). He was working as Consultant(Investment) to GIC of India till December 2000. Mr. Gupta has worked with LIC for over 35 years in various capacitiesand has had extensive experience in the operations of the life insurance industry, specifically in the areas of investment,marketing, underwriting and administration. Mr. Gupta also worked in the investment department of the LIC for 10years and headed the department as Executive Director. He was responsible for managing LIC’s portfolio comprising avariety 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 of InsuranceInstitute of India”, “The Committee of NSE on Development of the Debt Market in India”, “The Executive Committeeof the NSE” and “The Advisory Committee on Secondary Market Operations of SEBI”. At present Mr. Gupta is anAdvisor to IL&FS Academy for Insurance & Finance Ltd., an initiative of IL&FS Group. Mr. Gupta is a M.A in English andhas a LL.B. degree besides being a Fellow of Insurance Institute of India.

Dr. (Mrs.) Swati A Piramal95A, Benzer Terrace, Abdul Gaffar Khan Road, Worli Sea Face, Mumbai – 400 018.

Dr. Swati A. Piramal, is a Medical Doctor (M.B.B.S.) from the University of Bombay. Dr. Piramal graduated with a MastersDegree from Harvard School of Public Health, Boston USA, where she had the unique honour of being selectedCommencement Speaker at the 1992 Graduation Ceremony. Dr. Swati A. Piramal is the Director-Strategic Alliances &Communications of Nicholas Piramal India Limited.Under her leadership, Piramal Enterprises has made significant progressin Discovery Research for discovering and patenting new NCEs, new Drug Delivery Systems, Clinical Research for planningclinical trials, new drug protocols and pharmacokinetics labs, herbal Research for DNA fingerprinting and standardization


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of Ayurveda, the setting up of a Business R & D programme in the Company (BDRD). Dr. Piramal was selected by the USMission to meet with United States President Bill Clinton, to talk about transforming India into a Knowledge Power.Dr.Piramal is a Member of the Confederation of Indian Industries (CII), Knowledge Industries Council, Chair of the Life Science& Biotech Committee and Economic Growth Committee, and President of CII 2006 of the State of Maharashtra. In July2006 The President of the French Republic, Mr. Jacques Chirac has conferred on Dr. Swati Piramal the award of “Chevalierde l’Ordre National du Merite (Knight of the Order of Merit).Dr. Piramal has been awarded the BMA Management WomanAchiever of the Year Award (2004-05). She has been nominated one of the 25 most powerful women in India thrice insuccession from 2002-2005. Dr. Piramal has received the Chemtech Pharma Award for “Outstanding Contributions” inPHARMA + biotech Industries.Dr. Piramal is a Member of the Core Group on Biotechnology of Federation of the IndianChamber of Commerce & Industry (FICCI). She is the recipient of the “Lakshmipat Singhania – IIM, Lucknow NationalLeadership Award” in the category of Young Leader in the field of Science & Technology for the year 2006, from the PrimeMinister of India.She has co-authored books on Health and Nutrition. One with Mrs. Tarla Dalal titled “Eat Your Way toGood Health.” She has published articles in many leading publications. She is the only woman on the Prime Minister’sScience Advisory Committee.Dr. Piramal has written the “Dance of Life”, a dance ballet, about ancient science in India, ason-et-lumiere show, called “The Light has Come to Me.”

Ms. Renuka Ramnath701, Radhika Apartments, Off Sayani Road, Prabhadevi, Mumbai – 400 025

Ms. Renuka Ramnath is the Managing Director & CEO of ICICI Venture Funds Management Company Limited, awholly owned subsidiary of ICICI Bank Ltd, India’s largest private sector bank with total assets over USD56 billion.

ICICI Venture is India’s largest and most successful private equity funds management company, managing an aggregatecorpus of over USD2 billion. ICICI Venture invests in a wide spectrum of products, including growth capital, buyouts,real estate and mezzanine transactions through its various funds.

In 2003, under the leadership of Ms. Ramnath, ICICI Venture raised the USD245 million India Advantage Fund Series I,the then largest private equity Fund in India. The fund is now fully invested and has several marquee transactions toits credit including 4 buyouts, the largest by any player in the Indian Market.

In 2005, ICICI Venture raised a USD550 million Real Estate Fund, which is currently India’s largest fund for investmentin real estate.

ICICI Venture has now raised India Advantage Fund Series II, a growth capital and buyout fund with a corpus ofUSD810 million, which is currently India’s largest private equity fund.

During her career spanning over 21 years with the ICICI Bank Group, Ms. Ramnath has spearheaded various businessinitiatives. She began her career at the Merchant Banking division of ICICI and then headed the Corporate Financeand Equities businesses at ICICI Securities, an investment banking JV between ICICI and JP Morgan. She moved backto ICICI in 1997 to set up the Structured Finance business. Ms. Ramnath bears the distinction of creating a highlysuccessful structured finance portfolio, which within two years of its existence contributed more than 40% of ICICI’sincremental assets. In 2000, she spearheaded the e-Commerce initiatives for the ICICI Bank group and built a solidfoundation spanning the entire B2B, B2C and technology opportunities.

Mr. Vikram B. TrivediMKA Chambers, (Crossely House), British Hotel Lane, Off. Bobmbay Samachar Marg, Fort, Mumbai – 400 001

Mr. Vikram B. Trivedi is the Managing Partner of M/s. Manilal Kher Ambalal & Co., Advocates, Solicitors & Notary.

Mr. Trivedi enjoys the confidence and patronage of leading corporate houses, financial public and private sectorinstitutions, banks, finance company, property developers, trust and private individuals. He is also associated withvarious social and charitable activities and has travelled around the World extensively. He also a Committee Member inseveral Associations including “The Law, Review, Reforms & Rationalisation Committee” of Indian Merchant Chambersand Bombay Chamber of Commerce & Industry and is also a Member of Editorial Board of M & A Critique (The Mergers& Acquisitions update).

Mr. Vijay Thacker1105, Embassy Centre, 207, Nariman Point, Mumbai – 400 021

Mr. Vijay Thacker is a Chartered Accountant and Cost Accountant and has been in professional practice for over 22years. He is a Fellow of the Institute of Chartered Accountants of India. Mr. Thacker is the Managing Partner of V. P.Thacker & Co. Mr. Thacker’s professional skills and experience cover diverse facets including Audit and assurance,Business consulting, Corporate Law and taxation, Hotel and tourism consulting, Franchise consulting and Consultingfor Family and Owner managed businesses.

He is also a speaker and paper writer at international and domestic conferences.

Mr. Nimesh Shah13/6, Shri Hind Society, N.S. Mankikar Marg, Sion, Mumbai – 400022

Mr. Nimesh Shah is the Managing Director and Chief Executive Officer of the ICICI Prudential Asset ManagementCompany Limited and and is responsible for development of the business of the Company and its day-to-day management.

28


Mr. Nimesh Shah, formerly Senior General Manager, ICICI Bank has over 14 years of experience compassing entiresphere of banking activities. After completing his Chartered Accountancy in Nov 1992, he joined the erstwhile ICICILtd. in 1993 and was associated with its project finance division. The nature of responsibilities included assessment oftechnical feasibility and financial viability of large projects across various industry groups.

Mr. Nimesh Shah was one of the youngest managers to be appointed as a relationship manager with a view to drivecredit growth through relationship banking. He was also instrumental in formulating an entry strategy for gaining afoothold in the existing consortium of bankers for the working capital finance foray of ICICI Bank Ltd. Subsequently,Mr. Shah was made in charge of the Western Zone, wherein, he was responsible for managing about 150 key corporateaccounts with an asset portfolio of about USD 500 million.

In 2002, Mr. Shah was made responsible for setting up ICICI Bank infrastructure across GCC. In a span of five years hehas built the brand presence from one tie-up to two representative offices, three branches (DIFC-Dubai, QFC-Qatar &Bahrain- FCB) and three new tie-ups. During his current tenure, Private banking business in GCC has grown to a booksize of two billion USD and Bahrain branch has grown to a book size of 5.5 billion USD.

Mr. Shah is the Chief Representative Officer of the ICICI Bank Representative Office, Dubai. He is also the Chief Executiveof ICICI Bank for its Bahrain Branch and Senior Manager of the DIFC, Dubai & QFC, Qatar Branch. His currentresponsibilities include overseeing Wholesale banking, Private Banking, NRI services, Retail & Remittance businesses inGCC & Africa regions.

Mr. Nilesh Shah301, Kripa Nidhi, Gulmohor Cross Road No. 4, J. V. P. D. Scheme, Mumbai – 400 049

Mr. Nilesh Shah is the Deputy Managing Director and Chief Investment Officer (CIO) of ICICI Prudential Asset ManagementCompany Ltd. Mr. Shah has joined ICICI Prudential Mutual Fund as Chief Investment Officer (CIO) in June 2004.

As CIO, Nilesh manages an experienced team of portfolio managers and analysts to deliver consistent performance. Hisresponsibilities include defining risk return parameters for various schemes of the fund, development of investmentstrategy to outperform benchmark indices and creation of portfolios to optimize risk adjusted return.

Mr. Shah is a gold medallist Chartered Accountant of November 1991 Batch. He is also a merit ranked cost accountantand Bachelor of Commerce from University of Mumbai. He participated in GFM-25 at J.P. Morgan, NewYork.

Prior to ICICI Prudential AMC, Mr. Shah has worked with Franklin Templeton Mutual Fund, ICICI Securities & FinanceCompany Limited and ICICI Ltd. Having started his career in 1992, Mr. Shah has worked in various capacities acrosssegments covering Fixed Income, Equity, Foreign Exchange and Structured Product Markets.

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 out allother 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 management andmaintenance of the Trust property, Custodian and/or any other entities entitled for the benefit of the Fund, auditfee, 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 to the

ICICI Prudential Mutual Fund in any manner or in relation to any scheme of the ICICI Prudential Mutual Fund.

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


29

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

The independent directors of the Asset Management Company shall pay specific attention to the following as may beapplicable, 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 connectionwith 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% perannum for the corpus amount in excess of Rs.100 crores. Further, as per the Regulations, for the schemes launched onno load basis, the Asset Management Company is entitled to collect an additional management fees not exceeding0.50% of the average net assets outstanding in each financial year. The Management Fee across all options/ sub optionsunder the scheme will be same.

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 During the Last 10 Yrs

Experience /Type & Natureof Experience

Mr. Nimesh Shah 36 Managing Chartered Over 14 years of Managing Director - ICICIDirector Accountant experience in Prudential AMC Ltd., July

banking activities 2007 till date.Various assignments inICICI Bank Ltd.- 1993-2007

Mr. Nilesh Shah 39 Deputy B.Com, A.C.A, 15 – Fund Chief Investment OfficerManaging Grad C.W.A, Management ICICI Prudential AMCDirector and Portfolio Limited - June 2004 till date.and Chief Management Director and ChiefInvestment Investment Officer –Officer Franklin Templeton AMC

India Pvt. Limited 1997-2004Head – Structured ProductsICICI Securities and FinanceCompany Limited 1993-1997

Mr. Manoj Kumar Agarwal 43 Chief BSC, 19 - Banking Chief Operating Officer-Operating Management Operations, ICICI Prudential AMCLtd.Officer Post Graduate Human February, 2007 onwards

Master’s degree Resource Head of Operations &in Financial Management, Technology HDFC ChubbManagement and as a Financial General Insurance Co.with a First Class Analyst Ltd. 2002-2007from JamnalalBajaj Institute of Director & Head BankingManagement Operation, AmericanStudies. Express Bank 1998-2007

Manager-Human ResourceJardine Fleming 1996-1998

30


Mr. Vasant Sanzgiri 47 Executive Vice BSc 21 – Human Vice President / SeniorPresident & (Life Sciences), Resource Vice President & HeadHead Human MMS (Personnel Management Human Resources ICICIResources Management) Prudential AMC, March

2000 to date.

General Manager - HumanResources - OwensCornning India Limited1998 – 2000.

General Manager HumanResources – DCW HomeProducts -1996 – 1998.

Mr. Kalyan Prasath 41 Vice President PGDSM (NIIT), 19 – Information Vice President –– Information B.Sc Technology Information TechnologyTechnology ICICI Prudential AMC June

2001 onwards.

Assistant Vice President BirlaGlobal Fin1997-2001

ManagerDGP Windsor IndiaLtd. 1994-1997

Mr. Ranganath Athreya 42 Executive Vice Associate - 19 – Compliance, Sr. Vice President –Legal,President – Institute of Legal and Compliance andLegal, Company Company Company Secretary, ICICICompliance Secretaries of Secretarial Prudential AMC Januaryand Company India. Bachelors functions 2002 to Mar 2007.Secretary Degree (General

Laws), PGDCP Head – CorporateCommunication andCompany Secretary - IDBIBank 1997-2002ChiefManager MerchantBanking, Karnataka BankLtd. 1992-1997CompanySecretary – Lakshmi MotorCredit (now TVS Group)1988-1992

Mr. Ashok Suvarna 36 Sr. Vice MBA (Finance) 15 - Operations Vice President – OperationsPresident B. Com ICICI Prudential AMCOperations Limited Jan 05 to Mar 07.

AV P - O p e r a t i o n s I C I C IPrudential AMC Ltd. 2002-2004

M a n a g e r / A s s i s t a n tM a n a g e r / E x e c u t i v eOperations ICICI PrudentialAMC Ltd. 1998-2002Accounts ExecutiveOperations SBI FundsManagement Limited 1994-1998

Mr. Pankaj Kaji 54 Sr. Fund B.Com 35 yrs Sr. Fund Manager- ICICIManager Prudential AMC- 2002 till

date.




31

Deutsche Bank, Mumbai(V i ce -P res ident -MoneyMarket) 1994-2002.

ANZ Grindlays Bank (FundsManager)-1986-1994

Mr. Chaitanya Pande 35 Co-Head PGDM from IMI, 12 yrs 16th September 2002 tillFixed Income New Delhi, BSc Manager – Fund date – Sr. Fund Manager –

from St. Stephens Management ICICI Prudential AMCCollege, New Delhi Limited

January 2000 to September2002 Manager –As FundManagement – JF AssetManagement (India) Pvt.Limited

May 1995 to January 2000Investment Analyst – JFAsset Management (India)Pvt. Ltd.

Mr. Yogesh Bhatt 38 Vice President A.C.A. Grad 15 years as ICICI Prudential Asset– Investments C.W.A. Equity Dealer Management Co. Ltd. From

June 2004 to Mar 07 asAssociate Vice President –Investments

Sushil Finance ConsultantsLtd. From 1999 to June2004 as Equity Dealer/Strategist

Falcon Brokerage PrivateLimited. – From 1996 to1999 as Equity Dealer

Sushil Finance ConsultantsLtd. From 1991 to 1996 asEquity Dealer/ Strategist

Mr. B. Ramakrishna 41 Sr. Vice B.Com., A.C.A. Over 13 Years ICICI Prudential AMC Ltd. –President – Grad. CWA of experience in CFO from September 23,Finance & Risk Corporate 2004 till Mar 07.Management Planning,

Investor Marico Industries Ltd. AsRelations, General Manager –Financial Corporate Finance fromPlanning September 1998 to

September, 2004.ITC Agrotech Ltd. AsCommercial Manager fromFebruary 1993 to August1998.

Mr. Rahul Goswami 34 Senior V.P. – B. Sc., M. B. A. 10 Years – Fund ICICI Prudential AssetHead of Fixed Management Management Co. Ltd. FromIncome Debt. July 6, 2004 till Mar 07 as

Senior Fund Manager

Franklin Templeton AssetManagement (I) Pvt. Ltd.



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From October 2002 to July2004 as Fund Manager.

UTI Bank Ltd. From January2000 to October 2002 toJuly 2004 as Fund Manager.

UTI Bank Ltd. From January2000 to October 2002 asManager – Investments andMerchant Banking.

SMIFS Securities Ltd. FromJune 1998 to January 2000as Senior Dealer – DebtSales.Khandwala FinancesLtd. From October 1997 toJune 1998 as Senior Dealer– Debt Sales.

RR Financial ConsultantsLimited from December1995 to October 1997 asManager – Debt Sales.

Mr. S. Naren 40 Sr. V.P. and B.Tech – IIT Over 17 years ICICI Prudential AMC Ltd. –Head Equities Madras, PGDM – of experience in Co-Head – Equities from

IIM Calcutta Fund October, 2004 till Mar 07.Management,Equity Research, Refco Sify Securities IndiaOperations etc. Pvt. Ltd. as Head of Research

from November, 2003 toOctober, 2004

HDFC Securities Ltd. as VicePresident from September,2000 to March, 2002 andas Director & COO fromMarch, 2002 to November,2003

Yoha Securities as CEO fromDecember, 1995 toSeptember, 2000

Mr. Anand Gupta 31 Vice President B.COM, PGDBA 11 years in June 2003 to May 2005 as- Investments from Institute Of execution, sales AVP-Institutional sales with

Technology & trading and Refco-Sify Securities Ltd.Management sales.(ITM) June 1998 to May 2003

with Birla Sunlife SecuritiesLtd in Sales Trading AndSales.Nov. 1993 to May 1998with Anagram Securities ltdin execution and salestrading.

Mr. Prashant Kothari 26 Associate Vice PGDM, IIMA 3 Years as Equity ICICI Prudential AMCPresident - Analyst and Limited – Fund ManagerInvestments Fund Manager from September 2004 to

Mar 07




33

ICICI Prudential AMCLimited – Equity Analystfrom May 2003

Mr. Deven Sangoi 36 Senior Fund B.E. (Electronics) Over all 11 ICICI Prudential AMCManager M.B.A. (Finance) years of equity Limited – September 2005

market as Senior Fund Manager.experience.(5 years of Fund Birla Sun Life AMC Ltd. –management From February 2000 toexperience.) September 2005 as

Manager, Assistant VicePresident, Fund Manager

Alchemy Share and stockBrokers Pvt. Ltd. From June1994 to February 2000 – asSenior Analyst

Mr. Chintan A. Haria 24 Assistant M.Com, ACA, Holding ICICI Prudential AMCManager – ICWA position as an October 2005 till date.Investments Asst. to the

Dealer in ICICIPrudential AssetManagementCompany Ltd.

Mr Pranay Sinha 26 Credit PGDM, Institute Over 1 year ICICI Prudential AMCResearch of Management experience in Limited – Nov 2005 till dateAnalyst Calcutta (IIMC) Credit research as Credit Research analyst

and credit riskanalysis UTI Bank- June 2005 till Oct

2005 in credit risk side.

Mr. Prashant Poddar 26 Research PGDBM, Indian More than 1 ICICI Prudential AMCAnalyst Institute of years in ICICI Pru Limited – Nov 2005 till date

Management as Research analyst(Lucknow) 5 months in AIG AIG – 5 months as

(Insurance) Management Trainee(General Management role)in Insurance

Mr. Munzal Shah 34 Associate Chartered 6 years in Equity DSP Merrill Lynch Ltd - FromVice President Accountant Research Analyst December 2005 till

in the mid-cap September 2006space Emkay Shares and Stock

Brokers LtdFrom October2004 till November 2005

IDBI Capital MarketsLtdFrom November 2003 tillSeptember 2004Sushil Finance ConsultantsLtdFrom April 2003 tillOctober 2003Advani Share Brokers Pvt LtdFrom July 2002 till March2003

Quest Securities Co Pvt LtdFrom October 2000 till June2002



34


Mr. Pushpinder Singh 33 Associate MBA, B.Tech 6 years in ICICI Prudential AMCVice President equity research Limited – Oct 2006 till date

and fund as Associate vice president-management Investments.

Kotak Mahindra AMC Ltd -Oct 2004 to Sept 2006 asAssociate vice president -funds management.

Refco-sify Securities India (P)Ltd - From September 2001to October 2004 as equityresearch analyst.

Asit C. Mehta InvestmentIntermediates ltd - from June2000 to September 2001 asequity research analyst

Mr. Nimesh K. Chandan 29 Fund Manager MMS (Finance) 6 years 5 months Fund Manager with ICICIfrom Somaiya in the Indian Prudential Mutual Fund -Institute of Mgmt Capital Markets October 2006 till dateand Research(University of Jr. Fund Manager with SBIMumbai) Mutual Fund - from

February 2006 toSeptember 2006

Asst. Manager Investmentswith Birla Sunlife MutualFund - from September2005 to January 2006

AVP Equity with StratcapSecurities - from January2001 to September 2005

Executive - EquityInstitutional Desk withDarashaw and Co. - fromJune 2000 to December2000

Mr. Amit Mehta 25 Assistant B. Tech, PGDM 2.5 years in 1 year with ThermaxManager (IIM Ahmedabad) Engineering and 1.5 years with Citibank

Banking

Mr. Anand Shah 32 Senior Fund PGDBM, Indian 6.5 years in Fund Manager with ICICIManager Institute of equity research Prudential Mutual Fund -

Management and funds January 2007 till date(Lucknow) management.

Kotak Mahindra AMCLimited – May 2000 to Dec2006 as Vice President(funds management,Equity).

Kirloskar Oil Engines Ltd -Aug 1996 to July 1998 as(Sr. Engg, Maint).




35

As indicated above, at present a team comprising of Twelve Fund Managers are involved in fund management/ researchactivities. The past experience of these employees is indicated above.

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

iv) Fund Manager

The investments under the Scheme will be managed by the Fund Manager, Mr. S. Naren and Mr Amit Mehta, theirqualifications and experience are as under:

Scheme Name Fund Manager Qualification Experience

ICICI Prudential Indo Mr. S. Naren for Indian Securities B.Tech – IIT Madras Over 17 years of experience inAsia Equity Fund PGDM – IIM Calcutta Fund Management, Equity

Research, Operations etc.

Mr. Amit Mehta for investments B. Tech, PGDM (IIM 2.5 years in Engineering andin ADRs/GDRs/ Foreign Securities Ahmedabad) Bankingand overseas ETFs*

* Mr. Amit Mehta has been appointed as dedicated Fund Manager in compliance with SEBI Regulations and will not beengaged in the management of any domestic fund.

v) Compliance Officer

The Compliance Officer for the Fund is:

Mr. Ranganath AthreyaExecutive Vice President- Compliance, Legal and Company SecretaryICICI Prudential 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 Ms. Molly Kapoor and she may be contacted at the corporate office of the AMCat Mumbai.

d) Auditors

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

e) Registrar

Computer Age Management Services Private Limited, Floor IV, Tower 1, Rayala Towers, 158, Anna Salai, Chennai - 600002 (CAMS) have been appointed as Registrar for the Scheme. The Registrar is registered with SEBI under registrationNo: 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

The Hongkong and Shanghai Banking Corporation Limited/ Its counterpart in other countries has been appointed asCustodian / global custodian for the Scheme mentioned in the Offer Document. The Custodian has been registeredwith SEBI and has been awarded registration No.IN/CUS/009. The Trustee propose to enter into a Custodian Agreementwith the Custodian and the salient features of the said Agreement are proposed to 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 or onthe 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 assets orproperty, 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 Fund withoutmaking 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 Custodian Agreement.

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SECTION II

INVESTMENT OBJECTIVES & POLICIES

FUNDAMENTAL ATTRIBUTES OF THE SCHEME

a) Type of the Scheme


b) Investment Objectives

ICICI Prudential Indo Asia Equity Fund is an Open-ended equity scheme that seeks to generate long term capitalappreciation by investing in equity, equity related securities and or share classes/units of equity funds of companies,which are incorporated or have their area of primary activity, in the Asia Pacific region. Initially the Scheme will beinvesting in share classes of International Opportunities Fund (I.O.F) Asian Equity Fund and thereafter the Fund Managerof ICICI Prudential Indo Asia Equity Fund may choose to make investment in listed equity shares, securities in the AsiaPacific Region.

However, there can be no assurance that the investment objective of the Scheme will be realized

c) Investment Pattern and investment policies

The Fund aims to maximize long-term total return by investing in equity and equity-related securities and / or Shareclasses /Units of equity funds of companies, which are incorporated, or have their area of primary activity, in Asia Pacificincluding but not limited to the following countries: Korea, Taiwan, Hong Kong, Philippines, Thailand, Malaysia,Singapore, Indonesia, People’s Republic of China, India, Pakistan, Australia and New Zealand.

The Fund may also invest in depository receipts including American Depository Receipts (ADRs) and Global DepositoryReceipts (GDRs), debt securities convertible into common shares, preference shares and warrants.

The fund manager shall broadly analyze the global and domestic economy, industry trends and business cycles. He willinvest in companies that benefit from larger industry and sectoral trends, after doing bottom-up analysis and duediligence, Quality of management in terms of corporate governance, transparency in reporting, commitment to minorityshareholders and a certain minimum size of the company before considering any company as a prospective investment.

Investment Strategy for investments in Indian Companies

The Scheme seeks to add the best opportunities that the market presents, without any sector / cap bias. The fund shalladopt a disciplined yet flexible long-term approach to investing with a focus of generating long-term capital appreciation.The key to successful long-term out performance comprises constructing portfolio composition that is well diversifiedacross industries, and building industry weightages using stocks, which are priced best on risk-reward basis. Theinvestment philosophy, with its focus on risk-adjusted returns, shall place equal importance on diversification as well asstock picking. The fund will follow the bottom-up approach to identify bargain stocks. This will involve intensivecompany visits and research to arrive at an intrinsic value of the company and identifying and investing in stocks withpromising potential for long-term growth. The fund shall look at such opportunities across the market capitalization.

Investment Strategy for the other Asian Securities / Equity Funds

a. Investment Strategy for IOF – Asian Equity Fund

1. Details of investment objective of IOF- Asian Equity Fund:

This Sub-Fund aims to maximize long-term total return by investing in equity and equity-related securitiesof companies, which are incorporated, or have their area of primary activity, in Asia Pacific ex-Japan. ForSub-Fund purposes, the Asia Pacific ex-Japan region includes but is not limited to the following countries:Korea, Taiwan, Hong Kong, Philippines, Thailand, Malaysia, Singapore, Indonesia, People’s Republic ofChina, India, Pakistan, Australia and New Zealand. The Sub-Fund may also invest in depository receipts[including American Depository Receipts (ADRs) and Global Depository Receipts (GDRs)], debt securitiesconvertible into common shares, preference shares and warrants.

2. Additional Fund Particulars of the IOF-Asian Equity Fund:

(a) Launch Date (Institutional Class): 24th Feb 03 – (Retail Class): 26th Aug 05.

(b) Investment Manager: Prudential Asset Management (Singapore) Ltd.

(c) Min Initial Investment: USD1000 (Retail Class A), USD250000 (Institutional Class D)

(d) Min Subsequent Investment: USD100 (Retail Class A) USD500 (Institutional Class D)

(e) Benchmark: MSCI AC Far East Ex Japan Free Index

(f) Fund Currency: USD

3. The Scheme (ICICI Prudential Indo Asia Equity Fund) will be investing in Share Class D of InternationalOpportunities Fund (IOF.)-Asian Equity Fund, where the ICICI Prudential Indo Asian Equity Fund subscribes


37

to the above IOF –Asian Equity Fund, the following will be the charges applicable to the specified shareclass for this purpose viz. share class D:

(a) Current Initial Sales Charge (Entry Load): 0%

(b) Indicative Fund Running Expenses Per Annum (will be on the basis of actual expenses) andmanagement fees: Upto 1.00% per annum.

It may be noted that for the underlying funds, there are no regulatory caps on expenses on an annualbasis applicable. Hence the above rates are subject to change. However as mandated in the circular (SEBI/IMD/CIR No.7/73202/06 dated August 2, 2006, section 5 (h)) pertaining to the regulations governingoverseas investments, “… the management fees and other expenses charged by the mutual fund(s) inforeign countries along with the management fee and recurring expenses charged to the domestic mutualfund scheme shall not exceed the total limits on expenses as prescribed under Regulation 52(6)…”

For a more complete disclosure and understanding wrt IOF-Asian Equity Fund, the investors may readthe prospectus of IOF- Asian Equity Fund available at the corporate office of ICICI Prudential AssetManagement Company Limited during all business day.

4. Performance Data of the Fund all the returns exceeding 1 year are in CAGR terms:

Details of performance of IOF-Asian Equity Fund International Opportunities Funds -Asian Equity (Sub-Fund)

As at 30April 2007 Last 6Months Last 1Year Last 3Years Since inception(Absolute) (Absolute) (CAGR) (CAGR)

IOF Asian Equity Fund Class A 15.4% 18.9% 25.0% 30.1%

The Sub-Fund was launched on 24 Feb 2003 at which time only the institutional class was issued. Theretail share class A of the Sub-Fund has been launched on 26 Aug 2005. The above chart extrapolatesthe performance of the retail class for the period starting on the launch of the Sub-Fund up to thelaunch of the retail class, based on the performance of the institutional class in relation to the identicalportfolio, corrected by the theoretical expenses the retail class would incur. Investors should be awarethat past performance of the institutional class is not necessarily a guide to the future or likely performanceof the retail class or institutional share class.

Disclaimer:

INTERNATIONAL OPPORTUNITIES FUNDS (the “SICAV”) is an open-ended investment company with variablecapital (société d’investissement à capital variable) registered in the Grand Duchy of Luxembourg on theofficial list of collective investment undertakings pursuant to part I of the Luxembourg law of 20thDecember 2002 relating to undertakings for collective investment, as amended from time to time (the“law”) and the Council Directive EEC/85/611(the “UCITS Directive”) as amended. The registration howeverdoes not imply approval by any Luxembourg authority of the contents of the Prospectus or the portfoliosof securities held by the SICAV.

Prudential Asset Management (Singapore) Limited (“PAMS”) is the Investment Manager of the Sub-Fund.An investment in shares of the Sub-Fund is subject to investment risks, including the possible loss of theprincipal amount invested. Past performance is not necessarily a guide to the future or likely performanceof the Sub-Fund. The value of the shares in the Sub-Fund and any income accruing to the shares, if any,may fall or rise.

PAMS is an indirect subsidiary of Prudential plc of the United Kingdom. PAMS and Prudential plc are notaffiliated in any manner with Prudential Financial, Inc., a company whose principal place of business is inthe United States of America.

5. Details of any country specific exposure limits if any prescribed in the IOF- Asian Equity Fund:

There are no country specific exposure limits in the IOF- Asian Equity Fund.

The fund may invest in the Asian Markets through International Opportunities Funds - Asian Equity orany other overseas funds or overseas equity and equity related securities share classes /Units of equityFund as permitted by SEBI.

b. The Fund Manager will select any company whose equity shares are listed and which fulfill one or more of thefollowing criteria:

(i) Quoted on any recognized Stock Exchange in the Asia Pacific region or

(ii) Ownership is predominantly held by persons/entities domiciled/incorporated in any Asia Pacific countryor

(iii) Whose business performance is predominately related to the Asia Pacific region. The Fund Manager indetermining this parameter would consider inter-alia objective data such as Manufacturing base,Geographic spread of divisions and branches, Turnover, Revenue Streams, Contribution to Profits in arrivingat an inference.

38


To illustrate:Samsung Electronics- Incorporated in South Korea and listed on the Seoul, London and Luxemburg Exchanges.The company also has a predominant business presence in the Asia Pacific Region. As can be seen, this companyfulfils majority of parameters listed above.

Astro All Asia Networks Plc. - Though the company is incorporated in UK, it fulfills the third criteria as it carries outthe majority of its business in Asia Pacific Region (Malaysia and Brunei). It is a cross-media operator with Direct-To-Home satellite television services in Malaysia and Brunei. As this company has its revenues flowing out of theAsian region, the Fund Manager may consider investment in this company.

The above examples are only for illustration purpose and they may or may not form part of the portfolio.

Similarly some of the other indicative companies are:

KOOKMIN BANK

TAIWAN SEMICONDUCTOR MANUFACTURING CO. LTD.

HON HAI PRECISION INDUSTRY

HANA FINANCIAL GROUP INC

CHEUNG KONG HOLDINGS LTD.

SWIRE PACIFIC LTD.

CHINA RESOURCES POWER HOLDINGS

CHINA MOBILE (HONG KONG) LTD

Analysis of the above companies would confirm that they fulfill one or more of the above criteria. The aboveanalysis has been provided only for the purpose of illustrating how the criteria for selection could be applied andthe above companies may or may not form part of the actual portfolio at the time of making an investmentdecision.

In line with the investment objective, the fund envisages to invest in equity funds, equity and equity-relatedsecurities of companies, which are incorporated, or have their area of primary activity, in Asia Pacific ex-Japanincluding but not limited to the following countries: Korea, Taiwan, Hong Kong, Philippines, Thailand, Malaysia,Singapore, Indonesia, People’s Republic of China, India, Pakistan, Australia and New Zealand.

Subject to the Regulations, the corpus of the Scheme can be invested in any (but not exclusively) of the followingsecurities:1) Equity and equity related securities including convertible bonds and debentures and warrants carrying

the right to obtain equity shares.2) Securities created and issued by the Central and State Governments and/or repos/reverse repos in such

Government Securities as may be permitted by RBI (including but not limited to coupon bearing bonds,zero coupon bonds and treasury bills)

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

4) Debt securities issued by domestic Government agencies and statutory bodies, which may or may notcarry a Central/State Government guarantee

5) Corporate debt securities (of both public and private sector undertakings)6) Securities issued by banks (both public and private sector) as permitted by SEBI from time to time and

development financial institutions7) Money market instruments permitted by SEBI, having maturities of up to one year, or in alternative

investment for the money market.8) Certificate of Deposits (CDs)9) Commercial Paper (CPs)10) Indian Securitised Debt.11) The non-convertible part of convertible securities12) Any other domestic fixed income securities13) Derivative instruments like Interest Rate Swaps, Forward Rate Agreements, Stock / Index Futures, Stock /

Index Options and such other derivative instruments permitted by SEBI.14) Foreign Securities, ADR / GDRs as below

i. ADRs/GDRs issued by Indian companiesii. Equity of overseas companies listed on recognized stockexchanges overseasiii. Foreign debt securities in the countries with fully convertible currencies, short term as well as long

term debt instruments with highest rating (foreign currency credit rating) by accredited/registeredcredit rating agencies, say A-1/AAA by Standard & Poor, P-1/AAA by Moody’s, F1/AAA by FitchIBCA, etc.

iv. Government securities where the countries are AAA rated.v. Units/securities issued by overseas mutual funds or unit trusts which invest in the aforesaid

securities or are rated as mentioned above and are registered with overseas regulators.vi. Any other security as permitted by SEBI from time to time.


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15) Share Classes /Units of Equity Fund as permitted under SEBI Guidelines / Circulars.

Subject to the Regulations, the securities mentioned above could be listed, unlisted, privately placed,secured, unsecured, rated or unrated and of varying maturity. The securities may be acquired throughInitial Public Offerings (IPOs), secondary market operations, private placement, rights offers or negotiateddeals. The Scheme may also enter into repurchase and reverse repurchase obligations in all securitiesheld by it as per the guidelines and regulations applicable to such transactions.

Under normal circumstances, the asset allocation under the Scheme will be as follows:

Particular Approximate Allocation Risk Profile(% of Corpus)

Equity & equity related securities in India $ 65% to 100% Medium to High

Asian Equity Fund (s), Equity & Equity RelatedSecurities or Share Classes/Units of Equity Fund # 0% -35%@ Medium to High

Debt * 0% to 35% Low to Medium

$ Including derivatives instruments to the extent of 75% of the Net Assets as permitted vide SEBICircular no. DNPD/Cir 29/2005 dated September 14, 2005 and SEBI Circular No. DNPD/Cir-30/2006dated January 20, 2006 and SEBI circular No DNPD/Cir-31/2006 dated September 22, 2006. Themargin money requirement for the purpose of derivative exposure will be held in the form of termdeposits.

@ The intention of the fund is to invest upto 35% in overseas securities. However, if the size of thefund is large, investments in overseas securities as a percentage of the total investments will below due to the limits set on overseas investments vide circular SEBI/IMD/CIR No.3/93334/07 datedMay 14, 2007, SEBI/IMD/CIR No.13/83589/07 dated January 4, 2007 and SEBI/ IMD/CIR No. 7/73202/ 06 Dated August 02,2006.

# Including investment in ADR/GDR.

* Including 20% in Securitized debt

The Scheme will invest to the extent of at least 65% of the net assets in Indian Equity Securities and thebalance of up to 35% is envisaged to be initially invested in the share classes of I.O.F – Asian EquityFund (Investment Manager – Prudential Asset Management (Singapore) Ltd. & regulated by the MonetaryAuthority of Singapore –MAS) and subsequently the Fund Manager may seek to make investments insecurities out of India in the Asia Pacific Region and will ensure that securities are invested predominantlyin the Asian Region.

The above percentages would be adhered to at the point of investment in a stock. The portfolio wouldbe reviewed quarterly to address any deviations from the aforementioned allocations due to marketchanges.

It may be noted that no prior intimation/indication would be given to investors when the composition/asset allocation pattern under the scheme undergo changes within the permitted band as indicated aboveor for changes due to defensive positioning of the portfolio with a view to protect the interest of theunitholders on a temporary basis. The investors/unitholders can ascertain details of asset allocation ofthe scheme as on the last date of each month on AMC’s website at www.icicipruamc.com that will displaythe asset allocation of the scheme as on the given day.

Investors may note that securities, which endeavour to provide higher returns typically, display highervolatility. Accordingly, the investment portfolio of the Scheme would reflect moderate to high volatility inits equity and equity related investments and low to moderate volatility in its debt and money marketinvestments

d) Change in Investment Pattern

Subject to the Regulations, the asset allocation pattern indicated above may change from time to time, keepingin view market conditions, market opportunities, applicable regulations and political and economic factors. Itmust be clearly understood that the percentages stated above are only indicative and not absolute and that theycan vary substantially depending upon the perception of the Investment Manager, the intention being at all timesto seek to protect the interests of the Unit holders. Such changes in the investment pattern will be for short termand defensive considerations.

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

e) Terms of the Scheme

1) Liquidity:

The Scheme will offer Units for sale and redemption on every Business Day from not later than 30 daysafter the close of the New Fund Offer Period

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a) Redemption of Units:The Units can be redeemed (i.e. sold back to the Fund), at the Applicable NAV, subject to adjustmentof exit load, if applicable, commencing from not later than 30 days after the close of the New FundOffer Period. Redemption requests can be made by unit holders in amounts, with a minimum ofRs. 500 and in multiples of Re. 1 thereafter, provided minimum balance should not fall belowRs. 5000. The Fund reserves the right to close a Unitholder's account if the balance falls belowRs. 5000 and the investors fails to invest sufficient funds to bring the value of the account up toRs.5000 within 30 days, after a written intimation in this regard is sent to the Unitholders.In case, a unitholder specifies the redemption amount as well as number of Units for redemption,(subject to the minimum redemption amount as mentioned above) the number of Units specifiedwill be considered for deciding the redemption amount. If only the redemption amount is specifiedby the Unit holder, the Fund will divide the redemption amount so specified by the Applicable NAVbased price to arrive at the number of Units.If a unitholder submits a redemption/switch-out request mentioning only the name of the Schemeand Folio Number but not mentioning the units and the amount for redemption, the Fund shallassume that the redemption/switch-out request is for all the units under the stated folio from theScheme and the option mentioned on the redemption/switch-out request and shall redeem all theunits.

b) Redemption PriceThe redemption will be at Applicable NAV based prices, subject to applicable exit load. Please referto “Redemption Price” on page 74.

c) Payment of ProceedsAll redemption requests received prior to the cut-off time (please refer to “Payment of Proceeds”on Page 75) on any Business Day at the Official Points of Acceptance of Transactions will beconsidered accepted on that Business Day, subject to the redemption requests being complete inall respects, and will be priced on the basis of Redemption Price for that day. Requests receivedafter the cut-off time will be treated as though they were accepted on the next Business Day. Pleaserefer to (Page 76) “Right to Limit Redemptions” and (page 76) “Suspension of Sale and Redemptionof Units”.As per the Regulations, the Fund shall dispatch redemption proceeds within 10 Business Days(working days) of receiving the redemption request.Trustees reserve the right to alter or modify the number of days taken for redemption of Unitsunder the Fund after taking into consideration the actual settlement cycle, when announced, asalso the changes in the settlement cycles that may be announced by the Principal Stock Exchangesfrom time to time. Please refer to Page 74 for details of Redemption.As per the guidelines issued by SEBI, in the event of failure to dispatch the redemption or repurchaseproceeds within 10 working days, the AMC is liable to pay interest to the Unit holders @ 15% p.a.SEBI has further advised the mutual funds that in the event of payment of interest to the Unitholders, such Unit holders should be informed about the rate and the amount of interest paid tothem.If the Unitholder fails to provide the Bank mandate, the request for redemption would be consideredas not valid and the Fund retains the right to reject/withhold the redemption until a proper bankmandate is furnished by the Unitholder and the provision with respect of penal interest in suchcases will not be applicable/ entertained.The mode of payment may be direct credit/ECS/cheque or any other mode as may be decided byAMC in the interest of investors.Please refer to Page 74 for details of Redemption.

d) ListingBeing the open-ended fund, the Units the Scheme will not be listed on any stock exchange, atpresent. The Trustee may, at its sole discretion, cause the Units under the Scheme to be listed onone or more Stock Exchanges. Notification of the same will be made through Customer ServiceCentres of the AMC and as may be required by the respective Stock Exchanges.

2. Fees and Expensesa. New Fund Offer expenses

In accordance with the provisions of SEBI circular No. SEBI/IMD/CIR No.1/64057/06 dated April 4,2006, no Initial Issue Expenses will be charged to the Scheme.

b. Recurring ExpensesThe details of recurring expenses of the Scheme, on an annual basis, have been stated on Page 80.As per the Regulations, the maximum recurring expenses that can be charged to the Scheme shallbe subject to a percentage limit 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

2.50% 2.25% 2.00% 1.75%

Subject to Regulations and this Offer Document, expenses over and above the prescribed limitshall be borne by the Asset Management Company.


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c. Load:

The load will be as under during the New Fund Offer as well as Ongoing basis:

Entry Load Retail Option (i) For investment of less than Rs. 5 Crores: 2.25% ofapplicable NAV

(ii) For investment of Rs. 5 Crores and above: NilInstitutional Option Nil

Exit Load Retail Option (i) For investment of Rs. 5 Crores and above: Nil(ii) For investment of less than Rs. 5 Crores made during

the NFO period and redeemed before 6 months fromthe date of allotment: 1% of applicable NAV.

(iii) For investment of any amount made after the NFOperiod: Nil

Institutional Option Nil

Subject to the Regulations, the Trustee reserves the right to modify/alter the load structure andmay decide to introduce a differential load structure on the Units subscribed/redeemed on anyBusiness Day. Such changes will be applicable for prospective investments. The Trustee shall arrangeto display a notice in the Customer Service Centers of the AMC before the change of the thenprevalent load structure. The addendum detailing the changes in load structure will be attached tooffer documents and abridged offer documents. The addendum will also be circulated to all thedistributors / brokers so that the same can be attached to all the offer documents and abridgedoffer documents in stock. This addendum will also be sent along with the newsletter to theunitholders immediately after the changes. Changes in the load structure may be stamped in theacknowledgement slip issued by the Fund after the changes in load structure. The load collectedfrom the Unitholders will be credited to a separate account and will be offset against distributionand marketing expenses. Surplus of load, if any, charged over planned marketing and distributionexpenses to be defrayed will be credited to the Scheme whenever felt appropriate by the AMC.

f) Changes in Fundamental Attributes

The Trustees 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 Scheme and affects the interests of Unit holdersis carried out unless:

A written communication about the proposed change is sent to each Unit holder and an advertisementis given in one English daily newspaper having nationwide circulation as well as in a newspaper publishedin the language 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.

g) Securitisation and Portfolio Sale

The Scheme will seek to invest in securitised debt upto 20% of the net assets of the scheme onlywhen the returns from such portfolio are expected to be higher than the other available securitiesat the time of making an investment. In making the decision to invest upto 20% in securitiseddebt, it will be ensured that the ratings, risk profiles and the returns of securitised debt instrumentsare compared with other equivalent eligible debt securities before making an investment decision.

The Scheme will adhere to the per issuer exposure limits with reference to securitised debt as specifiedunder the SEBI Regulations. Also in terms of SEBI Regulations, the issuer of the securitised debtwould be considered to be the originator of underlying receivables of assets and not the Trust/SPV.

Asset securitisation is a process whereby commercial or consumer credits are packaged and sold inthe form of financial instruments. A typical process of asset securitisation involves sale of specificReceivables to a Special Purpose Vehicle (SPV) set up in the form of a trust or a company. The SPVin turn issues financial instruments (e.g., promissory notes, pass through certificates or other debtinstruments) to investors, such instruments evidencing the beneficial ownership of the investors inthe Receivables. The financial instruments are rated by an independent credit rating agency. AnInvestor’s Agent is normally appointed for providing trusteeship services for the transaction.

On the recommendation of the credit rating agency, additional credit support (Credit Enhancement)may be provided in order that the instrument may receive the desired level of rating. Typically theservicing of the Receivables is continued by the seller in the capacity of the Servicer. Cash flows, asand when they are received, are passed onto the investors. Features of securitisation transactionsinclude:

Absolute true sale of assets to an SPV (with defined purposes and activities) in trust for theinvestors;Reliance by the investors on the performance of the assets for repayment - rather than thecredit of the Originator (the seller) or the Issuer (the SPV);Consequent to the above, “Bankruptcy Remoteness” from the Originator;

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Support for timely payments, inter-alia, in the form of suitable credit enhancements, if required;Securitised debt paper usually achieves a high investment grade credit rating;

There is a diversification of economic risks as credit risk is spread over a diversified group ofobligors.

Investment strategy for securitised debt

The Scheme will predominantly invest only in those securitisation issuances, which have AAA ratingindicating the highest level of safety from credit risk point of view at the time of making aninvestment.

Risk Analysis on underlying asset classes in Securitisation:

Generally available Asset Classes for securitisation in IndiaCommercial VehiclesAuto and Two wheeler poolsMortgage pools (residential housing loans)Personal Loan, credit card and other retail loansCorporate loans/receivables

In terms of specific risks attached to securitisation, each asset class would have different underlyingrisks, however, residential mortgages are supposed to be having lower default rates as an assetclass. On the other hand, repossession and subsequent recovery of commercial vehicles and otherauto assets is fairly easier and better compared to mortgages. Some of the asset classes such aspersonal loans, credit card receivables etc., being unsecured credits in nature, may witness higherdefault rates. As regards corporate loans/receivables, depending upon the nature of the underlyingsecurity for the loan or the nature of the receivable the risks would correspondingly fluctuate.However, the credit enhancement stipulated by rating agencies for such asset class pools is typicallymuch higher and hence their overall risks are comparable to other AAA rated asset classes.

Investment exposure of the Scheme with reference to Securitised Debt:The Scheme will predominantly invest only in those securitisation issuances which have AAA ratingindicating the highest level of safety from credit risk point of view at the time of making aninvestment.The Scheme may invest in various type of securitisation issuances, including but not limited toAsset Backed Securitisation, Mortgage Backed Securitisation, Personal Loan Backed Securitisation,Collateralized Loan Obligation / Collateralized Bond Obligation and so on.The Scheme does not propose to limit its exposure to only one asset class or to have asset classbased sub-limits as it will primarily look towards the AAA rating of the offering.The Scheme will conduct an independent due diligence on the cash margins, collateralisation,guarantees and other credit enhancements and the portfolio characteristic of the securitisation toensure that the issuance fits in to the overall objective of the investment in high investment gradeofferings irrespective of underlying asset class.

Position of Debt Market in India

The debt market in India is estimated at about Rs.15,00,000 crores as of now. A bulk of the debtmarket consists of Government Securities. Other instruments available currently include CorporateDebentures, Bonds issued by Financial Institutions, Commercial Paper, Certificates of Deposits andSecuritized Debt. Securities in the Debt market typically vary based on their tenure and rating.Government Securities have tenures from one year to thirty years whereas the maturity periods ofthe Corporate Debt varies from one year to Fifteen years. Recently some banks have also issuedperpetual bonds. Securities may be both listed and unlisted and increasingly most securities ofmaturities of over one year are being listed by issuers. While in the corporate bond market, dealsare conducted over telephone and are entered on principal-to-principal basis, due to the introductionof the Reserve Bank of India’s NDS- Order Matching system a significant proportion of thegovernment securities market is trading on the new system. The yields and liquidity on varioussecurities, currently, are as under:

Issuer Instrument Maturity Yields Liquidity

GOI Treasury Bill 91 days 7.35-7.45%* HighGOI Treasury Bill 364 days 7.65-7.75%* HighGOI Short Dated 1-3 Yrs 7.80-7.90%** HighGOI Medium Dated 3-5 Yrs 7.85-7.95%** HighGOI Long Dated 5-10 Yrs 8.15-8.25%** HighCorporates Taxable Bonds (AAA) 1-3 Yrs 9.70-10.2%*** MediumCorporates Taxable Bonds (AAA) 3-5 Yrs 10.1-10.4%*** Low to mediumCorporates CPs (P1+) 3 months 8.2-8.6%* Medium to HighCorporates CPs (P1+) 1 Yr 9.50-9.90%* Medium

*Money Market yield**Semi-annual yield

***Annualized yield


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Fixed Income securities:

The AMC aims to identify securities, which 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 Scheme invests will be of investment grade as rated bya credit rating agency. The AMC will be guided by the ratings of Rating Agencies such as CRISIL, CARE, ICRA andDuff and Phelps Credit Rating India Limited or any other agency approved by SEBI, for this purpose. In case a debtinstrument is not rated, such investments shall be made by an internal committee constituted by AMC to approvethe investment in un-rated debt securities in terms of the parameters approved by the Board of Trustees and theBoard of Asset Management 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 toattempt to predict the likely direction of interest rates and position the portfolio appropriately to take advantageof the same.

The Scheme could invest in Fixed Income Securities issued by government, quasi government entities, corporateissuers, structured notes and multilateral agencies in line with the investment objectives of the Scheme aspermitted by SEBI from time to time

h) Asia and India Market Outlook and Strategy

Asia Market outlook

As per the recent IMF Regional Economic Outlook Report on Asia & Pacific, Asia region appears poised tocontinue its strong economic growth of recent years. Growth is expected to reach 7.3 percent this year, decliningmarginally to 7.1 percent in 2007, again outpacing other regions. There is a wide regional difference, however.The consensus 2007 growth forecast for North East Asia1, for example, is 7.3%; that for South East Asia2 is a lower5.2%. Domestic growth is forecast to be the main driver in all instances especially as it looks as though theinterest rate cycle has peaked. Asia’s central banks have resisted, as far as they could, the rise in US rates. Thispolicy has kept domestic demand healthy. Moreover, Asia is in a far better position to cope with high oil pricesthan it was previously. Even if oil prices rise throughout 2007 towards the US$80 per barrel level, (late 2006 priceweakness in the spot market is only partially reflected in the futures 30-month market, where prices remain high),Asian growth should still record around 4-4½% with China forecast to grow at 8%. In China and India, rapidinvestment growth is expected to slow modestly in response to policy tightening, but domestic demand isprojected to remain robust.

Economic Growth

Growth in Asia so far this year has been solid, especially in China and India. Real GDP in China grew 11 percentin the first half of 2006, led by strong investment and net exports. India’s economy expanded 9½ percent in thefirst quarter driven by buoyant domestic demand.Japan’s expansion continued through the first half ofthe year, with private domestic demand remainingstrong on the back of robust corporate investmentand a firming labor market. Improving employmentconditions supported income and consumptiongrowth in the Newly Industrialized Economies33Newly industrialized economies (NIEs) refers to HongKong SAR, Korea, Singapore, and (NIEs), while netexports remained a key driver of growth. Net exportshave also surged in the ASEAN-44 countries, reflectingboth export boom and import compression amidweak domestic demand.1. China, Hong Kong, South Korea and Taiwan

2. Indonesia, Malaysia, Singapore, Thailand and the Philippines

3. Newly industrialized economies (NIEs) refers to Hong Kong SAR,Korea, Singapore, and Taiwan Province of China.

4. ASEAN-4 refers to Indonesia, Malaysia, the Philippines, andThailand.

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Looking ahead, Asia’s growth prospects arebright, spurred by firming domestic demand.

The IMF Regional Economic Outlook Report onAsia & Pacific forecasts growth at 7¼ percent in2006, declining marginally to about 7 percentnext year. Growth in China and India is set toremain very rapid this year and next, driven bystrong domestic demand. In the NIEs, the stillpositive outlook for exports, in particularelectronics should help investment remain solid.And a recovery in domestic demand is expectedin the ASEAN-4 countries—in particular on theinvestment side—helping to maintain thegrowth momentum in the region.

Domestic growth seems set to continue in mostof Asia despite the continued high level of

interest rates, and the probability that oil prices will not fall for long. A potential resumption of a fall in the USdollar may again raise concerns that Asian growth will suffer, but, if so, the impact will likely be limited. Slower US(and global) growth have been forecast for 2007 since the start

of 2006, yet despite this, Asia’s 2007 consensus growth forecast has generally nudged higher. The main exceptionhas been in Thailand, where the political turmoil has resulted in some reduction in growth forecasts. All in all,growth seems slated to continue despite China’s efforts to once again slow “over-heating” sectors of its economy.The greater danger to 2007 growth seems to be any misjudgment by China’s authorities in slowing theireconomy, but this prospect seems remote. Even Japan’s economic recovery seems far more resilient than manythought as growth again slowed during the middle of 2006.

Demographic Advantage

As countries become rich, they tend to go through a“demographic transition” in which fast-improving medicalconditions and high birth rates combine to cause rapidpopulation growth. This was the situation in most of Asia 30years ago. Eventually, however, birth rates fall significantly, andpopulation growth slows. This causes a shift in the age profileof the population from that of a lumpy pyramid—lots of infantsand children and relatively few grandparents—to a kind ofChinese lantern, with relatively few people in the youngest andoldest groups and a big bulge in the middle. For economies,this bulge is good news. It means that a large share of thepopulation is of working age, and the “dependency ratio”—the proportion of people too old or too young to be employed—is relatively low.

In the West, the demographic transition took more than acentury. But in South-East Asia it happened in the space of asingle generation (see chart). For instance, in 1965, Thai womenhad an average of more than six children; now they have fewerthan three. Much the same thing happened first in Japan, thenin Singapore, Taiwan, South Korea and Indonesia. At the sametime, these countries have had the highest rates of economicgrowth in the world.

Domestic Demand

Strong domestic demand in both China and India seems to be spinning under its own momentum. In the former,the tightening of monetary policy and administrative controls—including increases in reserve requirements andbenchmark interest rates, and measures to cool down the property market— have so far had little success inreining in investment. In the latter, domestic demand remains strong despite some modest monetary tightening,as a growing middle class raises its consumption and corporates continue to build capacity following severalyears of successful restructuring. While investment growth is expected to moderate in response to administrativepolicies in China and some further monetary tightening in India, domestic demand will likely remain strong.


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Exports and Intraregional Dependence

Emerging Asia’s exports are expected to moderate next yearin line with the slowdown in industrial country growth.The U.S. economy is expected to slow modestly, while thepace of economic activity in Japan and the euro area is alsoprojected to decelerate toward potential. In spite of anexpected slowdown in the US economy amid a coolinghousing market and high oil prices, most countries in Asiawill likely see only a mild slowdown in export growth,reflecting in part the growing importance of intra-regionaltrade. While the United States remains emerging Asia’s maintrading partner, accounting for 17 percent of total exports,China’s share is rising rapidly—it now accounts for one-fourth of the NIEs’ total exports, and 10 percent of theASEAN-4 countries’ export.

Movement of labor and capital from low- to high-productivity sectors

There has been a shift in the labor and capital from lower- toward higher productivity sectors, in response toeconomic incentives and policies. This has been largely due to the improvement in education levels in thesecountries.

Although still large, the relative importance of agriculture has in fact declined sharply in Asia over the last threedecades. The shift was especially strong in China, the ASEAN-4, Korea, and Taiwan Province of China.

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Inflation

Inflation in the region remains well contained. Despite higher oil prices and other commodities, monetary policytightening and exchange rate appreciation have helped keep CPI inflation at about 2¾ percent this year, with asimilar outcome expected next year. Relatively high-inflation economies are expected to see a significant moderationof inflation. Overall, the global inflation outlook seems far less dramatic than the equity markets suggestedearlier this year. Rising productivity within Asia is keeping domestic pressures under control, while extremely lowwage rates in China, Indonesia and India will likely continue to exert a deflationary impact – albeit far less so thanover the past few years. Fears that higher commodity prices will eventually feed through to higher inflation alsoseem excessive. Wage rates in both China and India remain sufficiently low as to ensure that the price of finishedgoods and services, globally, remain under control despite hitherto rising commodity prices. In addition, commodityprices are already showing signs of weakening – a trend that will likely continue into 2007 as global growthslows. Individual economies may have to act to contain inflationary pressures, such as in India, but the widespreadexplosion feared earlier this year seems increasingly remote.

Development of Asian Financial Markets

The regional equity markets of Asia have grown significantly since the early 1990s, driven by strong internationalinterest, greater regional integration, capital account liberalization and structural improvements to markets.

Prospects for capital flows to emerging Asia also remaingood. Global financial market volatility in May-Juneserved to illustrate the region’s resilience, as it camethrough less affected than emerging markets in otherregions. Investors do not appear to have altered theirpositive view of regional fundamentals, which bodeswell for the continuation of strong FDI and portfolioflows.

Despite the correction of May-June this year, prospectsfor capital flows to emerging Asia remain good. As perthe IMF Report, net private capital flows to the regionare expected to increase to $88 billion this year, up from$60 billion last year. Despite the impact of the May-Junecorrection, emerging Asia is poised for another year ofsolid capital inflows thanks largely to its strongfundamentals and improved resilience. However, givensigns that global economic growth may be moderatingand that the spread of regional policy rates over the U.S.Fed Fund rate may remain near zero, capital inflows areprojected to moderate in 2007.


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Improving Asian Corporate Profitability Increases the Region’s Attractiveness

One outcome of the Asian crisis was that many of Asia’s corporations underwent restructuring to varying degrees.This restructuring is now paying off, with the results becoming increasingly apparent. The most significant signof this is a steady improvement in Asian corporate profitability – margins are rising as corporations make moreefficient use of their capital. This structural improvement is having a slow, but significant impact on the valuationof Asia’s equity markets. Valuations in Asia have tended to remain well below global levels; investors wereattracted by Asia’s economic growth but factored in a large risk discount to allow for a chronic lack of corporatetransparency and somewhat shaky legal and compliance frameworks. This has all changed since the Asian crisissuch that investors are slowly but surely removing the “Asian discount” pushing share valuations slowly higher.This process is in fits and starts, but should remain a major factor pushing Asian equity markets forward in thecoming years.

India and China – Asia’s new Emerging Dynamos

Given the size, proximity and economic structure of the two economies, the scope for expansion of trade isimmense between India and China. As shown in the diagram, the share of trade between the two countries as apercentage of the global trade is expanding. The two economies complement each other. China has a stronginfrastructure and production base whereas India enjoys strong demographic profile with English speakingpopulation. Therefore India is growing on services where as China on manufacturing. This situation willundoubtedly not last. Indeed, China has long been trying to upgrade its banking system and would like to moveinto other service biased industries. It has also stated its objective of moving into higher value-added manufacturingas soon as it is in a position to do so, and has already made steps in this direction. But for the immediate future,the “complementary” nature of the two economies opens the door to investment opportunities.

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Near Term Risks

While the outlook is good, near-term risks are slanted to the downside, and perhaps more so than at the time ofthe May 2006, in each case, sentiment might be the greater risk factor. Investors remain uncertain how to react ina world in which the growing impact of China is challenging the economic might of the US.

The key risk for Asia is a more rapid than expected slowdown in the United States. Despite increasedintra-Asia linkages, in particular with China, growth in the United States remains important to Asia’sprospects. Our central scenario is consistent with a gradual return to potential growth in the UnitedStates. But a sharper slowdown—e.g., from a sharp correction in the housing market—would have asignificant impact on Asia’s exports and, indirectly, on domestic demand.

Higher oil prices could affect both growth and inflation. With supply still tight and geopolitical riskshigh, significant spikes in oil prices from current levels cannot be ruled out despite late September priceweakness. While Asian economies have managed to absorb large increases over the past several years,their ability to continue to do so could be challenged, in particular if price increases coincide withweakening global demand.

A return to the sort of financial market volatility seen in May-June could slow growth and raiseinflation. A rise in risk assessments or risk aversion for emerging markets would lower asset prices, andpotentially domestic demand, while currency depreciation could increase inflation. While the prospect ofresurgent inflation seems to be receding, the cost of getting this wrong would be high, a fact that willlikely result in investors remaining edgy.

Rapid growth in China is a mixed blessing for the region. Should growth in China again exceedexpectations, regional growth would benefit. However, such rapid growth may be unsustainable,raising concerns that increased tightening could lead to a sharper-than-expected slowdown. On balance,however, the global economy seems on track for a lower growth/ lower inflation year, which would besupportive for Asian equities.

India story

Introduction

The Indian economy is experiencing fast economic growth since the last three years with its GDP growing at a rateof over 7.5 %, its inflation at a comfortable level of 4.5 – 5 % and its interest rates at a level that stimulateseconomic growth.

Believers of the India growth story are projecting India to assume a double-digit number in terms of GDP growth.Skeptics however continue to be concerned over stalemate in privatization process, labor reforms, subsidyrationalization, capital spending by the State, liquidity tightness and small-scale industry de-regulation. We areslowly moving into an era where reforms are ongoing and don’t wait for Feb 28th each year, even as coalitionpolitics is an order of the day.

THE LONG TERM INDIA STORY

Historically, there has been a strong correlation between a countries growth rate and the stock market returns. From 1970 to1990, the Japanese economy experienced a strong GDP growth, which was reflected in the growth of NIKKEI. From 1990 to2003, the Japanese economy moved on sluggishly and the equity markets crashed by 75% during the same period.

There is a strong correlation between the NIKKEI and the Sensex with a lag of20 years. If we rebase NIKKEI during 1970-90 to 1990-2010 and compare itwith Sensex, it can be observed fro the graph that the Sensex has just startedon the growth trajectory. The Indian corporate growth story and its strongeconomic indicators further reinstate the strength of the stock market index.

Today we are at stage where the Indian economy looks poised for growth.China started its liberalization process in 1980. In 25 years, they have achievedthe size and scale which has made them the second largest economy in theworld in terms of Purchasing Power Parity. India started liberalization ten


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years after China, and at present has reached the levels achieved by China in 1990.

As can be seen from table, China is way ahead of India in terms of the steel making capacities, coal mining capacity, cementproduction and consumption, mobile phone usage etc. To reach China’s levels, Indian economy will have to grow multipletimes.

India is a democratic country where decisions are taken by a common consent. Unlike China, it does not have a singlewindow clearance system or an autocratic decision making system. The coalition politics is still the order of the day withinstability in the political machinery. Can India catch up with China?

The state of Gujarat has grown by 11% p.a. in terms of agriculturalproduction and 16% p.a. in terms State GDP in the last ten yearswhich is a better growth rate compared to the Chinese growth rateof 10% p.a. in the last ten years. If Gujarat, which suffered fromnatural calamities like earthquake, drought and cyclones, can achievesuch high growth rate, there is no reason to disbelieve that if Indiafollows the Gujarat Growth Model, it shall outperform the Chinesegrowth.

Interestingly, until early 1800s, India and China alone accounted formore than 50 % share of the global GDP. The two economies showed

strong correlation in their growth until mid nineteenseventies, post which, China liberalized its economy,adding impetus to its growth. In 90’s India liberalizedits economy. Today, after a decade and half of postliberalization reforms in India, it is easy to visualize thefuture of India over next 10 –20 years looking at thepast of the China and using the year of liberation asthe inflexion point. China started liberalizing itseconomy in the 70s and has traveled to today’s levelafter four decades of reforms. India started liberalizationof its economy in the 90s and has reached its currentlevel after one and half decade of reforms. If we doreally well, we will catch up with China’s current level in2015, and if we are really slow, it may happen in 2050.

The above comparison of India and China bring forth some appalling facts and suggest that if we grow faster, we canachieve similar production and consumption levels in the next ten years or if we grow slower, it will take next forty years toreach that levels. India is a diversified economy with certain parts already grown at a better rate than China while othersbeing way behind. Going forward, the overall growth shall largely depend on the growth path chosen by the country.

There are some advantages which India possesses and if harnessed properly, they can accelerate our economicgrowth.

First, India has land spanning 297 m. ha. Of this, 54 % land is arable. China on the other hand, has 933 m. ha. Of land,of which, 15 % is arable. Globally The World Trade Organization is reducing entry barriers for agriculture goods viareduction in agricultural subsidies. The opening up of agricultural trade will tremendously benefit more than 70 % ofthe Indian population based in rural area, dependent upon the agriculture.

US spends approximately USD 600 billion on agriculture subsidies (Source; Asian Wall Street Journal). The Americansenate has already passed a legislation to lower the agriculture subsidies in line with the reduction by the European

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Union. This will increase the agriculture product prices globally, resulting in improved realization for the Indian farmers.This rationalization of subsidies will also lead to better productivity and better employment opportunities for the Indianfarmers, which in turn would result in higher growth for 70% of the Indian population dependent on rural economy.

When the benefit of globalization in software and IT services reached a small portion of the Indian population, pools ofprosperity was created in Bangalore, Chennai, Hyderabad and Gurgaon pushing the countries growth arte to 7.5%plus levels. As compared, the benefit of reduction in agricultural subsidy and higher agricultural product prices reachingto 70% of the Indian population can generate better consumption creating pull of prosperity across India and leadingto much higher growth rates.

Second, India produces over a million hard working; English speaking graduates possessing the finest quantitative andengineering skills. This pool of talent is available at a very low cost in comparison to those prevalent globally. Thisarbitrage of human intelligence is opening up opportunities for India across areas like software development andapplication maintenance, business process outsourcing, engineering design, pharmaceutical research, medical treatment,consultancy, banking and financial services, accountancy and record keeping etc. Needless to say, India is emerging asthe world’s back office or services hub.

Third, coming back to the India-China argument, theeducated section of our population have over years marveledat how China’s communist leaders took the bold step tocurtail its population growth. Today, one generation later,China has a strange problem. Each single child in Chinahas grown into an adult who has to support two parents inaddition to his own family. As a result, China’s populationdemographics indicate a high dependency ratio. On theother hand, Indian has a large proportion of youth in itspopulation, who being far less burdened by dependency,enjoy the advantage of higher disposable income. This hasled to consumption-led growth in the country, which inturn has fuelled industrial growth. The growth in retailcredit has been a further trigger in this growth.

Fourth, charity is ingrained in the Indian psyche, whichmakes India a strongly integrated social system. UnlikeChina, the divide between the rich and the poor,therefore, does not create social tensions.

The land holding pattern in India also reduces social tensions. Urbanisation does not lead to a divide between the richand the poor, as it brings prosperity to the farmers as well who have a right to own their own land, unlike China whereland ownership lies with the government.

Fifth, the government has indicated its intent to support the growth momentum of the country by way of enhancedallocation to infrastructure spending and rural sector.

The Union budget of 06-07 has proposed higher allocation for building of five mega power projects of 4,000mega watt each at a cost of Rs.80,000 crores plus.

The budget also provides for refinery sector spending in excess of Rs.22,000 crore.

The budget encourages creation of new townships for specialized industries like IT, healthcare, etc.

The golden quadrilateral project is expected to be completed by June-2006 and access road by 2008 resulting inhigher consumption of cement, steel, etc. All this spending will result into sustenance future growth.

The budget has focused on rural sector by directing higher amounts towards farm credits, providing interestrebates on farm loans and incentivizing food-processing industry. All these initiatives will provide an impetus torural economic growth.

More than 70% of Indian population stays in rural India and will benefit immensely from the reduction in globalagriculture subsidies under WTO rulings. The creation of infrastructure in rural India will help reap the benefit ofthe globalization of agriculture.

The government has rationalized customs duties and excise rate foreventual introduction of GST by 2010. This will bring India at par withdeveloped nations in collection of tax.

Sixth, with the economy opening up, India has become the preferreddestination for FDI. Most of the top global companies have set up theirbases in India. In the last few years, India has seen a lot of greenfieldinvestments and M&A activities.


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The Indian growth story seems to be sustainable based on its inherent fundamental advantages.

Drivers of Economic Growth

In the light of the above facts, it is evident that there are four themes thatwill provide steam for India’s growth. They are 1) Consumption, 2) Arbitrageof human intelligence (services) 3) Infrastructure and 4) Revival of ruraleconomy via the opening up of agriculture sector.

The Indian economy has grown at 8.1% in real terms for FY’06 withmanufacturing and services being the prime drivers of this growth. Mr.Chidambaram’s Union budget ‘ 06-07 has carried forward the momentum tomaintain real GDP growth upwards of 7% for FY’07.

I. Infrastructure

The spending on infrastructure is increasing as evident from thetable below. The infrastructure development leads to reduced costof goods & services and improves the delivery efficiency, which makesthe overall industry competitive.

II. Arbitrage of Human Intelligence

Source: IMD World Competitiveness Yearbook 2005, CSFB

The Indians or the Persons of Indian Origin in US constitutes around1-1.5% of the American population. However, they constitute around18% of the total doctors, around 25% of the scientists working inNASA and a substantial proportion of the workforce in the technologysector. This shows the power of the Indian labour force which areavailable for value for money prices delivering quality services. Asevident from the table, Indian labour is one of the most competitivein the world which will lead to a large number of jobs outsouced toIndia.

III. CONSUMPTION

The third advantage accruing to India is the consumption. Indianconsumers are not only spending their current income, but they areleveraging their future income to spend on consumption. Indianconsumers do not shy away from debts anymore, which is evidentfrom the falling age of the housing loan applicants. Today, the Indianconsumers are leveraged around 6% of consumer debt to GDP ratio.This is significantly lower compared to most of the developed andemerging markets.

The high rate of economic growth has built up confidence andcertainty about the future income. Exposure to global media andtrends is also inducing higher consumption among the youngergeneration. This virtuous cycle of leveraging future income for presentconsumption is generating consumption led demand, which in turnis inducing further growth.

IV. Agriculture

Today, the Indian farmers are stuck in a vicious cycle of low risk abilitybecause they have made low investments which leads to lowproductivity without any market orientation. They end up with lowvalue addition and the low margins make them remain indebted.

However, the situation is changing with corporates coming into thepicture. The Indian agriculture is passing through the second greenagriculture with corporates playing a major role. With ITCs settingup e-chaupals will help the farmers realize a better price realizationfor the product. These initiatives provide a medium to reach the endconsumers through a shorter intermediary cycle, thus removing therole of a large chain of middlemen.

Economy $ Per HourIndonesia 0.33 India 0.60 Philippines 0.73 China 0.75 Thailand 0.92 Mexico 2.37 Malaysia 2.37 Turkey 3.46 Hong Kong 5.54 Taiwan 6.02 Singapore 7.63 Korea 10.71 Japan 21.54 US 21.97

Manufacturing Labor Costs : 2004

Source: IMD World Competitiveness Yearbook 2005-CSFB

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The bottom line is that unlike in China, wherein the economy is thriving wholly on the back of industrial growth, inIndia, there is growth across the spectrum of the primary sector (agriculture), secondary sector (industries) and tertiarysector (services), all of which contribute fairly to the overall growth. India thus has a relatively derisked GDP mix and ourexport basket comprises a good blend of produce across sectors.

INDIA IN THE SHORT TERM

Evolving Equity Markets

The ownership of the Indian equity markets has changed over aperiod of time. At present the FIIs own 32.35 % of the Nifty stocksand 28.76% of the BSE 500. Foreigners put together own morethan 29% Indian equity markets.

Emerging markets has become a permanent asset class for investors. Since the last few years, it is getting larger and larger

inflows from across the globe. India has had a larger share ofthe FII inflows in comparison to its MSCI Index weightage. As aresult, in the past nine months, we have seen FII inflows into theIndian equity markets close to Rs. 10,000 crores. These strongunidirectional flows backed by lack of selling / profit bookinghas caused a run up in the equity markets. BSE Sensex crossedfive digits in Feb FII Investment 2006. The Sensex has multipliedmore than three times in less than three years. Every additionalthousandth point milestone since 2004 has been breached in

lesser days than its previous milestone – an indicator of the growing confidenceof investors in the Indian markets. However, India is not a cheap, undiscoveredand under valued market likeit was in first half of 2003.Back then it was trading at 10times forward earnings and theprofitability growth wasexpected to be above 30 %.Today, India is trading ataround 18 times forwardearnings and the profitabilitygrowth is expected to beaveraging 20 %.

Having said that, FIIs have a fairly consistent view on markets. Unlike common views about their investment strategy, they arenot short-term players. FIIs have consistently followed their views, whether bullish or bearish, on markets over a period of


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time as can be seen from the following charts in countries like India, Taiwan, Russia, South Africa, Australia and Mexico. TheFIIs tend to behave in a volatile fashion when the economic policies and the growth certainty of the country becomesambiguous as in evident from the charts of Brazil & Malaysia.

Also, if we evaluate the Indian markets on a historical basis, the markets arenot expensive even at the current levels. The current Sensex PE at more than18 times FY 05 earnings is still lower than the PE as it was at lower Sensexlevels. This is because the Indian story is backed by strong economic andcorporate performance.

India has shown a stronger economic growth as compared to the US and the UK over the last twelve years, Indian marketshave still under-performed both these markets which reinstate the belief in the potential of the Indian markets. The significantlysuperior performance from the corporate sector forms the backbone of the present level of Indian equity markets.

THE WAY TO INVEST IN THE EQUITY MARKETS

Investor Behavior

Individual and group psychology always has been acritical, if widely overlooked, driver of financial activity.Investors see things not as they are, but as they wantthem to be. Or sometimes, just as irrationally, investorsassume things will always remain just as they are andthat whatever the market is doing it will continue todo in perpetuity. According to the popular Greed &Fear theory, a prolonged upswing is likely to breedgreed which triggers buying at levels where it is advisable to sell and book profits whereas a prolonged downturn is likely tobreed fear, which in turn triggers irrational behavior and panic selling at a time when the wisest option might be to stay thecourse.

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Equity Investments

We don’t comment that Indian equity from here onwards will always provide positive return on a day-to-day basis. The equitymarkets by nature are volatile. They may go up and down in a randommanner in the short term. But on a longer horizon, we have a strong growthoutlook for the Indian equity markets. Investors should always follow adisciplined approach to equity investments as below:

Assess Risk:

The investor has to assess his or her risk profile. The return and the risk gotogether. If you want higher return, you have to take higher risk. If you donot want higher risk, you cannot expect higher return. One has to assess his

risk profile and marry it with his or her investment goal.

Practice Asset Allocation:

The other important rule is to undertake asset allocation. Every asset class has its own risks. The actual or perceived lossmakes investors take erroneous decisions in fear. A well-diversified portfolio across different asset class like debt, equity, realestate and commodity will reduce the chances of losses on a portfolio basis. This non-correlation will give solid ability to theinvestors to withstand market volatility. I would urge retail investors to seek the help of professional financial planners toascertain their desired asset allocation.

The thumb rule for asset allocation is that 100 minus your age should be the allocation to equity. Depending upon your riskprofile, one can change the allocation to equity. So, for a conservative person in the age group of 50, maybe 70% of theportfolio should be in debt assets including floating rate funds, liquid funds, debt funds, RBI bonds and Post Officeschemes. The rest 30 % should be in equities. One need not stick to this allocation on a daily basis. The balancing can bedone once in a quarter basis or at regular intervals of higher frequency also. The whole idea behind this is to ensure that onehas sufficient cushion to absorb volatility in the market. The ability to withstand volatility helps investors to stay investedduring all times and generate returns.

Start Early

The most powerful tool discovered by man in investing is “Compounding”. Compounding works in your favour day andnight. Your investment of Rs. 1000 @ 15% annual return 35 years ago would have grown more than 133 times. You wouldhave to invest four times more ten years later or 16 times more 20 years later or or 66 times more 30 years later to get thesame maturity value. The power of compounding can multiply your wealth in the long run. So, there is no better time toinvest than today.

Invest Regularly

The simple rule to making money is “Buy Low and Sell High”. It is difficult, however to decide what is low and what is high.It is far better to invest regularly in a market, which keeps on going up and down than it is to time the market. Let meintroduce you to a mutual fund tool called the Systematic Investment Plan (SIP). In a SIP, the investor buys mutual fund unitsof a specific scheme/s every month for a specific amount, say Rs. 1,000. As a result, his investments accumulate over time,and he is able to participate in the market regularly without worrying about the right timing. This frees him of the tension oftiming the market and also allows him to average out his cost of purchase. The SIP is a very effective tool to play marketvolatility to your advantage.

Short Term Investments vs. Long Term investments

Equities are a highly volatile asset class, but in the long term, historically, it has emerged as a winner. The Indian equitymarkets have remained flat during the period from 1993 to 2003, but if we broaden the investment horizon, there has beena secular uptrend in index.

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In summation, the capital market is a reflection of the economic progress of a country and givenIndia’s strong growth rate, equity investments do offer a good opportunity for capital appreciationto investors. However, investors would need to invest into the markets for the long term and beprepared to accept market volatility in the short term. Equity investors should emulate Rip Van

Winkle for patient long term investmentby closing their eyes to the day to daynoise and short term price fluctuations inthe market. Regular investment into themarkets and observing a meticulous assetallocation plan with rebalancing portfolio from time to time areimportant processes to be followed while investing in the equitymarkets. In the words of stock market Guru Warren Buffet “It’s nottiming the market but time in the market, which is important.

i) Portfolio Turnover

Portfolio turnover is defined as the aggregate of purchases and sales after reducing all subscriptions and redemptionsand derivative transactions therefrom and calculated as a percentage of the average assets under management of theScheme during a specified period of time.

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 the securitiesmarkets. The AMC will endeavour to balance the increased cost on account of higher portfolio turnover with thebenefits derived therefrom.

j) 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 Twelve Fund Managers. All of these are involved in preparation of researchreports.

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 benchmarks as also the performance of the schemes of the competition.

The benchmark for the Scheme will be 65% S&P CNX Nifty and 35% MSCI AC Far East Free ex – Japan Index. TheTrustees reserves the right to change / modify the benchmark Index.

The performance will be placed before the Investment Committee as well as the Board of Directors of the AMCand the Trustee Company in each of their meetings.

The Managing Director brings to the notice of the Board specific factors, if any, which are impacting the performanceof any individual scheme. The Board on consideration of all relevant factors may, if necessary, give directions toAMC. Similarly, the performance of the schemes is submitted to the Trustees. The Managing Director explains tothe Trustees the details on Schemes’ performance vis-à-vis the benchmark returns.

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.

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k) Exposure to Derivatives:

The Scheme intends to use derivatives for purposes that may be permitted by SEBI Mutual Fund Regulations from timeto time. Derivatives instruments may take the form of Futures, Options, Swaps or any other instrument, as may bepermitted from time to time. SEBI has vide its Circular DNPD/Cir-29/2005 dated September 14, 2005 and DNPD/Cir-30/2006 dated January 20, 2006, specified the guidelines pertaining to trading by Mutual Fund in Exchange tradesderivatives and SEBI Circular DNPD/Cir-31/2006 dated September 22, 2006 Modifying the position limits for Indexderivative contracts. All Derivative positions taken in the portfolio would be guided by the following principles:

i. Position limit for the Fund in index options contracts

a. The Fund position limit in all index options contracts on a particular underlying index shall be Rs. 500crore or 15% of the total open interest of the market in index options, whichever is higher per StockExchange.

b. This limit would be applicable on open positions in all options contracts on a particular underlying index.

ii. Position limit for the Fund in index futures contracts:

a. The Fund position limit in all index futures contracts on a particular underlying index shall be Rs. 500crore or 15% of the total open interest of the market in index futures, whichever is higher, per StockExchange.

b. This limit would be applicable on open positions in all futures contracts on a particular underlying index.

iii. Additional position limit for hedging

In addition to the position limits at point (i) and (ii) above, Fund may take exposure in equity index derivativessubject to the following limits:

a. Short positions in index derivatives (short futures, short calls and long puts) shall not exceed (in notionalvalue) the Fund’s holding of stocks.

b. Long positions in index derivatives (long futures, long calls and short puts) shall not exceed (in notionalvalue) the Fund’s holding of cash, government securities, T-Bills and similar instruments.

iv. Position limit for the Fund for stock based derivative contracts

The Fund position limit in a derivative contract on a particular underlying stock, i.e. stock option contracts andstock futures contracts, :-

a. For stocks having applicable market wide position limit (MWPL) of Rs. 500 crores or more, the combinedfutures and options limit shall be 20% of applicable MWPL or Rs. 300 crores, whichever is lower andwithin which stock futures position cannot exceed 10% of applicable MWPL or Rs. 150 crores, whicheveris lower.

b. For stocks having applicable market wide position limit (MWPL) less than Rs. 500 crores or more, thecombined futures and options limit shall be 20% of applicable MWPL and futures position cannot exceed20% of applicable MWPL or Rs. 50 crores, whichever is lower.

c. The MWPL and client level position limits however would remain the same as prescribed.

v. Position limit for the Scheme

The position limits for the Scheme and disclosure requirements are as follows–

a. For stock option and stock futures contracts, the gross open position across all derivative contracts on aparticular underlying stock of a scheme of a Fund shall not exceed the higher

of:

1% of the free float market capitalisation (in terms of number of shares).

Or

5% of the open interest in the derivative contracts on a particular underlying stock (in terms of numberof contracts).

b. This position limit shall be applicable on the combined position in all derivative contracts on an underlyingstock at a Stock Exchange.

c. For index based contracts, the Fund shall disclose the total open interest held by its scheme or all schemesput together in a particular underlying index, if such open interest equals to or exceeds 15% of theopen interest of all derivative contracts on that underlying index.”

The following section describes some of the more common equity derivatives transactions along with their benefits:

1. Basic Structure of a Stock Index Future

The Stock Index futures are instruments designed to give exposure to the equity markets indices. The Stock Exchange,Mumbai (BSE) and The National Stock Exchange (NSE) have recently started trading in index futures of 1, 2 and 3 monthmaturities. The pricing of an index future is the function of the underlying index and short term interest rates.


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Example using hypothetical figures:

1 month S & P CNX NIFTY Future

Say, Fund buys 1,000 futures contracts, each contract value is 200 times futures index price

Purchase Date : January 7, 2005

Spot Index : 2000.00

Future Price : 2010.00

Say, Date of Expiry : January 29, 2005

Say, Margin : 10%

Assuming the exchange imposes total margin of 10%, the Investment Manager will be required to provide total marginof approx. Rs.40, 200,000 (i.e.10% * 2010 * 1000 * 200) through eligible securities and cash.

Date of Expiry

Assuming on the date of expiry, i.e. Jan 29,2005, S&P CNX Nifty Index closes at 2025,the net impact will be a profit ofRs 30,00,000 for the fund i.e. (2025–2010)*1000*200

Futures price = Closing spot price = 2025.00

Profits for the Fund = (2025.00–2010.00) * 1000*200 = Rs. 30,00,000

Please note that the above example is given for illustration purposes only. Some assumptions have been made for thesake of simplicity.

The net impact for the Fund will be in terms of the difference of the closing price of the index and cost price. Thus, it isclear from the example that the profit or loss for the Fund will be the difference of the closing price (which can be higheror lower than the purchase price) and the purchase price. The risks associated with index futures are similar to thoseassociated with equity investments. Additional risks could be on account of illiquidity and potential mis–pricing of thefutures.

2. Basic Structure of an Equity Option

An option gives a person the right but does not cast the obligation to buy or sell something. An option is a contractbetween two parties wherein the buyer receives a privilege for which he pays a fee (premium) and the seller accepts anobligation for which he receives a fee. The premium is the price negotiated and set when the option is bought or sold.A person who buys an option is said to be long in the option. A person who sells (or writes) an option is said to be shortin the option.

In India, National Stock Exchange (NSE) became the first exchange to launch trading in options on individual securities.Trading in options on individual securities commenced from July 2, 2001. Option contracts are American style and cashsettled and are currently available on 52 securities (as on February 14, 2005) as stipulated by the Securities andExchange Board of India (SEBI).

Example using hypothetical figures:

Market type : N

Instrument Type : OPTSTK

Underlying : XYZ Ltd. (XYZ)

Purchase date : February 7, 2005

Expiry date : February 24, 2005

Option Type : Put Option (Purchased)

Strike Price : Rs. 5,750.00

Spot Price : Rs. 5,800.00

Premium : Rs. 200.00

Lot Size : 100

No. of Contracts : 50

Say, the Fund purchases on February 7, 2005, 1 month Put Options on XYZ Ltd. (XYZ) on the NSE i.e. put options on 5000shares (50 contracts of 100 shares each) of XYZ Ltd.

Date of Exercise

As these are American style options, they can be exercised on or before the exercise date i.e. February 24,2005. If theshare price of XYZ Ltd. falls to Rs.5,500 on February 14, 2005 and the Investment Manager decides to exercise theoption, the net impact will be as follows:

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Premium expense = Rs.200 * 50 * 100 = Rs. 10,00,000

Option Exercised at = Rs.5,500

Profits for the Fund = (5,750.00–5,500.00) * 50*100 = Rs. 12,50,000

Net Profit = Rs. 12,50,000 – Rs. 10,00,000 = Rs. 2,50,000

In the above example, the Investment Manager hedged the market risk on 5000 shares of XYZ Ltd. by purchasing PutOptions.

Please note that the above example is given for illustration purposes only. Some assumptions have been made for thesake of simplicity. Certain factors like margins have been ignored. The purchase of Put Options does not increase themarket risk in the fund as the risk is already in the fund’s portfolio on account of the underlying asset position (in thisexample XYZ Ltd. shares). The premium paid for the option is treated as an expense and added to the holding cost of therelevant security. Additional risks could be on account of illiquidity and potential mis–pricing of the options

The fund will use derivatives instruments for the purpose hedging or portfolio rebalancing or for any other stock and/ or index derivative strategies as allowed under the SEBI regulations.

Example of Hedging using Index Futures

The scheme holds stock at current market price of Rs. 100. To hedge the exposure, the scheme will sell index futures forRs. 100.

The stock will make a gain or a loss subject to its relative out-performance or underperformance of the markets.

Stock A falls by 10% and market index also falls by 10%.

Profit/(Loss) on stock A will be = (Rs. 10)

Profit/(Loss) on Short Nifty futures = Rs. 10

Net Profit/(loss) = Nil

Therefore, hedging allows the scheme to protect against market falls.

However, in case the market index falls by more than 10%, the scheme will make a profit and if the market falls by lessthan 10%, the scheme will incur a loss.

Stock A falls by 10% and market index falls by 11%.



Net Profit/(loss) = Re 1

Stock A falls by 10% and market index falls by 9%.



Net Profit/(loss) = (Re. 1)

Please note that the above examples are only for illustration purposes.

Derivatives Strategy

The fund manager, under both the plans, will employ a combination of the following strategies apart from investmentsin equity and equity related instruments and short-term debt instruments.

1. Index Arbitrage: As the S&P CNX Nifty derives its value from fifty underlying stocks, the underlying stocks can beused to create a synthetic index matching the Nifty Index levels. Also, theoretically, the fair value of a stock/ indexfutures is equal to the spot price plus the cost of carry i.e. the interest rate prevailing for an equivalent credit risk,in this case is the Clearing Corporation of the NSE.

Theoretically, therefore, the pricing of Nifty Index futures should be equal to the pricing of the synthetic indexcreated by futures on the underlying stocks. However, due to market imperfections, the index futures may notexactly correspond to the synthetic index futures. The Nifty Index futures normally trades at a discount to thesynthetic Index due to large volumes of stock hedging being done using the Nifty Index futures giving rise toarbitrage opportunities.

The fund manager shall aim to capture such arbitrage opportunities by taking long positions in the Nifty Indexfutures and short positions in the synthetic index. The strategy is attractive if this price differential (post all costs)is higher than the investor’s cost-of-capital.

Objective of the Strategy

The objective of the strategy is to lock-in the arbitrage gains.


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Risks Associated with this Strategy

Lack of opportunity available in the market.

The risk of mispricing or improper valuation and the inability of derivatives to correlate perfectly with underlyingassets, rates and indices.

Execution Risk: The prices which are seen on the screen need not be the same at which execution will take place.

2. Cash Futures Arbitrage: (Only one way as funds are not allowed to short in the cash market). The Plans under thescheme would look for market opportunities between the spot and the futures market. The cash futures arbitragestrategy can be employed when the price of the futures exceeds the price of the underlying stock.

The Plans will first buy the stocks in cash market and then sell in the futures market to lock the spread known asarbitrage return.

Buying the stock in cash market and selling the futures results into a hedge where the Plans have locked in aspread and is not affected by the price movement of cash market and futures market The arbitrage position canbe continued till expiry of the future contracts. The future contracts are settled based on the last half an hour’sweighted average trade of the cash market. Thus there is a convergence between the cash market and the futuresmarket on expiry. This convergence helps the Plans under the Scheme to generate the arbitrage return locked inearlier. However, the position could even be closed earlier in case the price differential is realized before expiry orbetter opportunities are available in other stocks The strategy is attractive if this price differential (post all costs)is higher than the investor’s cost-of-capital.


The objective of the strategy is to lock-in the arbitrage gains.

Risk Associated with this Strategy

Lack of opportunity available in the market.


Execution Risk: The prices which are seen on the screen need not be the same at which execution will take place

3. Hedging and alpha strategy: The fund will use exchange-traded derivatives to hedge the equity portfolio. Thehedging could be either partial or complete depending upon the fund managers’ perception of the markets. Thefund manager shall either use index futures and options or stock futures and options to hedge the stocks in theportfolio. The fund will seek to generate alpha by superior stock selection and removing market risks by sellingappropriate index. For example, one can seek to generate positive alpha by buying an IT stock and selling CNXITIndex future or a bank stock and selling Bank Index futures or buying a stock and selling the Nifty Index


The objective of the strategy is to generate alpha by superior stock selection and removing market risks byhedging with appropriate index.


The stock selection under this strategy may under-perform the market and generate a negative alpha.



4. Covered Call Strategy: The fund manager shall use the covered call strategy by writing call options against anequivalent long position in the underlying security thereby locking in the returns instead of keeping the positionopen. This strategy allows fund managers to earn premium income in addition to returns locked in from the longunderlying.


The objective of the strategy is to earn the option premium.


The underlying security may fall by more than the option premium earned, thereby exposing the strategy todownside risks.



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5. Covered Put Strategy: If the Fund Manager has a bearish view on a stock /index, he may write put option on thatstock/index with an equivalent short position in the futures of the underlying; thus earning the premium income.


The objective of the strategy is to earn the option premium.


The underlying security may rise by more than the option premium earned, thereby exposing the strategy todownside risks.



6. Other Derivative Strategies: As allowed under the SEBI guidelines on derivatives, the fund manager willemploy various other stock and index derivative strategies by buying or selling stock/index futures and/or options.


The objective of the strategy is to earn low volatility consistent returns.




Valuation of Derivative Products

a) 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 from time to time.

b) The valuation of un-traded derivatives shall be done in accordance with the valuation method for un-traded investments prescribed in sub clauses (i) and (ii) of clause 2 of the Eighth Schedule to the Securitiesand Exchange Board of India (Mutual Funds) Regulations, 1996 as amended from time to time.

The following information provides a basic idea as to the nature of the derivative instruments proposed to be used by theFund and the benefits and risks attached there with.

l) Investment Restrictions for the Scheme

Pursuant to the Regulations and amendments thereto, the following investment restrictions are presently applicable tothe Scheme:

1) 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 underthe SEBI Act. Such investment limit may be extended to 20% of the NAV of the scheme with the prior approval ofthe 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. With respect to investments in securitized debt(mortgage backed securities/asset backed securities), issuer would be considered to be the originator of underlyingreceivables of assets such as mortgage backed securities / asset backed securities / collaterialised debt obligationsetc. in which the scheme/plan has invested and not the Trust/SPV.

2) A mutual fund scheme shall not invest more than 10% of its NAV in un rated debt instruments issued by a singleissuer and the total investment in such instruments shall not exceed 25% of the NAV of the scheme. All suchinvestments shall be made by an internal committee constituted by AMC to approve the investment in un-rateddebt securities in terms of the parameters approved by the Board of Trustees and the Board of Asset ManagementCompany.

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 1 & 2 above.

3) The Fund under all its schemes shall not own more than 10% of any company’s paid up capital carrying votingrights.

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 basisshall have 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.


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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, and no investment management fees shall be charged for investing in other schemes of theFund or in the schemes of any other mutual fund. The limits of 5% and the prohibition of charging of fees shallnot be applicable as per the SEBI Circular No. SEBI/IMD/CIRCULAR NO7/73202/06 Dated 2nd August 2006.

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 delivery ofrelative securities and in all cases of sale, deliver the securities and will not make any short sales or engage in carryforward transaction or badla finance. Provided that mutual funds shall enter into derivatives transactions in arecognised stock exchange for the purpose of hedging and portfolio balancing, in accordance with the guidelinesissued by SEBI.

8) All the Scheme’s investments will be in transferable securities (whether in capital markets or money markets) or inprivately 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

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

c) the listed securities of group companies of the Sponsor which is in excess of 25% of the net assets ofthe scheme of the Mutual Fund.

11) No mutual fund scheme shall invest more than 10% of its NAV in equity shares of any one company.

12) No open-ended mutual fund scheme shall invest more than 5% of its NAV in unlisted equity shares or equityrelated instruments.

13) 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 exceed aperiod of 6 months.

14) Pending deployment of funds of a scheme in securities in terms of investment objectives of the Scheme, the AMCcan invest the funds of the Scheme in short term deposits of scheduled commercial banks or in call deposits. Inaccordance with SEBI Circular no SEBI/IMD/CIR No. 1/91171/07 dated 16th April 2007, following guidelines shallbe followed for parking of funds in short term deposits of Scheduled commercial Banks pending deployment1 “Short Term” for such parking of funds by mutual funds shall be treated as a period not exceeding 91

days.2 Such short-term deposits shall be held in the name of the concerned scheme.3 No mutual fund scheme shall park more than 15% of the net assets in Short term deposit(s) of all the

scheduled commercial banks put together. However, it may be raised to 20% with prior approval of thetrustees. Also, parking of funds in short term deposits of associate and sponsor scheduled commercialbanks together shall not exceed 20% of total deployment by the mutual fund in short term deposits.

4 No mutual fund scheme shall park more than 10% of the net assets in short term deposit(s), with anyone scheduled commercial bank including its subsidiaries.

5 Trustees shall ensure that no funds of a scheme may be parked in short-term deposit of a bank, whichhas invested in that scheme.

6 Asset Management Company (AMC) shall not be permitted to charge any investment management andadvisory fees for parking of funds in short term deposits of scheduled commercial banks in case of liquidand debt oriented schemes.

7 All funds parked in short-term deposit(s) shall be disclosed in half yearly portfolio statements under aseparate heading. Details such as name of the bank, amount of funds parked, percentage of NAV maybe disclosed.

8 Trustees shall certify in the half-yearly reports that the provision of the Regulation pertaining to parkingof funds in short term deposits - pending deployment is being complied with at all points of time. Furtherthe AMC shall also certify the same in its bi-monthly compliance test report.

15) 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.

16) The Mutual Fund having an aggregate of securities which are worth Rs.10 crores or more, as on the latest balancesheet date, shall subject to such instructions as may be issued from time to time by the Board, settle theirtransactions entered on or after January 15, 1998 only through dematerialised securities. Further, all transactionsin government securities shall be in dematerialised form.

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m) Underwriting by the Fund

Subject to the Regulations, the Scheme may enter into underwriting agreements after the Fund obtains a certificate ofregistration in terms of the Securities and Exchange Board of India (Underwriters) Rules and the Securities and ExchangeBoard 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 Scheme will be computed by dividing the net assets of the Scheme by the number of Unitsoutstanding on the valuation date. The Fund shall value its investments according to the valuation norms, as specifiedin Schedule VIII of the Regulations, or such norms as may be prescribed by SEBI from time to time.

Process for computation of daily NAV.

Where the Fund invests in the scheme(s) of a Fund domiciled outside India, under normal circumstances, the valuationwill be carried out on the basis of the latest available NAV of such Fund at 6.30 p.m. IST.

The illustration of the process that would be followed such as in the case of an investment by the Fund in theInternational Opportunities Funds – Asian Equity is given below:

For the purpose of valuation and publication of NAV of ICICI Prudential - Indo Asia Equity Fund and its updation in theAMFI website as at least 65% of the net assets of the scheme will be invested in Indian securities, the price will be takenon the basis of last quoted closing price in India. Also as initially the balance upto 35% is envisaged to be invested inthe share class of IOF-Asian Equity Fund which publishes daily NAV, the latest available day end NAV of IOF-Asian EquityFund at 6.30 p.m will be taken up for computation of NAV at ICICI Prudential - India level so as to ensure that the NAVof ICICI Prudential-Indo Asia Equity Fund is updated on the AMFI website by 9 p.m. under normal circumstances.

The broad valuation norms are detailed below:

1. Traded Securities:

(i) The securities shall be valued at the last quoted closing price on the stock exchange.

(ii) When the securities are traded on more than one recognised stock exchange, the securities shall be valued at thelast quoted closing price on the stock exchange where the security is principally traded. However the assetmanagement company will select the appropriate stock exchange and the reasons for the selection should berecorded in writing.


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(iii) When on a particular valuation day, a security has not been traded on the Principal stock exchange, the value atwhich it is traded on another stock exchange may be used.

(iv) When a security (other than debt securities) is not traded on any stock exchange on a particular valuation day, thevalue at which it was traded on the selected stock exchange, as the case may be, on the earliest previous day maybe used provided such date is not more than thirty days prior to valuation date.

When a debt security (other than Government Securities) is not traded on any stock exchange on any particular valuationday, the value at which it was traded on the principal stock exchange or any other stock exchange, as the case may be,on the earliest previous day may be used provided such date is not more than fifteen days prior to valuation date. Whena debt security (other than Government Securities) is purchased by way of private placement, the value at which it wasbought may be used for a period of fifteen days beginning from the date of purchase.

2. Thinly Traded Securities:

(i) Thinly Traded Equity/Equity Related Securities:

“When trading in an equity/equity related security (such as convertible debentures, equity warrants, etc.) in amonth is both less than Rs. 5 lacs and the total volume is less than 50,000 shares, it shall be considered as a thinlytraded security and valued accordingly”.

For example, if the volume of trade is 100,000 and value is Rs. 400,000, the share does not qualify as thinlytraded. Also if the volume traded is 40,000, but the value of trades is Rs. 600,000, the share does not qualify asthinly traded.

In order to determine whether a security is thinly traded or not, the volumes traded in all recognised stockexchanges in India may be taken into account.

(ii) Thinly Traded Debt Securities:

A debt security (other than Government Securities) shall be considered as a thinly traded security if on thevaluation date, there are no individual trades in that security in marketable lots (currently Rs 5 crore) on theprincipal stock exchange or any other stock exchange.

A thinly traded debt security as defined above would be valued as per the norms set for non-traded debt security.

3. Non Traded Securities:

When a security (other than Government Securities) is not traded on any stock exchange for a period of thirty days priorto 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 basis ofthe valuation principles laid down below:

(i) Non-traded / thinly traded equity securities:

(a) Based on the latest available Balance Sheet, net worth shall be calculated as follows:

(b) Net Worth per share = [share capital + reserves (excluding revaluation reserves) – Misc. expenditure andDebit Balance in P&L A/c] Divided by number of Paid up Shares.

(c) Average capitalisation rate (P/E ratio) for the industry based upon either BSE or NSE data (which shouldbe followed consistently and changes, if any noted with proper justification thereof) shall be taken anddiscounted by 75% i.e. only 25% of the Industry average P/E shall be taken as capitalisation rate (P/Eratio). Earnings per share of the latest audited annual accounts will be considered for this purpose.

(d) The value as per the net worth value per share and the capital earning value calculated as above shall beaveraged and further discounted by 10% for ill-liquidity so as to arrive at the fair value per share.

(e) In case the EPS is negative, EPS value for that year shall be taken as zero for arriving at capitalised earning.

(f) In case where the latest balance sheet of the company is not available within nine months from the closeof the year, unless the accounting year is changed, the shares of such companies shall be valued at zero.

(g) In case an individual security accounts for more than 5% of the total assets of the scheme, an independentvaluer shall be appointed for the valuation of the said security.

To determine if a security accounts for more than 5% of the total assets of the scheme, it should be valued by theprocedure above and the proportion which it bears to the total net assets of the scheme to which it belongswould be compared on the date of valuation.

(ii) (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 uniformlyover the remaining maturity period of the instruments) a similar process should be adopted for non-traded debt securities with residual maturity of upto 182 days, in the absence of any other standardbenchmarks in the market. Debt securities purchased with residual maturity of upto 182 days are to be

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valued at cost (including accrued interest till the beginning of the day) plus the difference between theredemption value (inclusive of interest) and cost spread uniformly over the remaining maturity period ofthe instrument. In case of a debt security with maturity greater than 182 days at the time of purchase,the last valuation price plus accrued interest should be used instead of purchase cost. All other nontraded Non Government debt instruments shall be valued using the method suggested in (ii)(b).

(ii) (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 securitieswould further be classified as “Performing” and “Non Performing” assets

All Non Government investment grade debt securities, classified as not traded, shall be valued onyield to maturity basis as described in the applicable SEBI circular.

All Non Government non investment grade performing debt securities would be valued at a discountof 25% to the face value

All Non Government non-investment grade non-performing debt securities would be valued basedon the provisioning norms.

Valuation of Unlisted Equity Shares:

Unlisted equity shares of a company shall be valued “in good faith” on the basis of the valuation principles laid downbelow:

a. Based on the latest available audited balance sheet, net worth shall be calculated as lower of (i) and (ii) below:

i. Net worth per share = [share capital plus free reserves (excluding revaluation reserves) minus Miscellaneousexpenditure not written off or deferred revenue expenditure, intangible assets and accumulated losses]divided by Number of Paid up Shares.

ii. After taking into account the outstanding warrants and options, Net worth per share shall again becalculated and shall be = [share capital plus consideration on exercise of Option/Warrants received/receivable by the Company plus free reserves(excluding revaluation reserves) minus Miscellaneousexpenditure not written off or deferred revenue expenditure, intangible assets and accumulated losses]divided by {Number of Paid up Shares plus Number of Shares that would be obtained on conversion/exercise of Outstanding Warrants and Options}

The lower of (i) and (ii) above shall be used for calculation of net worth per share and for further calculation in (c)below.

(b) Average capitalisation rate (P/E ratio) for the industry based upon either BSE or NSE data (which should befollowed consistently and changes, if any, noted with proper justification thereof) shall be taken and discountedby 75% i.e. only 25% of the Industry average P/E shall be taken as capitalisation rate (P/E ratio). Earnings per shareof the latest audited annual accounts will be considered for this purpose.

(c) The value as per the net worth value per share and the capital earning value calculated as above shall be averagedand further discounted by 15% for illiquidity so as to arrive at the fair value per share.

The above methodology for valuation shall be subject to the following conditions:

i. All calculations as aforesaid shall be based on audited accounts.

ii. In case where the latest balance sheet of the company is not available within nine months from the close of theyear, unless the accounting year is changed, the shares of such companies shall be valued at zero.

iii. If the net worth of the company is negative, the share would be marked down to zero.

iv. In case the EPS is negative, EPS value for that year shall be taken as zero for arriving at capitalised earning.

v. In case an individual security accounts for more than 5% of the total assets of the scheme, an independent valuershall be appointed for the valuation of the said security. To determine if a security accounts for more than 5% ofthe total assets of the scheme, it should be valued in accordance with the procedure as mentioned above on thedate of valuation.

vi. At the discretion of the AMC and with the approval of the trustees, an unlisted equity share may be valued at aprice lower than the value derived using the aforesaid methodology.

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 to final maturityand 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 valuing to thematurity date is to be taken as the value of the instrument.


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Securities with Put option:

The securities with put option shall be valued at the higher of the value as obtained by valuing the security to final maturityand valuing the security to put option

In case there are multiple put options, the highest value obtained by valuing to the various put dates and valuing to thematurity 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 day and would bevalued accordingly.

(i) Government securities.

Government securities will be valued at yield to maturity based on the prevailing market rate

Illiquid Securities:

(a) Aggregate value of “illiquid securities” of scheme, which are defined as non-traded, thinly traded and unlistedequity shares, shall not exceed 15% of the total assets of the scheme and any illiquid securities held above 15%of the total assets shall be assigned zero value.

Provided that in case any scheme has illiquid securities in excess of 15% of total assets as on September 30, 2000then such a scheme shall within a period of two years bring down the ratio of illiquid securities within theprescribed limit of 15% in the following time frame:

(i) all the illiquid securities above 20% of total assets of the scheme shall be assigned zero value onSeptember 30, 2001.

(ii) All the illiquid securities above 15% of total assets of the scheme shall be assigned zero value onSeptember 30, 2002.

(b) All funds shall disclose as on March 31 and September 30 the scheme-wise total illiquid securities in value andpercentage of the net assets while making disclosures of half yearly portfolios to the unitholders. In the list ofinvestments, an asterisk mark shall also be given against all such investments, which are recognised as illiquidsecurities.

(c) Mutual Funds shall not be allowed to transfer illiquid securities among their schemes w.e.f. October 1, 2000.

(d) In respect of closed ended funds, for the purposes of valuation of illiquid securities, the limits of 15% and 20%applicable to open-ended funds should be increased to 20% and 25% respectively.

(e) Where a scheme has illiquid securities as at September 30, 2001 not exceeding 15% in the case of an open-endedfund and 20% in the case of closed fund, the concessions of giving time period for reducing the illiquid securityto the prescribed limits would not be applicable and at all time the excess over 15% or 20% shall be assigned nilvalue.

ii) Value of “Rights” entitlement

a) Until they are traded, the value of the “rights” entitlement would be calculated as:Vr = n/m x (Pex – Pof)whereVr = Value of rightsn = no. of rights Offeredm = no. of original shares heldPex = Ex-Rights pricePof = Rights Offer price

b) Where the rights are not traded pari-passu with the existing shares, suitable adjustments would be made to thevalue of rights. Where it is decided not to subscribe for the rights but to renounce them and renunciations arebeing traded, the rights would be valued at the renunciation value.

iii) 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 day-to-day basis.The minor expenses and income will be accrued on a periodic basis, provided the non daily accrual does not affect theNAV calculations by more than 1%.

iv) 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 first valuation datefollowing the date of transaction. If this is not possible, given the frequency of NAV disclosure, the recording may bedelayed up to a period of seven days following the date of the transaction, provided as a result of such non recording,the NAV calculation shall not be affected by more than 1%.

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The valuation guidelines as outlined above are as per prevailing Regulations and are subject to change from time totime in conformity with changes made by SEBI.

v) 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) ofclause 1 of the Eighth Schedule to the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.

(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 and ExchangeBoard of India (Mutual Funds) Regulations, 1996.

NAV of units under the Scheme shall be calculated as shown below :

Market or Fair Value of Scheme’s investments + Current Assets – Current Liabilities and ProvisionNAV (Rs.) =

No. of Units outstanding under Scheme

The NAV of the Scheme will be calculated as of the close of every Business Day. The valuation of the Scheme’s assets andcalculation of the Scheme’s NAV shall be subject to audit on an annual basis and such regulations as may be prescribedby SEBI from time to time.

vi) Valuation of Investments in -Asian Equity Fund(s) /Foreign Securities

The valuation of the investment in the units of the -Asian Equity Fund (s) will be based on the NAV of the Fund (s) on thedate of valuation converted into Indian rupees.

The valuation of foreign investments as well as their conversion into domestic currency would be done as follows:

1. Where the Fund is investing into units/share classes in overseas fund, the last available NAV of the fund will be thebasis for valuation on a daily basis. The currency rate for conversion to INR will be the RBI Reference rate at theclose of banking hours of the relevant business day in India. The Trustees reserve the right to change the sourcefor determining the exchange rate.

2. Where investments are made in listed foreign equity securities, the last quoted closing price on the relevant stockexchange being the stock exchange where the securities are principally traded shall ordinarily be used. However,the AMC will select the appropriate stock exchange in case a security is listed on more than one stock exchangeand the reasons for the selection will be recorded in writing. Any subsequent change in the reference stockexchange used for valuation will be necessarily backed by reasons for such change being recorded in writing bythe AMC. However, in case of extreme volatility in other markets post the closure of the relevant markets, the AMCreserves the right to fair value the security. When on a particular valuation day, a security has not been traded onthe selected stock exchange; the value at which it is traded on another stock exchange or last quoted price ondocumented stock exchange will be used. On valuation date, all assets and liabilities in foreign currency will bevalued in Indian Rupees at the RBI reference rate as at the close of banking hours on the relevant business day inIndia. The Trustees reserve the right to change the source for determining the exchange rate. The Rupee value ofInvestments valued in the manner described above and other assets and liabilities represented in US Dollars/relevant currency shall be obtained by multiplying it with the aforesaid rate. The prevalent tax laws of therespective jurisdiction for any trades would be applicable.

3. The Fund will initially invest in units of the International Opportunities Fund (I.O.F). If the Fund subsequentlychoose to make investments in securities directly, the Fund will be guided the Principles of ‘Fair Valuation’ whereit invests in securities and will adopt the best practices enshrined in Part II of the US –SEC issued letter of April 30,2001.

4. On the Valuation Day, the securities issued outside India and listed on the stock exchanges outside India shall bevalued at the closing price on the stock exchange at which it is listed or at the last available traded price. Howeverin case a security is listed on more than one stock exchange, the AMC reserves the right to determine the stockexchange, the price of which would be used for the purpose of valuation of that security. Further in case ofextreme volatility in the international markets, the securities listed in those markets may be valued on a fair valuebasis. Where the Fund invests in the scheme(s) of a Fund domiciled outside India, the valuation will be carried outon the basis of the latest available NAV of such Fund at 6.30 p.m. IST.

Due to difference in time zones of different markets, in case the closing prices of securities/NAV are not available withina given time frame to enable the AMC to upload the NAVs for a Valuation Day, the AMC may use the last available tradedprice for the purpose of valuation. The use of the closing price / last available traded price for the purpose of valuationwill also be based on the practice followed in a particular market. In case any particular security is not traded on theValuation Day, the same shall be valued on a fair value basis by the Valuation Committee of the AMC.


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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 Scheme, shall keep and maintain proper books of account, records and documents, so as toexplain its transactions and to disclose at any point of time the financial position of the Scheme 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, the Scheme 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) Dividend income earned by the Scheme shall be recognized, not on the date the dividend is declared, but on thedate the share is quoted on an ex-dividend basis. For investments, which are not quoted on the stock exchange,dividend income would be recognized on the date of declaration of dividend.

d) 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 the dateof sale must not be treated as an addition to sale value but shall be credited to Interest Recoverable Account.

e) 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.

f) 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 Scheme obtains an enforceableobligation to pay the price or, in the event of a sale, when the Scheme obtains an enforceable right to collect theproceeds of sale or an enforceable obligation to deliver the instruments sold.

g) Bonus shares to which the Scheme becomes entitled shall be recognized only when the original shares on whichthe bonus entitlement accrues are traded on the stock exchange on an ex-bonus basis. Similarly, rights entitlementsshall be recognized only when the original shares on which the right entitlement accrues are traded on the stockexchange on an ex-right basis.

h) Where income receivable on investments has been accrued and has not been received for a period as specified inthe Regulation/guidelines issued by SEBI, provision shall be made by debit to the revenue account for the incomeso accrued in the manner specified by SEBI.

i) When units are sold in the Scheme, 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 Fund butis only an adjustment to the distributable surplus. It shall therefore be reflected in the Revenue Account only afterthe net income of the Fund is determined.

j) 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, the facevalue 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.

k) 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.

l) Underwriting commission shall be recognized as revenue only when there is no devolvement on the Scheme.Where there is devolvement on the Scheme, the full underwriting commission received and not merely theportion applicable to the devolvement shall be reduced from the cost of the investment.

m) An asset shall be classified as non-performing if the interest and/or principle amount have not been received orremained outstanding for one quarter from the date such income/installment have fallen due and relevantguidelines for identification and provisioning for non-performing assets for mutual fund will be applicable.

The accounting policies and standards outlined above are as per the existing Regulations and are subject to change asper changes in the Regulations.

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SECTION III

UNITS & THE NEW FUND OFFER

GENERAL INFORMATION

a) Minimum Subscription Amount

The scheme seeks to raise a minimum subscription of Rs.5 Crores during the New Fund Offer Period. There is nomaximum amount in respect of the Scheme either during the New Fund Offer Period or on ongoing basis.

b) Offer Price

The corpus of the Scheme will be divided into Units having an initial value of Rs.10 each. Units can be purchased at thisprice during the New Fund Offer Period subject to applicable load.

c) Minimum Amount for Application

Minimum application amount Retail Option Rs. 5,000 (plus in multiple of Re.1).

Institutional Option Rs. 5,00,00,000/- (plus in multiple of Re.1)

Minimum additional amount Retail Option Rs. 1,000/- (plus in multiple of Re.1).

Institutional Option Rs. 10,000 (plus in multiple of Re.1)

d) New Fund Offer Expenses: In accordance with the provisions of SEBI Circular no. SEBI/IMD/CIR No.1/64057/06 datedApril 04, 2006, no New Fund Offer Expenses will be charged to the Scheme

As per Guidelines issued by SEBI, Open ended scheme should meet the sales, marketing and other expenses connectedwith sales and distribution of schemes from the entry load and not through initial issue expenses. In case of ICICIPrudential Indo Asia Equity Fund, no New Fund Offer Expenses will be charged to the Scheme.

e) Options offered under the Scheme

Investors under the ICICI Prudential Indo Asia Equity Fund have a choice of a Retail Option and an Institutional Option.Only growth sub - option is available under Institutional Option. The Retail Option has two sub options namely Growth& Divided with payout and Dividend reinvestment facility and if the investors fails to specify the sub-options under theRetail Option then Dividend Reinvestment shall be default sub – option. If any investor fails to specify options under thescheme then the Retail Option with Dividend reinvestment facility will be default option.

Both the Options under the Scheme will have the same portfolio. The Trustees may at their discretion add one or moreadditional options/sub-options under the Scheme.

The investors opting for Dividend Sub Option may choose to reinvest the dividend to be received by them in additionalUnits of the Scheme. Under this provision, the dividend due and payable to the Unitholders will be compulsorily andwithout any further act by the Unitholders reinvested in the Scheme. The dividends so reinvested shall be constructivepayment of dividends to the Unitholders and constructive receipt of the same amount from each Unitholder forreinvestment in Units.

On reinvestment of dividends, the number of units to the credit of Unitholder will increase to the extent of the dividendreinvested divided by the NAV applicable as explained above. There shall, however, be no entry load on the dividends soreinvested.

The Trustee reserves the right to declare dividends under the dividend option of the Scheme depending on the netdistributable surplus available under the Scheme. It should, however, be noted that actual distribution of dividends andthe frequency of distribution will depend, inter-alia, on the availability of distributable surplus and will be entirely at thediscretion of the Trustee.

The Trustees reserve right to introduce any other option(s)/sub-option(s) under the Scheme at a later date, by providinga notice to the investors on the AMC’s website and by issuing a press release, prior to introduction of such option(s)/sub-option(s).

f) 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.

g) Systematic Investment Plan (SIP)

Systematic Investment Plan is only available under Retail Option of the Scheme. The Unitholders of the Scheme canbenefit by investing specific Rupee amounts periodically, for a continuous period. The SIP allows the investors to investa fixed equal amount of Rupees subject to minimum of Rs. 1,000/-. and multiples of Re. 1 every month for purchasingadditional Units of the Scheme at NAV based prices. Investors can enroll themselves for SIP in the Scheme by tickingappropriate box on the application form or by subsequently making a written request to that effect to the Registrar.


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The Unitholders opting for SIP may begin their investment with minimum amount of Rs.1,000/- in the Scheme, subjectto the offering of the Units for Purchase after the New Fund Offer Period as stated in “Purchase of Units after the NewFund Offer Period” at page 78. The Unitholders who wish to opt for SIP can start his /her investments with a minimumof Rs.1,000 or multiples of Re.1 thereof plus 5 post dated cheques for a minimum of Rs. 1000, for a block of 5 monthsin advance. The cheques should be dated 1st or 7th or 10th or 15th or 25th of the respective months. Investors can subscribethrough SIP by using Auto Debit/Standing Instruction facilities offered by the Banks. An entry load of 2.25 % will becharged on the SIP amount invested into the Scheme. However, the amount so invested into the Scheme will have an exitload equivalent to 1% if the units are redeemed before 6 months

The cheques/Standing Instructions should be in favour of “ICICI Prudential Indo Asia Equity Fund” and crossed“Account Payee Only”, and the cheques must be payable at the centre where the applications are submitted to theCustomer Service Centre. Units will be allotted for the amount net of the bank charges, if any. On receipt of the post-dated cheques, the Registrar/AMC will send a letter to the Unitholder confirming that his/her name has been includedin the Systematic Investment Plan. The cheques will be presented on the dates mentioned on the cheque and Units willbe allotted accordingly. Within 3 Business Days of such allotment, a fresh Account Statement / Transaction Confirmationwill be mailed to the Unitholder, indicating the new balance to his/her credit in the Account. An investor will have theright to discontinue the Systematic Investment Plan, subject to giving 14 day(s) prior notice to the Registrar/AMC.

h) Systematic Withdrawal Plan (SWP)

Systematic Withdrawal Plan (SWP) is only available under Retail Option of the Scheme. Unitholders of the Scheme havethe benefit of enrolling themselves in the Systematic Withdrawal Plan. The SWP allows the Unitholder to withdraw aspecified sum of money each month from his investments in the Scheme. SWP is ideal for investors seeking a regularinflow of funds for their needs. It is also ideally suited to retirees or individuals who wish to invest lump-sum andwithdraw from the investment over a period of time. The minimum amount, which the Unitholder can withdraw, isRs.500 and in multiples of Re. 1. The Unitholder may avail of this facility by sending a written request to the Registrar.This facility will be available starting from not later than 31st day after the close of the New Fund Offer Period.

The amount thus withdrawn by Redemption will be equated into Units at Applicable NAV based prices and the numberof Units so arrived at will be subtracted from the Units balance to the credit of that Unitholder. The Fund may close aUnitholder’s account if the balance falls below Rs.5,000 and the investor fails to invest sufficient funds to bring thevalue of the account up to Rs.5,000 within 30 days, after a written intimation in this regard is sent to the Unitholder.

Unitholders may change the amount indicated in the SWP, subject to a minimum amount of Rs.500 and in multiples ofRe. 1. The SWP may be terminated on a written notice by a Unitholder of the Scheme and it will terminate automaticallyif all Units are liquidated or withdrawn from the account or upon the Funds receipt of notification of death or incapacityof the Unitholder.

i) Systematic Transfer Plan (STP)

Systematic Transfer Plan (STP) is only available under Retail Option of the Scheme. Systematic Transfer Plan (STP) is anoption wherein Unit holders of designated open-ended debt schemes can opt to transfer a fixed amount at regularintervals and provide standing instructions to the AMC to switch the same into the scheme. The amount transferredunder STP from Source scheme to the Scheme shall be done by redeeming Units of Source scheme at Applicable NAV,subject to exit load, if any; and subscribing to the Units of the Scheme at Applicable NAV as on specified date of a monthor a quarter. In case these dates fall on a holiday or book closure period, the next Business Day will be considered for thispurpose. STP will be automatically terminated if all Units are liquidated or withdrawn from the Source scheme orpledged or upon receipt of intimation of death of the Unit holder. Further STP would not be applicable in case ofinsufficient balance under the Source Scheme.

The provision of “Minimum Redemption Amount” specified in the offer document(s) of the respective DesignatedSource schemes and “Minimum Application Amount” applicable to the Scheme as specified in this document on page68 will not be applicable for Systematic Transfer Plan.

The Fund reserves the right to include/remove any of its Schemes under the category of ‘Designated Schemes availablefor STP’ from time to time by suitable display of notice on AMC’s Website.

j) How to Switch

Unit holders of the existing schemes of ICICI Prudential Mutual Fund have the right to switch their units/ investments tothe ICICI Prudential Indo Asia Equity Fund during the New Fund Offer period as well.

For switch-in requests received during the New Fund Offer Period (NFO) of the Scheme, the switch-outs requests fromthe Source scheme will be effected based on the applicable NAV of the Source scheme and the available units as on thelast day of the NFO. Whereas the switch-in requests under the Scheme will be processed on the date of the allotment ofthe Units in case of switches received during the New Fund Offer Period. AMC shall not be liable for losses incurred, ifany, by the investor due to the time lag between switch-outs happening on the last day of NFO and the Switch-in intothe Scheme to be processed on the Allotment date.

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On an on-going basis the Unitholders will have the option to switch all or part of their investment from the Scheme toany of the other schemes offered by the Fund provided the offer document of the scheme to which the holdings are tobe switched in, permits such switch.

To effect a switch, a Unitholder must provide clear instructions. A request for a switch may be specified either in termsof amount or in terms of the number of units of the scheme from which the switch is sought. Such instructions may beprovided in writing and lodging the same on any Business Day at any of the Customer Service Centers. An AccountStatement reflecting the new holdings is proposed to be despatched to the Unitholders within 3 Business Days ofcompletion of switch transaction except in case of switch transactions during the New Fund Offer Period of the Scheme.

The switch will be effected by redeeming Units from the scheme in which the Units are held and investing the netproceeds in the other scheme(s), subject to the minimum balance applicable for the respective scheme(s).

The price at which the Units will be switched out of the scheme will be based on the Applicable NAV of the relevantscheme(s) and considering any exit/entry/ combination of entry and exit loads that the Trustee may approve from time totime.

The Switch In from any existing schemes into the ICICI Prudential Indo Asia Equity Fund will be subject to an entry loadas mentioned in the offer document.

Unitholders of the existing schemes intending to switch in during the NFO are requested to fill in fresh application formof this Scheme.

For switches on an ongoing basis, the Applicable NAV for effecting the switch out of the existing open-ended funds willbe the NAV of the Business Day on which the switch request, complete in all respects, is received by the AMC, subject tothe cut-off time and other terms specified in the offer document of the respective existing open-ended schemes.

k) Who can Invest?

The following persons are eligible and may apply for subscription to the Units of the Scheme (subject, whereverrelevant, to purchase of units of Mutual Funds being permitted under respective constitutions and relevant statutoryregulations):

Under Retail option

Resident adult individual 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-repatriationbasis

Foreign Institutional Investors (FIIs) registered with SEBI on full repatriation basis (subject to RBI approval, if any)

Army, Air Force, Navy and other para-military funds

Scientific and Industrial Research Organizations

Mutual fund schemes, as may be permitted by SEBI from time to time.

Under Institutional Option: - Non individual investors using specified institutional application form evidencingpresence of underlying investors who are making direct investments in the scheme.

Any other category of investor who may be notified by Trustees from time to time by display on the website of theAMC.

l) How to apply?

i) New Fund Offer

Application Forms will be available at the collecting bank branches, Brokers, at the corporate office of the AMCand the office of the Registrar.

Applications complete in all respects, may be submitted before closure of the New Fund Offer Period at thedesignated branches of collecting bankers before the closure of the banking hours, at locations mentioned in theApplication Form.


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Kindly retain the acknowledgement slip initialed / stamped by the collecting agency.

ii) Resident Investors- Mode of Payment:

Investors may make payments for subscription to the Units of the Scheme by local cheque/bank draft, drawn onany bank branch. Cheques/demand drafts should be drawn in favour of “ICICI Prudential Indo Asia EquityFund”, and must be crossed “Account Payee Only”. Payments by of cash will not be accepted.

The cheque/demand draft should be payable at the Centre where the application is lodged. The cheque/demanddraft should be drawn on any Bank which is situated at and is a member/sub-member of the Bankers’ ClearingHouse. Cheques/demand drafts drawn on a Bank not participating in the Clearing House will not be accepted.

Payments by Stock invest and out-station and/or post-dated cheques will not be accepted. The Fund willbear the demand draft charges subject to maximum of Rs. 50,000/- per transaction for purchase of units byinvestors residing at location where the Asset Management Company (AMC’s) Customer Service Centers/ CollectionCenters are not located as mentioned in the table below:

Amount of investment Rate of Charges of Demand Draft(s)

Upto Rs. 10,000/- At actuals, subject to a maximum of Rs. 50/-

Above Rs. 10,000/- Rs. 3/- per Rs. 1,000/-

Maximum Charges Rs 50,000

AMC reserves the right to refuse bearing of demand draft charges, in case of investments made by the sameapplicant(s) through multiple applications at its own discretion which will be final and binding on the investor.

Investors residing at places other than where the AMC Customer Service Centers/ Collection Centers are located,are requested to make the payment by way of demand draft(s) after deducting charges as per the rates indicatedin the above table. It may be noted that additional charges, if any, incurred by the investor over and above thelevels indicated above will not be borne by the Fund.

No demand draft charges will be borne by the Fund for purchase of Units by investors residing at such locationswhere the Customer Service Centers/Collection Centers of the AMC are located.

The Trustee shall have absolute discretion to accept/reject any application for purchase of Units, if in the opinionof the Trustee, increasing the size of Scheme’s Unit capital is not in the general interest of the Unitholders, or theTrustee for any other reason believes it would be in the best interest of the Schemes or its Unitholders to accept/reject such an application.

iii) NRIs, FIIs:

NRIs:

In terms of Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000, RBI has granted general permissionto NRIs to purchase, on a repatriation basis units of domestic mutual funds. Further, the general permission is alsogranted to NRIs to sell the units to the mutual funds for repurchase or for the payment of maturity proceeds,provided that the units have been purchased in accordance with the conditions set out in the aforesaid notification.

For the purpose of this section, the term “mutual funds” is as referred to in Clause (23D) of Section 10 of Income-Tax Act 1961.

However, NRI investors, if so desired, also have the option to make their investment on a non-repatriable basis.

In case of NRI investments, the applications and the rupee draft have to be accompanied by the debit certificatefrom the bank on which cheque is drawn.

In case the debit certificate is not provided, the AMC reserves the right to reject the application of the NRIinvestors.

FIIs :

In terms of Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000. RBI has granted general permissionto a registered FII to purchase on a repatriation basis units of domestic mutual funds subject to the conditions setout in the aforesaid notification. Further, the general permission is also granted to FIIs to sell the units to themutual funds for repurchase or for the payment of maturity proceeds, provided that the units have been purchasedin accordance with the conditions set out in the aforesaid notification.

For the purpose of this section, the term “mutual funds” is as referred to in Clause (23D) of Section 10 of Income-Tax Act 1961.

The Rupee Draft in case of NRI and FII investments should drawn in favor of – “ICICI Prudential Indo Asia EquityFund – NRI/FII A/c”

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iv) Mode of Payment on Repatriation basis

FIIs may pay their subscription amounts either by way of inward remittance through normal banking channels orout of funds held in Foreign Currency Account or Non-resident Rupee Account maintained by the FII with adesignated branch of an authorized dealer with the approval of the RBI subject to the terms and conditions setout in the aforesaid notification.

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

In case of NRIs and persons of Indian origin residing abroad, payment may be made by way of Indian Rupee draftspurchased abroad and payable at the collecting bank branch locations of ICICI Bank or by way of cheques drawnon Non-Resident (External) (NRE) Accounts payable at designated ICICI Bank Collection Centres or at specifiedAMC branches.

All cheques/drafts should be made out in favour “ICICI Prudential Indo Asia Equity Fund– NRI /FII A/C” andcrossed “Account Payee Only”. In case Indian Rupee drafts are purchased abroad or from FCNR/NRE A/c. anaccount debit certificate from the Bank issuing the draft confirming the debit shall also be enclosed.

v) Mode of payment on Non-Repatriation basis

In case of NRIs /Persons of Indian origin seeking to apply for Units on a non-repatriation basis, payments may bemade by cheques/demand drafts drawn out of Non-Resident Ordinary (NRO) accounts/ Non-Resident SpecialRupee (NRSR) accounts and Non Resident Non-Repatriable (NRNR) accounts payable at the city where the ApplicationForm is accepted.

vi) Investments of the minor investor on attaining majority:

Upon attaining majority, a minor has to write to the fund, giving his specimen signature duly authenticated by hisbanker as well his new bank mandate, PAN details, UIN details (if applicable as per prevalent SEBI Guidelines) inorder to facilitate the Fund to update its records and permit the erstwhile minor to operate the account in his ownright. In case the necessary details are not provided, then the prevalent provision of the SEBI Regulations shallapply.

vii) Application under Power of Attorney/ Body Corporate/ Registered Society/ Partnership

Every investor, depending on the category under which he/she/ it falls, is required to provide the relevant documentsalongwith the application form as may be prescribed by AMC.

In case of an application under the Power of Attorney or by a limited company, body corporate, registered societyor partnership etc., the relevant Power of Attorney or the relevant resolution or authority to make the applicationas the case may be, or duly certified copy thereof, along with the memorandum and articles of association/bye-laws must be lodged at the Registrar’s Office at the time of submission of application.

In case an investor has issued Power of Attorney (POA) for making investments, switches, redemptions etc. underhis folio, both the signature of the investor and the POA holder have to be clearly captured in the POA documentto be accepted as a valid document. At the time of making redemption / switches the fund would not be in aposition to process the transaction unless, POA holder’s signature is available in the POA.

Original or certified true copies of the following documents should be submitted by Companies/Bodies Corporate/PSUs/Banks and Financial Institutions along-with the application form:

Board resolution authorizing the investment

List of authorized officials to make such investment along with the specimen signature of such authorizedofficials

MOA and AOA/Trust Deed/Bye Laws including certificate of registration/any other incorporation orfoundation documents

The onus of authentication of the documents shall be on the Investors and the AMC/Fund will accept and act onthese in good faith wherever the documents are not expressly authenticated

Submission of these documents by such Investors shall be full and final proof of the corporate investors’ authorityto invest and the AMC/Fund shall not be liable under any circumstances for any defects in the documents sosubmitted.

viii) Joint Applicants

In the event an Account has more than one registered owner, the first-named holder (as determined by referenceto the original Application Form) shall receive the Account Statement, all notices and correspondence withrespect to the Account, as well as the proceeds of any redemption requests or dividends or other distributions. Inaddition, such Unitholders shall have the voting rights, as permitted, associated with such Units, as per theapplicable guidelines.


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Applicants can specify the ‘mode of holding’ in the Application Form as ‘Jointly’ or ‘Anyone or Survivor’. In thecase of holding specified as ‘Jointly’, redemptions and all other requests relating to monetary transactions wouldhave to be signed by all joint holders. However, in cases of holding specified as ‘Anyone or Survivor’, any one ofthe Unitholders will have the power to make redemption requests, without it being necessary for all the Unitholdersto sign. However, in all cases, the proceeds of the redemption will be paid to the first-named holder.

ix) Nomination Facility

The Scheme provides for the nomination facility as permitted under the Regulations.

Nomination Forms are available alongwith the application forms at any of the Customer Service Centres of theAMC.

It may, however, be noted that in the event of death of the Unitholder and in the event a nominee has beennamed, the nominee shall stand transposed in respect of the Units held by the Unit holder. Such nominee (newUnit holder) will hold the Units in trust for and on behalf of the estate of the original Unit holder and his / her legalheirs. Such payments made by the AMC shall be full and valid discharge of the AMC / Fund from all furtherliabilities in respect of 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 IndemnityBond.

Where the units are held by more than one person jointly, the joint unitholders may together nominate a personin whom all the rights in the units shall vest in the event of death of all the joint unit holders.

m) Issuance of Units

Subject to receipt of minimum subscription amount, full allotment will be made to all valid applications received duringthe New Fund Offer Period. Allotment of units will be completed not later than 30 days after the close of the New FundOffer Period.

n) Account Statements

An Account Statement will be sent by ordinary post to each Unitholder, stating the number of Units allotted, not laterthan 30 days from the close of New Fund Offer Period. Where the prior consent of the Unitholder is obtained, theaccount statement will be sent by e-mail only.. The Account Statements shall be non-transferable. If the Unitholder sodesires, non-transferable unit certificates will be issued within six weeks of the receipt of request for the certificate.

In accordance with SEBI Circular No. IMD/CIR/12/80083/2006 dated November 20, 2006 the Fund may, dispatch thestatement of accounts to the unit holders under SIP/STP/SWP once every quarter ending March, June, September andDecember within 10 working days of the end of the respective quarter. However, the first account statement under SIP/STP/SWP shall be issued within 10 working days of the initial investment.

In case of specific request received from investors, the Fund shall provide the account statement to the investors within5 working days from the receipt of such request without any charges. Further, soft copy of the account statement shallbe mailed to the investors under SIP/STP/SWP to their e-mail address on a monthly basis, if so mandated.

The Fund shall provide the account statements to the unit holders who have not transacted during the last six monthsprior to the date of generation of account statements. The account statements may be generated and issued along withthe Portfolio Statement or Annual Report of the scheme. Further, soft copy of the account statements shall be mailed tothe investors’ e-mail address, instead of physical statement, if so mandated

o) Refunds

In accordance with the Regulations, if the Scheme fails to collect the minimum subscription amount specified on Page68, the Fund shall be liable to refund the money to the applicants.

In addition to the above, refund of subscription money to applicants whose applications are invalid for any reasonwhatsoever will commence immediately after the allotment process is completed. Refunds will be completed within sixweeks of the close of the New Fund Offer Period. If the Fund refunds the amount after six weeks, interest @ 15% perannum shall be paid by the AMC. Refund orders will be marked “A/c. Payee only” and drawn in the name of theapplicant in the case of sole applicant and in the name of the first applicant in all other cases. All refund cheques willbe sent by Registered Post A.D.

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. Further any application without the mandatory details suchas the bank mandate are liable to be rejected.

If the Unitholder fails to provide the Bank mandate, the request for redemption would be considered as not valid andthe Fund retains the right to reject/withhold the redemption until a proper bank mandate is furnished by the Unitholderand the provision with respect of penal interest in such cases will not be applicable/ entertained.

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p) Redemption of Units

The Units can be redeemed (i.e. sold back to the Fund), at the Applicable NAV, subject to adjustment of exit load, ifapplicable, commencing from not later than 30 days after the close of the New Fund Offer Period. Redemption requestscan be made by unit holders in amounts, with a minimum of Rs. 500 and in multiples of Re. 1, provided minimumbalance should not fall below Rs. 5000. The Fund reserves the right to close a Unitholder's account if the balance fallsbelow Rs. 5000 and the investors fails to invest sufficient funds to bring the value of the account up to Rs.5000 within30 days, after a written intimation in this regard is sent to the Unitholders.

In case, a unitholder specifies the redemption amount as well as number of Units for redemption, (subject to theminimum redemption amount as mentioned above) the number of Units specified will be considered for deciding theredemption amount. If only the redemption amount is specified by the Unit holder, the Fund will divide the redemptionamount so specified by the Applicable NAV based price to arrive at the number of Units.

If a unitholder submits a redemption/switch-out request mentioning only the name of the Scheme and Folio Numberbut not mentioning the units and the amount for redemption, the Fund shall assume that the redemption/switch-outrequest is for all the units under the stated folio from the Scheme and the option mentioned on the redemption/switch-out request and shall redeem all the units.

i) Redemption Price

The Redemption Price of the Units will be based on the Applicable NAV subject to the prevalent exit loadprovisions. The Redemption Price of the Units will be computed as follows:

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

Subject to the Regulations, the Trustee reserves the right to modify/alter the load structure and may decide tointroduce a differential load structure on the Units subscribed/redeemed on any Business Day. Such changes willbe applicable for prospective investments. The Trustee shall arrange to display a notice in the Customer ServiceCenters of the AMC before the change of the then prevalent load structure. The addendum detailing the changesin load structure will be attached to offer documents and abridged offer documents. The addendum will also becirculated to all the distributors / brokers so that the same can be attached to all the offer documents andabridged offer documents in stock. This addendum will also be sent along with the newsletter to the unitholdersimmediately after the changes. Changes in the load structure may be stamped in the acknowledgement slipissued by the Fund after the changes in load structure. The load collected from the Unitholders under each Planwill be credited to a separate account in the respective Plan accounts and will be offset against distribution andmarketing expenses. Surplus of load, if any, charged over planned marketing and distribution expenses to bedefrayed will be credited to the respective Plans whenever felt appropriate by the AMC.

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.

The Fund shall ensure that the Redemption Price is not lower than 93% of the NAV and the Purchase Price is nothigher than 107% of the NAV, provided that the difference between the Redemption Price and Purchase Price ofthe Units shall not exceed the permissible limit of 7% of the Purchase Price, as provided for under the Regulations.

ii) Applicable NAV

i. Purchases including switch ins: In respect of valid applications received upto the cut-off time, by theMutual Fund alongwith a local cheque or a demand draft payable at par at the place where the applicationis received, the closing NAV of the day on which application is received shall be applicable.

In respect of valid applications received after the cut-off time, by the Mutual Fund alongwith a localcheque or a demand draft payable at par at the place where he application is received, the closing NAVof the next business day shall be applicable.

ii. Redemptions including switch-outs: In respect of valid applications received upto the cut-off time bythe Mutual Fund, same day’s closing NAV shall be applicable. In respect of valid applications receivedafter the cut off time by the Mutual Fund, the closing NAV of the next business day shall be applicable.

iii. Cut-off time for purchase and redemption: 3.00 p.m.

iii) Cooling-off period for web based transactions:

For all web-based transactions under the schemes of ICICI Prudential Mutual Fund, entered through the websiteof the fund viz. www.icicipruamc.com, there would be a cooling off period of 30 minutes before the respectivecut-off times for purchase & sale transactions.

For purchase transactions through the website of the Fund, following rules will apply:

(a) Internet Banking: As stated above, provided the electronic bank confirmation is received simultaneouslyfor web-based transactions using internet banking.


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(b) Applications accompanied by physical cheques/ Demand Drafts: The units will be issued at par, on receiptof physical transaction request at the nearest official point of transaction of the AMC within 3 businessdays from the date of transaction.

(c) The original application form duly signed should reach the AMC immediately after the transaction throughwebsite. If the investor fails to do so, the AMC reserves the right to reject/hold the redemption requestsof such investors.

iv) 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 is specified as‘Jointly’, redemption requests will have to be signed by all joint holders. However, in cases of holding specified as‘Anyone or Survivor’, any one of the Unitholders will have the power to make redemption requests, without itbeing necessary for all the Unitholders to sign. However, in all cases, the proceeds of the redemption will be paidonly 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.

v) Payment of Proceeds

All redemption requests received prior to 3.00 p.m. on any Business Day will be considered accepted on thatBusiness Day, subject to the redemption request being complete in all respects, and will be priced on the basis ofthe Applicable NAV (subject to the applicable load) for that day. Where an application is received after the cut-offtime, as above, the request will be deemed to have been received on the next Business Day. Please see page 76‘Right to Limit Redemption’ and page 76 ‘Suspension of Sale and Redemption of Units’.

As per the Regulations, the Fund shall despatch the redemption proceeds within 10 (ten) Business Days from thedate of acceptance of redemption request at any of the Customer Service Centres, in case of a redemption requestbeing sent by post.

The Fund will, under normal circumstances, endeavor to dispatch redemption cheques within T+10 Business Daysfrom the date of acceptance of the redemption request at any of the Customer Service Centers. The mode ofpayment may be direct credit/ECS/cheque or any other mode as may be decided by AMC in the interest ofinvestors.

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.

In case of fresh investments, the account statement and in case of redemptions the cheque(s) would be sent bycourier. In case, the courier is returned undelivered; the AMC will send the same by Registered Post A D. Thecourier and Postal Department as the case may be shall be treated as agents of the investor / unitholders. Deliveryof the accounts statements and cheques to the courier/ Postal Department as the case may be shall be treated asdelivery to the investor. The Mutual fund/Registrars are not responsible for any delayed delivery or non-delivery ofany consequences thereof.

The AMC shall not be liable to pay for the penal interest, in such cases where AMC has handed over thecorrespondence / cheque to courier Agent / Postal Department within the period stipulated in the Offer Document.

As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account numbersin their applications for purchase or redemption of Units. If the Unitholder fails to provide the Bank mandate,the request for redemption would be considered as not valid and the Fund retains the right to reject/withhold theredemption until a proper bank mandate is furnished by the Unitholder and the provision with respect of penalinterest in such cases will not be applicable/ entertained.

A fresh Account Statement/ Transaction Confirmation Statement will be sent by the Registrar to the redeeminginvestors, indicating the new balance to the credit in the Account.

The Fund may close a Unitholder’s account if, as a consequence of redemption, the balance falls below Rs.5,000and a period of 30 (thirty) days has elapsed after the issue of notice to the Unitholder by the AMC requesting himto bring the amount in the account to the minimum described above and 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 Scheme’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.

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vi) Non receipt of email communication by Investors

When an investor has communicated his/her e-mail address and has provided consent for sending communicationonly through email, the Mutual Fund / Registrars are not responsible for email not reaching the investor and forall consequences thereof.

The Investor shall from time to time intimate the Mutual Fund / its transfer agents about any changes in the emailaddress.

vii) Redemption by NRIs/ FIIs

Credit balances in the account of an NRI/ FIIs investor, may be redeemed by such investors in accordance with theprocedure described above and subject to any procedures laid down by the RBI, if any. Such redemption proceedswill be paid by means of a Rupee cheque payable to the NRI’s/ FIIs or by a foreign currency draft drawn at the thencurrent rates of exchange less bank charges thereof subject to RBI procedures/approvals and less tax deductionsas may be 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.

For the purpose of this section, the term “Mutual Funds” is as referred to in Clause (23D) of Section 10 of Income-Tax Act 1961.

viii) Effect of Redemptions

The Unit Capital and Reserves of the Scheme will stand reduced by an amount equivalent to the product of thenumber of Units redeemed and the Applicable NAV as on the date of redemption.

ix) Fractional Units

Since a request for redemption or purchase is generally made in Rupee amounts and not in terms of number ofUnits of the Scheme, 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.

x) Signature mismatch cases

While processing the redemption / switch out request in case the AMC / Registrar come across a signaturemismatch, then the AMC/ Registrar reserves the right to process the redemption only on the basis of supportingdocuments confirming the identity of the investors. List of such documents would be notified by AMC from timeto time on its website.

xi) Right to Limit Redemptions

After complying with the regulatory requirements, the Trustee and the Board of Directors of the AMC may, in thegeneral interest of the Unitholders of the Scheme offered under this Offer Document and keeping in view theunforeseen circumstances/unusual market conditions, limit the total number of Units which may be redeemed onany Business Day to 5% of the total number of Units then in issue, or such other percentage as the Trustee maydetermine.

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 which Redemptionis made. Under such circumstances, to the extent multiple Redemption requests are received at the same time ona single Business Day, Redemptions will be made on pro-rata basis, based on the size of each Redemptionrequest, the balance amount being carried forward for Redemption to the next Business Day(s).

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, intimation would be sent to SEBI in advanceproviding details of circumstances and justification for the proposed action shall also be informed.

xii) 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 ofthe Scheme offered under this Document, and consequently sale and redemption of Units, in any of the followingevents:

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 ofthe Trustee and the AMC, the disposal of the assets of the Scheme is not reasonable, or would notreasonably be practicable without being detrimental to the interests of the Unitholders.


77

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.

xiii) Permanent Account Number (PAN)

In accordance with SEBI Circular no. MRD/Dop/Cir/-05/2007 dated April 27, 2007 and its letter dated June 25,2007, Permanent Account Number (PAN) has been made the sole identification number for all participantstransacting in the securities market, irrespective of the amount of transaction, effective July 02, 2007. PermanentAccount Number (PAN) or copy of acknowledged Form 49A (PAN application) is mandatory for all the purchases/additional purchases/SIP irrespective of the amount of investments for all the existing and prospective investors(including NRIs) including jointholders and guardians in case of investments by Minors. For investments of Rs.50,000 and above, a copy of PAN or Form 60 alongwith copy of acknowledged Form 49A is required to besubmitted.

For existing customers where PAN is available, verification would be carried out with the Income tax database.Incase of failure, communication would be sent to the customers to provide the correct PAN details orcommunication from Income Tax authorities evidencing the validity of PAN. Such folios would be blocked foradditional purchases and future SIP registrations till receipt of the above documents and verification with original.In case of web-based transactions, existing investors would be allowed to transact subject to PAN validation.

All the above documents will be self certified and certified as “verified with originals” either by AMFI certifieddistributor or by the AMC/Registrar and Transfer Agents at the time of acceptance.

The transactions would be rejected or considered to be invalid, if the AMC does not receive the copy of PAN orcopy of acknowledged Form 49A/Form 60 alongwith the application.”

xiv) Dormant Account Locking

Investment Folios under which there are no transactions for last 24 months shall be classified as dormant folios.Redemption, change of address and change of bank requests in such accounts will be put through only aftersecondary checks and such additional safeguards that may be stipulated from time to time.

xv) Prevention of Money Laundering

Prevention of Money Laundering Act, 2002 came into effect from July 1, 2005 vide Notification No. GSR 436(E)dated July 1, 2005 issued by Department of Revenue, Ministry of Finance, Government of India. Further, SEBI videits circular ISD/CIR/RR/AML/1/06 dated January 18, 2006 mandated that all intermediaries including MutualFunds should formulate and implement a proper policy framework as per the guidelines on anti money launderingmeasures and also to adopt a Know Your Customer (KYC) policy. SEBI again issued another circular reference no.ISD/CIR/RR/AML/2/06dated March 20, 2006 advising all intermediaries to take necessary steps to ensure compliancewith the requirement of section 12 of the Act inter-alia maintenance and preservation of records and reporting ofinformation relating to cash and suspicious transactions to Financial Intelligence Unit-India (FIU-IND), New Delhi.

According to guidelines, the investor(s) should ensure that the amount invested in the scheme is throughlegitimate sources only and does not involve and is not designated for the purpose of any contravention orevasion of the provisions of the Income Tax Act, Prevention of Money Laundering Act, Prevention of CorruptionAct and / or any other applicable law in force and also any laws enacted by the Government of India from time totime or any rules, regulations, notifications or directions issued thereunder.

To ensure appropriate identification of the investor(s) under its KYC policy and with a view to monitor transactionsfor the prevention of money laundering, ICICI Prudential AMC / ICICI Prudential Mutual Fund reserves the rightto seek information, record investor’s telephonic calls and / or obtain and retain documentation for establishingthe identity of the investor, proof of residence, source of funds, etc. It may re-verify identity and obtain anyincomplete or additional information for this purpose.

The investor(s) and their attorney, if any, shall produce reliable, independent source documents such asphotographs, certified copies of ration card/ passport/ driving license/PAN card, etc. and/or such documents orproduce such information as may be required from time to time for verification of the identity, residential addressand financial information of the investor(s) by the AMC/Mutual Fund. If the investor(s) or the person makingpayment on behalf of the investor(s), refuses / fails to provide the required documents/ information within theperiod specified in the communication(s) sent by the AMC to the investor(s) then the AMC, after applying

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appropriate due diligence measures, believes that the transaction is suspicious in nature within the purview ofthe Act and SEBI circulars issued from time to time and/or on account of deficiencies in the documentation, shallhave absolute discretion to report suspicious transactions to FIU-IND and / or to freeze the folios of the investor(s),reject any application(s) / allotment of units and effect mandatory redemption of unit holdings of the investor(s)at the applicable NAV subject to payment of exit load, if any, in terms of the said communication sent by the AMCto the investor(s) in this regard. The KYC documentation shall also be mandatorily complied with by the holdersby virtue of operation of law e.g. transmission, etc. ICICI Prudential Mutual Fund, ICICI Prudential AssetManagement Company Limited, ICICI Prudential Trust Limited and their Directors, employees and agents shallnot be liable in any manner for any claims arising whatsoever on account of freezing the folios / rejection of anyapplication / allotment of units or mandatory redemption of units due to non-compliance with the provisions ofthe Act, SEBI circular(s) and KYC policy and / or where the AMC believes that transaction is suspicious in naturewithin the purview of the Act and SEBI circular(s) and reporting the same to FIU-IND. PAN shall be the basis of KYCprocess and once KYC is completed, the PAN shall be quoted at appropriate places for all future reference.

q) Purchase of Units after the New Fund Offer Period

The Scheme shall re-open for fresh subscriptions not later than 30 (Thirty) days after the close of New Fund Offer Period.Applications by new investors (i.e. other than existing Unitholders) must be for a minimum amount as mentioned hereinbelow:

Minimum application amount Retail Option Rs. 5,000/- (plus in multiple of Re.1).

Institutional Option Rs. 5,00,00,000/- (plus in multiple of Re.1)

Minimum additional amount Retail Option Rs. 1,000/- (plus in multiple of Re.1).

Institutional Option Rs. 10,000/- (plus in multiple of Re.1)

AMC reserves the right to reject an application where the cheque of the applicant is returned by the Bank for the reasonof want of funds.

The Trustee shall, after the New Fund Offer Period, have absolute discretion to accept/reject any application for purchaseof Units, if in the opinion of the Trustee, increasing the size of Scheme’s 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 Schemes or its Unitholdersto accept/reject such an application.

i) Purchase Price

The corpus of the Scheme will be divided into Units having an initial value of Rs.10 each. Units can be purchasedat this price during the New Fund Offer Period subject to applicable load. On an on-going basis it is proposed tocharge an entry load in accordance with the provisions given elsewhere in this Offer Document. Notice of thechanges in the load structure shall be made by a suitable display in the Customer Service Centres of the AMC andwill be communicated to the intermediaries and investors in the manner prescribed by SEBI.

The Fund reserves the right to modify entry load or a combination of entry/exit loads, at any time in future, onperspective basis. In such an event, the Purchase/Redemption Price of the Units will be adjusted by using thefollowing formula. The maximum load (entry/exit) under the Scheme will not exceed the limits as prescribed underthe Regulations.

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

The Fund shall ensure that the Redemption Price is not lower than 93% of the NAV and the Purchase Price is nothigher than 107% of the NAV, provided that the difference between the Redemption Price and Purchase Price ofthe Units shall not exceed the permissible limit of 7% of the Purchase Price, as provided for under the Regulations.

ii) How to Purchase?

The application forms for the purchase of Units of the Scheme will be available at the office of the AMC, 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 “ ICICI Prudential Indo Asia EquityFund”. Investors at places other than where the Customer Service Centres are located, are requested to make thepayment after deducting the demand draft charges as mentioned in the offer document on page no.71. The Fundwill not entertain any requests for reimbursement of demand draft charges.

Outstation cheques /Stock invest 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.

Under normal circumstances, an Account Statement will be mailed to the investor indicating the units purchased


79

within 3 business days of acceptance of a valid application for purchase of units and in case the investor hasrequested and provided his/her e-mail address, the Account Statement will be sent by e-mail message only.

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.

iii) Purchase by NRIs

Units will be issued to NRIs subject to the investor providing the required documents to the Fund.

iv) Applicable NAV

(i) Purchases including switch ins: In respect of valid applications received upto the cut-off time by theMutual Fund alongwith a local cheque or a demand draft payable at par at the place where the applicationis received, the closing NAV of the day on which application is received shall be applicable.

In respect of valid applications received after the cut-off time by the Mutual Fund alongwith a localcheque or a demand draft payable at par at the place where he application is received, the closing NAVof the next business day shall be applicable.

(ii) Redemptions including switch outs: In respect of valid applications received upto the cut-off time bythe Mutual Fund, same day’s closing NAV shall be applicable.

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

(iii) Cut-off time for Purchases and Redemptions: 3.00 p.m.

v) Cooling-off period for web based transactions:

For all web-based transactions under the schemes of ICICI Prudential Mutual Fund, entered through the websiteof the fund viz. www.pruicici.com, there would be a cooling off period of 30 minutes before the respective cut-offtimes for purchase and sale transactions.

For purchase transactions through the website of the Fund, following rules will apply:

(a) Internet Banking: As stated above, provided the electronic bank confirmation is received simultaneouslyfor web-based transactions using internet banking.

(b) Applications accompanied by physical cheques/ Demand Drafts: The units will be issued at par, on receiptof physical transaction request at the nearest official point of transaction of the AMC within 3 businessdays from the date of transaction.

(c) The original application form duly signed should reach the AMC immediately after the transaction throughwebsite. If the investor fails to do so, the AMC reserves the right to reject/hold the redemption requestsof such investors.

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SECTION IV

LOAD STRUCTURE, FEES AND EXPENSES

A) LOAD STRUCTURE OF THE SCHEME

During the New Fund Offer as well as Ongoing basis, the load structure of the Scheme will be as under:

Entry Load Retail Option (i) For investment of less than Rs. 5 Crores: 2.25% of applicable NAV(ii) For investment of Rs. 5 Crores and above: Nil

Institutional Option NilExit Load Retail Option (i) For investment of Rs. 5 Crores and above: Nil

(ii) For investment of less than Rs. 5 Crores made during the NFO periodand redeemed before 6 months from the date of allotment: 1% ofapplicable NAV.

(iii) For investment of any amount made after the NFO period: NilInstitutional Option Nil

However, the Trustee shall have a right to prescribe or modify the load structure with prospective effect subject to amaximum prescribed under the Regulations.

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. The Trustee shall arrange to display a notice in theCustomer Service Centers of the AMC before the change of the then prevalent load structure. The addendumdetailing the changes in load structure will be attached to offer documents and abridged offer documents.The addendum will also be circulated to all the distributors / brokers so the same can be attached to all theoffer documents and abridged offer documents in stock. This addendum will also be sent along with thenewsletter to the Unitholders immediately after the changes. Changes in the load structure may be stampedin the acknowledgement slip issued by the Fund after the changes in load structure. The load collected fromthe Unitholders under the Scheme will be credited to a separate account and will be offset against distributionand marketing expenses. Surplus of load, if any, charged over planned marketing and distribution expensesto be defrayed will be credited to the Scheme whenever felt appropriate by the AMC.

B) FEES AND EXPENSES OF THE SCHEME

As per the provisions of the Regulations, read with the amendments thereto, the following fees and expenses will becharged to the Scheme:

i. New Fund Offer Expenses

In accordance with the provisions of SEBI circular No. SEBI/IMD/CIR No.1/64057/06 dated April 04, 2006, noInitial Issue Expenses will be charged to the Scheme.

i. Estimated Recurring Expenses

Retail Option / Institutional Option

Investment Management Fee * 1.25Trustee Fee 0.02Custodian Fee 0.02

Marketing & Selling 0.82Registrar & Transfer Agent 0.15Audit Costs 0.01

Costs of Investor Communications 0.03Bank Charges 0.02Cost of Statutory Advertisements 0.005

Other Expenses 0.005Service Tax 0.17

Total Recurring Expenses 2.50

*Includes the fee payable to offshore manager /offshore fund for managing the overseas portion of the fund.

The management fees and other expenses charged by the mutual fund(s) in foreign countries along with themanagement fee and recurring expenses charged to the domestic mutual fund scheme shall not exceed the totallimits on expenses as prescribed under Regulation 52(6).


81

The purpose of the above table is to assist the investor in understanding the various costs and expenses that aninvestor in the Scheme will bear. These estimates are based on a corpus size of Rs.5 crore under the Scheme andwould change to the extent assets are lower or higher. If the corpus size is in excess of Rs.5 crore, the abovementioned recurring expenses in the Scheme would change. The above expenses are subject to inter-se change andmay increase/decrease as per actual and/or any change in the Regulations.

These estimates have been made in good faith as per information available to the AMC and the total expenses maybe more than as specified in the table above. However, as per the Regulations, the total recurring expenses that canbe charged to the Scheme in this Offer Document shall be subject to the applicable guidelines. Expenses over andabove the permitted limits will be borne by the AMC.

The recurring expenses of the Schemes, and the additional management fee shall be as per the limits prescribed underSub-Regulations (6) of Regulations 52 of the Regulations and shall not exceed the limits prescribed thereunder.

As per the Regulations, the maximum recurring expenses that can be charged to the Scheme shall be subject to apercentage limit 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

2.50% 2.25% 2.00% 1.75%

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

C) NEW FUND OFFER EXPENSES OF THE PAST SCHEMES

i) During the last one fiscal year, ICICI Prudential Mutual Fund launched — ICICI Prudential Fixed Maturity Plan– Series 32, ICICI Prudential Fixed Maturity Plan – Series 30 – 13 Months Plan, ICICI Prudential Hybrid FixedMaturity Plan –13 Months Plan, ICICI Prudential Fixed Maturity Plan – Series 34 – One Year Plan A, ICICI PrudentialFixed Maturity Plan – Series 34 – 18 Months Plan, ICICI Prudential Fixed Maturity Plan – Series 34 – 17 MonthsPlan, ICICI Prudential Fixed Maturity Plan – Series 34 – Three Months Plus Plan A, ICICI Prudential Fixed MaturityPlan – Series 34 – 16 Months Plan, ICICI Prudential Fixed Maturity Plan – Series 34 – 15 Months Plan, ICICIPrudential Fixed Maturity Plan – Series 34 – Six Months Plan, ICICI Prudential Fixed Maturity Plan – Series 34 – OneYear Plan B, ICICI Prudential Fixed Maturity Plan – Series 35 – Three Months Plan A, ICICI Prudential Fixed MaturityPlan – Series 35 –One Month Plan, ICICI Prudential Fixed Maturity Plan – Series 35 – Three Months Plan C, ICICIPrudential Fixed Maturity Plan – Series 35 – Thirteen Months Plan A, ICICI Prudential Fixed Maturity Plan – Series35 –Thireen Months Plan B, ICICI Prudential Fixed Maturity Plan – Series 37 – Three Months Plan A, ICICIPrudential Fixed Maturity Plan – Series 37 – Three Months Plus Plan A, ICICI Prudential Fixed Maturity Plan – Series37 – Fourteen Months Plan, ICICI Prudential Fixed Maturity Plan – Series 37 – Three Months Plan B, ICICIPrudential Fixed Maturity Plan – Series 37 – One Year Plan A, ICICI Prudential Fixed Maturity Plan – Series 37 – OneMonth Plan, ICICI Prudential Fusion Fund Series II, ICICI Prudential Equity & Derivatives Fund.

ii) New Fund Offer Expenses – Comparison Of Estimated To Actual

The New Fund Offer Expenses of all the above Schemes except ICICI Prudential Fusion Fund Series – II were borneby the AMC. For ICICI Prudential Fusion Fund Series – II, the New Fund Offer expenses to be charged to theScheme was limited to 6% of the amount mobilized during the New Fund Offer Period i.e. Rs. 61.41 crores. ActualExpenses paid as on date is Rs. 59 crores and the balance will be paid in due course.

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D) CONDENSED FINANCIAL INFORMATION:

a) Condensed Financial Information for the period ended March 31, 2005:

Child Care Child Care Short Term Index Fund Long termPlan-Gift Plan-Study Plan Plan

Plan Plan

Historical Per Unit Statistics

Date of Allotment 31-Aug-01 31-Aug-01 25-Oct-01 26-Feb-02 28-Mar-02

NAV at the beginning of the year (Rs.) 19.51 14.13 15.1811

Growth Option / Plan A 11.9440 12.3924

Dividend Option /Plan A 10.6050

Institutional Growth / Plan B 11.9703

Institutional Dividend / Plan B 10.8415

Institutional Fortnightly Dividend 10.8443

Fortnightly Dividend 10.6052

@@ Net Income per unit 4.99 1.82 0.78 48.92 32.83

Dividends (inclusive of distributiontax if, any)

Dividend Option/Plan A Dividend 0.4571 1.9999

Dividend Option Institutional/Plan B 0.4865Dividend Option

Fortnightly Dividend Option 0.4839

Institutional Fortnightly Dividend Option 0.5204

Compounded Annualised Returns 26.86% 12.11% 6.91% 19.24% 10.93%(Based on NAVs of Growth Option)

Benchmark Index Nifty Crisil Crisil Short Nifty CrisilMIP Blended term Bond Composite

Index Fund Bond Fund

Return compared to Benchmark Index 6.44% 4.55% 2.33% -1.30% 10.25%

Net Assets end of period (Rs. Crore) 41.37 26.98 518.24 1.53 1.32

NAV at the end of the period

Growth Option / Plan A 23.46 15.0645 12.5777 17.2347 13.6654

Dividend Option /Plan A 10.6981 10.1893


Institutional Dividend / Plan B 10.9396

Institutional Fortnightly Dividend 10.9069

Fortnightly Dividend 10.6706

Ratio of Recurring Exps to Net Assets 2.00 1.50 1.00 1.25 0.60for Regular Plans/Plan A %

Ratio of Recurring Exps to Net Assets f 0.8or Institutional Plans/Plan B %

Transfer to Reserves Nil Nil Nil Nil Nil


83

Sweep Plan Fixed Maturity Flexible Income Dynamic PlanOne Year Plan – Plan

Series 6 @


Date of Allotment 6-Mar-02 29-Jul-04 27-Sep-02 31-Oct-02

NAV at the beginning of the year (Rs.) 10.9616 *



Quarterly Option 10.6894

@@ Net Income per unit 1.12 0.35 0.36 1.31

Dividends (inclusive of distribution tax if, any)

Dividend Option/Plan A Dividend 0.4000


Compounded Annualised Returns 4.22% 3.43% 8.14% 50.56%(Based on NAVs of Growth Option)

Benchmark Index Crisil Liquid CRISIL NiftyFund $ Composite

Bond Fund

Return compared to Benchmark Index -0.59% $ 1.66% 26.30%

Net Assets end of period (Rs. Crore) 10.81 224.49 101.71 266.72


Growth Option / Plan A 11.3529 10.3433 12.1710 26.8776



Ratio of Recurring Exps to Net Assets 1.00 0.25 1.00 2.42for Regular Plans/Plan A %

Transfer to Reserves Nil Nil Nil Nil

84


SENSEX Gilt Fund Gilt Fund Income FixedPrudential Investment Treasury Multiplier Maturity

ICICI Plan - PF Plan - PF Fund Plan –Exchange Option Option Series 24 –

Traded YearlyFund


Date of Allotment 10-Jan-03 19-Nov-03 11-Feb-04 30-Mar-04 20-Mar-04NAV at the beginning of the year (Rs.) 56.2998 10.2906 10.1633 9.924 10.0176@@ Net Income per unit 830.77 0.18 0.21 0.45 0.25Compounded Annualised Returns 35.34% 3.08% 3.93% *8.84% *5.14%(Based on NAVs of Growth Option)Benchmark Index BSE SENSEX I-Sec Li Bex I-Sec Si Bex Crisil MIP $

BlendedIndex

Return compared to Benchmark Index 0.74% 3.48% -0.97% 7.50% $Net Assets end of period (Rs. Crore) 0.55 118.23 111.20 128.08 142.77NAV at the end of the periodGrowth Option / Plan A 65.7990 10.4224 10.4466 10.8862 10.5308Ratio of Recurring Exps to Net Assets for 0.80 1.10 1.50 2.15 0.20Regular Plans/Plan A %Ratio of Recurring Exps to Net Assets forInstitutional Plans/Plan B %Ratio of Recurring Exps to Net Assets forInstitutional Plus Plan/Plan C %Transfer to Reserves Nil Nil Nil Nil Nil

Advisor Advisor Advisor Advisor AdvisorSeries – Series – Series – Series – Series –

Aggressive Cautious Moderate Very VeryPlan Plan Plan Aggressive Cautious

Plan Plan


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 / Plan A 9.9982 10.2753 10.1643

Dividend NRI Option 9.5898 9.9692 9.7985



Benchmark Index $$ $$ $$ $$ $$

Return compared to Benchmark Index 8.53% 2.14% 5.59% 11.10% 3.77%




Dividend Option /Plan A 11.8089 10.7587 11.1156 12.2955 10.6066

Ratio of Recurring Exps to Net Assets for 0.55 0.35 0.45 0.70 0.20

Regular Plans/Plan A %



85

Discovery Fixed Fixed Fixed FixedFund Maturity Maturity Maturity Maturity

Plan- Plan – Plan – Plan –Series 25- Series 25 Series 25 Series 26-

Quarterly @ (15months) Yearly Quarterly @


Date of Allotment 16-Aug-04 10-Aug-04 17-Aug-04 10-Sep-04 31-Aug-04

NAV at the beginning of the year (Rs.) # # # # #


Dividends (inclusive of distribution tax if, any) 0.2656 0.2522

Compounded Annualised Returns *33.30% *3.44% *3.03% *2.67% *3.04%(Based on NAVs of Growth Option)

Benchmark Index S&P CNX $ $ $ $ Nifty

Return compared to Benchmark Index 6% $ $ $ $







Ratio of Recurring Exps to Net Assets for 2.41 0.15 0.60 0.40 0.15Regular Plans/Plan A %

Ratio of Recurring Exps to Net Assets for 0.25Institutional Plans/Plan B %

Ratio of Recurring Exps to Net Assets forInstitutional Plus Plan/Plan C %


Emerging Fixed Maturity Fixed Maturity PrudentialS.T.A.R. Plan – Plan – ICICI Plan I

(Stocks Targeted Series 5 @ Series 12@At Returns) Fund


Date of Allotment 28-Oct-04 31-Dec-04 14-Dec-04 24-Mar-05NAV at the beginning of the year (Rs.) # # # #@@ Net Income per unit 2.08 0.19 0.21 0.02

Dividends (inclusive of distribution tax if, any) 0.4400Compounded Annualised Returns *18.20% 1.53% 1.55% 0.16%Benchmark Index CNX Nifty Junior $ $ Crisil CompositeBond Fund IndexReturn compared to Benchmark Index -4.38% $ $ 0.05757%

Net Assets end of period (Rs. Crore) 131.14 127.99 406.39 183.03NAV at the end of the periodGrowth Option / Plan A 11.82 10.1535 10.1549 10.0156

Dividend Option /Plan A 11.82 10.1535 10.0156Institutional Growth / Plan B 10.1587 10.1653 10.0160Institutional Dividend / Plan B 10.1587 10.0160

Ratio of Recurring Exps to Net Assets for 2.42 0.46 0.67 0.45Regular Plans/Plan A %

Ratio of Recurring Exps to Net Assets 0.25 0.32 0.25for Institutional Plans/Plan B %


86


Floating Rate Long TermPlan Floating Rate Plan


Date of Allotment 28-Mar-03 15-Sep-04

NAV at the beginning of the year (Rs.) *

Growth Option / Plan A 10.5040


@@ Net Income per unit 0.35 0.15



Dividend Option Institutional/Plan B Dividend Option 0.4812 0.10

Dividend Option Institutional Plus/Plan C Dividend option 0.3308

Institutional Plus Daily/Plan C Dividend Daily 0.3122

Institutional Option Div (daily)/Plan B Dividend Daily 0.3075

Dividend Option Daily/Plan A Dividend Daily 0.2941

Compounded Annualised Returns (Based on NAVs of Growth Option) 4.95% 2.65%

Benchmark Index CRISIL Liquid Fund CRISIL LiquidFund Index

Return compared to Benchmark Index -5.94% 0.31%

Net Assets end of period (Rs. Crore) 2877.70 668.00




Institutional Growth / Plan B 11.0208 10.2921

Institutional Dividend / Plan B 10.0438 10.0105

Institutional Plus Growth Option / Plan C 10.3434

Institutional Plus Dividend / Plan C 10.0072

Daily Dividend / Plan A Daily Dividend 10.0012

Institutional Dividend Daily / Plan B Daily Dividend 10.0012

Institutional Plus Dividend daily / Plan C Daily Dividend 10.0013

Ratio of Recurring Exps to Net Assets for Regular Plans/Plan A % 1.00 1.25

Ratio of Recurring Exps to Net Assets for Institutional Plans/Plan B % 0.75 0.75

Ratio of Recurring Exps to Net Assets for Institutional Plus Plan/Plan C % 0.65 0.75

Transfer to Reserves Nil Nil

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.

2) The additional Plan viz. Plan A, Plan B & Plan C were introduced in ICICI Prudential 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 ICICI Prudential Long Term Floating Rate Plan returns have been computed usingPlan A - 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 March 31, 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.

* ICICI Prudential Income Multiplier Fund, Fixed Maturity Plan Series 24 –Yearly Options and ICICI Prudential DiscoveryFund, ICICI Prudential long Term Floating Rate Plan, Fixed Maturity Plan Series 25 – Quarterly, Yearly, 15 Months Plan,Fixed Maturity Plan Series 26 – Quarterly plan, ICICI Prudential Emerging S.T.A.R. (Stock Targeted At Return) Fund


87

have not completed one year from 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

# 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 ICICI Prudential Fixed Maturity Plan – One Year Plus Series – 6, ICICI Prudential FixedMaturity Plan – Series – 12, ICICI Prudential Fixed Maturity Plan –Series – 5, ICICI Prudential Fixed Maturity Plan -Quarterly Series – 25, ICICI Prudential Fixed Maturity Plan - Quarterly Series – 26 have redeemed their units on July28, 2004 & September 21, 2004, April 5, 2004 & April 21, 2004 respectively and there was fresh subscription onJuly 29, 2004, September 28, 2004, December 14, 2004 & December 31, 2004 at Rs. 10.00, hence, simple absolutereturns have been calculated by considering the date of reopening of the plan, as a date of allotment.

@@ The Net Income per unit mentioned has excluded Income equalization & 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 ICICI Prudential Fixed Maturity Plan Series 23 and ICICI Prudential Fixed Maturity Plan -Series24 -Quarterly have redeemed their units and unit balance are nil as on the date of this report.

$$ As provided in the offer document the Benchmark Indices for various Plans under ICICI Prudential Advisor Series are asgiven below:

Benchmark Indices Aggressive Cautious Moderate Very VeryPlan Plan Plan Aggressive 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%

b) Condensed Financial Information as on March 31, 2006

Gilt Fund – Gilt Fund – Income Fixed MaturityInvestment Plan - Treasury Plan - Multiplier Fund – Plan Yearly

PF Option PF Option Regular Plan Series 24


Date of Allotment 19-Nov-03 11-Feb-04 30-Mar-04 20-Mar-04

NAV at the beginning of the year (Rs.)Growth Option / Plan A 10.4224 10.4466 10.8862 10.5308

Dividend Option /Plan A 10.8862@@Net Income per unit 0.6200 1.0776 1.0916 0.0954Dividends (inclusive of distributiontax if, any)Dividend Option/Plan A Dividend 1.5000 0.0439

Compounded Annualised Returns 3.72% 4.16% 14.37% 5.49%(Based on NAVs of Growth Option)Benchmark Index I –Sec Li - BEX I –Sec Li - BEX CRISIL MIP $

Blended Index

Return compared to Benchmark Index 0.09% (1.16%) 8.72% $Net Assets end of period (Rs. Crore) 79.12 36.92 256.50 847.50NAV at the end of the period

Growth Option / Plan A 10.9025 10.9080 13.0860 11.1469Dividend Option /Plan A 11.5049 10.0116Ratio of Recurring Exps to Net Assets 1.10 1.50 2.13 0.20for Regular Plans/Plan A %Transfer to Reserves Nil Nil Nil Nil

88


Advisor Advisor Advisor Advisor AdvisorSeries – Series – Series – Series – Series –

Aggressive Cautious Moderate Very VeryPlan Plan Plan Aggressive Cautious

Plan Plan


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.)



@@Net Income per unit 3.6377 1.2388 3.2688 8.5400 0.3324


Benchmark Index $$ $$ $$ $$ $$









89

Discovery Long Term Fixed Fixed EmergingFund Floating Maturity Maturity S. T. A. R.

Rate Plan Plan Plan (StocksSeries 25 – Series 25 - targeted at

5 Months Yearly Plan Returns)Plan Fund


Date of Allotment 16-Aug-04 15-Sep-04 17-Aug-04 28-Dec-05 28-Oct-04



Dividend Option /Plan A 13.33 10.0148 11.82

Institutional Growth / Plan B / Direct 10.2921 10.3248

Institutional Dividend / Plan B / Direct 10.0105

@@Net Income per unit 4.1957 1.0489 0.3851 0.1800 3.2243


Dividend Option/Plan A Dividend 4.50 0.4402 0.165 1.00

Dividend Option Institutional/ 0.4670Plan B Dividend Option

Dividend Option Institutional Plus/ 0.1670Plan C Dividend option

Compounded Annualised Returns 76.93% 5.14% 4.27% *1.69% 89.20%(Based on NAVs of Growth Option)

Benchmark Index Nifty CRISIL $ $ CNX Liquid Fund Nifty Junior

Index

Return compared to Benchmark Index 20.00% 0.38% $ $ 56.14%




Dividend Option /Plan A 19.30 10.0882 10.0037 23.12



Institutional Plus Dividend / Plan C 10.0652

FII Growth 10.61


Ratio of Recurring Exps to Net Assets for 0.85 0.25Institutional Plans/Plan B %

Ratio of Recurring Exps to Net Assets for 0.75Institutional Plus Plan/Plan C %

Ratio of Recurring Exps to Net Assets for FII Option 1.00


90


Fixed Fixed Plan I Blended BlendedMaturity Maturity Plan – Plan –

Plan Plan – 1 Plan A Plan BYearly Year Plus

Series 5 Series 12


Date of Allotment 31-Dec-04 14-Dec-04 24-Mar-05 31-May-05 31-May-05




Institutional Growth / Plan B / Direct 10.1587 10.1653 10.0160

Institutional Dividend / Plan B / Direct 10.1587 10.0160

@@Net Income per unit 0.6382 0.5691 0.3734 -0.2130 0.4536



Dividend Option Institutional/Plan B Dividend Option 0.1300

Compounded Annualised Returns 5.55% 5.64% 5.53% *5.37% *4.73%(Based on NAVs of Growth Option)

Benchmark Index $ $ CRISIL CRISIL CRISILComposite Short Term Short TermBond Fund Bond Fund Bond Fund

Index

Return compared to Benchmark Index $ $ 2.04% 2.38% 1.64%





Quarterly Option


Institutional Dividend / Plan B / Direct 10.7230 10.5851 10.2498



91

Infrastructure Services Fixed FixedFund Industries Maturity Maturity

Fund Plan PlanSeries 28 - 4 Series 28 - 16Months Plan Months Plan


Date of Allotment 31-Aug-05 30-Nov-05 23-Jan-06 20-Jan-06

@@Net Income per unit 2.1964 0.7112 0.1201 0.1197



Compounded Annualised Returns *83.33% *53.09% *6.60% *0.07%(Based on NAVs of Growth Option)

Benchmark Index Nifty Nifty $ $

Return compared to Benchmark Index 5.04% (8.03%) $ $

Net Assets end of period (Rs. Crore) 1439.00 532.12 169.42 135.26




Institutional Growth / Plan B / Direct 10.0055


Ratio of Recurring Exps to Net Assets for 1.91 2.20 0.20 0.50Regular Plans/Plan A %

Ratio of Recurring Exps to Net Assets for 0.25Institutional Plans/Plan B %


Notes:1. Returns since inception are for the growth plan in each case.

2. In case of Long Term Floating Rate Plan returns have been computed using Plan A - Growth Option.3. While arriving at Net Income per unit, Income Equalization Reserve and mark to market has not been considered and

it is calculated on the basis of closing units as of March 31, 2006.4. The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of the

period of the respective condensed financial information whereas the returns compared to benchmark index arecomputed for the financial year.

5. Units for Fixed Maturity Plan –Series 25 - Quarterly, Fixed Maturity Plan –Series 6 – Yearly, Fixed Maturity Plan –Series26 – Quarterly, were made nil on 11 August, 2005, 19 August 2005 and 2 September, 2005, respectively.

6. For the schemes where all the units were redeemed during the year and fresh subscription were invited on a laterdate the date of allotment is considered to be the date of reopening and opening NAV is not stated.

7. Nomenclature for ‘FII Option’ for Discovery, Emerging Star and Fusion Schemes is changed to Institutional Option-I’w.e.f. 14th August, 2006.

* Fixed Maturity Plan Series 25 - Yearly Plan, Blended Plan-Plan A, Blended Plan-Plan B, Infrastructure Fund, ServicesIndustries Fund, Fixed Maturity Plan –Series 28- 4 Months Plan and Fixed Maturity Plan Series 28 - 16 Months Planhave not completed one year from 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.

$ Appropriate benchmark index is not available.@ All the units holder under the scheme Fixed Maturity Plan Yearly Series 12, Fixed Maturity Plan Yearly Series 5 have

redeemed their units on 5/4/04, 21/4/04 respectively. There was fresh subscription on14/12/04, 31/12/04 at Rs.10respectively. Thus returns have been calculated from this date.

@@ The Net Income per unit mentioned has excluded Income equalization & 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.

92


$$ As provided in the offer document the Benchmark Indices for various Plans under Advisor Series are as given below:

Benchmark Indices Aggressive Cautious Moderate Very VeryPlan Plan Plan Aggressive Cautious

Plan Plan

Nifty 70 % 15% 40 % 90 % NACrisil Composite Bond Fund Index 25% 70 % 40 % NA 30%Crisil Liquid Fund Index 5 % 15 % 20 % 10 % 70%

c) Condensed Financial Information as on March 31, 2007

ICICI ICICI ICICI ICICI ICICIPrudential Prudential Prudential Prudential PrudentialDiscovery Long Term Fixed Emerging Fixed

Fund Floating Maturity STAR MaturityRate Plan Plan (Stock Plan - Yearly

Series 25 - Targeted Series 5 @@15 Months at Returns)

Plan Fund


Date of Allotment 16-Aug-04 15-Sep-04 17-Aug-04 28-Oct-04 31-Dec-04

NAV at the beginning of the year (Rs.)Growth Option / Plan A 25.23 10.8027 10.6998 24.76 10.6961Dividend Option /Plan A 19.30 10.0882 23.12 10.6961Institutional Growth / Plan B / Direct 10.8750 10.7597 10.7230Institutional Dividend / Plan B / Direct 10.0976 10.7230Institutional Plus Dividend / Plan C 10.0652FII Growth 10.61Net Income per unit@ -0.7902 1.7884 0.6574 1.0643 0.6147Dividends (inclusive of distributiontax if, any)Dividend Option/Plan A Dividend 2.00 0.6284 5.50 1.4726Dividend Option Institutional/ 0.6576Plan B Dividend OptionDividend Option Institutional Plus/ 0.0880Plan C Dividend optionRetail Dividend - 1 0.6612Institutional Dividend - 1 0.6718Compounded Annualised Returns 40.33% 5.72% 5.42% 49.80% 6.39%(Based on NAVs of Growth Option)Benchmark Index Nifty CRISIL $ CNX Nifty $

Liquid JuniorFund Index

Return compared to Benchmark Index (15.95)% 0.27% $ (0.17%) $Net Assets end of period (Rs. Crore) 873.13 113.26 253.01 1058.42 59.99NAV at the end of the periodGrowth Option / Plan A 24.31 11.5186 11.4827 26.61 11.4934Dividend Option /Plan A 16.80 10.1083 19.39 10.0205Retail Growth-I 10.6806Retail Dividend-I 10.0192Institutional Growth / Plan B / Direct 11.6419 11.5875 11.5453Institutional Dividend / Plan B / Direct / 10.1303Institutional QtlyInstitutional Growth-I 10.35 10.44 10.7010Institutional Dividend-I 10.0193Ratio of Recurring Exps to Net Assets 2.03 1.25 0.60 2.01 0.43for Regular Plans/Plan A %Ratio of Recurring Exps to Net Assets for 1.00 0.85 0.25 1.00 0.24Institutional Plans/Plan B/Institutional-I %



93

ICICI ICICI ICICI ICICI ICICIPrudential Prudential Prudential Prudential Prudential

Fixed Blended Blended Infrastru- ServicesMaturity Plan - Plan - Plan B cture Industries

Plan - 1 Year Plan A Fund FundPlus Series

12@@


Date of Allotment 14-Dec-04 31-May-05 31-May-05 31-Aug-05 30-Nov-05






Net Income per unit@ 0.9008 2.6765 3.6034 3.9906 2.5115


Dividend Option/Plan A Dividend 0.2500 0.4000 2.50


Retail Dividend - 1 0.6679

Institutional Dividend - 1 0.6593


Benchmark Index $ CRISIL CRISIL Nifty NiftyShort Term Short TermBond Fund Bond Fund

Index Index

Return compared to Benchmark Index $ 3.71% 1.66% 6.02%% 14.74%





Retail Growth-I 10.6640

Retail Dividend-I 10.0045


Institutional Dividend / Plan B / Direct / 10.6355Institutional Qtly

Institutional Growth-I 10.6834

Institutional Dividend-I 10.0046


Ratio of Recurring Exps to Net Assets for 0.27 1.00Institutional Plans/Plan B/Institutional-I %


94



Fixed Fusion Fund Fixed Fixed Hybrid FixedMaturity Maturity Maturity Maturity

Plan Plan - Plan - Plan - 13Series 28 - 16 Series 28 Series 30 - MonthsMonths Plan 13 Months Plan

Plan


Date of Allotment 27-Jan-06 25-Mar-06 30-Mar-06 17-Jul-06 30-Aug-06






FII Growth 10.47




Dividend Option Institutional/ 0.7297 0.8369Plan B Dividend Option

Retail Quarterly Option 0.3851

Institutional Quarterly Dividend Option 0.4120

Compounded Annualised Returns 5.97% 13.56% 8.19% *5.21% *3.92%(Based on NAVs of Growth Option)

Benchmark Index CRISIL CNX Nifty CRISIL Liquid CRISIL CRISIL MIPShort Term Junior Fund Index Short Term BlendedBond Fund Bond Fund Index

Index Index







Institutional Dividend / Plan B / Direct / 10.0047 10.0224Institutional Qtly



Ratio of Recurring Exps to Net Assets for 0.25 0.99 0.20 0.35 0.15Institutional Plans/Plan B/Institutional-I %



95


Fixed Fixed Fixed Fixed Equity andMaturity Maturity Maturity Maturity Derivatives

Plan - Plan - Plan - Plan - Fund -Series 34 - Series 34 - Series 34 - Series 34 - Income

Eighteen One Year Seventeen Three OptimiserMonths Plan Plan A Months Plan Months Plan

Plus Plan A


Date of Allotment 25-Nov-06 11-Nov-06 23-Dec-06 29-Dec-06 29-Dec-06




Dividend Option Institutional/ 0.2369 0.0646Plan B Dividend Option


Benchmark Index CRISIL CRISIL CRISIL CRISIL CrisilShort Term Short Term Short Term Liquid LiquidBond Fund Bond Fund Bond Fund Fund Fund

Index Index Index Index Index

Return compared to Benchmark Index (0.75%) 0.83% (0.38)% (0.45)% 0.30%





Institutional Growth / Plan B / Direct 10.0596 10.2427 10.0693 10.25

Institutional Dividend / Plan B / Direct / 10.0050 10.0046 10.25Institutional Qtly


Ratio of Recurring Exps to Net Assets for 0.20 0.13 0.15 1.64Institutional Plans/Plan B/Institutional-I %


96


ICICI ICICI ICICI ICICI ICICIPrudential Prudential Prudential Prudential PrudentialEquity and Fixed Fixed Fixed Fixed

Derivatives Maturity Maturity Maturity MaturityFund - Plan - Plan - Plan - Plan -

Wealth Series 34 - Series 35 - Series 34 - Series 35 -Optimiser Sixteen Three Fifteen Three

Plan Months Months Months MonthsPlan Plan A Plan Plan B


Date of Allotment 29-Dec-06 22-Jan-07 24-Jan-07 26-Feb-07 13-Feb-07






Benchmark Index Crisil CRISIL CRISIL CRISIL CRISILBalanced Short Term Liquid Fund Short Term Liquid Fund

Fund Index Bond Fund Index Bond Fund IndexIndex Index

Return compared to Benchmark Index 2.66% (0.03%) 0.40% 0.15% 0.28%









ICICI Prudential Fixed Maturity Plan -Series 35 - Three Months Plan C


Date of Allotment 28-Feb-07

Net Income per unit@ 0.0936



Compounded Annualised Returns (Based on NAVs of Growth Option) *0.94%

Benchmark Index CRISIL Liquid Fund Index

Return compared to Benchmark Index 0.23%

Net Assets end of period (Rs. Crore) 616.08


Growth Option / Plan A 10.0939


Ratio of Recurring Exps to Net Assets for Regular Plans/Plan A % 0.22

Transfer to Reserves Nil


97

Notes:

1) Returns since inception are for the growth plan in each case.

2) In case of ICICI Prudential Long Term Floating Rate Plan returns have been computed using Plan A - 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 March 31, 2007.


5) Units for ICICI Prudential Fixed Maturity Plan –Series 25 - Quarterly, ICICI Prudential Fixed Maturity Plan –Series 6 –Yearly, ICICI Prudential Fixed Maturity Plan –Series 26 – Quarterly, ICICI Prudential Long Term Floating Rate Plan –Institutional Plus Plan, ICICI Prudential Fixed Maturity Plan Series 28 - 4 Months Plan, ICICI Prudential Plan I, ICICIPrudential Fixed Maturity Plan Series 24, ICICI Prudential Fixed Maturity Plan Series 27 – 3 Months Plan, ICICIPrudential Fixed Maturity Plan -Yearly –Series 25 , ICICI Prudential Fixed Maturity Plan Series 32 - 3 Months Plan- PlanA, ICICI Prudential Fixed Maturity Plan Series 32 - 3 Months Plan- Plan B, ICICI Prudential Fixed Maturity Plan Series32 - 3 Months Plan- Plan C, ICICI Prudential Fixed Maturity Plan Series 32 - 3 Months Plan- Plan D and ICICIPrudential Fixed Maturity Plan Series 32 - 3 Months Plan- Plan E were made nil on 11 August, 2005, 19 August2005, 2 September, 2005, 5 May, 2006, 16 May, 2006, May 25, 2006, June 10, 2006, June 27,2006, July 20,2006,September 22, 2006, October 27,2006, December 29,2006, January 22,2007 and February 9,2007 respectively.

6) For the schemes where all the units were redeemed during the year and fresh subscription were invited on a laterdate the date of allotment is considered to be the date of reopening and opening NAV is not stated.

7) Nomenclature for ‘FII Option’ for ICICI Prudential Discovery, ICICI Prudential Emerging Star and ICICI PrudentialFusion Schemes is changed to Institutional Option-I’ w.e.f. 14th August 2006.

* ICICI Prudential Fixed Maturity Plan – Series 30 - 13 Months Plan, ICICI Prudential Fixed Maturity Plan – Series 34 - 18Months Plan, ICICI Prudential Fixed Maturity Plan – Series 34 - 1 Year Plan A, ICICI Prudential Hybrid Fixed MaturityPlan 13 Months Plan, ICICI Prudential Fixed Maturity Plan – Series 34 - 17 Months Plan, ICICI Prudential FixedMaturity Plan – Series 34 - Three Months Plus Plan A, ICICI Prudential Fixed Maturity Plan – Series 34 – SixteenMonths Plan, ICICI Prudential Fixed Maturity Plan – Series 35 - Three Months Plan A, ICICI Prudential Fixed MaturityPlan – Series 34 - 15 Months Plan, ICICI Prudential Fixed Maturity Plan – Series 35 - Three Months Plan B, ICICIPrudential Fixed Maturity Plan – Series 35 - Three Months Plan C, ICICI Prudential Equity & Derivatives Fund – IncomeOptimiser Plan and ICICI Prudential Equity & Derivatives Fund – Wealth Optimiser Plan have not completed one yearfrom the date of their launch. Returns are computed in absolute terms and for Growth Options only from the dateof allotment. The NAV on the date of allotment is taken as Rs.10 for computation of returns.

$ Appropriate benchmark index is not available.

@@ All the units holder under the scheme ICICI Prudential Fixed Maturity Plan Yearly Series 12, ICICI Prudential FixedMaturity Plan Yearly Series 5 have redeemed their units on 5/4/04, 21/4/04 respectively. There was fresh subscriptionon14/12/04, 31/12/04 at Rs.10 respectively. Thus returns have been calculated from this date.

@ The Net Income per unit mentioned has excluded Income equalization & 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.

98


d) Condensed Financial Information as on July 25, 2007#

ICICI Prudential ICICI ICICI ICICI ICICIDiscovery Fund Prudential Prudential Prudential Prudential

Long Term Emerging Blended BlendedFloating S. T. A. R. Plan – Plan –

Rate Plan (Stocks Plan A Plan Btargeted at

Returns)Fund


Date of Allotment 16-Aug-04 15-Sep-04 28-Oct-04 31-May-05 31-May-05






Institutional Growth-I 10.35 10.44

Net Income per unit@ 2.1863 0.2034 1.0546 -0.7337 0.0776





Benchmark Index Nifty Crisil Liquid CNX Nifty Crisil Short CrisilFund Index Junior Term Bond Short Term

Fund Index Bond FundIndex

Return compared to Benchmark Index (5.27%) 36.31% (7.51%) (1.71%) (0.53%)

Net Assets end of period (Rs. Crore) 794.83 98.47 1,137.69 490.52 42.24






Institutional Growth-I 12.25 13.11




99


Infrastructure Services Fusion Fund HYBRID FMP SeriesFund Industries FMP -13 34-18

Fund MONTHS MonthsPlan


Date of Allotment 31-Aug-05 30-Nov-05 25-Mar-06 31-Aug-06 25-Nov-06







Instutional Quarterly Dividend 10.0047




Retail Quarterly Option 0.2134

Institutional Quarterly Dividend Option 0.2249

Compounded Annualised Returns 0.55 0.42 32.59% *6.60% *5.49%(Based on NAVs of Growth Option)

Benchmark Index Nifty Nifty CNX Nifty Crisil MIP Crisil ShortJunior Blended Term Bond

Index Fund Index

Return compared to Benchmark Index 9.29% (2.29%) (4.81%) (4.30%) 0.88%

Net Assets end of period (Rs. Crore) 1,857.41 588.57 762.51 837.83 245.00









Ratio of Recurring Exps to Net Assets for 0.99 0.15 0.20Institutional Plans/Plan B/Institutional-I %


100


ICICI ICICI ICICI ICICI ICICIPrudential Prudential Prudential Prudential PrudentialFMP Series FMP - Series Equity & Equity & FMP Series

34 One Year 34 - Seventeen Derivatives Derivatives 34 - SixteenPlan A Months Plan Income Wealth Months Plan

Optimiser OptimiserFund Fund


Date of Allotment 11-Nov-06 23-Dec-06 30-Dec-06 30-Dec-06 22-Jan-07





Institutional Dividend / Plan B / Direct 10.0050 10.0046 10.25

Net Income per unit@ 0.2174 0.2494 -1.0278 -0.1344 0.2731





Benchmark Index Crisil Short Crisil Short Crisil Liquid Crisil Crisil ShortTerm Bond Term Bond Fund Index Balanced Term BondFund Index Fund Index Fund Index Fund Index

Return compared to Benchmark Index (1.33%) 0.58% 1.82% (5.30%) 1.42%

Net Assets end of period (Rs. Crore) 162.69 67.82 1,382.94 1,170.22 294.93





Institutional Dividend / Plan B / Direct / 10.0534 10.4842 10.75Institutional Qtly

Ratio of Recurring Exps to Net Assets 0.43 0.55 1.50 2.02 0.45for Regular Plans/Plan A %




101


FMP Fixed Fixed FMP FMP -Series 34 - Maturity Maturity Series 37 - SERIES 34 -

Fifteen Plan - Plan - 1 Year ONE YEARMonths Plan Series 35 - Series 34 - Plan A PLAN - B

Thirteen Six MonthsMonths Plan A Plan


Date of Allotment 26-Feb-07 09-Mar-07 09-Mar-07 30-Mar-07 29-Mar-07










Benchmark Index Crisil Short Crisil Short Crisil Liquid Crisil Short Crisil ShortTerm Bond Term Bond Fund Index Term Bond Term BondFund Index Fund Index Fund Index Fund Index

Return compared to Benchmark Index 0.30% 0.01% (0.94%) (0.90%) 0.31%

Net Assets end of period (Rs. Crore) 424.08 258.56 178.81 277.34 1,334.46









102



FMP FMP - Fusion FMP- FMP -Series 35 - SERIES 37 - Fund - Series 37- SERIES 35 -13 Months 14 MONTHS Series-II 3 Months One Year

Plan B PLAN PLUS Plan B Plan


Date of Allotment 16-Mar-07 23-Mar-07 31-Mar-07 30-Apr-07 04-May-07




Quarterly Option

Retail Growth-I

Retail Dividend-I




Net Assets end of period (Rs. Crore) 755.85 217.97 1,130.84 550.97 236.21


Benchmark Index Crisil Short Crisil Short Crisil Liquid Crisil Liquid Crisil ShortTerm Bond Term Bond Fund Index Fund Index Term BondFund Index Fund Index Fund Index

Return compared to Benchmark Index 0.13% 0.28% (3.40%) 0.45% (0.52%)










103


Interval Interval Interval FMP - FMP -Fund – Fund - Fund – Series 38 - Series 38-

Monthly Monthly Quarterly - 1 Year ThreeInterval Interval Interval Plan A Months

Plan- I Plan-II Plan- I Plan B


Date of Allotment 14-May-07 26-May-07 16-May-07 21-May-07 14-May-07

NAV at the beginning of the year (Rs.)Net Income per unit@ 2.6506 0.1689 0.1940 0.1719 0.2055Dividends (inclusive of distribution tax if, any)

Dividend Option/Plan A Dividend 0.0663 0.0729Compounded Annualised Returns *1.68% *1.45% *1.94% *2.44% *2.06%(Based on NAVs of Growth Option)Benchmark Index Crisil Liquid Crisil Liquid Crisil Liquid Crisil Short Crisil Liquid

Fund Index Fund Index Fund Index Term Bond Fund IndexFund Index

Return compared to Benchmark Index (0.02%) 0.16% 0.30% (0.35%) 0.35%Net Assets end of period (Rs. Crore) 234.92 14.63 329.31 232.03 716.46NAV at the end of the period

Growth Option / Plan A 10.1680 10.1446 10.1939 10.2438 10.2055Dividend Option /Plan A 10.1012 10.1446 10.1939 10.2438 10.2055Institutional Growth / Plan B / Direct 10.2495



Ratio of Recurring Exps to Net Assets for 0.20Institutional Plans/Plan B/Institutional-I %


ICICI ICICI ICICIPrudential Prudential Prudential

Interval FMP Series 36- FMP - Series 38-Fund 18 Months Three Months

Quarterly Plan A Plan CInterval Plan-II


Date of Allotment 15-Jun-07 31-May-07 30-May-07

Net Income per unit@ 0.0932 0.1066 0.1338Dividends (inclusive of distribution tax if, any)Dividend Option/Plan A Dividend 0.0549

Compounded Annualised Returns *0.92% *2.70% *1.34%(Based on NAVs of Growth Option)Benchmark Index Crisil Liquid Crisil Short Crisil Liquid

Fund Index Term Bond Fund IndexFund Index

Return compared to Benchmark Index 0.02% 0.38% 0.19%

Net Assets end of period (Rs. Crore) 224.64 121.23 123.84NAV at the end of the periodGrowth Option / Plan A 10.0924 10.2703 10.1338

Dividend Option /Plan A 10.0924 10.2144 10.1338Ratio of Recurring Exps to Net Assets for Regular Plans/Plan A % 0.20 1.10 0.22Transfer to Reserves Nil Nil Nil

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Notes:

1) Returns since inception are for the growth plan in each case.

2) In case of ICICI Prudential Long Term Floating Rate Plan returns have been computed using Plan A - 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 July 25, 2007.


5) Units for ICICI Prudential Fixed Maturity Plan –Series 25 - Quarterly, ICICI Prudential Fixed Maturity Plan – Series 6 –Yearly, ICICI Prudential Fixed Maturity Plan –Series 26 – Quarterly, ICICI Prudential Long Term Floating Rate Plan –Institutional Plus Plan, ICICI Prudential Fixed Maturity Plan Series 28 - 4 Months Plan, ICICI Prudential Plan I, ICICIPrudential Fixed Maturity Plan Series 24, ICICI Prudential Fixed Maturity Plan Series 27 – 3 Months Plan, ICICIPrudential Fixed Maturity Plan -Yearly –Series 25 , ICICI Prudential Fixed Maturity Plan Series 32 - 3 Months Plan- PlanA, ICICI Prudential Fixed Maturity Plan Series 32 - 3 Months Plan- Plan B, ICICI Prudential Fixed Maturity Plan Series32 - 3 Months Plan- Plan C, ICICI Prudential Fixed Maturity Plan Series 32 - 3 Months Plan- Plan D and ICICIPrudential Fixed Maturity Plan Series 32 - 3 Months Plan- Plan E, ICICI Prudential Fixed Maturity Plan Series 28 – 13Months Plan, ICICI Prudential Fixed Maturity Plan Yearly Series 25, ICICI Prudential Fixed Maturity Plan Series 34 –Three Months Plus Plan A and ICICI Prudential Fixed Maturity Plan Series 35 – Three Months Plan A, ICICI PrudentialFixed Maturity Plan Yearly Series 5, ICICI Prudential Fixed Maturity Plan Yearly Series 12, ICICI Prudential FixedMaturity Plan Series 28 - 16 Months Plan, ICICI Prudential Fixed Maturity Plan Series 35 - 3 Months Plan B and ICICIPrudential Fixed Maturity Plan Series 35 - 3 Months Plan C, ICICI Prudential Fixed Maturity Plan – Series 37 – 3Months Plan A, ICICI Prudential Fixed Maturity Plan – Series 37 – 3 Months Plan B, ICICI Prudential Series 37 – 3Months Plus Plan A, ICICI Prudential Series 38 – 3 Months Plan A and ICICI Prudential FMP Series 30 – 13 MonthsPlan were made nil on 11 August, 2005, 19 August 2005, 2 September, 2005, 5 May, 2006, 16 May, 2006, May 25,2006, June 10, 2006, June 27,2006, July 20,2006 ,September 22, 2006, October 27,2006, December 29,2006,January 22,2007, February 9, 2007, April 04, 2007, April 09, 2007, April 19, 2007, April 24, 2007, April 27, 2007May 7,2007, May 14,2007, May 14, 2007, May 29,2007, June 14, 2007, June 27, 2007,July 12, 2007, July 19, 2007and July 23, 2007 respectively.

6) For the schemes where all the units were redeemed during the year and fresh subscription were invited on a laterdate the date of allotment is considered to be the date of reopening and opening NAV is not stated.

7) Nomenclature for ‘FII Option’ for ICICI Prudential Discovery, ICICI Prudential Emerging Star and ICICI PrudentialFusion Schemes is changed to Institutional Option-I’ w.e.f. 14th August 2006.

* ICICI Prudential Fixed Maturity Plan – Series 30 - 13 Months Plan, ICICI Prudential Fixed Maturity Plan – Series 34 - 18Months Plan, ICICI Prudential Fixed Maturity Plan – Series 34 - 1 Year Plan A, ICICI Prudential Hybrid Fixed MaturityPlan 13 Months Plan, ICICI Prudential Fixed Maturity Plan – Series 34 - 17 Months Plan, ICICI Prudential FixedMaturity Plan – Series 34 – Sixteen Months Plan, ICICI Prudential Fixed Maturity Plan – Series 34 - 15 Months Plan,ICICI Prudential Fixed Maturity Plan – Series 35 - Three Months Plan B, ICICI Prudential Fixed Maturity Plan – Series35 - Three Months Plan C, ICICI Prudential Fixed Maturity Plan – Series 35 – Thirteen Months Plan A, ICICI PrudentialFixed Maturity Plan – Series 34 - Six Months Plan, ICICI Prudential Fixed Maturity Plan – Series 37 – One Year Plan A,ICICI Prudential Fixed Maturity Plan – Series 34 – One Year Plan B, ICICI Prudential Fixed Maturity Plan – Series 35 –Thirteen Months Plan B, ICICI Prudential Fixed Maturity Plan – Series 37 – Fourteen Months Plan, ICICI PrudentialFixed Maturity Plan – Series 37 – Three Months Plus Plan A, ICICI Prudential Fixed Maturity Plan – Series 37 – ThreeMonths Plan A & B, ICICI Prudential Fixed Maturity Plan – Series 38- 3 Months Plan A, ICICI Prudential Fixed MaturityPlan – Series 37 – Three Months Plan plus Plan B, ICICI Prudential Fixed Maturity Plan – Series 35 – One Year Plan,ICICI Prudential Interval Fund – Monthly Interval Plan- I, ICICI Prudential Interval Fund – Monthly Interval Plan -II,ICICI Prudential Interval Fund – Quarterly Interval Plan- I, Fixed Maturity Plan - Series 38 - 1 Year Plan A, FixedMaturity Plan - Series 38-Three Months Plan B, ICICI Prudential Interval Fund – Quarterly Interval Plan-II, FixedMaturity Plan - Series 36-Eighteen Months Plan A, Fixed Maturity Plan - Series 38-Three Months Plan C, ICICIPrudential Equity & Derivatives Fund – Income Optimiser Plan and Wealth Optimiser Plan, ICICI Prudential FusionFund Series – II have not completed one year from the date of their launch. Returns are computed in absolute termsand for Growth Options only from the date of allotment. The NAV on the date of allotment is taken as Rs.10 forcomputation of returns.

# Un-audited.

@ The Net Income per unit mentioned has excluded Income equalization & 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.


105

SECTION VI

UNITHOLDERS 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 various cities. Over a period of time, the AMC may add furtherCustomer Service Centres and/or sales offices in other cities. Unitholders can go to these Service Centres / SalesOffices 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 dividend warrants, ifany, within thirty days of the date of declaration of dividend and the Redemption proceeds within ten BusinessDays from the date of acceptance / deemed acceptance of the request for Redemption or repurchase proceeds, asthe case may be.

Under all circumstances, the Fund will complete all monetary transactions within T+10 Business Days from the dateof acceptance of a transaction request. Ordinarily, non-monetary transactions or requests, rejection letters, etc. willbe processed, (with the exception of issue of Unit certificates) within 7 Business Days. Investors should note thatcompletion of non-monetary transactions within T+7 Business Days as indicated above would be done on “bestefforts” 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, Ms Molly Kapoor has been appointed as the Investor Relations Officer. She can be contacted at theCorporate Office of the AMC. The address and phone numbers are:8th Floor, Peninsula TowerPeninsula Corporate ParkGanpatrao Kadam Marg,Off Senapati Bapat MargLower Parel, Mumbai 400 013Phone: (91)(22) 24997000Fax : (91)(22) 24997029

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.icicipruamc.com within 60 days from the close of each half year, in the prescribedformat.

The AMC will disclose the NAV of each Plan on every Business Day.

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 Scheme’s portfolio 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.

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 CustomerService Centres or on the Website of the AMC www.icicipruamc.com. The Fund will use its best endeavour to publishNAVs daily, in at least two daily newspapers. Further, the AMC shall endeavour to publish Purchase and Redemptionprices of Units daily in a newspaper with all India circulation.

NAV will be determined on every Business Day except in special circumstances described on page 76. NAV of theScheme shall be made available at all Customer Service Centers of the AMC. The AMC shall also endeavor to havethe NAV published in a daily newspaper and will update on AMC’s website (www.icicipruamc.com).

106


AMC shall update the NAVs on the website of Association of Mutual Funds in India - AMFI (www.amfiindia.com) by9.00-p.m. every Business Day. In case of any delay, the reasons for such delay would be explained to AMFI and SEBIby the next day. If the NAVs are not available before commencement of business hours on the following day due toany reason, the Fund shall issue a press release providing reasons and explaining when the Fund would be able topublish the NAVs.

f) Disclosure of information under the Regulations

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 will, not later than six months after the close of each financial year (March 31) mail to the Unitholders anabridged scheme wise annual report.. A copy of the Annual Report will be sent to Unit holders, free of cost, onspecific 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 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.icicipruamc.com within 60 days from the close of each half year, in the prescribedformat.

g) Rights of Unitholders of the Scheme :1. Unitholders of the Scheme have a proportionate right in the beneficial ownership of the assets of that Scheme.2. The Trustee is bound to make such disclosures to the Unitholders as are essential in order to keep them informed

about any information known to Trustee which may have an adverse bearing on their investments.

3. The appointment of an AMC for the Fund can be terminated by majority of the Trustee or by 75% of theUnitholders of the Scheme of the Fund and any change in the appointment of the AMC shall be subject to theprior approval of SEBI and the Unitholders of the Scheme.

4. The Trustee is obliged to convene a meeting on a requisition of 75% of the Unitholders of the Scheme.5. 75% of the Unitholders of a Scheme and the Plan thereunder can pass a resolution to wind up the Scheme.6. Unitholders have the right to inspect all the documents listed under “Documents Available for Inspection”.

7. The Trustee shall obtain the consent of the Unitholders:a) whenever required to do so by SEBI, in the interest of Unitholdersb) whenever required to do so on the requisition made by three-fourths of the Unitholders of the Scheme.

c) when the Trustee decides to wind up or prematurely redeem the units.8. The Trustees shall ensure that no change in the fundamental attributes of any scheme or the trust or fee and

expenses payable or any other change which would modify the scheme and affects the interests of unit holdersis carried out unless:a) a written communication about the proposed change is sent to each Unitholder andb) an advertisement is given in one English daily newspaper having nationwide circulation as well as in a

newspaper published in the language of the region where the Head Office of the mutual fund issituated; and

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

9. Subject to the Regulations and the guidelines issued by SEBI, the consent of the Unitholders of the Scheme willbe obtained through voting, by mail. Detailed modalities of the same, including the principles for entitlement ofvotes for each Unitholder will be finalized in consultation with and after obtaining the approval of SEBI and theTrustee.

10. Annual report containing accounts of the AMC would be displayed on the websites of the Fund (i.e. 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 in the Scheme (including the charging of fees and expenses) offered under this Offer Documentto the extent permitted by the applicable Regulations. However, in terms of the Regulations, a Scheme may bewound up 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,OR

3. If SEBI so directs in the interest of the Unitholders or

4. In case of non-fulfillment of condition prescribed in terms of minimum number of investors 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 upof the Scheme to:

(I) SEBI and,


107

(II) In two daily newspapers with circulation all over India and in one vernacular newspaper with circulationin Mumbai On and from the date of the publication of notice of winding up, the Trustee or theInvestment Manager, as the case may be, shall:

a) Cease to carry on any business activities in respect of the Scheme so wound up;

b) Cease to create or cancel Units in the Scheme;

c) 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 of the Scheme to approve by simple majority of the Unitholderspresent and voting at the meeting for authorizing the Trustee or any other person to take steps for the winding upof the Scheme.

The Trustee or the person authorized above shall dispose of the assets of the Scheme in the best interest of theUnitholders of the Scheme.

The proceeds of sale realized in pursuance of the above, shall be first utilized 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 herein above, the provisions of the Regulations in respect of disclosures ofhalf-yearly reports and annual reports shall continue to be applicable until winding up is completed or the Schemeceases to exist.

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

ICICI Prudential Indo Asia Equity Fund is an Open-ended equity Scheme that seeks to generate long term capitalappreciation by investing in equity, equity related securities and or Share classes/ units of equity funds of companies,which are incorporated or have their area of primary activity, in Asian region. As per the Terms of the Scheme, theinvestment in equity and equity related securities shall be more than 65% of the Corpus and hence it is assumed asan Equity Oriented Fund.

Based on the law in force and after considering the amendments made in the Income Tax Act, 1961 (“the Act”) bythe Finance Act, 2007, the Scheme’s auditors N.M.Raiji & Co. has confirmed that based on law in force the followingtax benefits/implications that may accrue to a Fund and to different categories of unit holders in respect of theirinvestments in a Fund.

1. TO THE FUND

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 section10(23D) of the Act. The income received by the Fund is not liable for deduction of tax at source under section 196.

Gains and Income derived from investing in equity, equity related securities and or Share classes/ units of equityfunds of companies, which are incorporated or have their area of primary activity outside India but within Asianregion may be subject to withholding tax as per the laws of the respective State. As the income of the Fund isexempt from Tax in India, the Fund will not be able to claim rebate in India of tax paid in the Foreign State.

As per section 115R, Mutual Funds are liable to pay additional income tax on the income distributed by them.However, in respect of equity oriented funds, no additional income tax is payable on income distributed by suchFunds. Since the Fund is intended to be open-ended equity oriented fund, it would not be liable to pay additionalincome tax on the income distributed by it.

The term “Equity Oriented Fund” has been defined to mean a fund where the investible funds are invested by wayof equity shares in domestic companies to the extent of more than 65% of the total proceeds of such fund.Further, it is provided that the percentage of equity share holding of the fund shall be computed with referenceto the annual average of the monthly averages of the opening and closing figures.

2. SECURITIES TRANSACTION TAX

Securities Transaction Tax (“STT”) is applicable on transactions of purchase or sale of units of Equity OrientedFund entered into on a recognized stock exchange or sale of units of Equity Oriented Fund to the Mutual Fund.

108


The rates for levy of STT are given in the following table:

Taxable Securities Transaction Rate Payable by

Purchase of a unit of an equity oriented fund, where -

the transaction of such purchase is entered into through a 0.125% Purchaserrecognised stock exchange; andthe contract for the purchase of such unit is settled by theactual delivery or transfer of such unit.

Sale of a unit of an equity oriented fund, where -

the transaction of such sale is entered into through a 0.125% Sellerrecognised stock exchange; and

the contract for the sale of such unit is settled by theactual delivery or transfer of such unit.

Sale of a unit of an equity oriented fund, where -

the transaction of such sale is entered into through a 0.025% Sellerrecognised stock exchange; andthe contract for the sale of such unit is settled otherwisethan by the actual delivery or transfer of such unit.

Sale of unit of an equity oriented fund to the Mutual Fund itself. 0.25% Seller *

* Mutual Fund is responsible for collecting the STT from every person who sells the unit to it.

3. TO THE UNITHOLDERS

3.1 INCOME RECEIVED FROM MUTUAL FUND

According to section 10(35) of the Act, any income received in respect of units of Mutual Fund specifiedunder section 10(23D) is exempt from income tax in the hands of the unit holders. It has, however, beenclarified that income arising from transfer of units of Mutual Fund shall not be exempt.

3.2 LONG TERM CAPITAL GAINS ON TRANSFER OF UNITS

Under Section 10(38), Long Term Capital Gain on sale of units of Equity Oriented Funds are exempt fromIncome Tax in the hands of unit holders, provided such units are sold to the Mutual Fund and arechargeable to STT.

3.3 SHORT TERM CAPITAL GAINS ON TRANSFER OF UNITS

Section 111A provides that short-term capital gains arising on sale of units of Equity Oriented Funds arechargeable to income tax at a concessional rate of 10% plus applicable surcharge and cess, providedsuch units are sold to the Mutual Funds and are chargeable to STT. Further, Section 48 provides that nodeduction shall be allowed in respect of STT paid for the purpose of computing Capital Gains. In thecase where taxable income as reduced by short term capital gains is below the exemption limit, the shortterm capital gains will be reduced to the extent of the shortfall and only the balance short term capitalgains will be charged at the flat rate of 10% plus applicable surcharge and cess.

3.4 CAPITAL LOSSES

Losses under the head “Capital Gains” cannot be set off against income under any other head. Furtherwithin the head “Capital Gains”, losses arising from the transfer of long-term capital assets cannot beadjusted against gains arising from the transfer of a short-term capital asset. However, losses arisingfrom the transfer of short-term capital assets can be adjusted against gains arising from the transfer ofeither a long-term or a short-term capital asset.

Under Section 10(38), Long Term Capital Gains on sale of units of Equity Oriented Fund are exempt fromIncome Tax provided certain conditions are fulfilled. Hence, losses arising from such type of transactionof sale of units of Equity Oriented Fund would not be eligible for set-off against taxable capital gains.

Unabsorbed short-term capital loss can be carried forward and set off against the income under thehead Capital Gains in any of the subsequent eight assessment years.

According to section 94(7) of the Act, if any person buys or acquires units within a period of threemonths prior to the record date fixed for declaration of dividend or distribution of income and sells ortransfers the same within a period of nine months from such record date and dividend or income arisingfrom such securities or unit received or receivable is exempt, then losses arising from such sale to theextent of income received or receivable on such units shall be ignored for the purpose of computingincome chargeable to tax.

Further, Sub-section (8) of Section 94 provides that, where additional units have been issued to anyperson without any payment, on the basis of existing units held by such person then the loss on sale oforiginal units shall be ignored for the purpose of computing income chargeable to tax, if the originalunits were acquired within three months prior to the record date fixed for receipt of additional units andsold within nine months from such record date. However, the loss so ignored shall be considered as costof acquisition of such additional units held on the date of sale by such person.


109

3.5 The Scheme is not an Equity Linked Savings Scheme (ELSS) and hence it is not eligible for benefit under80C.

4. TAX DEDUCTION AT SOURCE

4.1 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 theFund as per the provisions of section 10(35), section 194K and section 196A.

4.2 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 section 194K) vide circular no. 715 dated August 8, 1995 issued by the Central Board forDirect Taxes (CBDT).

(ii) In respect of Non- Resident Unit holders:

Under section 195 and section 196B of the Act, in case of non resident Indian, foreign company,non resident other than a company and FII (as defined in 115AD) tax shall be deducted at sourcein respect of Short Term Capital Gains u/s 111A at 10% plus applicable surcharge and cess.

As per circular no. 728 dated October 1995 by CBDT, in the case of a remittance to a country withwhich a Double Taxation Avoidance Agreement (DTAA) is in force, the tax should be deducted atthe rate provided in the Finance Act of the relevant year or at the rate provided in DTAA whicheveris more beneficial to the assessee.

5. REBATE UNDER SECTION 88E

Section 88E provides that where the total income of a person includes income chargeable under the head ‘Profitsand Gains of business or profession’ arising from sale of units of equity oriented funds, the person shall getrebate equal to the STT paid by him in the course of his business. Such rebate is to be allowed from the amountof income tax in respect of transactions calculated by applying average rate of income tax.

6. 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, readwith clause (xii) of sub-section (5) of section 11 of the Income Tax Act, 1961.

7. 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.

8. 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 earned onsuch funds will be used for the purpose of investor education. The AMC will make a continuous efforts to remindthe investors through letters to take their unclaimed amounts. Further, the investment management fee charged bythe 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 ICICI Prudential Premier are given below -

As of March 31, 2007 As of July 25, 2007

Unclaimed Redemption Amount - Rs. 4.70 crores of 22,361 Investors Rs. 4.61 crores of 22,009 InvestorsPremier RedeemedUnclaimed Redemption Amount - Rs. 2.31 Crores of 3,960 Investors Rs. 2.21 Crores of 3,831 InvestorsPremier Rolled Over RedeemedUnclaimed Dividend Amount Rs. 0.03 Crores Rs. 0.03 Crores

110


SECTION VII

OTHER 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 #

01/04/2004 to 31/03/2005

Complaints/ Requests received during the period 565 Not applicable

Redressed during the period 562 Not applicable

Pending as on March 31, 2005 6 Not applicable

01/04/2005 to 31/03/2006




01/04/2006 to 31/03/2007




01/04/2007 to 25/07/2007



Pending as on July 25, 2007 0 Not applicable

#Status reported till the Record Date of Conversion. Name changed to ICICI Power with effect from September27, 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 ICICI Prudential 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, 2001and redeemed in February 2005. The pending investor complaints / requests pertain to, inter-alia, Issue of duplicatecertificates, non receipt of certificates, non receipt of redemption/dividend warrants, revalidation of dividend warrants,name correction, change of address of the Unitholder, registration of death cases, registration of Power of Attorney,transfer/transmission of Units etc. All investor grievances are normally redressed within a period of 15 days of theirreceipt, subject to the information furnished by the Unitholder is complete and accurate. If such information is notprovided/not available with the Registrars to the above Schemes, the matter is further followed up with the investors.Investor complaints are continuously monitored with the Registrar to the Schemes.

Data relating to the period April 2002 to July 25, 2007

Scheme Opening Complaints Complaints ComplaintsPending Received redressed pending

ICICI Prudential Growth Plan NIL 254 254 NIL

ICICI Prudential Income Plan NIL 197 197 NIL

ICICI Prudential Liquid Plan NIL 14 14 NIL

ICICI Prudential FMCG Fund NIL 101 101 NIL

ICICI Prudential Tax Plan NIL 1736 1736 NIL

ICICI Prudential Gilt Fund NIL 26 26 NIL

ICICI Prudential Balanced Fund NIL 232 232 NIL

ICICI Prudential Technology Fund NIL 53 53 NIL

ICICI Prudential Monthly Income Plan NIL 265 265 NIL


111

ICICI Prudential Fixed Monthly Plan NIL 1 1 NIL

ICICI Prudential Child Care Plan NIL 18 18 NIL

ICICI Prudential Power NIL 400 400 NIL

ICICI Prudential Short Term Plan NIL 1 1 NIL

ICICI Prudential Long Term Plan NIL 8 8 NIL

ICICI Prudential Index Fund NIL 3 3 NIL

ICICI Prudential Sweep Plan NIL 0 0 NIL

ICICI Prudential Flexible Income Plan NIL 24 24 NIL

ICICI Prudential Dynamic Plan NIL 453 453 NIL

Sensex Prudential ICICI Exchange Traded Fund NIL 1 1 NIL

ICICI Prudential Floating Rating Plan NIL 4 4 NIL

ICICI Prudential Advisory Series NIL 7 7 NIL

ICICI Prudential Income Multiplier Fund NIL 133 133 NIL

ICICI Prudential Long Term Floating Rate Plan NIL 31 31 NIL

ICICI Prudential Emerging Star NIL 659 659 NIL

ICICI Prudential Discovery Fund NIL 421 421 NIL

ICICI Prudential Plan I Year Plus NIL 2 2 NIL

ICICI Prudential Blended Plan NIL 71 71 NIL

ICICI Prudential Infrastructure Fund NIL 576 576 NIL

ICICI Prudential Services Industries Fund NIL 22 22 NIL

ICICI Prudential Fusion Fund NIL 21 21 NIL

ICICI Prudential Equity & Derivatives Fund NIL 5 5 NIL

Total NIL 5739 5739 NIL

Details of investor complaints received from SEBI

For the Period Complaints Complaints ComplaintsReceived redressed pending

Financial Year 2003-2004 30 33 2



April 1, 2006 to June 20, 2006* 12 7 13

*The details of investor complaints received from SEBI for the period June 21,2006 onwards is not available fromMCS Ltd.( The agency appointed by SEBI for handling investor’s grievances).The same has been brought to the noticeof SEBI vide our letter dated Augu-st 8, 2006 and January 4, 2007.

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:

Scheme Opening Complaints Complaints ComplaintsPending Received redressed pending

112


(Amount in Rupees)

Scheme name/Nature of investment F.Y 2004-2005 F.Y 2005-2006 F.Y. 2006-2007 As on July 25,2007

Investment in Bonds of ICICI Bank Ltd.

ICICI Prudential Liquid Plan — 15,084,779 — —

ICICI Prudential FMP Yearly Series 12 — 187,441,157 — —

ICICI Prudential Long Term Floating — 49,588,850 49,161,185 50,075,755.46Rate Plan

Investment in NSE Linked Mibor Deposits /Term Deposit of ICICI Bank Ltd

ICICI Prudential Balanced Fund - 255,200,000 86100000 —

ICICI Prudential Blended Plan - Plan A — 1,380,600,000 830800000 —

ICICI Prudential Blended Plan - Plan B — 288,100,000 52300000 —

ICICI Prudential Child Care Gift Plan — 67,400,000 500000 —

ICICI Prudential Child Care Study Plan — 54,100,000 200000 —

ICICI Prudential Discovery Fund — 36,500,000 310600000 —

ICICI Prudential Dynamic Plan — 31,500,000 1114200000 —

ICICI Prudential Equity & Derivatives — — 2198900000 —Fund – Income Optimizer Plan

ICICI Prudential Equity & Derivatives — — 1314200000 —Fund – Wealth Optimizer Plan

ICICI Prudential Emerging S.T.A.R. — — 206800000 —(Stocks Targeted At Returns) Fund

ICICI Prudential Fixed Maturity Plan – — 1,270,000,000 — —Series 27 – Monthly Plan

ICICI Prudential Fixed Maturity Plan – — 1,335,000,000 4700000 —Series 28 – 13 months Plan

ICICI Prudential Fixed Maturity Plan – — — 28500000 —Series 28

ICICI Prudential Fixed Maturity Plan – — — 600000 —Series 30 – 13 Months Plan

ICICI Prudential Fixed Maturity Plan – — 70,000,000 — —Series 31 – 4 Months Plan

ICICI Prudential Fixed Maturity Plan – — 1,500,000,000 — —Yearly Series 24

ICICI Prudential Fixed Maturity Plan – — 65,000,000 1300000 —Yearly Series 25

ICICI Prudential Fixed Maturity Plan – — — 700000 —Yearly Series 5




ICICI Prudential Fixed Maturity Plan – — — 254500000 —Series 34 – 1 Year Plan A

ICICI Prudential Fixed Maturity Plan – — — — 950000000Series 34 – 1 Year Plan B

ICICI Prudential Fixed Maturity Plan – — — 1517700000 —Series 34 – 3 Months Plan A


113


ICICI Prudential Fixed Maturity Plan – 350000000 150000000Series 34 – 6 Months Plan

ICICI Prudential Fixed Maturity Plan – — — 9200000 —Series 35– 1 Months Plan

ICICI Prudential Fixed Maturity Plan – — — 1502800000 —Series 35– 3 Months Plan A

ICICI Prudential Fixed Maturity Plan – — — 1300500000 —Series 35– 3 Months Plan B

ICICI Prudential Fixed Maturity Plan – — — 1151500000 —Series 35– 3 Months Plan CI

CICI Prudential Fixed Maturity Plan – — — 504700000 —Series 35– 13 Months Plan A

ICICI Prudential Fixed Maturity Plan – — — 572500000 750000000Series 35– 13 Months Plan B

ICICI Prudential Fixed Maturity Plan – — — 431100000 —Series 37–3 Months Plan A

ICICI Prudential Fixed Maturity Plan – — — 474700000 200000000Series 37–14 Months Plan

ICICI Prudential Fixed Maturity Plan – — — 700000000 —Series 37–3 Months Plus Plan A

ICICI Prudential Flexible Income Plan 100,000,000 66,500,000 1538300000 —-

ICICI Prudential Floating Rate Plan — 4,450,000,000 900000 —

ICICI Prudential FMCG Fund — — 53500000 —

ICICI Prudential Fusion Fund — 180,000,000 125900000 —

Prudential ICICI Fusion Fund- Series II — — 1387600000 —

ICICI Prudential Growth Plan — 12,000,000 107900000 —

ICICI Prudential Hybrid Fixed Maturity - — — 1503400000 —13 Months Plan

ICICI Prudential Income Multiplier Plan 80,000,000 150,100,000 117200000 —

ICICI Prudential Infrastructure Fund — 182,000,000 812600000 —

ICICI Prudential Income Plan — — 700000 —

ICICI Prudential Index Fund 3700000 —

ICICI Prudential Liquid Plan 1,680,000,000 12,050,000,000 11387900000 8880000000

ICICI Prudential Long Term 140,000,000 463,500,000 204000000 —Floating Rate Plan

ICICI Prudential Long Term Plan — 320,000,000 200000 —

ICICI Prudential Monthly Income Plan 500,000,000 425,400,000 81200000 —

ICICI Prudential Power — 10,100,000 119800000 —

ICICI Prudential Services Industries Fund — 29,500,000 46800000 —

SENSEX Prudential ICICI Exchange — — 500000 —Traded Fund

ICICI Prudential Short term Plan — — 220000000 —

ICICI Prudential Sweep Plan — 1,500,000,000 511100000 —

ICICI Prudential Technology Fund — — 18100000 —

ICICI Prudential Tax Plan — 1,000,000 100900000 —


114


Investment in Equity Shares of ICICI Bank Ltd

ICICI Prudential Balanced Fund 4,418,418 96,471,664 133641436.8 172020340.80ICICI Prudential Blended Plan – Plan A — — — 335104560ICICI Prudential Blended Plan – Plan B — — — 34550320ICICI Prudential Child Care Gift Plan — — 25600500 34233089ICICI Prudential Discovery Fund — — — 38372419.20ICICI Prudential Dynamic Plan 59,000 52,053,170 986941942.5 934963286.40ICICI Prudential Equity & Dérivatives — — — 926116296Fund – Income Optimiser PlanICICI Prudential Equity & Dérivatives — — 205846793.7 326476084.80Fund - Wealth Optimiser PlanICICI Prudential Growth Plan 29,443,706 — 173168608.8 216413428.8ICICI Prudential Income Multiplier Plan — — 55638420 73451776ICICI Prudential Index Fund 264,135 876,506 7564947.75 5954539.20ICICI Prudential Infrastructure Fund — —- 594544305.3 825004137.60ICICI Prudential Monthly Income Plan 5,884,612 — 24107137.5 267479856ICICI Prudential Power 35,328,722 273,686,767 571104487.5 696227763.20ICICI Prudential Services Industries Fund — 65,092,970 192003750 303698750.40SENSEX Prudential ICICI Exchange — 705,922 648356 832802.60Traded FundICICI Prudential Fusion Fund — — — 147209281.6ICICI Prudential Fusion Fund - Series II 85335000 161621700.8ICICI Prudential Tax Plan — — 256005000 329085808

TOTAL 2,581,224,610 28,064,501,786 38,028,011,871 16,808,891,996

% to the net assets of the Mutual Fund 1.69% 11.91% 10.03% 3.41%

Term Deposit of ICICI Bank Ltd kept as Margin Money for Derivatives

ICICI Prudential Balanced Fund — — — 308800000

ICICI Prudential Blended Plan – Plan A — — — 775400000

ICICI Prudential Blended Plan – Plan B — — — 35000000

ICICI Prudential Discovery Fund — — — 350000000

ICICI Prudential Dynamic Plan — — — 2206370000

ICICI Prudential Equity & Dérivatives Fund – — — — 2024470000Income Optimiser Plan

ICICI Prudential Equity & Dérivatives — — — 2752400000Fund - Wealth Optimiser Plan

ICICI Prudential E.S.T.A.R. — — — 118000000

ICICI Prudential FMCG Fund — — — 18000000

ICICI Prudential Fusion Fund — — — 208000000

Prudential ICICI Fusion Fund- Series II — — — 161130000

ICICI Prudential Child Care Gift Plan — — — 100500000

ICICI Prudential Growth Plan — — — 326000000

ICICI Prudential Income Multiplier Plan — — — 620400000

ICICI Prudential Infrastructure Fund — — — 1711400000

ICICI Prudential Monthly Income Plan — — — 911200000

ICICI Prudential Power — — — 284330000

ICICI Prudential Services Industries Fund — — — 508800000

ICICI Prudential Tax Plan — — — 149800000



115

Transactions with Associate Companies:

F.Y.2004-2005 F.Y. 2005-2006 F.Y. 2006-2007 April 1, 2007 toJuly 25, 2007

ICICI Bank Limited – Bank Charges

ICICI Prudential Aggressive Plan 15,367.90 21,642 Nil NilICICI Prudential Balanced Fund 815,320.88 648,226 2,998,127.15 511762.53ICICI Prudential Blended Plan – Plan A Nil 11,725,865 23,306,739.20 90827366.93ICICI Prudential Blended Plan – Plan B Nil 4,013,924 2,420,912.51 156202.49ICICI Prudential Cautious Plan 30,164.02 18,569 Nil NilICICI Prudential Child Care Plan-Gift Plan 189,274.57 68,485 520,359.59 46219.87ICICI Prudential Child Care Plan-Study Plan 54,234.48 39,252 22,566.31 945.89ICICI Prudential Discovery Fund 420,883.85 1,381,548 2,983,964.97 1576719.96ICICI Prudential Dynamic Plan 596,182.19 1,095,786 5,013,598.25 31623498.66ICICI Prudential Emerging S.T.A.R. Fund 276,590.68 329,998 2,761,832.19 711443.36ICICI Prudential Fixed Maturity Plan – Nil 4,357 Nil NilQuarterly Series 25ICICI Prudential Fixed Maturity Plan – Nil Nil 8,268.00 NilSeries 25 – 15 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 3,367 NilSeries 32 – 3 Months PlanICICI Prudential Fixed Maturity Plan – 23,902.59 36,018 5,324 NilYearly Series 12ICICI Prudential Fixed Maturity Plan – 23,902.59 36,018 9,754 NilYearly Series 24ICICI Prudential Fixed Maturity Plan – Nil Nil 3,126 NilYearly Series 25ICICI Prudential Fixed Maturity Plan – Nil Nil 1,684 NilYearly Series 28ICICI Prudential Fixed Maturity Plan – Nil Nil 1,663 NilYearly Series 5ICICI Prudential Fixed Maturity Plan – Nil Nil 7,948 NilSeries 27 – Three Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 2,111 NilSeries 28 – 4 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 178 NilSeries 31 – 4 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 56.12 NilSeries 32 – 1 Month Plan - BICICI Prudential Fixed Maturity Plan – Nil Nil 112.24 NilSeries 32 – 3 Months Plan- CICICI Prudential Fixed Maturity Plan – Nil Nil 786 NilSeries 32 – 3 Months Plan DICICI Prudential Fixed Maturity Plan – Nil Nil 56.12 NilSeries 34 – 16 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 224.48 NilSeries 34 – 18 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil Nil 56.12Series 34 – 15 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 112.24 NilSeries 34 – 1 Year Plan AICICI Prudential Fixed Maturity Plan – Nil Nil Nil 1066.28Series 34 – 1 Year Plan BICICI Prudential Fixed Maturity Plan – Nil Nil Nil 56.12Series 34 –6 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 112.24 264.66Series 35 – 3 Months Plan- A

116


ICICI Prudential Fixed Maturity Plan – Nil Nil Nil 280.60Series 35 – 13 Months Plan- BICICI Prudential Fixed Maturity Plan – Nil Nil Nil 1196.48Series 35– 1 Year Plan AICICI Prudential Fixed Maturity Plan – Nil Nil Nil 10008.18Series 36– 18 Month Plan AICICI Prudential Fixed Maturity Plan – Nil Nil Nil 112.24Series 37– 14 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil Nil 112.24Series 37– 3 Months Plus Plan AICICI Prudential Fixed Maturity Plan – Nil Nil Nil 168.36Series 37– 1 MonthICICI Prudential Fixed Maturity Plan – Nil Nil Nil 718.34Series 37– 3 Months Plan BICICI Prudential Fixed Maturity Plan – Nil Nil Nil 56.00Series 38– 3 Months Plan BICICI Prudential Fixed Maturity Plan – Nil Nil Nil 55.86Series 38– 3 Months Plan CICICI Prudential Fixed Maturity Plan – Nil Nil Nil 56.18Series 38– 3 Months Plan DICICI Prudential Fixed Maturity Plan – Nil Nil Nil 224.48Series 38– 1 Year Plan AICICI Prudential Fixed Maturity – 14 Nil Nil NilQuarterly Plan - Series 24ICICI Prudential Flexible Income Plan 664,748.93 165,119 9,752.30 153431.03ICICI Prudential Floating Rating Plan 778,929.20 1,438,606 188,635.62 42704.08ICICI Prudential FMCG Fund 125,546.25 76,381 84,752.34 66593.04ICICI Prudential Fusion Fund Nil 91,313 1,985,461.77 290495.10ICICI Prudential Fusion Fund Series II Nil Nil Nil 599354.53ICICI Prudential Gilt Fund – Investment 563,502.79 122,315 14,461.04 3272.18ICICI Prudential Gilt Fund – Investment - 355,160.83 Nil Nil NilPF OptionICICI Prudential Gilt Fund – PF Option Nil 53,787 8,210.51 2278.00ICICI Prudential Gilt Fund – Treasury 343,961.51 20,404 5,894.32 1862.00ICICI Prudential Gilt Fund – Treasury - 351,541.67 46,581 3,122.00 943.00PF OptionICICI Prudential Growth Plan 796,978.96 564,739 1,307,623.59 584330.34ICICI Prudential Hybrid Fixed Maturity Nil Nil 1,167.29 NilPlan –13 Months PlanICICI Prudential Income Multiplier Fund 391,109.02 210,387 473,105.79 222127.15ICICI Prudential Income Plan 1,025,720.67 258,956 28,473.51 6719.74ICICI Prudential Index Fund Nil 22,902 75,449.40 47131.05ICICI Prudential Infrastructure Fund Nil 2,871,823 5,595,841.35 76281889.46ICICI Prudential Liquid Plan 1,797,358.07 7,464,838 8,519,417.93 2905892.39ICICI Prudential Long Term Floating 52,070.35 200,806 36,162.46 4910.00Rate PlanICICI Prudential Long Term Plan 63,709.85 47,010 7,617.22 22611.21ICICI Prudential Moderate Plan 44,826.81 21,546 Nil NilICICI Prudential Monthly Income Plan 1,322,413.33 1,155,792 2,453,699.49 667837.63ICICI Prudential Plan I 3,449.00 367 Nil NilICICI Prudential Power 1,136,605.09 1,914,016 3,930,499.21 3131967.34ICICI Prudential Services Industries Fund Nil 645,774 555,565.93 474980.79ICICI Prudential Short Term Plan 601,179.91 489,371 87,108.61 9785.70



117

ICICI Prudential Sweep Plan Nil 59,980 13,507.99 12449.95SENSEX Prudential ICICI Exchange Nil Nil 1.45 NilTraded FundICICI Prudential Tax Plan 218,904.50 310,323 636,994.11 908415.93ICICI Prudential Technology Fund 757,591.16 365,636 18,809.64 8071.32ICICI Prudential Very Aggressive Plan 11,955.03 11,973 Nil NilICICI Prudential Very Cautious Plan 20,906.92 18,941 354.00 NilICICI Prudential Equity & Derivatives Nil Nil 7,300,511.46 82670361.40Fund – Income Optimizer FundICICI Prudential Equity & Derivatives Nil Nil 3,306,977.83 11194710.41Fund – Wealth Optimizer FundICICI Prudential Interval Fund – Quarterly II Nil Nil Nil 56.18

ICICI Bank Limited – Brokerage**

ICICI Prudential Agressive Plan 191,735 49,415 36023 6315.66ICICI Prudential Balanced Fund 2,104,082.04 1,156,500 5271948 877826.21ICICI Prudential Blended Plan – Plan A Nil 5,233,573 1411578 164038.30ICICI Prudential Blended Plan – Plan B Nil 1,498,176 475200 23553.33ICICI Prudential Cautious Plan 637,190 74,094 24220 4125.45ICICI Prudential Child Care Plan-Gift Plan 740,634.98 1,023,519 813461 70691.03ICICI Prudential Child Care Plan-Study Plan 365,272.39 339,457 270315 166841.64ICICI Prudential Discovery Fund 4,288,947.01 18,155,450 11867942 810466.86ICICI Prudential Dynamic Plan 2,647,414.31 11,895,404 15561553 2960651.88ICICI Prudential Emerging S.T.A.R. 10659160 6,891,839 10117262 651717.94(Stock Targeted At Returns) FundICICI Prudential Fixed Maturity Plan – 65,716 Nil Nil NilSeries 24 – QuarterlyICICI Prudential Fixed Maturity Plan – Nil Nil 44630 24725.29Series 24 – YearlyICICI Prudential Fixed Maturity Plan – 54,933 Nil Nil NilSeries 25 – 15 Months PlanICICI Prudential Fixed Maturity Plan – 13,497 46,100 Nil Nil Series 25 – Quarterly PlanICICI Prudential Fixed Maturity Plan – 21,300 61,334 45374 NilSeries 25 – Yearly PlanICICI Prudential Fixed Maturity Plan – Nil 7,369 Nil NilSeries 26ICICI Prudential Fixed Maturity Plan – 50,035 17,057 Nil NilSeries 26 – Quarterly PlanICICI Prudential Fixed Maturity Plan – Nil 14,832 95711 NilSeries 27 – Monthly PlanICICI Prudential Fixed Maturity Plan – Nil Nil 1336 NilSeries 28ICICI Prudential Fixed Maturity Plan – Nil 165,440 Nil NilSeries 28 – 16 Months PlanICICI Prudential Fixed Maturity Plan – Nil 254,176 10503 NilSeries 28 – 4 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil -66821 NilSeries 28 InstitutionalICICI Prudential Fixed Maturity Plan – Nil 122 77280 NilSeries 30ICICI Prudential Fixed Maturity Plan – Nil 122 12089 NilSeries 31ICICI Prudential Fixed Maturity Plan – Nil Nil 68178 NilSeries 32 – Plan A


118


ICICI Prudential Fixed Maturity Plan – Nil Nil 615 NilSeries 32 –1 Month Plan BICICI Prudential Fixed Maturity Plan – Nil Nil 2 NilSeries 32 –1 Month Plan AICICI Prudential Fixed Maturity Plan – Nil Nil 8133 NilSeries 32 –1 Month Plan DICICI Prudential Fixed Maturity Plan – Nil Nil 98311 NilSeries 32 – Plan CICICI Prudential Fixed Maturity Plan – Nil Nil 30892 NilSeries 32 –Plan BICICI Prudential Fixed Maturity Plan – Nil Nil 23518 NilSeries 32 –Plan DICICI Prudential Fixed Maturity Plan – Nil Nil 15016 NilSeries 32 –Plan EICICI Prudential Fixed Maturity Plan – Nil Nil Nil 21753.26Series 34 – 6 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 13400 NilSeries 34 –18 MonthsICICI Prudential Fixed Maturity Plan – Nil Nil 48828 NilSeries 34 –1 Year PlanICICI Prudential Fixed Maturity Plan – Nil Nil 23364 NilSeries 34 –3 Months Plan AICICI Prudential Fixed Maturity Plan – Nil Nil 28159 15153.43Series 34 –3 Months Plus Plan AICICI Prudential Fixed Maturity Plan – Nil Nil 91818 NilSeries 34 –15 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 109628 NilSeries 34 –16 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 54921 NilSeries 34 –17 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 1613 NilSeries 35 – 1 Month PlanICICI Prudential Fixed Maturity Plan – Nil Nil 403 25672.39Series 35 –3 Months PlanICICI Prudential Fixed Maturity Plan – Nil Nil 52269 52406.28Series 35 –3 Months Plan AICICI Prudential Fixed Maturity Plan – Nil Nil 12601 23763.78Series 35 –3 Months Plan BICICI Prudential Fixed Maturity Plan – Nil Nil Nil 23559.91Series 35 –3 Months Plan CICICI Prudential Fixed Maturity Plan – Nil Nil Nil 209754.34Series 35 – One Year Plan (Retail andInstitutional)ICICI Prudential Fixed Maturity Plan – Nil Nil Nil 502184.94Series 36 – 18 Months Plan A- RetailICICI Prudential Fixed Maturity Plan – Nil Nil Nil 13779.70Series 37 –1 Month PlanICICI Prudential Fixed Maturity Plan – Nil Nil Nil 41938.84Series 37 –3 Months Plan BICICI Prudential Fixed Maturity Plan – Nil Nil Nil 31233.82Series 37 –3 Months Plus Plan AICICI Prudential Fixed Maturity Plan – Nil Nil Nil 48083.12Series 37 –3 Months Plus Plan BICICI Prudential Fixed Maturity Plan – Nil Nil Nil 23264.97Series 38 –3 Month Plan A



119

ICICI Prudential Fixed Maturity Plan – Nil Nil Nil 195799.22Series 38 –1 Year Plan Institutional OptionICICI Prudential Fixed Maturity Plan – Nil Nil Nil 597184.05Series 38 –1 Year Plan – Retail OptionICICI Prudential Fixed Maturity Plan – Nil Nil Nil 79.72Series 38 –3 Month Plan C - RetailICICI Prudential Fixed Maturity Plan 24,300 Nil Nil NilYearly series 1ICICI Prudential Fixed Maturity 468,993 Nil 3053 NilPlan Yearly series 12ICICI Prudential Fixed Maturity Plan 100,771 Nil 28956 NilYearly series 12 – Institutional OptionICICI Prudential Fixed Maturity Plan 93,300 Nil 13046 NilYearly series 5ICICI Prudential Fixed Maturity Plan 6 21,506 17,154 Nil NilYearly seriesICICI Prudential Fixed Maturity Plan 12,610 Nil Nil NilYearly series 6 – Institutional OptionICICI Prudential Flexible Income Plan 2,125,857.63 253,006 88463 40194.36ICICI Prudential Floating Rate Plan 4,664,522 5,289,959 3281983 267896.31ICICI Prudential FMCG Fund 67,475.31 739,181 401635 35525.87ICICI Prudential Fusion Fund Nil 103,832 4671073 1342508.63ICICI Prudential Fusion Fund Series II Nil Nil Nil 2592770.14ICICI Prudential Gilt Fund – Investment 3,127,133 1,527,409 613015 84805.51ICICI Prudential Gilt Fund – Treasury 151,169 183,267 213047 9577.16ICICI Prudential Gilt Fund Investment 623,790 559,290 346679 44707.02Plan – PF OptionICICI Prudential Gilt Fund Treasury – 209,973 180,970 112280 8403.60PF OptionICICI Prudential Growth Plan 2,222,891.29 1,826,055 2218196 203615.87ICICI Prudential Hybrid Fixed Maturity Plan Nil Nil 212456 NilICICI Prudential Income Multiplier Fund 575,892 1,152,144 423589 62623.17ICICI Prudential Income Plan 4,341,734 1,082,410 511206 83948.41ICICI Prudential Income Plan – 110,819 Nil 267384 NilInstitutional OptionICICI Prudential Index Fund Nil 32,226 69594 18589.82ICICI Prudential Infrastructure Fund Nil 56,632,289 19747489 2796435.64ICICI Prudential Interval Fund – Nil Nil Nil 3797.61Monthly Plan IICICI Prudential Interval Fund – Nil Nil Nil 4.52Monthly Plan IIICICI Prudential Interval Fund – Nil Nil Nil 7764.77Quarterly Interval Plan-IIICICI Prudential Liquid Institutional Plus Nil 5,027,090 1230347 147695.81ICICI Prudential Liquid Plan 5,385,319 6,043,235 3164982 402143.78ICICI Prudential Liquid Plan – 10,862,559 Nil 439723 31454.30Institutional OptionICICI Prudential Liquid Super Nil Nil 3808080 750661.63Institutional PlanICICI Prudential Long Term Floating 1,073,757 3,316,102 1734901 79829.01Rate PlanICICI Prudential Long Term Plan 589 104,195 Nil NilICICI Prudential Moderate Plan 150,881 47,480 31681 4948.54ICICI Prudential Monthly Income Plan 3,974,498 2,245,495 842992 95802.49


120


ICICI Prudential Power 13,886,378.13 6,920,010 11316858 1396271.98ICICI Prudential Services Industries Fund Nil 2,173,653 3105900 861136.79ICICI Prudential Short Term Plan 825,812 2,077,474 671616 22618.55ICICI Prudential Short Term Plan – 880,662 Nil 559245 1643.56Institutional OptionICICI Prudential Sweep Plan Nil 3,595 128807 8778.55ICICI Prudential Tax Plan 692,570.09 8,608,194 5366282 506963.92

ICICI Prudential Technology Fund 749,131.93 711,159 726805 149309.72

ICICI Prudential Very Agressive Plan 91,386 31,977 25440 4809.05

ICICI Prudential Equity & Derivatives Nil Nil 18479913 617899.61Fund – Wealth Optimizer Fund

ICICI Prudential Equity & Derivatives Nil Nil 583183 86867.08Fund – Income Optimizer Fund –Retail & InstICICI Prudential Very Cautious Plan 239,660 83,076 85134 6185.44

ICICI Infotech Services Limited – Service Charges

ICICI Prudential Balanced Fund 94,838.66 Nil Nil NilICICI Prudential Discovery Fund 2,270.82 Nil Nil NilICICI Prudential Dynamic Plan 202,725.69 Nil Nil NilICICI Prudential Flexible Income Plan 132,305.83 Nil Nil NilICICI Prudential Floating Rate Plan 113,464.72 Nil Nil NilICICI Prudential FMCG Fund 36,543.47 Nil Nil NilICICI Prudential Child Care Plan – 100,344.93 Nil Nil NilGift OptionICICI Prudential Gilt fund – 50,661.05 Nil Nil NilInvestment OptionICICI Prudential Gilt Fund Investment 9,356.83 Nil Nil NilPlan – PF OptionICICI Prudential Gilt Fund – 11,885.67 Nil Nil NilTreasury OptionICICI Prudential Gilt Fund – 5,862.14 Nil Nil NilTreasury Option–PF OptionICICI Prudential Growth Plan 267,988.55 Nil Nil NilICICI Prudential Income Multiplier Fund 162,342.54 Nil Nil NilICICI Prudential Income Plan 947,307.36 Nil Nil NilICICI Prudential Liquid Plan 608,337.90 Nil Nil NilICICI Prudential Long Term Plan 2,746.06 Nil Nil NilICICI Prudential Monthly Income Plan 596,595.37 Nil Nil NilICICI Prudential Power 804,016.71 Nil Nil NilICICI Premier Redeemed 25,922.52 Nil Nil NilICICI Prudential Short Term Plan 74,132.94 Nil Nil NilICICI Prudential Child Care Plan – 39,095.52 Nil Nil NilStudy PlanICICI Prudential Tax Plan 271,738.07 Nil Nil NilICICI Prudential Technology Fund 255,000.52 Nil Nil NilICICI Prudential Fixed Maturity Plan- 618.83 Nil Nil NilQuarterly Series 24ICICI Prudential Fixed Maturity Plan – 112.35 Nil Nil NilYearly Series 1ICICI Prudential Fixed Maturity Plan – 151.86 Nil Nil NilYearly Series 12



121

ICICI Prudential Fixed Maturity Plan – 32.98 Nil Nil NilYearly Series 2ICICI Prudential Fixed Maturity Plan- 259.89 Nil Nil NilYearly Series 24ICICI Prudential Fixed Maturity Plan – 48.60 Nil Nil NilYearly Series 5ICICI Prudential Agressive Plan 33,223.68 Nil Nil Nil

ICICI Prudential Cautious Plan 34,199.76 Nil Nil Nil

ICICI Prudential Moderate Plan 34,421.13 Nil Nil Nil

ICICI Prudential Very Aggressive Plan 187,383.70 Nil Nil Nil

ICICI Prudential Very Cautious Plan 12,328.63 Nil Nil Nil

ICICI Brokerage Service Limited – Brokerage on secondary market transactions

ICICI Prudential Balanced Plan 762,989 1,047,893 1169117 85,395ICICI Prudential Blended Plan – Plan A Nil 2,20,230 760111 45,236ICICI Prudential Blended Plan – Plan B Nil 61,489 164108 NilICICI Prudential Child Care Plan – 163,412 103,311 104743 96,473Gift PlanICICI Prudential Child Care Plan – 1,917 14,397 6360 NilStudy PlanICICI Prudential Discovery Fund 678,319 1,640,708 3349143 132,648ICICI Prudential Dynamic Plan 555,997 2,444,858 3237473 881,297ICICI Prudential Emerging S.T.A.R. Fund 304,029 538,355 577102 211,170ICICI Prudential FMCG Fund 74,022 331,539 236726 50,300ICICI Prudential Fusion Fund Nil 149,310 405361 94,750ICICI Prudential Growth Plan 725,906 1,439,160 689814 102,252ICICI Prudential Income Multiplier Fund 46,684 207,255 236698 56,000ICICI Prudential Infrastructure Fund Nil 4,847,831 1725519 127,359ICICI Prudential Monthly Income Plan 738,221 505,407 339803 NilICICI Prudential Power 1,282,221 2,361,526 3408873 NilICICI Prudential Services Industries Fund Nil 903,971 171228 63,750ICICI Prudential Tax Plan 36,354 468,718 672398 364,166ICICI Prudential Technology Plan 387,399 100,194 119248 50,120ICICI Prudential E&D-Wealth Nil Nil 515208 216,900Optimiser PlanICICI Prudential E&D-Income Nil Nil 170024 1,136,568Optimiser PlanICICI Prudential Fusion Fund Series II Nil Nil Nil 88,250

ICICI Securities Ltd. (erstwhile ICICI Securities and Finance Co. Ltd.)**

ICICI Prudential Growth Plan 15 Nil Nil Nil

ICICI Prudential FMCG Fund 566 855 Nil 184.21

ICICI Prudential Balanced Fund 72,177 391 Nil 71.12

ICICI Prudential Tax Plan 25 40 Nil 7.28

ICICI Prudential Technology Fund 23,338 9,823 Nil 9.41

ICICI Prudential Power Nil 22 Nil Nil

ICICI Prudential Child Care Plan – Gift Plan 349 149 Nil Nil

ICICI Prudential Dynamic Plan 4 10 Nil 0.21

ICICI Prudential Income Plan 378,844 18 Nil 2.91

ICICI Prudential Monthly Income Plan 1,254 239 Nil 38.08

ICICI Prudential Liquid Plan 30,197 30,701 Nil 16.21

ICICI Prudential Gilt Fund – Investment 37,663 12,469 Nil 2218.51


122


ICICI Prudential Gilt Fund – Nil 1,144 Nil NilTreasury Investment Plan

ICICI Prudential Short Term Plan Nil 143 Nil 22.59

ICICI Prudential Gilt Fund Investment 7,572 17,140 Nil 220.13Plan– PF

ICICI Prudential Liquid Plan – 98,801 Nil Nil NilInstitutional Option

ICICI Prudential Liquid Plan – Nil 25,497 Nil NilInstitutional Plus Option

ICICI Prudential Liquid Plan – Nil Nil Nil 122.05Super Institutional Plus Option

ICICI Prudential Floating Rate Plan 21,583 46,957 Nil Nil

ICICI Prudential Fixed Maturity Plan – 6,205 Nil Nil NilSeries 25 – Quarterly Option

ICICI Brokerage Service Limited – Brokerage (erstwhile ICICI Web Trade Ltd)

ICICI Prudential Agressive Plan 31,686 67,261 79427 26605.35

ICICI Prudential Balanced Fund 103,015 231,984 240594 49916.94

ICICI Prudential Blended Plan – Plan A Nil 46,908 20065 3681.39

ICICI Prudential Blended Plan – Plan B Nil 18,995 6141 986.93

ICICI Prudential Cautious Plan 6,944 5,426 9826 1104.37

ICICI Prudential Discovery Pla 393,245 683,992 590944 76172.43

ICICI Prudential Dynamic Plan 101292 599,468 1511689 760098.46

ICICI Prudential Emerging S.T.A.R. 519,226 1,507,325 1474635 152328.30

ICICI Prudential Fixed Maturity Plan – Nil 5 32 NilSeries 27 – Monthly Plan

ICICI Prudential Fixed Maturity Plan – Nil 3,819 Nil NilSeries 28 – 16 Months Plan

ICICI Prudential Fixed Maturity Plan – Nil Nil 588 NilYearly Series 5

ICICI Prudential Flexible Income Plan 12,243 9,011 3561 2263.99

ICICI Prudential Floating Rate Plan 27,972 108,315 127674 18171.99

ICICI Prudential FMCG Fund 65,161 1,272,743 536438 43061.04

ICICI Prudential Fusion Fund Nil 7,604 277033 110897.90

ICICI Prudential Fusion Fund Series II Nil Nil Nil 24287.46

ICICI Prudential Gilt Investment 7715 2,626 2996 2401.80

ICICI Prudential Gilt Treasury 4004 3,300 2596 736.75

ICICI Prudential Growth Plan 167,620 269,415 221885 46492.25

ICICI Prudential Income Multiplier Fund 13,158 146,838 159206 49526.62

ICICI Prudential Income Plan 29,367 30,581 33237 4595.81

ICICI Prudential Infrastructure Fund Nil 4,089,369 3025617 628054.07

ICICI Prudential Interval Fund – Nil Nil Nil 27.07Monthly Plan I

ICICI Prudential Interval Fund – Nil Nil Nil 4.64Monthly Plan II

ICICI Prudential Interval Fund – Nil Nil Nil 1.67Quarterly Interval Plan-II

ICICI Prudential Liquid Plan 99,228 182,593 240762 167143.47

ICICI Prudential Liquid Plan – 40,105 8,337 Nil Nil 0.00Institutional Option



123

ICICI Prudential Liquid Plan – Nil Nil 8158 862.19Institutional Option-Plus

ICICI Prudential Moderate Plan 16,814 17,245 15179 2050.98

ICICI Prudential Monthly Income Plan 32,105 37,956 66727 9828.41

ICICI Prudential Power 199,823 353,286 649923 217499.64

ICICI Prudential Services Industries Fund Nil 150,413 661992 918953.31

ICICI Prudential Short Term Plan 12,816 72,371 57273 17369.34

ICICI Prudential Sweep Plan Nil Nil Nil 212.38

ICICI Prudential Tax Plan 205,137 2,442,972 2115651 272349.28

ICICI Prudential Technology Plan 167,897 240,350 488341 273755.02

ICICI Prudential Very Aggressive Plan 69,192 108,854 168208 28133.37

ICICI Prudential Very Cautious Plan 1,513 2,652 5625 1492.60

ICICI Prudential E&D-Income Nil Nil 1444373 28501.30Optimiser Plan

ICICI Prudential E&D-Wealth Nil Nil 1444373 74509.59Optimiser Plan

ICICI Prudential Fixed Maturity Plan – Nil Nil 1194 NilSeries 34 –15 Months Plan

ICICI Prudential Fixed Maturity Plan – Nil Nil 1224 NilSeries 34 –16 Months Plan

ICICI Prudential Fixed Maturity Plan – Nil Nil 1224 292.97Series 34 –6 Months Plan

ICICI Prudential Fixed Maturity Plan – Nil Nil Nil 146.81Series 35 –Three Months Plan A

ICICI Prudential Fixed Maturity Plan – Nil Nil Nil 19700.64Series 35 –One Year Plan

ICICI Prudential Fixed Maturity Plan – Nil Nil Nil 268.38Series 37 –3 Months Plus Plan B

ICICI Prudential Fixed Maturity Plan – Nil Nil Nil 1.280.00Series 37 –3 Months Plan B

ICICI Prudential Fixed Maturity Plan – Nil Nil Nil 101.94Series 37 –3 Months Plus Plan A

ICICI Prudential Fixed Maturity Plan – Nil Nil Nil 30.52Series 38 –3 Months Plan C -Retail

ICICI Prudential Fixed Maturity Plan – Nil Nil Nil 25774.30Series 38 –1 Year Plan -Retail

Way2Wealth Securities Pvt. Ltd. – Brokerage

ICICI Prudential Agressive Plan 16,786 4,750 2458 NilICICI Prudential Balanced Fund 157,923 100,755 82201 NilICICI Prudential Blended Plan – Plan A Nil 9,231 1558 NilICICI Prudential Blended Plan – Plan B Nil 1,609 1646 NilICICI Prudential Cautious Plan 90,797 7,302 1975 NilICICI Prudential Child Care Plan – 45,117 71,595 49670 NilGift Plan

ICICI Prudential Child Care Plan – 34,364 26,284 13891 NilStudy Plan

ICICI Prudential Discovery Plan 648.989 547,056 287258 Nil

ICICI Prudential Dynamic Plan 235,528 364,765 204846 Nil

ICICI Prudential Emerging Star 435,476 380,804 353950 Nil

ICICI Prudential Fixed Maturity Plan – 125 Nil Nil NilSeries 24 – Quarterly Plan


124



ICICI Prudential Fixed Maturity Plan – Nil Nil 2061 NilSeries 24 – Yearly Plan

ICICI Prudential Fixed Maturity Plan – Nil 2,968 3110 NilSeries 25 – Yearly Plan

ICICI Prudential Fixed Maturity Plan – Nil 249 Nil NilSeries 28

ICICI Prudential Fixed Maturity Plan – Nil 30,257 -13479 NilSeries 28 – Institutional Plan

ICICI Prudential Fixed Maturity Plan – Nil Nil 25303 NilSeries 30

ICICI Prudential Fixed Maturity Plan – 2,516 125 Nil NilYearly Series 12

ICICI Prudential Fixed Maturity Plan – 400 Nil Nil NilYearly series 6

ICICI Prudential Hybrid Fixed Maturity Plan Nil Nil 47 Nil

ICICI Prudential Fixed Maturity Plan – Nil Nil 143 NilYearly series 32 -3 Months Plan- C

ICICI Prudential Fixed Maturity Plan – Nil Nil 746 NilYearly series 32 -3 Months Plan- D

ICICI Prudential Flexible Income Plan 109,030 5,914 2464 Nil

ICICI Prudential Floating Rate Plan 224,269 30,036 9113 Nil

ICICI Prudential FMCG Fund 7,166 27,157 35879 Nil

ICICI Prudential Fusion Fund Nil 683 21576 Nil

ICICI Prudential Gilt Fund Treasury 39 14,474 8418 NilPlan – PF Option

ICICI Prudential Gilt Investment 400,147 137,818 6388 Nil

ICICI Prudential Gilt Investment – PF 4,670 4,257 2590 Nil

ICICI Prudential Gilt Treasury 5,030 4,955 3054 Nil

ICICI Prudential Growth Plan 165,071 103,755 73246 28446.68

ICICI Prudential Income Multiplier Fund 62,779 61,152 24843 26366.07

ICICI Prudential Income Plan 316,945 119,328 31405 2217.70

ICICI Prudential Index Fund Nil 1,740 1701 Nil

ICICI Prudential Infrastructure Fund Nil 904,235 250691 345994.91

ICICI Prudential Liquid Plan 123,568 71,848 92349 Nil

ICICI Prudential Liquid Plan – 33,188 6,545 15446 NilInstitutional Option

ICICI Prudential Liquid Super Nil Nil 15299 NilIInstitutional Plan

CICI Prudential Long Term Floating 9,650 14,317 60 NilRate Plan

ICICI Prudential Moderate Plan 29,563 8,985 3573 Nil

ICICI Prudential Monthly Income Plan 272,730 116,307 67847 Nil

ICICI Prudential Power 639,208 166,147 183588 Nil

ICICI Prudential Services Industries Fund Nil 21,978 34726 Nil

ICICI Prudential Short Term Plan 102,357 90,442 6273 Nil

ICICI Prudential Short Term Plan – 31,585 Nil Nil NilInstitutional Option

ICICI Prudential Sweep Plan Nil Nil 187 Nil

ICICI Prudential Tax Plan 57,442 450,826 223709 Nil

ICICI Prudential Technology Plan 140,889 70,903 42484 Nil


125


ICICI Prudential Very Agressive Plan 5,876 1,677 1300 Nil

ICICI Prudential Very Cautious Plan 19,732 955 103 Nil

Stock Holding Corporation of India Ltd.**

ICICI Prudential Child Care Plan – Study Nil Nil Nil 71.22

ICICI Prudential Dynamic Plan Nil Nil Nil 13328.28

ICICI Prudential Discovery Fund Nil Nil Nil 877.18

ICICI Prudential E&D – Wealth Nil Nil Nil 890.91Optimiser Plan

ICICI Prudential Emerging S.T.A.R. Nil Nil Nil 2012.81

ICICI Prudential FMCG Fund Nil Nil Nil 142.51

ICICI Prudential Growth Plan Nil Nil Nil 1781.9

ICICI Prudential Index Fund Nil Nil Nil 44.55

ICICI Prudential Infrastructure Fund Nil Nil Nil 16743.61

ICICI Prudential Monthly Income Plan Nil Nil Nil 400.93

ICICI Prudential Power Nil Nil Nil 613.44

ICICI Prudential Services Industries Fund Nil Nil Nil 4640.35

ICICI Prudential Tax Plan Nil Nil Nil 4836.74

ICICI Prudential Fixed Maturity Plan Nil Nil Nil 80.1

Series 36- 18 Months Plan A

ICICI Prudential Fixed Maturity Plan Nil Nil Nil 160.2Series 38- 1 Year Plan A

The percentage of brokerage paid to ICICI Brokerage Services Limited (IBSL) was @0.26% and for ICICI Web TradeLtd. @0.15% of transaction value and the same was in line with the norms relating to brokerage payments forsecondary market transactions of the Fund. The total business given to IBSL amounted to Rs. 31,943 lakhs, Rs.92,575 lakhs and Rs. 1,38,243 lakhs during the year 2004-2005, 2005-2006 and 2006-2007 respectively. From theperiod April 1, 2007 to July 25, 2007 the total business given to IBSL amounted to Rs. 29,928 lakhs. Further, IBSLwas paid a sum of Rs. 307,712 in connection with the rollover of ICICI Premier scheme towards service charges, inthe year 1998-99. **Brokerage has not been paid to ICICI Bank Ltd., ICICI Securities Ltd. and Stock HoldingCorporation of India Ltd. from June 2007 since these entities have not submitted the self-certification as mandatedby AMFI.

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 Primary Dealership Ltd {erstwhile ICICI Securities Ltd.}

Subscription in issues lead F.Y. 2004-2005 F.Y. 2005-2006** F.Y. 2006-2007 April 1, 2007managed by ICICI Securities till July 25,Primary Dealership Ltd {erstwhile 2007ICICI Securities Ltd.}

ICICI Prudential Balanced Fund 75,974,024 71,225,852 25,763,224 NilICICI Prudential Balanced Fund 75,974,024 71,225,852 25,763,224 21,506,260ICICI Prudential Blended Plan - Plan A Nil 57,267,107 43,582,271 NilICICI Prudential Child Care Plan- Gift Plan 28,922,878 16,564,696 7,085,836 5,375,860ICICI Prudential Child Care Plan- Study Plan 5,704,228 4,017,449 2,810,233 NilICICI Prudential Discovery Fund 35,137,272 369,817,593 45,778,667 37,635,720ICICI Prudential Dynamic Plan 57,794,214 141,085,626 57,728,542 107,532,240ICICI Prudential Emerging S.T.A.R. Fund 22,932,282 44,959,476 42,067,181 5,367,475ICICI Prudential Flexible Income Plan 250,000,000 Nil Nil NilICICI Prudential Floating Rate Plan 250,000,000 Nil Nil Nil

126


ICICI Prudential FMCG Nil 5,722,798 Nil NilICICI Prudential Fusion Fund Nil Nil Nil 26,883,060ICICI Prudential Fusion Fund Series II Nil Nil 28,047,467 64,518,780ICICI Prudential Growth Plan 161,791,526 34,390,937 18,160,313 21,506,260ICICI Prudential Income Multiplier Fund 126,604,402 33,087,034 17,048,009 10,753,600ICICI Prudential Infrastructure Fund Nil 278,952,608 61,453,375 155,839,515lICICI Prudential Liquid Plan 750,000,000 Nil Nil NilICICI Prudential Long Term Plan 150,000,000 Nil Nil NilICICI Prudential MIP Nil 52,825,249 Nil 10,753,600ICICI Prudential Monthly Income Plan 430,256,768 35,128,784 27,706,088 NilICICI Prudential Power 240,827,754 472,038,034 60,707,032 53,766,120ICICI Prudential Services Industries Fund Nil 170,418,405 6,729,114 30,109,140ICICI Prudential Short Term Plan 250,000,000 Nil Nil NilICICI Prudential Tax Plan 10,312,874 33,441,780 12,039,724 40,861,800ICICI Prudential Technology Fund 6,613,818 1,049,760 940,862 NilICICI Prudential Equity & Derivatives -Income Optimiser Fund Nil Nil 14,826,080 139,792,100ICICI Prudential Equity & Derivatives -Wealth Optimiser Fund Nil Nil 16,893,033 80,649,180

TOTAL 2,852,872,040 1,821,993,188 489,367,051 812,850,710

** Includes primary market applications pending allotment

The above investments were considered sound. Before making an investment, AMC evaluated the same on meritsand on arms’ length basis and in accordance with the objectives of the scheme.

c) Details of investments in companies that hold more than 5% of NAV of Schemes managed by the AMC, ason July 25, 2007

AIA Engineering

Scheme Name Units Value % to Nav

Equity

ICICI Prudential Balanced Fund 108,546 171,833,745 3.95%ICICI Prudential Dynamic Fund 122,592 194,069,266 0.81%ICICI Prudential Emerging S.T.A.R. Fund 192,256 304,350,861 2.72%ICICI Prudential Fusion Fund 117,991 186,785,653 2.50%ICICI Prudential Child Care Plan - Study Plan 2,538 4,017,781 1.35%ICICI Prudential Fusion Fund - Series Ii 193,700 306,636,785 2.66%ICICI Prudential Power 160,000 253,288,000 1.66%

Bharat Forge Limited


Equity

ICICI Prudential Equity & Derivatives Fund - 10,000 2,935,500 0.02% Income Optimiser Plan

Cipla Limited

Scheme Name Units Value % to Na

Equity

ICICI Prudential Blended Plan A 1,108,750 206,338,375 3.63%

SENSEX Prudential ICICI Exchange Traded Fund 413 76,880 0.89%

ICICI Prudential Index Fund 4,550 846,755 0.58%

Subscription in issues lead F.Y. 2004-2005 F.Y. 2005-2006** F.Y. 2006-2007 April 1, 2007managed by ICICI Securities till July 25,Primary Dealership Ltd (erstwhile 2007ICICI Securities Ltd.)


127

DLF Limited


Equity

ICICI Prudential Equity & Derivatives Fund-Wealth Optimiser Plan 400,000 254,860,000 2.22%

ICICI Prudential Blended Plan A 192,000 122,332,800 2.15%

ICICI Prudential Income Multiplier Plan 525,600 334,886,040 7.21%

ICICI Prudential Monthly Income Plan 800,000 509,720,000 8.83%

ICICI Prudential Equity & Derivatives Fund - 50,000 31,857,500 0.21%Income Optimiser Plan

Grasim Industries LimitedScheme Name Units Value % to Nav

Equity

ICICI Prudential Power 100,000 296,690,000 1.94%ICICI Prudential Dynamic Fund 70,400 208,869,760 0.87%ICICI Prudential Balance Fund 40,789 121,016,884 2.78%ICICI Prudential Growth Plan 51,185 151,860,777 3.17%Sensex Prudential ICICI Exchange Traded Fund 56 166,256 1.92%ICICI Prudential Index Fund 536 1,590,258 1.09%ICICI Prudential Infrastructure Fund 100,000 296,690,000 1.47%ICICI Prudential Equity & Derivatives Fund- Wealth Optimiser Plan 45,375 134,623,088 1.17%DebtICICI Prudential Flexible Income Plan 10 49,500,564 0.12%ICICI Prudential Short Term Plan 10 49,500,564 1.11%ICICI Prudential Income Multiplier Plan 1 9,910,508 0.21%ICICI Prudential Liquid Plan 19 188,271,161 0.11%

Hero Honda Limited

Equity



Hindalco Industries Limited

EquityScheme Name Units Value % to Nav

ICICI Prudential Equity & Derivatives Fund - Income 1,443,475 214,373,981 1.44%Optimiser PlanICICI Prudential Equity & Derivatives Fund- Wealth 311,025 57,057,536 0.50%Optimiser PlanSensex Prudential ICICI Exchange Traded Fund 601 110,223 1.27% ICICI Prudential Index Fund 7,262 1,319,962 0.91%Sensex Prudential ICICI Exchange Traded Fund 233 30,278 0.35%DebtICICI Prudential Flexible Income Plan 20 198,885,331 0.47%ICICI Prudential FMP Series 34- One Year Plan A 20 198,147,951 12.19%ICICI Prudential Liquid Plan 95 948,147,951 0.54%ICICI Prudential Floating Rate Plan 20 199,370,731 1.69%

128


Hindustan Unilever Limited (Formly Hll)

Equity


ICICI Prudential Equity & Derivatives Fund- Wealth Optimiser Plan 450,000 90,877,500 0.79%

ICICI Prudential Equity & Derivatives Fund - Income Optimiser Plan 77,000 15,550,150 0.10%

ICICI Prudential Index Fund 12,921 2,609,396 1.80%

ICICI Prudential FMCG Fund 121,000 24,435,950 3.17%

Sensex Prudential ICICI Exchange Traded Fund 903 182,316 2.10%

HCL Technologies Limited

Equity


ICICI Prudential Balance Fund 382,592 122,219,014 2.81%

ICICI Prudential Discovery Fund 1,900,000 559,435,000 7.50%

ICICI Prudential Dynamic Fund 1,417,000 452,660,650 1.88%


ICICI Prudential ICICI Prudential Growth Plan Plan 370,036 118,208,000 2.47%


ICICI Prudential Power 1,493,851 477,210,702 3.12%

ICICI Prudential Tax Plan 300,000 95,835,000 1.29%

ICICI Prudential Technology Fund 248,000 79,223,600 4.65%

Hero Motors Limited


Debt

ICICI Prudential Floating Rate Plan 45 45,000,000 0.38%

ICICI Prudential Monthly Income Plan 120 120,000,000 2.08%

ICICI Prudential Income Multiplier Plan 100 100,000,000 2.15%

ICICI Prudential Liquid Plan 55 55,000,000 0.03%

Indian Petrochemicals Corporation Ltd


Equity



ITC Limited


Equity


ICICI Prudential Child Care Plan - Gift Plan 100,000 16,590,000 1.36%


ICICI Prudential Dynamic Fund 6,499,000 1,078,184,100 4.48%

Sensex Prudential ICICI Exchange Traded Fund 2,156 357,573 4.13%



ICICI Prudential Growth Plan 425,980 70,670,082 1.48%


129

Infotech Enterprises Limited


Equity

ICICI Prudential Technology Fund 185,837 61,335,502 3.60%

ICICI Prudential Services Industries Fund 323,994 106,934,220 1.64%

ICI India Limited


Equity





ICICI Prudential Income Multiplier Plan 142,913 72,828,465 1.57%


ICICI Bank Limited


Equity

ICICI Prudential Blended Plan A 349,650 335,104,560 5.89%ICICI Prudential Discovery Fund 40,038 38,372,419 0.51%ICICI Prudential Growth Plan 225,807 216,413,429 4.52%ICICI Prudential Index Fund 6,213 5,954,539 4.10%ICICI Prudential Infrastructure Fund 860,814 825,004,138 4.09%ICICI Prudential Services Industries Fund 316,881 303,698,750 4.66%Sensex Prudential ICICI Exchange Traded Fund 868 832,803 9.61%ICICI Prudential Tax Plan 343,370 329,085,808 4.43%ICICI Prudential Income Multiplier Plan 76,640 73,451,776 1.58%ICICI Prudential Fusion Fund 153,599 147,209,282 1.97%ICICI Prudential Child Care Plan - Gift Plan 35,719 34,233,090 2.81%ICICI Prudential Monthly Income Plan 279,090 267,479,856 4.63%ICICI Prudential Power 726,448 696,227,763 4.55%ICICI Prudential Dynamic Fund 975,546 934,963,286 3.88%ICICI Prudential Balance Fund 179,487 172,020,341 3.96%ICICI Prudential Equity & Derivatives Fund - Income 966,315 926,116,296 6.24%Optimiser PlanICICI Prudential Equity & Derivatives Fund- Wealth 340,647 326,476,085 2.85%Optimiser PlanICICI Prudential Fusion Fund - Series II 168,637 161,621,701 1.40%ICICI Prudential Blended Plan B 36,050 34,550,320 8.36%

Debt

ICICI Prudential Long Term Floating Rate Plan 10,000 50,075,755 4.41%ICICI Prudential Equity & Derivatives Fund- 27,524,000 598,400,000 0.24%Wealth Optimiser PlanICICI Prudential Equity & Derivatives Fund - 20,244,700 2,024,470,000 13.63%Income Optimiser PlanICICI Prudential Blended Plan B 350,000 35,000,000 8.47%ICICI Prudential Blended Plan A 7,754,000 775,400,000 13.64%ICICI Prudential Dynamic Fund 22,063,700 2,206,370,000 9.16%ICICI Prudential Discovery Fund 3,500,000 350,000,000 4.69%ICICI Prudential Child Care Plan - Gift Plan 1,000,000 100,000,000 8.22%

130



DebtICICI Prudential Growth Plan 3,260,000 326,000,000 6.81%ICICI Prudential Infrastructure Fund 17,114,000 1,711,400,000 8.48%ICICI Prudential FMCG Fund 180,000 18,000,000 2.34%ICICI Prudential Services Industries Fund 5,088,000 508,800,000 7.81%ICICI Prudential Tax Plan 1,498,000 149,800,000 2.01%ICICI Prudential Income Multiplier Plan 6,204,000 620,400,000 13.36%ICICI Prudential Fusion Fund 2,080,000 208,000,000 2.78%ICICI Prudential Fusion Fund - Series Ii 1,611,300 161,130,000 1.40%ICICI Prudential Child Care Plan - Gift Plan 5,000 500,000 0.04%ICICI Prudential Liquid Plan 88,800,000 8,880,000,000 5.06%ICICI Prudential Monthly Income Plan 9,112,000 911,200,000 15.78%ICICI Prudential Power 2,843,300 284,330,000 1.86%ICICI Prudential Emerging S.T.A.R. Fund 1,180,000 118,000,000 1.05%ICICI Prudential Balanced Fund 3,088,000 308,800,000 7.10%ICICI Prudential FMP Series 34- One Year Plan B 9,500,000 950,000,000 7.02%ICICI Prudential FMP Series 34- 6 Months Plan 1,500,000 150,000,000 8.33%ICICI Prudential FMP Series 35- 13 Months Plan B 7,500,000 750,000,000 9.77%ICICI Prudential FMP Series 37- 14 Months Plan 2,000,000 200,000,000 9.03%

Infrastructure Development Fin.Corp


Equity

ICICI Prudential Equity & Derivatives Fund - Income Optimiser Plan 1,224,250 161,417,363 1.09%

Debt

ICICI Prudential FMP Series 35- 13 Months Plan B 60 411,232,986 5.35%ICICI Prudential Flexible Income Plan 120 1,200,000,000 2.85%ICICI Prudential FMP Series 38- 3 Months Plan C 906 449,088,060 36.01%ICICI Prudential FMP Series 34- 16 Months Plan 300 301,965,226 10.19%ICICI Prudential Income Multiplier Plan 150 148,177,587 3.19%ICICI Prudential Hybrid FMP - 13 Months Plan 1,000 995,017,927 11.82%ICICI Prudential Income Plan -Dividend 200 197,570,116 6.40%ICICI Prudential Liquid Plan 1,144 1,041,332,402 0.59%ICICI Prudential Monthly Income Plan 250 246,962,645 4.28%ICICI Prudential Blended Plan A 100 98,785,058 1.74%ICICI Prudential Balanced Fund 150 148,177,587 3.41%ICICI Prudential FMP Series 37- 14 Months Plan 350 325,143,758 14.69%ICICI Prudential FMP Series 34-15 Months Plan 500 393,975,971 9.16%

India Nippon Electricals Ltd


Equity

ICICI Prudential Discovery Fund 472,727 76,463,592 1.03%


131

Larsen & Toubro Limited


Equity

ICICI Prudential Equity & Derivatives Fund- Wealth Optimiser Plan 60,000 154,134,000 1.34%ICICI Prudential Index Fund 1,661 4,266,943 2.94%ICICI Prudential Infrastructure Fund 200,000 513,780,000 2.55%Sensex Prudential ICICI Exchange Traded Fund 208 535,184 6.18%ICICI Prudential Income Multiplier Plan 18,075 46,432,868 1.00%ICICI Prudential Growth Plan 78,595 201,902,696 4.22%ICICI Prudential Monthly Income Plan 13,790 35,425,131 0.61%ICICI Prudential Power 145,000 372,490,500 2.43%

Debt

ICICI Prudential FMP Series 34- 16 Months Plan 30 300,947,861 10.16%

ICICI Prudential FMP Series 35-13 Months Plan A 5 50,157,977 1.92%

Maruti Udyog Limited


Equity

ICICI Prudential Equity & Derivatives Fund- Wealth Optimiser Plan 160,000 129,584,000 1.13%ICICI Prudential Discovery Fund 100,000 80,990,000 1.09%ICICI Prudential Dynamic Fund 1,100,000 890,890,000 3.70%ICICI Prudential Power 378,100 306,223,190 2.00%ICICI Prudential Index Fund 1,692 1,370,351 0.94%Sensex Prudential ICICI Exchange Traded Fund 94 76,102 0.88%ICICI Prudential Growth Plan 75,000 60,742,500 1.27%

Raymond Limited


Equity

Equity


ICICI Prudential Discovery Fund 696,679 196,533,146 2.63%

Debt

ICICI Prudential Liquid Plan 74 740,000,000 0.42%

Sesa Goa Limited


Equity



Sterlite Industries (India) Limited

Scheme Name Units Value % To Nav

Equity

ICICI Prudential Balanced Fund 125,209 83,739,779 1.93%


ICICI Prudential Fusion Fund - Series II 50,034 33,462,739 0.29%

ICICI Prudential Growth Plan 125,000 83,600,000 1.75%

ICICI Prudential Dynamic Fund 25,842 17,283,130 0.07%

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Tata Motors Limited


Equity

Sensex Prudential ICICI Exchange Traded Fund 189 137,205 1.58%


Debt

ICICI Prudential Flexible Income Plan 200 51,228,896 0.12%

Thermax Limited


Equity


Trent LimitedScheme Name Units Value % to Nav

Equity

ICICI Prudential Monthly Income Plan 48,970 35,104,145 0.61%ICICI Prudential FMCG Fund 104,740 75,082,869 9.75%ICICI Prudential Child Care Plan - Study Plan 3,672 2,632,273 0.88%ICICI Prudential Income Multiplier Plan 86,148 61,755,194 1.33%ICICI Prudential Tax Plan 329,254 236,025,730 3.17%

Debt

ICICI Prudential Child Care Plan - Study Plan 8,000 3,864,223 1.30%

Warrants

ICICI Prudential FMCG Fund - 8,000 1,508,000 0.20%

Tata Consultancy Services LimitedScheme Name Units Value % to Nav

Equity

ICICI Prudential Equity & Derivatives Fund- Wealth Optimiser Plan 314,503 361,112,345 3.15%ICICI Prudential Power 672,528 772,196,650 5.05%ICICI Prudential Index Fund 5,730 6,579,186 4.53%ICICI Prudential Services Industries Fund 82,624 94,868,877 1.46%Sensex Prudential ICICI Exchange Traded Fund 160 183,848 2.12%ICICI Prudential Tax Plan 250,000 287,050,000 3.86%ICICI Prudential Technology Fund 122,866 141,074,741 8.28%ICICI Prudential Income Multiplier Plan 79,440 91,213,008 1.96%ICICI Prudential Fusion Fund - Series II 335,000 384,647,000 3.33%ICICI Prudential Growth Plan 119,286 136,964,185 2.86%ICICI Prudential Monthly Income Plan 46,440 53,322,408 0.92%ICICI Prudential Dynamic Fund 1,350,000 1,550,070,000 6.43%ICICI Prudential Balanced Fund 85,771 98,482,262 2.27%

Videsh Sanchar Nigam LimitedScheme Name Units Value % to Nav

Equity


Wipro LimitedScheme Name Units Value % to Nav

Equity

ICICI Prudential Growth Plan 205,147 102,337,581 2.14%Sensex Prudential ICICI Exchange Traded Fund 238 118,750 1.37%ICICI Prudential Index Fund 8,543 4,261,676 2.93%


133

d) PENALTIES & PENDING LITIGATIONS

A. Cases of penalties awarded by SEBI under the SEBI act or any of its regulations or any other regulatory bodyagainst the sponsor of the mutual fund or any company associated with the sponsor in any capacity such as theasset management company, trustee company/board of trustees, or any of the directors or key personnel of theasset management company and trustee company:

ICICI Bank Ltd

1. ICICI Bank (the Bank) received show cause notices in the matter of alleged custom duty and excise dutyevasion by the companies mentioned below in respect of the equipments purchased for their projectfunded by the Bank under Asian Development Bank (ADB) / World Bank line of credit. The saidcompanies, have paid the duty under protest and sought refund thereof. The Bank filed its repliesthrough advocates and agues the matter. In the following cases, penalties have been levied.

On January 25, 2007 the Assistant Commissioner of Central Excise, Kolkata passed an order and imposeda fine of Rs.0.19 million on us in respect of the case of Balrampur Chini Mills Ltd. We have filed anappeal before the Commissioner of Central Excise (Appeals), Kolkata. On, 15 June 2007, after consideringthe submissions made, the Commissioner of Central Excise, Appeals directed the Commissioner ofCentral Excise to prove the show cause notice and the hearing notice was served upon ICICI Bank Ltd.ICICI Bank Ltd. has been directed to file return submissions. On an application for the stay of proceedingsmade by ICICI Bank, the Commissioner of Central Excise, Appeals, has granted the said application andhas directed the Commissioner of Central Excise not to take any coercive action against ICICI Bank Ltdfor recovery of penalty.

Pursuant to the show cause notice served to us in the matter relating to Triveni Engineering andIndustries Ltd., hearing has been fixed for August 23, 2007.

Pursuant to the show cause notice in the case of Rashtriya chemicals & Fertilizers Ltd (RCF), on December15, 2005 the Commissioner of Customs (Import) passed an order and imposed the penalty of Rs. 50 lacson ICICI Bank. The Bank has filed an appeal before the Customs, Central Excise and Service Tax AppellateTribunal and on November 10, 2006 a stay has been granted against recovery and waiver of predepositof 50 lacs. Final hearing of the appeal is pending.

On April 21, 2006 the Commissioner of Customs (Import) passed an order and imposed the penalty ofRs. 2 crores on ICICI Bank in respect of the case of MALCO. The Bank has filed an appeal before theCustoms, Central Excise and Service Tax Appellate Tribunal. The Appellate authority has observed that,prima facie the penalty on the Bank is on the higher side and directed ICICI Bank to deposit Rs. 20 lacs.We filed a writ petition in Madras High Court for challenging this order and stay was granted in favourof ICICI Bank on 19th January, 2007 against predeposit and made absolute on 21st March 2007.CESTAT Appeal was on April 20, 2007, which has now been adjourned.

On September 29, 2006 the Commissioner of Customs (Import) passed an order and imposed thepenalty of Rs. 10 lacs on ICICI Bank in respect of the case of Jindal Steel & Power Ltd. The Bank has filedan appeal before the Customs, Central Excise and Service Tax Appellate Tribunal. On January 8, 2007stay against recovery and waiver of predeposit of 10 lakhs granted. Final hearing of the appeal ispending.

2. ICICI Bank (the Bank) has received a show cause notice dated January 31, 2005 from Reserve Bank ofIndia (RBI) in relation to M/s Anand Agencies, wherein the Bank was called upon to show cause whyproceedings should not be initiated against the Bank for non-adherence to RBI directions on theprocedure for return/dispatch of dishonoured cheques, and why monetary penalty of Rs. 5 lacs shouldnot be imposed on the Bank. The position of the Bank has been explained to RBI and a writtensubmission was also made.

3. ICICI Bank (the Bank) had sanctioned External Commercial Borrowing (ECB) facility to a customer onFebruary 5, 2004 from its Singapore Branch. It was observed by RBI that since the customer was engagedin "retail" sector, the sanction of the ECB facility is not in compliance with the guidelines of RBI datedJanuary 31, 2004. RBI had observed that, as per these guidelines, ECB could be sanctioned only tocustomers who are engaged in "real sector comprising of the industrial and especially the infrastructuresector in India". Accordingly, RBI issued a Show Cause Notice on June 22, 2006, to the Bank for non-compliance with the extant rules/regulations/directions under the Foreign Exchange Management, Act1999. The Bank had submitted its detailed response to the Show Cause Notice vide letter dated June 30,2006 stating that the sanction of the facility was undertaken, as the Bank understood that the "retailsector" fell under the category of the "real sector" and that the "real estate sector" was the onlyineligible sector as per the RBI guidelines. Certain additional information was also submitted to RBI.Subsequently, the Bank had made an oral submission to the Executive Director of RBI on August 4, 2006explaining its earlier submissions in detail. RBI has advised that the guidelines issued by RBI be adheredto both in letter and spirit, and the lapses do not recur.

4. Pursuant to reports received from the Securities & Exchange Board of India (SEBI), Reserve Bank of India(RBI) had conducted a scrutiny with regard to certain accounts across various banks including ICICI Bank.Based on the scrutiny conducted, RBI had issued a show cause notice dated December 29, 2005 to

134


seven banks including ICICI Bank. In the show cause notice issued to ICICI Bank, RBI observed that ICICIBank had violated the RBI directions, instructions and guidelines relating to opening of accounts,monitoring of transactions and non-adherence to normal banking practices. ICICI Bank submitted itsdetail response to RBI, which was followed by an oral submission, stating that the RBI regulations havebeen adhered to and that the normal banking practices have been followed. After considering thesubmissions of the seven banks, RBI had imposed penalty on these banks ranging from Rs. 5 lacs to Rs.20 lacs. A penalty of Rs. 5 lacs was imposed on ICICI Bank by RBI, vide its communication dated January23, 2006. The steps taken by RBI against the banks are aimed at strengthening the country's bankingsystem and ensuring that instances of misuse of the banking system by certain individuals, seeking tomanipulate capital market processes, are prevented. ICICI Bank has paid the penalty of Rs. 5 lacs.

5. The Securities and Futures Commission of Hong Kong ("SFC") had filed charges against ICICI Bank (theBank) for carrying on the business of dealing in securities in Hong Kong between June 15, 2004 andMarch 8, 2006, without having a license to do so. ICICI Bank had accepted the charges without contestingand had submitted its mitigation statement before the Court. The Eastern Magistrate's Court, HongKong, consequently fined the Bank a sum of HKD 40,000 (USD 5,120 -- INR 2.2 lacs) and ordered theBank to further reimburse prosecution costs of HK$ 54,860 (USD 7000 -- INR 3.01 lacs) to the SFC. Thecontravention was limited to a small segment of the branch's business in Hong Kong and has notresulted in any loss either to the Bank's customers or to the Bank. The Bank has, based on the findingsof an internal review conducted upon the discovery of this incident in April 2006, taken appropriatestaff accountability actions against the relevant staff whose conduct resulted in the contravention. TheBank has since implemented significant measures to strengthen the compliance, monitoring and controlfunctions at the Hong Kong Branch which included bringing in a new management team.

6. The Securities and Exchange Board of India (SEBI) issued a notice to us in connection with matterspertaining to erstwhile Bank of Madura's Bhadra, Ahmedabad branch, asking to show cause as to whythe said branch should not be suspended from conducting merchant banking activities for a period of 6months. SEBI stated that there were irregularities in fiscal 1996 in the operations of the account ofNorth Star Gems Limited with this branch. A detailed reply was filed with SEBI in this regard. SEBI videorder dated October 16, 2002 issued a warning to the Bhadra, Ahmedabad branch with a furtherdirection to that branch to act with due skill, care and diligence while acting as banker to an issue. SEBInoted that we had taken appropriate disciplinary action against the concerned employees. SEBI furthernoted that inspection by the Reserve Bank of India did not indicate malafide actions on the part of ourofficials. In view of the same, SEBI concluded that the aforesaid warning would suffice as sufficientaction against the branch.

7. Ms. Nivedita Sharma has filed a consumer complaint before the State Consumer Disputes RedressalCommission, Delhi against Bharti Televenture, ICICI Bank (the Bank) & American Express (OppositeParties) (CC No. 09/06). She has alleged that ICICI Bank & American Express have purchased the confidentialinformation pertaining to her & other subscribers from Bharti Televenture and other mobile serviceproviders indulging in tele-marketing activities leading to invasion of her right to privacy under Article21 of Constitution. She had claimed compensation to the tune of Rs. 34.5 Lacs from the OppositeParties (claim against the Bank is Rs. 11.5 lacs). Cellular Operators Association of India (COAI) also gotimpleaded as a party in this matter. The Bank took a preliminary objection stating that she is not a"Consumer" of the Bank, as provided for in the Consumer Protection Act, as she has not been providedany services by the Bank. Further, the Bank has denied purchasing any such confidential information ofthe subscribers. The final hearing in this matter was held on November 27, 2006 and the final orderswere reserved. Neither the date for pronouncement was provided nor was the matter listed on the Boardof the Commission. On January 15, 2007, Commission came out with a Press Note and subsequent tothat, we have obtained a copy of the final order dated December 26, 2006, whereby the penalty of Rs.25 Lacs has been jointly imposed upon ICICI Bank & American Express (the Bank's share Rs. 12.5 lacs)and Rs. 50 Lacs against Bharti Televenture & COAI. Also, a compensation of Rs. 50,000/- has beengranted in favour of the Complainant, to be shared equally by all the four parties (the Bank's share Rs.12,500/-). The Bank has filed a writ before the Delhi High Court.

8. O.R.J.Electronic Oxides Limited - The erstwhile Bank of Madura (the Bank) granted lease finance of US $72,00,000 (INR Rs. 2578.00 lakhs) to the company on May 22, 1997 for import of capital goods fromIPTE, Inc., USA.

1) Based on DRI's Report : Commissioner of customs initiated proceedings and imposed a fine of Rs.1crore on the Bank. The same has been remanded by the Central Excise and Service Tax AppellateTribunal (CESTAT) to another Commissioner of Customs for De Nova adjudication.

The Commissioner of Customs, Tuticorin, without making fresh adjudication passed an order datedSeptember 28, 2006 (received by us on November 2, 2006) based on the earlier DRI's investigationreport and the documents mentioned therein. The Commissioner has held that both the Bank andORJ are the joint importers of machinery and willfully and collusively misdeclared to the customsauthorities the value and the description of the worthless capital goods of Indian origin. Hence hehas directed -


135

a. payment of customs duty of Rs.12,86,61,198/- payable by the Bank and ORJ jointly and severally;

b. to redeem confiscated goods on payment of fine of Rs.1,00,000/- jointly and severally by theBank and ORJ;

c. penalty of Rs.5,00,00,000/- payable by the Bank;

d. penalty of Rs.5,00,00,000/- payable by ORJ; and

e. payment of penalty of Rs.1,00,00,000/- by Late N.M.Parthasarathy,

Chairaman and Managing Director, M/s ETK International Ferrites

Limiited, Ranipet, Tamil Nadu.

We filed an appeal No.C/PD/326/06 before CESTAT on December 4, 2006. We have also filed anapplication No.C/Appl.516/06 for interim stay and waiver of deposits. CESTAT after hearing thearguments of our Senior Counsel at length granted waiver of deposit of both the fine and thecustoms duty of Rs.180.0 million and interim stay of the above order on March 5, 2007.

2) Based on DRI's Report : Enforcement Directorate initiated proceedings against the Bank and itsofficials for aiding and abetting the importer and the company in acquiring foreign exchange to thetune of US $ 72 lacs and imposed a fine of Rs.10.00 lacs on the Bank. We have filed an Appeal No.496 of 2004 against this order, before the Appeal Tribunal for Foreign Exchange Regulation Act(FERA), Delhi and obtained interim stay on condition of deposit of 50% of the fine imposed.Against this order of conditional stay we filed a writ petition in High Court, Madras and obtainedinterim stay. The appeal before FERA Appellate Tribunal, Delhi was posted on February 27, 2006 andour Advocate argued that since interim stay has been granted by the High Court, Madras theAppellate Tribunal should not proceed further in the matter. Considering our arguments the AppellateTribunal adjourned the appeal and advised us to inform the outcome of the Writ Petition.

3) Based on DRI's Report : CBI investigated into the allegations of criminal conspiracy, cheating etc.,against our Bank and its officials, also against M/s Sundaram Finance Limited and its officials, andalso against ORJ Electroncis and Oxide Limited and the importer (IPTE Inc., USA). Chargesheet hasbeen filed by CBI before the Chief Metropolitan Magistrate, Egmore against all the persons concernedin Crl. Case No. 5 of 2004. M/s Sundaram Finance Limited filed a Crl.O.P.No.22976 of 2004 beforethe High Court, Madras and sought for quashing of the above criminal proceedings. An interim staywas granted by the High Court in Crl. M.P.No.7436 of 2004 on the criminal proceedings pendingon the file of the Chief Metropolitan Magistrate, Chennai. However all the cases are being reposted.

4) Based on DRI's Report : Joint Commissioner of Income Tax, Special Range III, Chennai by its orderdated 28-2-2001 disallowed the depreciation on the lease finance amount of Rs.2578 lacs therebycalled upon the Bank to pay arrears of Income Tax for a sum of Rs.15,83,42,475/-. This order wasconfirmed by the Commissioner of Income Tax, (Appeals) and against which the Bank filed anappeal before the Income Tax Appellate Tribunal and the same is pending.

5) The Enforcement Directorate (ED) issued a prohibitory order to the Bank to freeze the ForeignCurrency Non Resident Deposit (FCNRD) of IPTE placed in the name of M/s ETKIF, America for Rs.2.00crores during the year 2000 and RBI also issued directions to the Bank to remit the proceeds toDirectorate of Enforcement under Sec. 11 of FEMA. The Bank has replied to both ED and RBI thatsince Income Tax liability is crystallized for Rs.15.83 crores against the Bank, the Bank has exerciseda lien on the deposits of IPTE. We have also met the RBI officials in the personal hearing given to usand made our submissions. RBI since passed an order accepting our contentions and advised theBank to clarify the position to Enforcement Directorate and hence a detailed letter has been sent inconsultation with our Senior Counsel. However RBI has sought for certain clarification, which hasbeen replied.

Sundaram Finance filed an application No.2035 of 2007 before High Court, Madras in the arbitrationproceedings initiated against ETK Softek Private Limited and obtained Pro-Order dated February 23,2007 against deposits held by us in the name of ETKIF America Inc and ETKIF Export Consultants.We entered appearance through our Advocate in the above application. The FCNR deposits held byus in the name of ETKIF America Inc has already been lien marked in our favour for the Income Taxliability and Sundaram Finance has no locus standi to claim the deposits in the name of ETKIFAmerica Inc and hence this Pro-Order will be set aside.

136


Prudential Plc. & its associates:

Date Company Description of Sanction

27 January Prudential Personal PPEPL was reprimanded and fined £75,000 by IMRO for1997 Equity Plans Limited breaches of IMRO rules relating to its PEP business:- failed to

(PPEPL) carry out reconciliations and corrections of PEP client money accounts-failed to notify IMRO that these had not been done- failed to haveadequate compliance arrangements in specific areas of its business.

April 1999 M&G Financial Following a regular Inland Revenue PEP audit, M&GFSL haveServices Limited reached agreement to pay the following:- missing application forms -(M&GFSL) £550- incorrect handling of void PEPs - £3,250- accepting “paid for” as

well as “free” shares during the take-on of Norwich Union windfallshares - £600 plus repayment of any wrongly claimed tax credits.

29 October The Prudential PAC was fined £650,000 by PIA for failures in its pensions2001 Assurance Company review procedures relating specifically to delays in making payments

Limited (PAC) of redress to supplement pension policy benefits of those who hadretired and beneficiaries of those who had died; and its record-keeping.

6 March Scottish Amicable SAL was fined £750,000 by the FSA in respect of sales of mortgage2003 Life plc (SAL) endowments by its tied agents in 2000. Advisers did not place

appropriate emphasis on identifying whether customers were preparedto take the risk that the endowment might not perform well enough topay off the mortgage.

NB: Some fines and cost orders of $1000 and below made by State Insurance Departments in the US areexcluded from the above

Associates of ICICI Bank

ICICI Securities Limited (ICICI Securities)

1. ICICI Securities was awarded two penalty points by SEBI for non-submission of the Letter of Offer in theRights issues of Siroplast Limited and Thane Electricity Company Limited during 1995 and one penaltypoint for non-submission of post-issue report in the public issue for Shree Rajasthan Texchem Limited.

2. Two warning letters were issued by SEBI on October 2, 1998 in the public issue of Hindustan MotorsLimited and on July 11, 2000 in the public issue of Cadila Healthcare Limited respectively.

ICICI Brokerage Services Limited (ICICI brokerage)

1. The NSE had, in its letter dated November 26, 2002 reference no NSE/INSP/ACT/2001-02/31487,reprimanded ICICI Brokerage and levied a penalty of Rs. 30,000/- subsequent to an inspection done byit. The penalty was with respect to the purported violations of short sales (three instances on March 9,2001 and one instance on March 12, 2001) and the transfer of client shares to own account (12instances during February-March 2001). However, ICICI Brokerage had made a representation to NSErequesting a waiver of the penalties, since these arose from genuine technical difficulties in the internettrading systems of ICICI Web Trade Limited, which had been using ICICI Brokerage to execute the tradeson NSE. ICICI Brokerage had therefore requested NSE for a review of the penalty and submitted allnecessary documents in support of this. NSE accepted ICICI Brokerage’s representation and waived theabove penalty.

2. SEBI had issued a show cause notice to ICICI Brokerage with regard to the agency business done onbehalf of one of its clients in the shares of Global Trust Bank. ICICI Brokerage replied to the show causenotice denying the allegations and findings of SEBI. Thereafter, SEBI granted a personal hearing onNovember 24, 2003. Subsequent to the hearing, SEBI vide its letter dated February 5, 2004 issued ashow cause notice to ICICI Brokerage as to why the penalty of suspension of registration of ICICIBrokerage Services Limited for a period of four months as recommended by the enquiry officer shouldnot be imposed. ICICI Brokerage had vide its letter dated February 23, 2004 submitted its reply to thesaid show cause notice denying all the allegations and the findings of the enquiry officer and that thecharges against ICICI Brokerage stated in the show cause notice of February 5, 2004 be accordinglywithdrawn. Further, ICICI Brokerage was granted a personal hearing before the Chairman, SEBI onMarch 18, 2004 wherein ICICI Brokerage was represented by its legal counsels. ICICI Brokerage re-iterated that it denied the allegations and findings of SEBI as stated in their show cause notice and alsothat the findings of SEBI were based merely on inferences and surmises without any proof of guilt ormarket manipulation part of ICICI Brokerage. A written submission of the arguments presented at thepersonal hearing was also forwarded to SEBI. The Chairman, SEBI vide order dated September 9, 2004discharged ICICI Brokerage from the proceedings in the said matter.

3. As per normal practise, the BSE/NSE and SEBI from time to time conduct inspections of its member/registered brokers. Accordingly, a regular inspection was conducted by SEBI of ICICI Brokerage’s booksfor the period April, 2001 to March, 2003. The inspection report had brought out certain irregularitiessuch as difference of trade details in under separate accounts maintained by us; PAN not being quoted


137

on contract notes in some cases and non-segregation of clients and our own funds. In this regard SEBIhas vide its letter dated March 23, 2004 advised ICICI Brokerage to rectify the irregularities and warnedit not to repeat the same in future.

4. The NSE levied a penalty of Rs. 1,22,500/- on ICICI Brokerage for delayed submission of the ‘WDMsegment’ Annual Compliance Report for 2002-2003. Whilst the fine has been debited, ICICI Brokeragehas replied to the NSE stating its factual position and requested a reversal of the above penalty. The NSEthereafter placed the matter before its Disciplinary Action Committee, which has reduced the penalty toRs. 1 lakh. ICICI Brokerage has sought a review of the said penalty. Upon review, NSE vide letter datedFebruary 15, 2005 has absolved ICICI Brokerage of the irregularity and has waived the penalty.

ICICI venture Funds Management Company Limited (ICICI Venture)

1. ICICI Equity Fund (the “Fund”), a fund managed by the ICICI Venture was originally registered with theSEBI as a Venture Capital Fund under the SEBI (Venture Capital Funds) Regulations, 1996 (hereinafter the“Regulations”). The Fund de-registered from SEBI in the year 2002. In this process, the Fund firstamended its Private Placement Memorandum (PPM) and pursued investment objectives permitted underthe amended PPM before completing the de-registration formalities. During the course of its investmentactivity, the Fund invested in certain securities, which were in excess of the limitations and restrictionsimposed by the then prevailing Regulations. SEBI was of the view that the Fund should have completedthe de-registration formalities before pursuing investments in the aforesaid securities. The Fund suomoto communicated these developments to SEBI and initiated a dialogue to conclude and regularizethis matter. Upon consideration of the voluntary disclosures and representations made by ICICI Venture,SEBI vide its letter dated January 9, 2003 communicated that the above procedural lapse had beenviewed seriously and advised ICICI Venture to take due care in future and improve its compliancemechanisms and standards to avoid recurrence of such incidents.

2. SEBI, Madras had issued a show cause notice dated May 31, 2002 to ICICI Venture alleging contraventionof sub-Regulation 1 and sub-regulation 3 of Regulation 6 (for the year 1997) and sub-regulation 1 andsub-regulation 2 of Regulation 8 (for the years 1998, 1999, 2000 and 2001) of the Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 for failure/delay in making the disclosure of its shareholding in Vimta Labs Limited. Adjudication proceedings wereheld. Based on the submissions made by ICICI Venture, SEBI vide order dated November 1, 2002exonerated ICICI Venture from liability.

ICICI Investment Management Company Limited (ICICI Investment Management)

1. ICICI Investment Management is the asset management company of “ICICI Securities Fund”, a mutualfund registered with the SEBI. SEBI had issued on May 22, 2000, a warning letter to ICICI InvestmentManagement Limited for the lack of due diligence while submitting the offer document for ICICI CBOFund.

The AMC: Nil

The Trustee: Nil

B. Any pending material litigation proceedings incidental to the business of the mutual fund to which thesponsor of the mutual fund or any company associated with the sponsor in any capacity such as theAMC, Board of trustees/trustee company or any of the directors or key personnel is a party. Anypending criminal cases or economic offence cases against the sponsor or any company associated withthe sponsor in any capacity such as AMC, Board of Trustees/Trustee Company or any of the directors orkey personnel.

ICICI Bank

There are no outstanding or pending litigations or suits or proceedings, pertaining to matters incidental tothe business of Mutual Fund whose outcome could have a material effect on us. However, at June 30, 2007,the following are the outstanding or pending litigations or suits or proceedings against ICICI Bank involving aclaim of Rs. 10 crores and more, and criminal complaints or cases against us and our directors. The compiledposition of claims against us (excluding tax related matters) involving an amount of less than Rs. 10 crores hasbeen provided separately as under.

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CLAIMS AGAINST ICIC BANK AS ON JUNE 30, 2007 WHERE THE CLAIM AMOUNT IS LESS THAN RS. 10 CRORES& CASES WITH NO MONETARY CLAIMS

Sr. Nature of claim Cases with Monetary Cases withNo. Claim less than no monetary

Rs.10 crs. claim

Number Amt in Crs Number

1 Suits filed by shareholders/bond holders of the Bank. 31 0.3018 395

2 Suits filed by debenture holders against the Bank asDebenture Trustees. 20 0.0662 7

3 Suits filed by lessees/hirers seeking injunctionagainst the Bank 60 0.4400 38

4 Counter claims filed by Borrower/s or Guarantor/s. 12 17.6150 1

5 Suits/Cases filed by other persons 7 9.3905 1

6 Writ Petitions filed by employees/ex employees 4 0.1511 50

7 Writ Petitions filed by other persons 6 0.1970 11

8 Cases filed before the Banking Ombudsman 17 0.6718 146

9 Suits pertaining to fraudulent transactions/theft/deceit/misrepresentation or similar conduct 24 7.0000 3

10 Suits pertaining to foreign exchange regulations 1 0.0500 0

11 Suits pertaining to products /facilities provided by the Bank 532 28.0313 2781

12 Suits pertaining to interest charges 9 2.2620 2

13 Suits pertaining to property disputes 9 3.4280 21

14 Suits where the bank is impleaded as Proforma Defendant 0 0.0000 19

15 Suits/Cases in respect of labour related matters 4 0.2123 21

16 Criminal cases against the Bank/Directors/Senior Mgmt./Officials of the Bank 3 1.0711 15

17 Cases filed under Sec. 138 of Negotiable Instruments Act 1 0.1800 0

18 Suits against Government of India (SDFC cases) 0 0.0000 10

19 Miscellaneous suits/legal proceedings in thecourse of business 423 18.6083 35

TOTAL 1163 89.6765 3556

DETAILS OF CLAIMS AGAINST THE BANK AS ON JUNE 30, 2007 WHERE THE CLAIM AMOUNT IS MORE THANRS. 10 CRS.

1. Special Civil Suit No. 3189 of 2002 - The suit was filed by Mardia Chemicals Limited (MCL) against ICICIBank Ltd (the Bank) and Mr. K.V. Kamath and Ms. Lalita Gupte, in their capacity as the Bank's ManagingDirector and Joint Managing Director for damages amounting to Rs. 5631.34 crores. The City Civil Courtat Ahmedabad (Civil Court)on the application of the Bank, rejected the claim on various groundsincluding the ground that the suit is essentially a counter claim to the suit filed by the Bank before theDebt Recovery Tribunal (DRT),Mumbai and returned the plaint filed by MCL. On appeal by the MCL, theHigh Court of Gujarat partly allowed the appeal and passed a common order holding that the suitagainst the Bank would have to be filed before the DRT Mumbai but allowed the continuance of the suitagainst the Directors of the Company. MCL has been ordered to be wound up, the Hon'ble Court hasissued notice to the Official Liquidator(OL). MCL has filed an application for amendment of their originalplaint. The matter was listed on board before the Auxiliary Chamber Judge, City Civil Court at Ahmedabadon Aug 01, 2007 .After the permission to proceed in the absence of the authorized representative of OL,the Counsel finished his presentation on the issue of limitation as per the averments made in the plaint.The matter has now been posted for August 22, 2007 as a last opportunity to the OL to appear in thematter, after which the Court has agreed to pass order on our Chamber Summon for dismissal of thePlaint on the ground of limitation. MCL's counter claim for the same amount against the Bank ispending before the DRT, Mumbai. Proof of affidavit filed.

2. Civil Suit No. 1431 of 2003 The suit was filed against ICICI Bank Ltd (the Bank) before the City CivilCourt, Ahmedabad, by Rasiklal S. Mardia, Rakesh S. Mardia and Rajiv S. Mardia (RSM), in their capacityas guarantors, for damages amounting to Rs. 2078.97 crores to Mardia Chemicals. The Bank has filed


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applications for dismissal of the suit on various grounds, including the ground that the suit is barred bylaw on grounds of limitation as well as jurisdiction, as the subject matter of the suit is essentially acounter claim to the suit filed by the Bank before the DRT, Mumbai against these Guarantors. Next datefor hearing is August 22, 2007

3. Civil Suit No. 899 of 2005 - ICICI Bank Ltd (the Bank) had filed a suit before the DRT, Ahmedabad inJanuary 2002 against Gujarat Telephone Cables Limited (GTCL) for default against term loans, debenturesand working capital provided by the Bank to GTCL. The Bank's exposure as a lender to GTCL wastransferred to Asset Reconstruction Company India Ltd (ARCIL) in March 2004. GTCL filed a suit in theCivil Court claiming damages of Rs. 1002.69 crores jointly and severally from State Bank of India, Bankof Baroda, United Western Bank, UTI Bank, Bank of India, ARCIL and ICICI Bank Ltd. The Bank has filedan application for rejection of the plaint. The company filed an application before the Board for Industrial& Financial Reconstruction (BIFR) which was rejected. The next date of hearing is August 22, 2007.

4. Industrial Finance Corporation of India Ltd (IFCI) filed a joint suit with erstwhile ICICI Limited and LIC(being OA no. 128/98) before DRT, Delhi against Foremost Ceramics and guarantors for recovery of thedues payable. One of the guarantors, Shri H.S.Jalan, has filed a counter claim in DRT, Delhi on October16, 2001, for an amount of Rs. 450 crores against IFCI, ICICI Bank and LIC.IFCI, the lead has filed reply,adopted by ICICI Bank and LIC, denying these averments and stating that the counter claim does notdeny the fact of the guarantee and that the guarantor is merely trying to escape liability. Next date ofhearing is on September 7, 2007.

5. Civil Suit No. 107 of 1999 - Erstwhile ICICI Ltd had filed an application in the DRT, Delhi against EsslonSynthetics Limited (ESL) and its managing director (in his capacity as guarantor) for recovery of duespayable to it. Guarantors have filed an interim application to delay proceedings on the ground thatcertain documents have not been exhibited. The Bank, has replied that these documents are neitherrelevant nor necessary for adjudicating the lis between the parties. This interim application is pendingdisposal. Matter to come up for hearing on August 16, 2007.

6. Erstwhile ICICI Ltd had filed a suit against Punalur Paper Mills Limited (PPL) for recovery of dues inBombay High Court (since transferred to DRT, Mumbai) and the loans are assigned to Kotak MahindraBank in September 2004. PPL and its directors have filed a suit against erstwhile ICICI Ltd and otherlenders claiming Rs. 26.69 crores as damages, jointly & severally. ICICI Bank has filed its Written Statement.Matter is pending in DRT in view of PPL's reference pending before Appellate Authority for Industrial &Financial Reconstruction (AAIFR).

7. Civil Suit No. 192 of 2001 - ICICI Bank (the Bank) had filed a suit in the DRT, Baroda against VisionOrganics Limited (VOL) for recovery of Rs. 312.7 million. VOL has filed a counter claim against the Bank forRs. 23 crores to which the Bank has filed its replies. Interim application filed by the company for payment/setting off of the main claim based on the counter claim filed by VOL. The same was rejected by the DRT.VOL has preferred an appeal before the DRAT against the said rejection of their application vide M.A. No.181/2006, which has been finally heard and the same is now reserved for orders. The matter pendingbefore the DRT has been adjourned till August 23, 2007 and the same shall be listed before DRT 2

8. Civil Suit No. 434 of 2001 - The Peerless General Finance & Investment Company Ltd., debenture holderof Essar Oil Limited has filed a suit against Essar Oil Limited and others in the High Court, Kolkata fornon-receipt of redemption amount and interest of Rs. 11.23 crores. ICICI Bank in its capacity as debenturetrustee was named as a defendant in this suit. The Bank's written statement along with an applicationunder Order VII Rule 11, C.P.C. to dismiss the plaint has been filed. The suit is pending disposal.

9. Civil Suit No. 1559 of 1998 - Kalpana Lamps and Components Limited (KLCL) had availed of financialassistances from ICICI Bank (the Bank) and other lenders. Anchor Electronics and Electricals Limited(AEEL) had paid the outstanding dues to the Bank and other lenders on behalf of KLCL and requestedthe Bank to assign the securities in their favour. AEEL filed a suit for specific performance which wasamended to a money suit claiming Rs. 10.68 crores with interest thereon from the Bank and others andthe same is pending before Bombay High Court. The Bank has filed its written statement. AEEL has filedan application for release of title deeds of KLCL's properties at Ranipet. The Bank has given its no-objection certificate to the above. The other charge holders are yet to give their no-objection certificatefor the release. Order of winding up for KLCL has been passed and official liquidator has been appointed.The Application filed by AEEL for release of title deeds has been dismissed as withdrawn.

10. A counterclaim has been filed by Hindustan Agrochemicals and five others (OA no. 29/2001 before DRT,Jaipur) against IFCI, IDBI, ICICI Bank, Central Bank of India and Rajasthan Pollution Control Board inFebruary 6, 2007. The applicants of the counterclaim claim Rs. 10 crores along with interest @18% p.aon account of wrongful blacklisting of the names of the said applicants by the Reserve Bank of India, atthe behest of IFCI, IDBI, ICICI and Central Bank of India.The reply to this counterclaim has to be filed onSeptember 10, 2007.

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11. O.R.J.Electronic Oxides Limited - The erstwhile Bank of Madura (the Bank) granted lease finance of US $72,00,000 (INR Rs. 2578.00 lakhs) to the company on May 22, 1997 for import of capital goods fromIPTE, Inc., USA.

Based on DRI's Report, Commissioner of customs initiated proceedings and imposed a fine of Rs.1 croreon the Bank. The same has been remanded by the Central Excise and Service Tax Appellate Tribunal(CESTAT) to another Commissioner of Customs for De Nova adjudication. The Commissioner of Customs,Tuticorin, has directed -

a. payment of customs duty of Rs.12,86,61,198/- payable by the Bank and ORJ jointly and severally;

b. to redeem confiscated goods on payment of fine of Rs.1,00,000/- jointly and severally by the Bankand ORJ;

c. penalty of Rs.5,00,00,000/- payable by the Bank;

We filed an appeal No.C/PD/326/06 before CESTAT on December 4, 2006. We have also filed an applicationNo.C/Appl.516/06 for interim stay and waiver of deposits. CESTAT granted waiver of deposit of both thefine and the customs duty of Rs.180.0 million and interim stay of the above order on March 5, 2007.

CIVIL CLAIMS AGAINST DIRECTORS

A suit (no.3189 of 2003) was filed against Mr K. V. Kamath by Mardia Chemicals Ltd (MCL) in the City CivilCourt at Ahmedabad for a purported amount of Rs. 5631 crores. An application has been filed for thedismissal of the suit on the grounds of limitation, jurisdiction and no cause of action against Mr. Kamath andMs. Gupte. The court has ordered notice to the Official Liquidator (OL) and the reply is awaited from the OL.The matter was listed on December 20, 2006, for ascertaining the position of service of notice on the OfficialLiquidator of Mardia Chemicals Limited. It is found that the notice has been served on the Official Liquidator,but Official Liquidator has not entered its appearance. The matter was listed on board before the AuxiliaryChamber Judge, City Civil Court at Ahmedabad on Aug 01, 2007 and the Senior Counsel appearing on ourbehalf in the matter pressed for argument on the Chamber Summons filed by us on the grounds indicatedabove even in the absence of the authorized representative of OL who has not been appearing in the matterdespite service of notice. This was allowed by the Court and our Counsel finished his presentation on theissue of limitation as per the averments made in the plaint itself. Before proceeding to the next ground of nocause of action against the Director, we have requested the Court to decide the admissibility on the first issueitself. The matter has now been posted for August 22, 2007 as a last opportunity to the Official Liquidator toappear in the matter, after which the Court has agreed to pass order on our Chamber Summon for dismissal ofthe Plaint on the ground of limitation.

CASES AGAINST CHAIRMAN AND DIRECTORS

Criminal Complaints:

1. A criminal complaint (64 of 2002) was filed against 36 individuals including Mr. K. V. Kamath before theCourt of the Chief Metropolitan Magistrate, Patiala House, New Delhi by Mr. M. M. Sehgal, the promoterof Sehgal Papers Limited (SPL). ICICI Bank (the Bank), as part of a consortium of lenders, led with IFCILimited (IFCI) as lead institution, had extended financial assistance to SPL. No summons has been issuedto the Bank so far. The matter is at the stage of pre-summoning evidence before Patiala House. Only onewitness has been examined as of now. Matter is posted for hearing on August 23, 2007.

2. A criminal complaint was filed on May 5, 2002 before the Judicial Magistrate First Class, Bhiwandi bySheikh Mohd. Khalid Munnavar a car insurance policy holder, for the alleged non-cognizable offences ofcriminal intimidation etc., against three officers of ICICI Lombard. Mr. K V Kamath, the Bank's MD hasalso been named as accused in the criminal complaint (No. 2887 of 2002) describing him as one of theofficers of ICICI Lombard, and making an allegation that all four officers conspired in committing theoffences. Mr. K.V. Kamath is a Non Executive Director on the board of ICICI Lombard. A writ petition wasfiled before the Mumbai High Court seeking quashing of the criminal complaint on various grounds.The High Court passed an Order, staying the proceedings before the Judicial Magistrate First Class,Bhiwandi. Thereafter summons were issued against the Officers, including Mr. K.V. Kamath. This order ofthe issuance was accordingly challenged by way of Writ Petition in the Bombay High Court. The Hon'bleBombay High Court has stayed further hearing of the case and the said Writ Petition will now be listedfor hearing and final disposing in its usual course. On 22nd December 2006 the above Petition reached

hearing before Her Ladyship the Hon'ble Mrs. Justice V.K. Tahilramani. Counsel for the state appearedand requested for time since the Non Cognizable register maintained by the Bhiwandi Police Station ascalled for by the Hon'ble High Court was awaited. After hearing and recording the assurance given bythe Counsel for the State to produce the N.C. Register within three weeks, her Ladyship was pleased tofix the above Petition for hearing on 24th January 2007. However the matter was not heard on the saiddate and is now up for hearing in the usual course.


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3. Vijay Shankar Prasad, as a debenture holder of Lloyds Finance & Investment Company Limited (LFICL),had filed a criminal complaint (Case No. - 2064I of 2000) for non-receipt of interest and redemptionamount from the aforesaid company, in the Court of Chief Judicial Magistrate, Patna (CJM). As ICICIBank is acting as trustees, he has inter alia, impleaded Mr. K.V.Kamath. The CJM court had takencognizance of the offence and issued summons for appearance. Aggrieved by such direction, a criminalrevision application was filed before the Sessions Judge, Patna. Upon hearing, the revision applicationwas admitted and directions were issued staying the proceedings before CJM court and records werealso called from the lower court. However, the company has since paid the outstanding dues of thedebenture holder and to this effect a Memorandum of Understanding (MOU) has also been executedbetween the Complainant and the Company. Hearing in the matter is continuing. The next date forhearing for the criminal complaint is on August 13, 2007. The Hon'ble Sessions Judge, Patna has calledfor the lower Court Records in the Criminal Revision Application No. 754/2001. Matter has been heardpartly on May 3, 2007 and May 11, 2007 and hearing in the matter has been concluded on May 16,2007 and the next date is fixed on August 6, 2007. The matter was taken up on the aforesaid datewhen the Ld. judge raised certain points (whether criminal revision filed by an office shall lie or not)which was duly argued by the senior counsel appearing on behalf of the bank and certain judgementswere also placed by us. The matter has now been fixed on August 16, 2007 for final hearing.

4. Madan Gopal as a debenture holder of Modern Denim Limited (MDL) had filed a criminal complaint(Case No. - 2175I of 2001) for non-receipt of interest and redemption amount from the aforesaidcompany, in the Court of Chief Judicial Magistrate, Patna (CJM). As ICICI Bank (the Bank) is acting as atrustee, he has inter alia, impleaded Mr. Narayan Vaghul, the Chairman of the Bank. The CJM court hadtaken cognizance of the offence and issued summons for appearance. Aggrieved by such direction, acriminal revision application was filed before the Sessions Judge, Patna. Upon hearing, the revisionapplication was admitted and directions were issued for staying the proceedings before CJM court andrecords were also called from the lower court. However, the company has since paid the outstandingdues of the debenture holder and to this effect a Memorandum of Understanding (MOU) has also beenexecuted between the complainant and the Company. The Bank has filed an application enclosing acopy of the MOU before the Sessions Judge for quashing of the proceedings. Hearing of the criminalrevision was concluded on April 12, 2007 and the matter was fixed on April 25, 2007 for judgementwhen the Criminal Revision filed by the Bank was allowed, stating that issuance of summons against Mr.Vaghul has been reversed. On August 9,2007 the certified copy of the order has been filed before thelower court for disposal of the matter. The lower court has fixed the next date on November 6, 2007 forpassing neccessary orders.

5. Binay Kumar one of the debenture holder of Modern Denim Limited (MDL) had filed a criminal complaint(Case No. - 795 (C) of 2001) for non receipt of interest and redemption amount against the aforesaidcompany, in the Court of Chief Judicial Magistrate, Patna (CJM). ICICI Bank (the Bank) is acting as atrustee. The complainant has inter alia, impleaded Mr. Narayan Vaghul, the Chairman of the Bank. Thetrial court had taken cognizance of the offence and issued non-bailable warrant of arrest. Aggrieved bysuch direction, a criminal revision application was filed before the Sessions Judge, Patna (Case No. 640of 2006). Upon hearing, the revision application was admitted and directions were passed againstexecution of warrant of arrest and the matter was transferred to the Court of 7th Additional SessionsJudge, Patna for disposal. However, the company has since paid the outstanding dues of the debentureholder and to this effect a Memorandum of Understanding (MOU) has also been executed between theComplainant and the Company on September 30, 2003. We have filed quashing proceedings before theHigh Court, Patna for quashing the entire criminal proceedings of Complaint Case No. 795 (C) of 2001against Mr. Narayan Vaghul. The matter has not been called for hearing by the Court.

6. Giridharilal Bishambardas Nayyar, MD of Vishwa Electronics (I) Ltd has filed a criminal complaint in theyear 2002 before the Chief Judicial Magistrate (CJM), Ahmednagar against IDBI, their 16 directors(which includes Mr. N.Vaghul, Chairman ICICI Bank) and their 3 officers. The Complaint in short allegesthat IDBI did not disburse the full amount of loan, as well as made misrepresentation about sanctioningthe loan in participation with IFCI, IDBI has filed a recovery suit against the company in 2000. None ofthe accused has been served with the notice from the court. The Hon'ble CJM has issued bailablewarrants (setting the bail for Rs 500/-) against all the accused on December 5, 2005. Revision Petitionhas been filed in the Session Court, which has stayed the bailable warrant. The Hon'ble Court gotvacated in January 2007, hence the case is pending disposal. The next date of hearing had been set forFebruary 16, 2007, however the presiding Judge was not appointed. Next date not yet listed.

7. Three criminal complaints (2412/S/2003, 2413/S/2003 and 2414/S/2003) were filed by Inspectors, SecurityGuards Board, Greater Bombay & Thane District, in the year 2000 against erstwhile ICICI Ltd and Mr.K.V.Kamath, ICICI Bank's MD, before the Metropolitan Magistrate, Mumbai, under the MaharashtraPrivate Security Guards Act, 1981 on the grounds that security guards were engaged from exempted

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security agencies even though ICICI was registered with the Security Guards' Board. The earlier notices inthis regard were replied to stating that registration is only in respect of residential quarters for employeesand not in respect of other establishments. Revision Petition has been filed in the Session Court forquashing of the complaint and which has been admitted and the proceedings of the complaints havebeen stayed till further orders. Matter to come up for hearing on November 29, 2007 in the MetropolitanMagistrate's Court whereas the revision application shall came up for hearing before the Sessions Courton August 9, 2007 and the matter was adjourned for want of time to September 13, 2007.

8. ICICI Bank (the Bank) Ranchi branch received a notice from Regional Labour Commissioner, Ranchi onSeptember 25, 2004 stating that the Bank has not registered as Principal Employer under ContractLabour (Regulation & Abolition) Act 1970 with the Regional Labour Commissioner (Central) Ranchiimpleading Ms. Chanda Kochhar, the Bank's Executive Director and two of our employees. The Bankreplied stating that for all the Bank's branches/offices/establishment in the eastern part of India, theKolkata office of the Bank has obtained a Registration Certificate. Hence, the Bank claimed that therewas no need of taking separate registration certificate for the Ranchi branch. Ranchi branch also submitteda copy of the registration certificate. However, Assistant Labour Commissioner Ranchi, proceeded withfiling of criminal case inter alia against Ms. Chanda Kochhar in the court of Chief Judicial Magistrate,Ranchi. Application under section 482 of Code of Criminal Procedure has already been filed beforeRanchi High Court for quashing of the proceedings in the lower court matter. The court has granted stayon the proceedings.

9. Surendra Dutta has filed a criminal complaint (FIR I III dated April 9, 2001) against Mr. K.V.Kamath andothers, before Rajpura City Police Station, Chandigarh for alleged offence of car booking by forging hissignature during 1995 by certain officers of erstwhile Anagram Finance Ltd (AFL). ICICI Bank (the Bank)has made submissions to DIG, Patiala that the directors of the Bank cannot be proceeded against for analleged offence committed by AFL in 1995 as AFL was taken over by erstwhile ICICI Ltd in 1998. The DIGPatiala having been convinced has directed investigating officer of Rajpura Police Station not to proceedin the matter without explaining entire details to him. The matter is pending before the InvestigatingOfficer for the purpose of investigation. However, files relating to the same are not traceable and hencethe matter is not being proceeded with.

10. A case has been filed (no. 35 of 2006) by P.A.More, Inspector S & E, in the Court of the Additional ChiefMetropolitan Magistrate, Mumbai against ICICI Bank Ltd, Mr. K.V.Kamath, Ms. Kalpana Morparia, Ms.Chanda Kochhar and Dr. Nachiket Mor for non renewal of license of the Capital Markets Branch, Fort,Mumbai, under the Bombay Shops & Establishments Act, 1958. By an order dated November 20, 2006the application filed for dropping of summons and discharge of directors of ICICI bank Ltd. was rejectedagainst which a revision application was filed in the Sessions Court vide application no. 1380 of 2006wherein the Hon'ble Session Court has passed an interim order dated December 13, 2006 in favour ofICICI Bank and its Directors granting stay on further proceedings till the revision application is finallydisposed off. The next date fixed in the Sessions Court is August 10, 2007, whereas in the MetropolitanMagistrate Court is is on August 13, 2007.

11. ICICI Bank (the Bank) had filed a criminal complaint against the Direct Sales Agent (DSA) and hisassociates for cheating and defrauding the Bank. Ajatshatru Mishra, an associate of the DSA, has filed acounter complaint bearing no.2858/2006 (u/s 323, 341, 506 r/w 34 IPC) against Rasmi Ranjan Swain,Viresh Sharma, ICICI Bank Ltd. and Mr. K. V. Kamath in the Court of Judicial Magistrate, Bhubaneshwar.The court has passed an order u/s. 156(3) of Cr.P.C and the same is pending for investigation. The CrimeBranch, Bhubaneshwar has taken up the matter for investigation and the statement of the complainantas well as the witness have been recorded. Police is yet to submit the final report in the Court.

12. The complainant Shri. Ram Lal filed a complaint with Station House Officer (SHO). Mandawa Delhiagainst, interalia, the Chairman and All Directors of ICICI Bank. The complaint had been sanctioned aloan of Rs. 85,000/-. However, an amount of Rs. 64,145/- has been paid in cheques and the balance hasbeen paid in cash against receipt. The Complainant states that the Bank has manufactured the saidreceipt. The Complaint further states interalia that the Equated Monthly Installments (EMIs) of Rs. 5855/-were to start from October 7, 2004 to January 7, 2006, however, 18 post dated cheques have beentaken by the Bank in advance. Further that the rate of interest as was informed to the Complainant bythe officer of the bank was lesser but the rate of interest is being charged @ 14.1%. The complainanthas further alleged that he has suffered a loss of Rs. 40,000/- or more on account of commission oromission by the Bank. The complaint was initially not registered by the SHO. He then filed a complaintwith the Commissioner of Police as also with the RBI. Lastly, the complainant has moved the AdditionalChief Metropolitan Magistrate (ACMM) for seeking directions to register the FIR. The ACMM directedSHO to register the FIR, which has since been registered as FIR No. 50 of 2007 dated January 22, 2007.We are in the process of moving the Hon'ble High Court for quashing FIR U/S 482 CRPC.


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13. Mr. Tapan Bose, a defaulting customer whose vehicle (given as security to ICICI Bank (the Bank) wasrepossessed had filed a complaint with the relevant authorities consequent to which an FIR has beenregistered by the Police. The said customer has made an application to the Chief Metropolitan Magistrateunder section156(3) of CrPC seeking directions from the Court for Police investigation against theBank, Mr. Narayan Vaghul, Mr. K.V.Kamath, Ms. Kalpana Morparia, Ms. Chanda Kochhar, Dr. NachiketMor, and Mr. V.Vaidyanathan. Pursuant to the same the police have been directed to file their report onApril 25, 2007. We are co-operating with the police investigation, as required. Matter to come forhearing on August 17, 2007 for filing of our evidence and argument.

14. A complaint (No.375 of 2007) was filed by Mr. P. Dhanraj on March 2, 2007 in the court of theMetropolitan Magistrate, R.R.District at Cyberbad, Hyderabad, against Mr. K.V.Kamath and certain of ourofficials for a direction by the court to Moinabad police station to initiate action against Mr. K.V.Kamathand the said officials. The father of the complainant who was our customer had availed a vehicle loanfrom us. The customer defaulted in making repayments which resulted in his vehicle being repossessedby us in December, 2005. On the customer providing an undertaking to us that default would not occurin future and pursuant to a request for release of the vehicle we released the vehicle back to him.However, the customer defaulted again in making repayments and thus the vehicle was again repossessedand the same was sold by us in January 2007. A letter was sent to the customer in this regard onFebruary 2007 requesting him to come to our branch and to accept a refund of Rs. 2,29,692/- . It was atthis stage that the complainant informed us about the death of the customer in the month of May2006. The Complainant, instead of approaching us for the refund, then proceeded to file the aforesaidcomplaint. On March 5, 2007, the Metropolitan Magistrate passed an order to register an FIR in thematter pursuant to which, on April 3, 2007 the police registered an FIR against Mr. K.V.Kamath and thesaid officials and on June 14, 2007 the police came for enquiry at our branch office. The police are yet tofile a report before the magistrate in the matter.

15. A criminal complaint (No.892/2007) was filed by Mr. Amit Kumar Bhattacharya against Mr.K. V. Kamathon June 8, 2007, before the Judicial Magistrate, Jamshedpur inter alia alleging criminal breach of trustand cheating. The complainant had purchased a repossessed vehicle from us and a receipt in this regardwas issued by our Branch Manager, Jamshedpur Branch. We further provided certain documents to thecomplainant in this regard including a no-objection letter addressed to the concerned insurance companyfor removal of hypothecation and relevant forms for the termination of the hypothecation subsisting onthe vehicle as well as for transfer of ownership of the vehicle in question. Allegedly, when the complainantapproached the District Transport Office for the registration of the said vehicle he was informed that nosuch vehicle has been registered in the registration records. Aggrieved by this the complainant has filedthe aforesaid complaint against Mr. K.V.Kamath and the then branch manager of our Jamshedpurbranch. Cognizance has not been taken yet. We are exploring out of court settlement with thecomplainant.

16. The following proceedings have been initiated against Mr. Watsa who is contesting each of theproceedings through his counsel and is taking steps to have the same quashed. O.R.E Holdings Limited,an affiliate of Fairfax Financial Holdings Limited, had earlier filed Petition No. 76 of 2005 before theCompany Law Board at Chennai against Mr.Palanisamy alleging fraud, oppression and mismanagement.

Mr. Palanisamy, on March 07, 2007 instituted a complaint (CMP No 897 of 2007) before the JudicialMagistrate against Mr. Watsa and others at Kangeyam alleging offences under Sections 420, 109, 408,409 read with Section 120 (B) of the Indian Penal Code, 1860 ("IPC"). The Judicial Magistrate directedregistration of a first information report ("FIR") and an FIR was registered at Erode. The High Court atMadras has stayed investigation by its order passed in a petition bearing Criminal OP No 12695 of2007. Mr.C.Cheniappan, an agent of Mr. Palanisamy, has on June 01, 2007, June 08, 2007 and onJune 9, 2007 filed three FIRs (FIR No 238 of 2007, 466 of 2007 and 468 of 2007) at Chenimalai andKangeyam Police Stations in Erode alleging offences under Sections 109, 120B, 406, 409, 420, 467,468, 472, 477 and 471 of the IPC against Mr. Watsa and others.

Show Cause Notice :

1. A show cause notice for Contempt of Court has been issued by Mr Manoharlal Gupta against ShriK.V.Kamath in Petition no. 47/2005 filed in Civil Court Kota for alleged "wrongful seizure" of vehicle.ICICI Bank has filed its written statement. The proceedings are still at the evidence stage. The plaintiff,Mr. Manoharlal Gupta was testified on April 23, 2007 and the matter is to come up for hearing.

2. A show cause notice received on July 9, 2007 in the name of Mr. K.V. Kamath, Managing Director ofBank and Branch Manager of Malda Branch, West Bengal has been issued by Labour EnforcementOfficer, under the Payment Of Gratuity Act 1972. The inspection report was mainly for non-submissionof Form-A and Non display of Form - U. The inspection report, when received at the branch, was repliedwithin the stipulated time with formal compliance report to the Deputy Chief Commissioner of Labour

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with a copy to Labour Enforcement Officer. The Bank has requested the Deputy Chief LabourCommissioner to exclude the name of Mr. Kamath from the notice issued, as he is not the authorityresponsible for ensuring day-to-day administration of the Bank at the branch level and replace it withMr. Shashikant Panda, Regional Head. The Bank has requested to Deputy Chief Labour Commissioner totreat the matter as closed.

Others :

1. ICICI Bank (the Bank), has filed suit against Sajjan Textile Mills Limited and guarantors for recovery of theBanks dues before DRT, Mumbai and obtained Recovery Certificate (RC) for Rs.5,90,32,753/-. As thesecured assets are situated at Tamil Nadu, the RC was transferred to DRT, Coimbatore for its execution.In the auction held the successful bidder failed to remit the bid amount of Rs. 2,50,99,999/- and henceopportunity was given to the second bidder by the Recovery Officer (RO), DRT, Coimbatore. As the ROand the Presiding Officer (PO), Coimbatore were shifted, the PO, DRT, Chennai having concurrent chargeon the DRT, Coimbatore, took up the recovery proceedings and passed orders for transfer of RC toMumbai as he has no jurisdiction to execute the RC.

The Bank filed a writ petition against the above order before High Court, Madras and on August 2,2004 obtained directions to the PO, DRT, Chennai to complete the sale in favour of the second bidder inaccordance with law within an outer time limit of 2 months from August 2, 2004. Accordingly, PO, DRT,Chennai passed orders for removal of machineries in 5 lots on payment of the value of the machinery bythe second bidder for each lot according to valuation report submitted by the valuer.

A total sum of Rs. 2,51,00,000/- has been remitted by the second bidder as on September 28, 2004 andthe machinery were handed over to the purchaser by the Recovery Inspector, DRT, Coimbatore as onOctober 5, 2004 as per the directions of PO, DRT, Chennai. The company filed a Special Leave Petition(SLP) against the Bank and the purchaser before the Supreme Court against the Order dated August 2,2004 and obtained an interim stay of the operation of the above order. The Supreme Court directed thepurchaser to bring back all the machinery. Pursuant to that Company issued a notice of contempt to theBank as well as to the purchaser for restoration of machinery. The Bank has replied that machinery weresold pursuant to the orders of the High Court and DRT and were delivered to the purchaser by theRecovery Inspector, DRT, Coimbatore before the order of status quo passed by the Supreme Court onOctober 29, 2004. However the company filed a Contempt Petition No.84 of 2005 against Mr. K.V.Kamath,MD and CEO of the Bank, Mr. P.Anandakrishnakumar, AGM and the purchaser. The Bank has takennotice of the contempt petition and the Supreme Court was pleased to order notice to the purchaserand also dispensed with the presence of Mr. K.V.Kamath MD and CEO and others. The Bank has fileddetailed counters in the Contempt Petition. The hearing of contempt petition is posted with main SLPfor disposal. The Supreme Court also passed orders for payment of share of the sale proceeds to theBank on giving an undertaking before the Supreme Court to redeposit the amount in case the CivilAppeal is allowed. Accordingly, the Bank have filed an affidavit before Supreme Court and received thesale proceeds from DRT, Coimbatore to the extent of ICICI Bank's share for a sum of Rs.12.5 million andthe same is appropriated. The Bank has filed a Perjury application against Directors of the company andothers for having made false evidence and false statement in the Contempt Petition. The Supreme CourtRegistry has refused to take up the Perjury application for mentioning unless the Contempt Petition istagged on to the Perjury application. Therefore the Perjury application will be taken up along with CivilAppeal.

Sajjan Textiles Mills Limited filed a Writ Petition No.12854 of 2007 before HC, Madras for issue of a Writof Mandamus directing an Advocate Commissioner to be appointed, to search and seize all the machinerybelonging to the company and sold in the Public Auction held by DRT, Coimbatore at the instance ofICICI Bank wherever they may be found, with the aid and assistance of Director General of Police,Chennai by strictly complying with the Order dated January 17, 2005 passed by Supreme Court in CivilAppeal No.573 of 2005 and handover the same to the company. The HC was pleased to dismiss theabove writ petition on April 9, 2007 when the matter came up for admission on the ground that thematter is subjudice before the Supreme Court in Civil Appeal and Contempt Petition are pending.Against this order, Sajjan Textiles Mills Limited filed a Writ Appeal SR No.40090/2007 before HC, Madrasand also filed an application for condonation of delay in filing the writ appeal. We have enteredappearance and the writ appeal will be dismissed in the admission stage itself as the subject matter ofwrit appeal has already been seized of by the Supreme Court. The writ appeal is yet to be listed.Meanwhile the company petition pending before the High Court, Bombay came up for passing windingup order of Sajjan Textile Mills Limited and the same is to be listed during third week of August 2007.

2. D.A.Patkar, landlord of Dombivali branch premises of erstwhile Sangli Bank has filed an application inthe court of the Civil Judge (Junior Division) for contempt of court against us, our Deputy ManagingDirector Ms.Chanda Kochhar and certain other of our officials on the ground that the said premiseswere transferred by the erstwhile Sangli Bank to us in contravention of an order of the court. A copy of


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the said application was served on us on June 21, 2007. We are in the process of filing our reply interalia stating that the transfer was by operation of law, pursuant to the order dated April 18, 2007 of theRBI sanctioning the scheme of amalgamation of Sangli Bank with ICICI Bank.

3. The customer Akshayansu Sekhar Das had filed a consumer complaint (No. 270/06) before the ConsumerDispute Redressal Forum, Mumbai against the CEO of the bank claiming refund of Rs 6,441/- and cost.The consumer forum on September 16, 2006 passed an ex-parte order directing refund of the saidamount to the customer with cost of Rs 500/-. On July 2007, the customer moved an execution applicationand by an order dated July 10, 2007 the consumer forum issued ex-parte bailable warrant against theCEO. On July 17, 2007 we came to know about the said order and immediately moved an applicationbefore the district consumer forum for stay of the order. The customer had subscribed to credit cardservices and an amount of Rs 6,400/- was due and payable by the customer. Though the customer hadalleged that he had paid the amount in cash on April 27, 2004 and settlement letter was issued, againon October 17, 2005 he was forced by the collection team to pay a sum of Rs 6,441/-. It was found thatthe customer had forged and obtained the settlement letter, no receipt was ever issued to the customerfor payment in cash. The customer had also deliberately served notice to us on a different address. TheHon'ble court on July 17, 2007 has stayed the order of bailable warrant till August 10, 2007.

4. There were allegations of insider trading against Hindustan Lever Limited (HLL) in connection withacquisition of 800,000 shares of Brooke Bond Lipton India Limited (BBLIL) by private negotiations withUTI, a few months before the merger of BBLIL with HLL was announced in 1996. SEBI held the companyand five of the directors of HLL, including Mr. M. K. Sharma guilty of insider trading. On appeal, theAppellate Authority allowed the appeal and set aside the order of SEBI and absolved the company andits Directors of this charge. SEBI has preferred a writ petition before the Bombay High Court challengingthe order of the Appellate Authority, which is pending. SEBI has also filed a prosecution against HLL (andfive of its directors including Mr. M. K. Sharma) and these proceedings are also pending, but have notprogressed.

CASES AGAINST ICICI BANK LTD

Criminal Complaints:

1. A criminal complaint (1648 of 2001) was filed against us by Mr.Rajiv Agarwal before the Chief JudicialMagistrate, Jaipur impleading amongst others, our then Managing Director and CEO, Mr.H.N.Sinor. Thereason for Mr. Agarwal filing the case involved dishonour of a cheque which he had issued and whichhad been returned unpaid at Calcutta as the cheque was not drawn on the correct branch. By an orderdated September 13, 2001 the Chief Judicial Magistrate took cognizance of the said complaint anddirected issuance of summons to all the accused. On November 21, 2001, Mr.Apoorv Ghosalpuria, thenbranch manager of our Jaipur branch was granted bail as he was present in court, however, the ChiefJudicial Magistrate, Jaipur directed that another accused Mr.K.Ravi, erstwhile branch manager of ourJaipur branch be summoned by a bailable warrant. ICICI Bank approached the Jaipur bench of the HighCourt of Rajasthan ("High Court") with a criminal revision petition (15 of 2002) for quashing thecriminal complaint. The High Court by an order dated January 9, 2002 stayed the proceedings beforethe Chief Judicial Magistrate, Jaipur until a final decision was reached in the revision petition filedbefore it. The stay order has the effect of also staying arrest warrants issued by the Chief JudicialMagistrate, Jaipur. On July 18, 2005, vide an ex-parte order, the High Court vacated the above-referredstay order dated January 9, 2002. We then filed a miscellaneous petition before the High Court againstthe lifting of the stay as aforesaid and pursuant to our averments in this regard the High Court reinstatedthe stay order dated January 9, 2002 vide an order dated October 20, 2005. Mr. Agarwal then filed anapplication for lifting of the stay granted as aforesaid. The said application by Mr. Agarwal has howeverbeen dismissed by the High Court. As a result, the stay that was granted by the High Court on January 9,2002 continues to be operative and in effect. The revision petition filed by us to quash the criminalcomplaint has been listed for hearing on August 21, 2007 before the High Court.

2. Five criminal complaints (9419/S/2002 to 9423/S/2002) were filed against ICICI Bank (the Bank) beforethe 39th Court of Presidency Metropolitan Magistrate at Mumbai by the Municipal Corporation ofGreater Mumbai (BMC) for violation of Section 471 of the BMC Act read with Section 328-A thereof ongrounds of non-payment of licence fees for the illuminated signboards at the Bank's ATM centres. TheBank has filed a writ petition (2377 of 2002) in the Bombay High Court challenging the applicability ofthe provisions of Sections 328 & 328-A of the BMC Act in respect of the ATM centres. The writ petitionwas dismissed. In appeal, the Bank has filed a special leave petition (24215 of 2002) in the SupremeCourt. The Supreme Court has granted a stay against all prosecutions and proceedings by BMC in thisregard. The Metropolitan Magistrate stayed the proceedings before it till the final disposal of SLP. OnAugust 4, 2005 Supreme court passed the order with a finding that putting of the ATM Board by theBank does not fall under the category of sky sign u/s. sec.328, but the Supreme Court given a liberty toBMC to consider whether the said issue falls under the category of advertisement u/s.328-A, and issue

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fresh notice before the hearing. The Bank has submitted a copy of the Supreme Court order to theMagistrate and prayed for the dismissal of the complaints and an order is awaited in this matter now.The matter is adjourned for August 29, 2007.

The BMC had also filed two similar complaints (88/M/2003 and 89/M/2003) before the 27th Court ofPresidency Metropolitan Magistrate at Mumbai, against the Bank. The Bank has submitted a copy of theSupreme Court order to the Magistrate and prayed for the dismissal of the complaints and this matter isnow fixed for September 28, 2007.

3. Two criminal complaints (2415/S/2003 and 2416/S/2003) were filed by Inspectors, Security Guards Board,Greater Bombay & Thane District, in the year 2000 against ICICI Bank (the Bank) before the MetropolitanMagistrate, Mumbai, under the Maharashtra Private Security Guards Act, 1981, on the grounds thatsecurity guards have been engaged from unexempted security agencies. The Bank has taken a stand thatthe exemption of security agencies continued on account of a previous High Court Order in the writpetition filed by certain security agencies. The complaints are pending disposal. Revision Petition hasbeen filed in the Session Court for quashing of the complaint and which has been admitted, and theproceedings of the complaints have been stayed till further orders. Matter to come up for hearing onNovember 29, 2007 in the Metropolitan Magistrate's Court whereas the Revision Application shall comeup for hearing before the Sessions Court on August 9, 2007 and the matter was adjourned for want oftime to September 13, 2007.

4. Two criminal complaints (2347/S/2003 and 2349/S/2003) were filed by Inspectors, Security Guards Board,Greater Bombay & Thane District, in the year 2001 against ICICI Bank (the Bank) before the MetropolitanMagistrate, Mumbai, under the Maharashtra Private Security Guards Act, 1981 on the grounds thatsecurity guards have been engaged from unexempted security agencies. The Bank has replied statingthat the Security Guards were deployed on trial basis and are being replaced by Armed Guards. Thecomplaints are pending disposal. Revision Petition has been filed in the Session Court for quashing ofthe complaint and which has been admitted, and the proceedings of the complaints have been stayedtill further orders. Matter to come up for hearing on November 29, 2007 in the Metropolitan Magistrate'sCourt whereas the Revision Application shall come up for hearing before the Sessions Court on August9, 2007 and the matter was adjourned for want of time to September 13, 2007.

5. Based on the investigation of Directorate of Revenue Intelligence (DRI), CBI investigated into the allegationsof criminal conspiracy, cheating etc., against our Bank and its officials, also against M/s SundaramFinance Limited and its officials, and also against ORJ Electroncis and Oxide Limited and the importer(IPTE Inc., USA). Chargesheet has been filed by CBI before the Chief Metropolitan Magistrate, Egmoreagainst all the persons concerned in Crl. Case No. 5 of 2004 M/s Sundaram Finance Limited filed aCrl.O.P.No.22976 of 2004 before the High Court, Madras and sought for quashing of the above criminalproceedings. An interim stay was granted by the High Court in Crl.M.P.No.7436 of 2004 on the criminalproceedings pending on the file of the Chief Metropolitan Magistrate, Chennai. However all the casesare being reposted.

6. Three criminal complaints (2412/S/2003, 2413/S/2003 and 2414/S/2003) were filed by Inspectors, SecurityGuards Board, Greater Bombay & Thane District, in the year 2000 against erstwhile ICICI Ltd and Mr.K.V.Kamath, ICICI Bank's MD, before the Metropolitan Magistrate, Mumbai, under the MaharashtraPrivate 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 inthis regard were replied to stating that registration is only in respect of residential quarters for employeesand not in respect of other establishments. Revision Petition has been filed in the Session Court forquashing of the complaint and which has been admitted and the proceedings of the complaints havebeen stayed till further orders. Matter to come up for hearing on November 29, 2007 in the MetropolitanMagistrate's Court whereas the Revision Application shall come up for hearing before the SessionsCourt on August 9, 2007 and the matter was adjourned for want of time to September 13, 2007.

7. A case has been filed (no. 35 of 2006) by P.A.More, Inspector S & E, in the Court of the Additional ChiefMetropolitan Magistrate, Mumbai against ICICI Bank Ltd, Shri K.V.Kamath and other Working Directorsfor non renewal of license of the Capital Markets Branch, Fort, Mumbai, under the Bombay Shops &Establishments Act, 1958. By an order dated November 20, 2006 the application filed for dropping ofsummons and discharge of directors of ICICI bank Ltd. was rejected against which a revision applicationwas filed in the Sessions Court vide application no. 1380 of 2006 wherein the Hon'ble Session Courthas passed an interim order dated December 13, 2006 in favour of ICICI Bank and its Directors grantingstay on further proceedings till the revision application is finally disposed off. The next date fixed in theSessions Court is August 10, 2007, whereas in the Metropolitan Magistrate Court is is on August 13,2007.

8. ICICI Bank (the Bank) had filed a criminal complaint against the DSA and his associates for cheating anddefrauding the Bank. Ajatshatru Mishra, an associate of the DSA, has filed a counter complaint bearing


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no.2858/2006 (u/s 323, 341, 506 r/w 34 IPC) against Rasmi Ranjan Swain, Viresh Sharma, ICICI BankLtd. and Mr. K. V. Kamath in the Court of Judicial Magistrate, Bhubaneshwar. The court has passed anorder u/s. 156(3) of Cr.P.C and the same is pending for investigation. The Crime Branch, Bhubaneshwarhas taken up the matter for investigation and the statement of the complainant as well as the witnesshave been recorded. Police is yet to submit the final report in the Court.

9. Mr. Tapan Bose, a defaulting customer whose vehicle (given as security to ICICI Bank (the Bank) wasrepossessed had filed a complaint with the relevant authorities consequent to which an FIR has beenregistered by the Police. The said customer has made an application to the Chief Metropolitan Magistrateunder section156(3) of CrPC seeking directions from the Court for Police investigation against theBank, Mr. Narayan Vaghul, Mr. K.V.Kamath, Ms. Kalpana Morparia, Ms. Chanda Kochhar, Dr. NachiketMor, and Mr. V.Vaidyanathan. Pursuant to the same the police have been directed to file their report onApril 25, 2007. We are co-operating with the police investigation, as required. Matter to come forhearing on August 17, 2007 for filing of our evidence and argument.

10. Durgeshwar Deka has filed a criminal complaint against ICICI Bank (the Bank) in May 2006 before theCourt of the Hon'ble Chief Judicial Magistrate, Kamrup at Guwahati bearing CC No 4540 of 2006. Thecomplainant had purchased a car from a dealer in Guwahati. We were the financing bank. The complainantalleged that he was being charged EMI at the rate of Rs 6,900/- per month whereas the amount thatwas agreed upon was Rs 6,177/- per month. The complainant alleged that the bank statement showedthe financed amount to be Rs 2,16,000/- whereas the actual financed amount was Rs 1,98,000/-. TheBank has filed a criminal revision petition bearing no 141 of 2006 before the Guwahati High Court. TheHon'ble High court has passed an order stating that the proceedings in the lower court be stayed tilldisposal of the criminal revision filed by us is disposed off.

11. The complainant Shri Sheo Kumar Khemani has filed a criminal case impleading the branch manager,Patna, cashier of the branch and also us as a party before the JMFC, Patna, CC No 286(C)/04 allegingthat he had deposited Rs.2,30,000/- in cash at the counter of the branch to be credited in his accountmaintained with us, and only an amount of Rs. 1,30,000/- has been deposited. However, on investigation,it was ascertained that he had deposited Rs. 1,30,000/- only and is fraudulently trying to extract moneyfrom the Bank. We have filed our reply before the Learned Court and matter is fixed on August 1, 2007for producing evidence by the complainant. The matter was not taken up on the said date and thematter has been fixed on September 1, 2007 for producing evidence by the complainant.

12. Two criminal complaints (CC No1212/2005 & 1927/2005) have been filed by the relevant authoritiesunder the Apprenticeship Act, 1961 against us and certain of our officials for not hiring 8 apprenticesat Vallabh Vidyanagar and Baroda branches under the said Act, in the court of the Judicial Magistrate,Vadodara. We are in the process of filing our replies. The Complaints are pending for disposal.

Show Cause Notice, Penalties:

Mars Enterprises imported cars under EPCG Scheme and despite the restrictions on transfer transferred one ofsuch car (BMW 735 I) to Dharmesh Jain of Nirmal Lifestyle Ltd; ICICI Bank and their DSA (M/S ShreejiMarketing) facilitated funding and transfer of the car and thus abetted and colluded with the said persons todispose off the duty exempt goods. Mars Enterprises, their partners (Sanjay Narang, Ashok Narang, RachnaNarang ), Dharmesh Jain & Nirmal Lifestyle have been called upon to show cause as to why the customs dutyevaded with interest@24% should not be recovered along with the penalty and other penal actions shouldnot be taken against them. ICICI Bank and its employees Rajesh Rajah, former National Credit Manager andDinesh (in body of the notice referred as Vinod) Panicker, Regional Credit Manager and our DSA ShreejiMarketing, their partners (Suryakant & Krsna Kachalia) and their Manager (Mahendra Shah) are called upon toshow cause as to why penalty should not be imposed on them under section 112 (a) & (b) of the CustomsAct,1962 (which could be up to Rs 42.93 lacs).

Others:

On January 11, 2007 ICICI Bank received an application from Ms. Ekta Chaudhary (the "Customer") fordisclosure of certain internal records under the Right to Information Act (the "Act"). The Bank has afterreceiving the said application sent a reply on two occasions i.e. 17th February and 28th February 2007, statingvery expressly that the Bank does not fall under the purview of the Act, since it applies to "public authorities"and as per the Act and the Bank does not fall within the purview of the term "public authorities". Pursuant tothe Bank sending the said replies, the Customer has filed an appeal before the Central Information Commissionon March 10, 2007, to which the Bank has filed a reply on May 1, 2007. The matter is pending for disposal.

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CRIMINAL CASES AGAINST ASSOCIATES OF ICICI BANK

ICICI Home Finance Company Limited (ICICI Home Finance)

1. A criminal complaint (1472/ of 2002) was filed against ICICI Home Finance Company Limited (ICICI HFC)and also against some of ICICI Bank’s Directors before the Metropolitan Magistrate’s 26th Court atBorivli, Mumbai, by Ms. Dipali Gopani for alleged wrongful recovery of Rs. 3,150/- and non-return oftitle deeds. The complaint has been subsequently withdrawn against certain directors and is now pendingagainst Ms. Lalita D. Gupte, Ms. Kalpana Morparia. An application for discharge of the Directors hasbeen filed in the trial court, which is pending disposal. There is a stay on this matter by the Bombay HighCourt hence no next date is given

The AMC:

One of the Investors under Prudential ICICI Growth Plan had made investment to the tune of Rs. 50,00,000under section 54EB of the Income Tax Act, 1961. In accordance with the legal opinion of the counsel of theFund, the Fund is of the view that investments under section 54EB of the Income Tax Act, 1961 read with CBDTnotification no. 10247 dated December 19, 1996 and the Offer Document of Prudential ICICI Growth Plan,the units had to be locked-in for a period of seven years from the date of investment. However, the Investorhad disputed this stand and had filed a petition against Prudential ICICI Asset Management Company Limitedas one of the respondents in the Honourable Delhi High court seeking the direction of the Court for prematureredemption of units. SEBI vide its order dated September 4, 2000, rejected the petitioner’s claim for prematureredemption of units.

The Petitioner has subsequently approached the Securities Appellate Tribunal seeking release of money dueupon redemption of units and payment of interest there on. The matter has been heard by the Tribunal andthe Tribunal dismissed the petition of the investor.

The investor has, once again, filed a writ in the High Court of Delhi challenging the order of the Tribunal. Thismatter was listed before Hon’ble Delhi High court for final arguments in the regular hearing list.

The investor has, once again, filed a writ in the High Court of Delhi challenging the order of the Tribunal, theHon’ble Delhi High court has dismissed the appeal vide its order dated 8th February 2006.

However, the Petitioner has redeemed the investment after completion of Lock-in period thereby making thewrit in fractious. An Affidavit had been filed before the Court as per the legal advice stating the fact of theredemption and the consequent invalidity of the writ. The matter was listed for hearing before the Court on 8th

February 2006. The appeal was dismissed in default as no one appeared on behalf of the investor.

The Trustee : Nil

C. 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 and its associates: NIL

Prudential plc. & its associates


1995 Prudential PC was publicly criticised by the London Stock Exchange for theCorporation plc (PC) manner in which it dealt with authorisation of a dealing in

Prudential shares by its then Chief Executive.

December 1997 The Prudential The FSA issued a section 60 notice and a public statement criticisingAssurance Company PAC’s compliance arrangements with respect to its direct sales force.Limited (PAC)

The AMC: Nil

The Trustee: Nil

D. 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

ICICI Bank

1. ICICI Bank (the Bank) has received show cause notices in the matter of alleged excise duty evasion to theextent of Rs. 1.48 crores by Bannari Amman Sugars Limited (BASL), Rs. 1.96 crores Triveni Engineering Co.Ltd (TECL), and Rs. 1.31 crores by Balrampur Chini Mills Ltd (BCML) in respect of the equipments purchasedfor their project funded by the Bank under Asian Development Bank (ADB) / World Bank line of credit.


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BASL, TECL and BCML have paid the duty under protest and sought refund thereof. The Bank has filedreplies through its advocates showing cause as to why the penalty is not payable and sought for personalhearing. We are awaiting hearing of the matter.

2. ICICI Bank (the Bank) has received show cause notices in the matter of alleged customs duty evasion to theextent of Rs. 3.90 crores by Jaypee Cements Ltd (JCL), Rs. 4.25 crores by Orient Ceramics & Industries Ltd.(OCIL), Rs.0.47 crores by Balarampur Chini Mills Limited (BCML), in respect of the equipments purchasedfor their project funded by the Bank under ADB line of credit. The Bank has filed its reply through itsadvocates showing cause as to why the penalty is not payable and have sought a personal hearing. We areawaiting hearing of the matter.

3. The Securities and Exchange Board of India (SEBI) issued a notice to us in connection with matters pertainingto erstwhile Bank of Madura's Bhadra, Ahmedabad branch, asking to show cause as to why the said branchshould not be suspended from conducting merchant banking activities for a period of 6 months. SEBIstated that there were irregularities in fiscal 1996 in the operations of the account of North Star GemsLimited with this branch. A detailed reply was filed with SEBI in this regard. SEBI vide order dated October16, 2002 issued a warning to the Bhadra, Ahmedabad branch with a further direction to that branch to actwith due skill, care and diligence while acting as banker to an issue. SEBI noted that we had taken appropriatedisciplinary action against the concerned employees. SEBI further noted that inspection by the ReserveBank of India did not indicate malafide actions on the part of our officials. In view of the same, SEBIconcluded that the aforesaid warning would suffice as sufficient action against the branch.

4. A Preliminary Investigation under section 11(2) of the Monopolies and Restrictive Trade Practices (MRTP)Act, 1969 has been initiated against ICICI Bank (the Bank) by the Office of Director General of Investigationand Registration based on a complaint filed by Mr Ramesh Kumar Sharma dated 26.04.2007. TheComplainant is a credit card holder of the Bank and due to non payment of dues was charged with interestcharges and late payment fee. Complainant claimed that levying of interest charges and late payment feeamounts to double charging. A clarification in the matter has been provided that interest charges and latepayment fee are different in nature and does not amount to double charges as claimed by complainant.Description of same is also provided in credit card application form and under MITC clause a(ii) and 'c(ii).

5. M.S. Pandit filed a Case no. C-147/2006/DGIR before the Monopolies and Restrictive Trade PracticesCommission (MRTP), on November 7, 2007. The Complainant, M.S. Pandit, held a credit card issued by usagainst which he made purchases from M/s Arihant Colour Lab for the amount of Rs. 11,959/- Whileprocessing the amounts to be recovered, he agreed to pay the EMI at the processing charge of 1%, to becalculated after deducting one EMI in advance from the total purchases. Although the complainant did notinitially raise any objections as to this, he subsequently complained of unfair trade practices. We havereplied to this complaint. Thereafter, the complainant sought to examine the basis on which we chargedhim the EMI without his consent. On this issue, the MRTP Commission has issued a query raising certainquestions. We are yet to reply to this query.

6. We have received a notice of enquiry from the MRTP Commission dated May 31, 2007 under the Monopoliesand Restrictive Trade Practices Act, 1969 and the Monopolies and Restrictive Trade Practices CommissionRegulations, 1991 in the matter of DG (I&R) vs ICICI Bank Limited. A preliminary investigation report hasbeen filed before the MRTP Commission inter alia alleging that we have been indulging in unfair tradepractices while promoting our services of providing credit cards to the general public through our directsales agents ("DSA"). It has been alleged inter alia that we are promoting and sourcing credit card customersthrough DSAs without disclosing that the DSAs are not our agents but are independent contractors; thatapplications are obtained from prospective credit card customers without adequate disclosure of the 'MostImportant Terms and Conditions' ("MITC"); and that we are levying penal charges without ensuring thatthe statements of accounts have been received on time by credit card holders etc. We are in the process ofpreparing a reply to the allegations in the aforesaid notice of enquiry. The next date of hearing fixed in thematter is September 3, 2007.

Prudential Corporation plc & its associates:


April 1994/ The Prudential In relation to The Prudential Assurance Company Limited (PAC).March 1995 Assurance Company LAUTRO approached PAC in April 1994 with a request for its co-

Limited (PAC) operation in an informal review to validate LAUTRO’s pension rulesfor the future. Prudential agreed to co-operate. LAUTRO subsequentlyexpressed various concerns about the Prudential’s approach topension transfers. The review was placed on a formal footing in March1995. Following further discussions with LAUTRO, LAUTRO agreednot to take any disciplinary action and no charges were brought.

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1995-1997 The Prudential A number of writs were issued by SIB from 1995 to 1997 in connectionAssurance Company with the mis-selling of personal pensions, mainly where a personalLimited (PAC) pension was taken out in preference to occupational scheme

membership but in some cases where an occupational scheme benefitwas transferred to a personal pension.Some were for protectivepurposes pending review of the sale under the SIB guidance; othersproceeded and many have reached settlement via consent orders onthe basis of payment of full compensation but without an admissionof liability.

November/ Pru Banking ITC Advertising Complaints Reports. Complaints were received fromDecember 1997 3 viewers. An advertisement for a Prudential 60 Day Notice Account

offered a rate of 7.5% gross per annum on £10,000 and includedthe statement “you won’t find a better rate of interest for£10,000.”Two viewers objected that a “better rate” of 7.6% couldbe obtained on £10,000 in a Legal & General 60 Day Notice Account.The third viewer objected that the rate of 7.5% in fact including a 1%loyalty bonus which only applied after £10,000 had been held in theaccount for 12 months.Assessment: Following a complaint on 17October 1997, the ITC drew Teletext’s attention to a higher rate ofinterest that was apparently being paid on a Legal & General accountcomparable to the Prudential’s. Teletext immediately removed thePrudential advertisement from air pending investigations. Theserevealed that whilst Legal & General had introduced a rate of 7.6%on 10 October 1997, Prudential had not matched this rate until 17October 1997. In addition, whilst Prudential’s advertising agency hadon 15 October 1997 requested Teletext to amend the rate to 7.6%from 20 October 1997, press advertising for the Prudential accounthad reflected the higher rate on 17 October 1997.Teletext confirmedthat the headline rate was stated gross of a 1% loyalty bonus whichwas only paid if the account was still open after 12 months and onlytwo withdrawals had been made. They agreed that this was asignificant condition which should have been made clear andinstructed that subsequent advertising for this Prudential accountshould include details.The ITC agreed that the advertising had beenmisleading during the period that Legal & General had been offeringahigher rate than Prudential and considered that the omission of detailsabout the 1% loyalty bonus had also rendered the advertisementmisleading.Teletex had already removed the advertisement from airand would not permit it to return until the relevant amendmentswere made.Decision: Complaints upheld.

August 1998 The Prudential Following an article in The Guardian concerning possible pensionsAssurance Company mis-selling, the PIA will be investigating 2 cases.Limited (PAC)

1998 The Prudential An objection was received via the Trading Standards Department toAssurance Company a leaflet that claimed “Save around £100 on home insurance”. TheLimited (PAC) complainant, who was given a quote for £16 more than his existing

policy, challenged whether the savings were generallyattainable.Adjudication: The complaint was upheld. The advertiserssubmitted a summary of their research which showed that nine-tenths of customers who had switched their home insurance toPrudential had saved an average of £97.99. They argued that theclaim was neither a price promise nor a guarantee that Prudentialwould always be the cheapest. The Authority noted that the leafletstated elsewhere that “You could save money ...”. It considered,however, that the claim implied that switching to the advertisers’household insurance policies always saved customers money.Because that was not true, the Authority asked the advertisers notto use the claim again.



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1998 The Prudential 2 Complaints about advertisements in the national press:Assurance Company 1. An objection to a national press advertisement that wasLimited (PAC) headlined “Prudential announce a rate change of great interest

to savers” and featured a table of interest rates for theadvertisers’ 60 Day Notice Account . One column of the tablewas headed “Monthly Rates (inc loyalty bonus)” and quotedannual interest rates for those who have their interest paidmonthly. A footnote stated “The rates include a loyalty bonusof 1% gross pa (0.8% net pa) calculated daily and paid annuallyon the anniversary date. This is paid provided the account isstill open and in the preceding 12 months no more than twowithdrawals have been made and the balance has not beenless than £2,000.” The complainant objected that theadvertisement was misleading because the loyalty bonus wasnot paid until the anniversary date.Adjudication: Complaintupheld. The advertisers said they believed the footnoteexplained that monthly interest was calculated excluding theloyalty bonus but accepted that the presentation of theadvertisement could be confusing. The Authority consideredthat the advertisement was misleading and it welcomed theadvertisers’ intention to amend future advertisements to statemonthly interest rates without the loyalty bonus, which theywill show separately.

2. An objection to a national press advertisement that washeadlined “Why you’ll be better off with Prudential becausewe’re No. 1 in our field”. The complainant challenged the claim.Adjudication: Complaint upheld. The advertisers submittedevidence that showed they were number one in some but notall the aspects of their pension and life insurance business.The Authority accepted that the advertisers claim was acceptablein relation to pensions and life insurance but considered thattheir information did not adequately substantiate the generalclaim that the advertisers were “No. 1” in their field. TheAuthority asked the advertisers to specify in future the sectorsin which they could show they were “No. 1”.

May 2001 National Planning State of Florida (Division of Securities & Finance) fined NPC $10,000Corporation (NPC) for failing to register two branch offices. NPC were also required to

sign a Stipulation and Consent Agreement.

December 2001 National Planning NPC have established a $6m claimants’ fund after agreement withCorporation (NPC) New York Attorney General (NYAG). This follows HYAG investigation

into sale of payphones and leaseback arrangements of ETSpayphones by representatives of NPC. NYAG allege that the saleconstituted an unregistered securities offering.

January 2002 Prudential Nominees PNL was fined £5,000 by OPRA following a determination regardingLimited (PNL) the Ledo Limited Pension Plan (a SSAS) for which PNL is pensioner

trustee. The fine is in respect of failing to appoint an auditor andother procedural failures.

January 2002 Jackson National JNL have reached a settlement of Haggan case and the Andrews,Life (JNL) Dunn and Gales cases linked to it for a sum of $10m. Finalised in

January 2002, the terms of the settlement are confidential andshould not be disclosed to third parties.- Despite the Haggansettlement above, further litigation regarding Ultimate interestsensitive policies continues in Michigan, Illinois, Mississippi andLouisiana. JNL continue to try and resolve Ultimate ‘vanishingpremium’ complaints on a fair and reasonable basis in order toavoid litigation where possible.


152


The AMC

Notice received from SEBI under Rule 4 of SEBI (Procedure for Holding Inquiry and Imposing Penalties byAdjudicating Officer) Rules, 1995.

AMC has received a notice from SEBI under Rule 4 of SEBI (Procedure for Holding Inquiry & Imposing Penaltiesby Adjudicating Officer) Rules, 1995. It has been alleged that Mutual Fund had switched the investments ofsome Provident Funds from Gilt schemes and failed to adhere to the norms pertaining to the systems,organisation, risk management, customer service etc. as laid down in the circulars issued by SEBI. AMC is inthe process of submitting its reply to SEBI.

The Trustee: Nil

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 marketrelated rates prevailing at the time and applicable to similar borrowings. The security for such borrowings, ifrequired, will be as determined by the Trustee. Such borrowings, if raised, may result in a cost, which would be dealtwith in consultation with the Trustees.

f) STOCK LENDING BY THE MUTUAL FUND

The Scheme will not do any ‘Stock Lending’ Activity.

g) POLICY ON OFFSHORE INVESTMENTS BY THE SCHEME

SEBI vide Circular No. SEBI/ IMD/CIR No. 7/ 73202/ 06 Dated August 02,2006, SEBI/IMD/CIR No.13/83589/07 datedJanuary 4, 2007 and SEBI/IMD/CIR No.3/93334/07 dated May 14, 2007 currently permit mutual funds to invest inADRs/GDRs/ Foreign Securities issued by Indian companies and notified foreign securities subject to certain prescribedlimits.

Pursuant to above SEBI Circular. The Mutual Fund can make investments in;

i. ADRs/ GDRs issued by Indian Companies

ii. Equity of overseas companies listed on recognized stock exchanges overseas

iii. Foreign debt securities in the countries with fully convertible currencies, short term as long term debt instrumentswith highest rating (foreign currency credit rating) by accredited / registered credit rating agencies (like A- 1 / AAAby Standard & Poor, P- 1 / AAA by Fitch, IBCA etc.

iv. Government securities where the countries are AAA rated

v. Units / Securities issued by overseas mutual funds or unit trusts which invest in the aforesaid securities or are ratedas mentioned above and are registered with overseas regulations.

The investment in ADRs/ GDRs/ Foreign Securities by the Mutual Fund shall be within overall all limit of US $ 4 billionwith a sub – ceiling for individual mutual funds which should not exceed 10 % of the net assets managed by themas on March 31 of each year, subject to a maximum of US $ 200 million per mutual fund. -

It is the Investment Manager’s belief that investment in ADRs/GDRs/ overseas securities offer new investment andportfolio diversification opportunities into multi-market and multi-currency products. However, such investmentsalso entail additional risks. Such investment opportunities may be pursued by the Investment Manager provided theyare considered appropriate in terms of the overall investment objectives of the Scheme and the Plans thereunder.Since the Scheme and the Plans thereunder would invest only partially in ADRs/GDRs/overseas securities, there maynot be readily available and widely accepted benchmarks to measure performance of the Scheme and the Plansthereunder. To manage risks associated with foreign currency and interest rate exposure, the Fund may use derivativesfor efficient portfolio management including hedging and in accordance with conditions as may be stipulated bySEBI/RBI from time to time.

Offshore investments will be made subject to any/all approvals, conditions thereof as may be stipulated by SEBI/RBIand provided such investments do not result in expenses to the Fund in excess of the ceiling on expenses prescribedby and consistent with costs and expenses attendant to international investing. The Fund may, where necessary,appoint other intermediaries of repute as advisors, custodian/ sub-custodians etc. for managing and administeringsuch investments. The appointment of such intermediaries shall be in accordance with the applicable requirementsof SEBI and within the permissible ceilings of expenses. The fees and expenses would illustratively include, besidesthe investment management fees, custody fees and costs, fees of appointed advisors and sub-managers, transactioncosts, and overseas regulatory costs.


153

Risks attached with investments in ADRs/GDRs/ overseas securities:

To the extent that the assets of the Schemes will be invested in securities denominated in foreign currencies, theIndian Rupee equivalent of the net assets, distributions and income may be adversely affected by the changes in thevalue of certain foreign currencies relative to the Indian Rupee. The repatriation of capital also may be hampered bychanges in regulations concerning exchange controls or political circumstances as well as the application to it of theother restrictions on investment.

h) INTER-SCHEME TRANSFERS

The Fund may undertake inter-Scheme transfers under the Scheme. If such transfers are done they will be effectedbased on the weighted average traded price of the day of transfer either on the National Stock Exchange or theBombay Stock Exchange, where ever the volumes are higher.

In case of securities which are not traded on the Principal Stock Exchange / any other exchange, the inter-Schemetransfers will be affected based on fair valuation to be arrived at by the AMC with the approval of the Trustee.

i) GENERAL INFORMATION

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 Scheme 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.

Power to remove Difficulties

If any difficulties arise in giving effect to the provisions of the Scheme, the Trustee may, subject to the Regulations,do anything not inconsistent with such provisions, which appears to it to be necessary, desirable or expedient, forthe purpose of removing such difficulty.

Scheme 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 plans and terms of the Scheme after obtaining the prior permission of SEBI and Unitholders(where necessary), and the same shall be binding on all the Unitholders of the Scheme and any person or personsclaiming through or under them as if each Unitholder or such person expressly had agreed that such features andterms shall be so binding.

DOCUMENTS AVAILABLE FOR INSPECTION1. Memorandum and Articles of Association of the Trustee Company and the AMC2. Custodian Agreement between Trustee and The Hongkong and Shanghai Banking Corporation Limited3. Investment Management Agreement

4. Trust Deed and amendments thereto5. Mutual Fund Registration Certificate6. Consent of Registrar to act in the said capacity

7. Consent of Auditors to act in the said capacity8. Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 and amendments thereof

from time to time.9. Indian Trust Act, 1882.

Notwithstanding anything contained in this 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 ICICI Prudential Trust Limited bycirculation on September 29, 2006

The Trustees have ensured that ICICI Prudential Indo Asia Equity Fund approved by them is a new product offeredby ICICI Prudential Mutual Fund and is not a minor modification of the exiting scheme/fund/product

For and on behalf of the Board of Directors ofICICI Prudential Asset Management Company Limited

Sd/-

Nimesh ShahManaging Director

Place : MumbaiDate : August 03, 2007

154


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155

FORM FOR NOMINATION / CANCELLATION OF NOMINATION(to be filled in by individual (s) applying singly or jointly)

I / We and * do hereby

nominate the person more particularly described hereunder/ and / cancel the nomination made by me / us on the

day of in respect of the units bearing

No. .

(* strike out which is not applicable)

Name and Address of Nominee

Name:

Address:

Date of Birth :

( to be furnished in case the Nominee is a minor)

* The Nominee is a minor whose guardian is :

Address of the Guardian:

Signature of the guardian :

(* to be deleted if not applicable)

Instructions :

1. The nomination can be made only by individuals applying for / holding units on their own behalf singly or jointly. Non-individuals including society, trust, body corporate, partnership firm, Karta of Hindu Undivided Family, holder of Powerof Attorney cannot nominate. If the units are held jointly, all joint holders will sign the nomination form. Space isprovided as a specimen, if there are more joint holders more sheets can be added for signatures of holders of unitsand witnesses.

2. A minor can be nominated and in that event, the name and address of the guardian of the minor nominee shall beprovided by the unit holder.

3. The Nominee shall not be a trust (except religious or charitable trust), society, body corporate, partnership firm, Karta ofHindu Undivided Family or a Power of Attorney holder. A non-resident Indian can be a Nominee subject to theexchange controls in force, from time to time.

4. Nomination in respect of the units stands rescinded upon the transfer of units.

5. Transfer of units in favour of a Nominee shall be valid discharge by the asset management company against the legalheir.

6. The cancellation of nomination can be made only by those individuals who hold units on their own behalf singly orjointly and who made the original nomination.

7. On cancellation of the nomination, the nomination shall stand rescinded and the asset management company shallnot be under any obligation to transfer the units in favour of the Nominee.”

Unit holder (s) 1) Signature :

Name :

Address :

Date :

1) Signature :

Name :

Address :

Date :

Official Points of acceptance of transactions under all the schemes of ICICI Prudential Mutual Fund

Branches of ICICI Prudential Asset Management Company Ltd. located at:• Ahmedabad: 401, Sears Towers, Nr. Panchawati, Gulbai Tekra, Ahmedabad 380

006. Tel: (079) 26421095/96, 26408960 / 9029 • Amritsar: 2nd Floor, Eminent Malt, 10, Kennedy Avenue, The Mall, Amritsar 143

001. Tel: (0183) 5009347, 5014503 • Bangalore: 15/16, Vayudooth Chambers, Ground Floor, Trinity Circle, M. G.

Road, Bangalore 560 001. Tel: (080) 25323789, 25323675/76, 25323680• Bangalore (Jayanagar): 757/11, 2nd Floor, Oceana Chambers, 13th Cross Road,

7th Block, Jayanagar, Bangalore -560 082. Tel.: 080-26715152 / 53 / 54• Baroda (Vadodara): 3rd Floor, West Wing, Landmark Building, Race Course

Circle, Vadodara 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)

2745302/3/2746195• Chennai: No. 22/4, Aashika Chambers, Chamiers Road, Teynampet, Chennai

600018. Tel: (044) 2433 8228/9• Coimbatore: Old No:58, New No.126, 1st floor, TV Swamy Road (West), R.S.

Puram, Coimbatore 641 002. Tel: (0422) 2543380/2543382/2543384• Dehradun: 1st Floor, Opp. St Joseph School Back Gate, 33, Subhash Road,

Dehradun-249001. Tel: (0135) 2712302, 3209051, 2713376• Durgapur: Mezzanine Floor, Lokenath Mansion, Sahid Khudiram Sarani, City

Centre, Durgapur, Dist: Burdwan, West Bengal - 713216. Tel: (0343) 2544682. Fax: (0343) 2544683

• Guwahati: Jadavbora Complex, M. Dewan Path, Ullubari, Guwahati 781007. Tel: (0361) 2462153/52

• Hyderabad: L.B. Bhavan, 6-3-550 Somajiguda, (Opp. Medinova), Hyderabad 500082. Tel: (040) 66510099/100.

• Indore: 310-311 Starlit Tower, 29/1 Y N Road, Indore-452 001. Tel: (0731) 4043003 / 04

• Jaipur: 305, 3rd floor, Ganpati Plaza, M.I. Road, Jaipur 302 001. Tel: (0141) 2389326, 2389257, 2389126

• Jalandhar: 102, First Floor, Arora Prime Tower, G T Road, Jalandhar 144001. Tel. No. : 0181-5054697

• Jamshedpur: Office # 7, II Floor, Bharat Business Centre, Holding # 2, Ram Mandir Area, Bistupur, Jamshedpur-831 001. Tel: (0657) 2756150/51

• Jodhpur: Plot No. 3, Sindhi Colony, Shastri Nagar, Jodhpur - 342003. Tel: (0291) 5101906/2772551

• 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) 2353 199/2371 809 & 3097 458

• Kolkata: 124, Lords, 1st Floor, 7/1 Lord Sinha Road, Kolkata 700 071. Tel: (033) 2282 4077/82

• Kolkata: "JARDINE", 2nd Floor, 4, Rajendra Prasad Sarani (Clive Road), Kolkata - 700001. Tel : (033) 22305865 / 22305866

• Lucknow: Office No.6, Ground Floor, Saran Chambers-I, 5 Park Road, Lucknow 226 001. Tel: (0522) 2237923/717/711

• Ludhiana: SCO 121, Ground Floor, Feroze Gandhi Market, Ludhiana 141 001. Tel: (0161) 2413101/2/5015200

• Madurai: No.1, First Floor, Suriya Towers, 272/273,Goodshed Street, Madurai-625001. Tel: (0452) 2346811/12

• Mangalore: Maximus Commercial Complex, UG-3&4, Lighthouse, Hill Road, Mangalore 575 001. Tel: (0824) 2492179, 2491666

• Moradabad: 1st Floor, Plot No. 409, Mohalla Chawani, Near Mahila Thana, Civil Lines, Moradabad-244 001. Tel: (0591) 3201240, 2420054

• Mumbai-Corporate Office: Peninsula Tower, 5th Floor, 503, Peninsula Corporate Park, Ganpatrao Kadam Marg, Off. Senapati Bapat Marg, Lower Parel, Mumbai-400 013. Tel: (022) 24999777 Fax No.: 022-2499 7029

• Mumbai - Branch Office (Fort): Yeshwant Chambers, Shop No. 6, Ground Floor, 14/18, Burjoji Bharuch Marg, Kalaghoda, Fort, Mumbai-400 023. Tel: (022) 22649260/22613952/22614987

• Mumbai - Branch Office (Bandra): 101, Deccan House, Off Turner Road, Behind Copper Chimney, Near Bandra Station, Bandra (W), Mumbai-400 050. Tel: (022) 26404065/66

• Mumbai - Branch Office (Borivali): Ground Floor, Suchitra Enclave, Maharashtra Lane, Borivali (West), Mumbai 400 092. Tel: 022-28919911/13

• Nagpur: Shop No.1, Mahalaxmi Apartment, Opp Bhagwaghar Complex, Near Ajit bakery, Khare Town, Dharampeth, Nagpur-440 010. Tel: (0712) 6630801/3258409

• Nashik: Shop No. 1, Rajive Enclave, Near Old Municipal Corporation, New Pandit Colony, Nashik-422 002. Tel: (0253) 6517440, 3298224

• New Delhi: 12th Floor, Narain Manzil, 23, Barakhamba Road, New Delhi 110 001. Tel: (011) 23752515/16/17/18

• Panjim: Shop No. 6&7, Sandeep Apartment, Dr. Dada Vaidya Road, Panjim 403 001, Goa. Tel: (0832) 2424520/11

• Patna: 1st Floor, Kashi Palace, Dak Bungalow Road, Patna-800 001. Tel: (0612) 2230483, 2204164, 2213632

• Pune: 1205/4/6, Shivaji Nagar, Chimbalkar House, Opp. Sambhaji Park, J.M. Road, Pune 411004. Tel: (020) 66028844, 66202604

• Rajkot: 4th Floor, Plus Point, Opp. Haribhai Hall, Near Ramkrishna Ashram,

Yagnik Road, Rajkot 360 001. Tel: 0281-6640315/313• Raipur: Office # 2-3, II Floor, Millenium Plaza Complex, Beside Indian Coffee

House, Raipur-492 001. Tel: (0771) 4038472, 4013857• Ranchi: 107-108, First Floor, Shrilok Complex, 4-H.B. Road, Ranchi 834 001. Tel:

(0651) 2201455/ 2201456/2201457• Surat: HG-30, Block-B, International Trade Centre, Majura Gate, Surat-395002.

Tel: (0261) 2460362/2475467• Thane: Ground Floor, Mahavir Arcade, Ghantali Road, Naupada, Thane West-

400 602. Tel: (022) 25300700 Fax: 25300707 • Trichy: G1, Ground Floor,Royal Towers, Thillai Nagar, 1st Cross West, Trichy-

620018. Tel: (0431) 4021505• Trivandrum: Haji M Bava Sahib Commercial Complex, Ambujavilasam Road,

Near Old GPO, Trivandrum-695001 Tel: (0471) 3919007• Udaipur: SHUKRANA, 6, Durga Nursery Road, Near Sukhadia Memorial,

Udaipur 313001. Tel: (0294) 5103160, 9928906555• Varanasi: D58/2, Unit No. 52 & 53, First Floor, Kuber Complex, Rathyatra

Crossing, Varanasi - 221010. Mobile: 9839177665• Vijayawada: 40-1-129, 2nd Floor Centurian Plaza, Opp. to ICICI Bank, Near

Benz Circle, M.G. Road, Vijayawada, Andhra Pradesh - 520010. Tel: 0866-6616662/6618882

• Visakhapatanam: G-8, Rams Plaza, Diamond Park Lane, Dwarkanagar, Visakhapatanam 530 016. Tel: (0891) 6666 333, 6666 318.

Branches of Computer Age Management Services Pvt. Ltd. (CAMS) located at:• Agra: F-39/203, Sky Tower, Sanjay Place, Agra 282 002. Tel: 0562-252 1812• Ajmer: Shop no. S-5, 2nd Floor, Swami Complex, Ajmer, Rajasthan 305 001.

Tel: 0145-3092040• Allahabad: 1st Floor, Chandra Shekhar Azad Complex (Near Indira Bhawan), 5,

S.P. Marg, Civil Lines, Allahabad 211 001. Tel: 0532-260 1602 • Alwar: 256-A Scheme No.1, Arya Nagar, Alwar (Raj.) - 301 001. Tel: (0144)

2702324.• Amaravati: 81, Gulsham Tower, Near Panchsheel, Amaravati 444 601• Amritsar: 378-Majithia Complex, 1st Floor, M. M. Malviya Road,

Amritsar 143 001. Tel: 0183-221 1194• Anand: Rupal Consultancy, C/o Jinesh Shah & Associates (C.A.), 101, AP

Towers, B/h Sardar Ganj, Next to Nathwani Chambers, Anand 388 001. Tel: 02692-325071, 320704.

• Asansol: Block-G 1st Floor, P C Chatterjee Market Complex, Rambandhu Talab PO Ushagram, Asansol 713 303. Tel: 0341-329 5235.

• Aurangabad: Office No. 1, 1st Floor, Amodi Complex, Juna Bazar, Aurangabad 431 001. Tel: 0240-2363 664.

• Balasore: B C Sen Road, Balasore - 756 001. Tel: 06782-326808 • Bellary: No.18A, 1st Floor, Opp. Ganesh Petrol Pump, Parvathi Nagar, Main

Road, Bellary - 583 101. Tel: (0839) 326848, 326065• Berhampur: Gandhi Nagar Main Road, 1st Flr., Upstairs of Aroon Printers, Dist.

Ganjam, Berhampur-760 001, Orissa. Tel: 0680-320923/ 3205855• Bhavnagar: 305-306, Sterling Point, Waghawadi Road, Opp. HDFC Bank,

Bhavnagar 364 002. Tel. No.: (Off) 0278 - 3004641. Fax: 0278-2567020• Bhilwara: C/o. Kodwani & Associates, F-20-21 Apsara Complex, Azad Market,

Bhilwara - 311 001. Tel: (01482) 226832, 231808. Bokaro: HC-3, Ist Floor, CityCentre,Sector-4, Bokaro Steel City, Bokaro -

827004, Jharkhand. Tel: 06542-324 881/326 322• Belgaum: No. 21, Ground Floor, Arvind Complex, 1552 Maruti Galli,

Belgaum 590 002. Tel: 0831-2425 305• Bhavnagar: 305-306, Sterling Point, Waghawadi Road, Opp. HDFC Bank,

Bhavnagar-364002. Tel: 0278-3004641.• Bhilai: 209 , Khichariya Complex, Opp IDBI Bank, Nehru Nagar Square,

Bhilai 490 020. Tel: 0788-505 0568• Bhopal: C-12, 1st Floor, Above Life Line Hospital, Zone-I, M.P.Nagar,

Bhopal 462011 (M.P.). Tel: 0755-528 5266• Burdwan: 398, G. T. Road, (Basement of TALK OF THE TOWN), Burdwan -

713101, West Bengal.Tel. No. 0342 - 2567338• Calicut: 17/28 H 1st Floor, Manama Towers, Marvoor Road, Calicut 673 001.

Tel: 0495-272 3173.• Cuttack: Near Allahabad Bank, Cantonment Road, Cuttack 753 001. Tel: 0671-

3299572• Davengere: 13,First Floor, Akka Mahadevi Samaj Complex, Church Road,P J

Extension, Davengere, Karnataka - 577 002. Tel: (08192) 326226/326227• Dhanbad: Urmila Towers, Room No: 111 (1st Floor), Bank More, Dhanbad

826 001. Tel: 0326-329 0217.• Erode: 171-E, Sheshaiyer Complex, First Floor, Agraharam Street, Erode

638 001. Tel: (0424) 3207730/3207733.• Faridabad: B-49, First Floor Nehru Ground, Behind Anupam Sweet House, NIT,

Faridabad - 121 001. Tel: (0129) 3241148-47• Ghaziabad: 113/6, First Floor, Navyug Market, Ghaziabad - 201 001.• Gorakhpur: Shop No. 3, Second Floor, Cross Road, A.D. Chowk, Bank Road,

Gorakhpur 273 001. Tel: 0551- 329 4771.• Guntur: D. No. 5-38-44, 5/1, Brodipet, Near Ravi Sankar Hotel, Guntur 522 002.

Tel: 0863-5580 838 Gurgoan: Gurgaon SCO -17, 3rd Floor, Sector-14, Gurgaon-122 001. Tel: 0124-

3263833• Gwalior: 1st floor, Singhal Bhavan, Behind Royal Plaza, Daji Vitthal Ka Bada,

Old High Court Road, Gwalior – 474 001, Madhya Pradesh. Tel. No. 0751-3202873 / 320 2311

• Hosur: Shop No. 8, JD Plaza, Opp. TNEB Office, Royakotta Road, Hosur - 635 109.Tel: (04344) 321 002 / 321 004

• Hubli: 206 & 207, 1st Floor, ‘A’ Block, Kundagol Complex, Opp. Court, Club Road, Hubli 580 029. Tel: (0836) 329 3374/320 0114.

• Jabalpur: 975, Chouksey Chambers, Near Gitanjali School, 4th Bridge, Napier Town, Jabalpur 482001. Tel: 0761-5017146, 2402064.

• Jalgaon: 70 Navipeth, Opp. Old Bus Stand, Jalgaon-425 001. Tel. No. 0257-3207118 / 3207119• Jammu: 660-A, Gandhi Nagar, Jammu - 180004. Tel: 09906082698• Jamnagar: 207/209, K.P. Shah House I, K.V. Road, Jamnagar 361 001. Tel:

0288-255 8467/ 3111909.• Kalyani: A-1/50, Block A, Kalyani 741 235. Tel: (033) 32422711, 32422712.• Kolhapur: AMD Sofex office No. 7, 3rd Floor, Ayodhya Towers, Station

Road, Kolhapur - 416 001. Tel No. : 0231- 3209732.• Kottayam: Door No. IX / 1276, Amboorans Building, Manorama Junction,

Kottayam - 686 001. Tel No. 0481- 3207011.• Manipal: Academy Annex, First Floor, Opposite Corporation Bank, Upendra

Nagar, Manipal 576 104. Tel: 0820-257 3333, 529 2033.• Mathura: 159/160, Vikas Bazar, Mathura -281001 (U.P.). Tel: (0565)

3207007, 3206959• Meerut: 108, 1st Floor, Shivam Plaza, Opposite Eves Cinema, Hapur Road,

Meerut 250 002. Tel: 0121-2400 700.• Muzafferpur: Brahman Toil, Durga Asthan, Gola Road, Muzaffarpur-

842001, Tel: 0621-3207504/3207052• Mysore: No.3, 1st Floor, CH.26 7th Main, 5th Cross (Above Trishakthi

Medicals), Saraswati Puram, Mysore 570 009. Tel: 0821-309 1244/ 234 2182.• Navasari: 103 - Harekrishna Complex, above IDBI Bank, Nr. Vasant Talkies,

Chimnabai Road, Navsari - 396445. Tel: (02637) 327709, 329238• Nellore: 9/756, First Floor, Immadisetty Towers, Ranganayakulapet Road,

Santhapet, Nellore - 524 001• Panipat: 13, 1st Floor, Gaushala Mandi Market, G.T. Road, Panipat 192 103. • Patiala: 35, New Lalbagh Colony, Patiala 147 001.• Pondicherry: 25, First Floor, Jawaharlal Nehru Street, Pondicherry 605 001.

Tel: 0413-222 0575 / 233 5722.• Rajahmundry: D.No 7-27-4 Krishna Complex, Baruvari Street, T Nagar,

Rajahmundry 533 101. Tel: 0883-5565531• Ratlam: Dafria & Co., 81, Bajaj Khanna, Ratlam-457001, Madhya Pradesh.

Tel: 07412 - 324829 & 324817• Rohtak: 205, 2nd Floor, Blg. No. 2, Munjal Complex, Delhi Road, Rohtak-

124001, Harayana. Tel: 01262-318687/ 318589• Rourkela: 1st Floor, Mangal Bhawan, Phase II, Power House Road,

Rourkela 769 001.• Salem: No.2, I Floor, Vivekananda Street, New Fairlands, Salem-636 016. Sambalpur: C/o Raj Tibrewal & Associates, Opp.Town High School,

Sansarak, Sambalpur-768001, Orissa. Tel: 0663-329 0591• Siliguri: No 8, Swamiji Sarani, Ground Floor, Hakimpara, Siliguri 734 401.

Tel: 0353-221 6065• Solapur: 4, Lokhandwala Tower, 144, Sidheshwar Peth, Near Z.P. Opp.

Pangal High School, Solapur 413001. Tel.: (0217) 3204201, 3204200• Thrissur: Adam Bazar, Room No.49, Ground Floor, Rise Bazar (East),

Thrissur-680 001. Tel: 0487-242 0646 Tirunelveli: III Floor, Nellai Plaza, 64-D, Madurai Road, Tirunelveli-627 001.

Tel: 0462-233 3688 Tirupati: Shop No. 14, Boligata Complex, 1st Floor, Door No. 18-8-418, Near

Leela Mahal Circle, Tirumala Bye Pass Road, Tirupati 517 201. Tel: (0877) 3206887, 3209257

• Tirupur: 1(1), Binny Compound, Second Street,Kumaran Road, Tirupur-641 601. Tel: (0421) 320 1271 / 1272

• Trichy: No 8, I Floor, 8th Cross West Extn., Thillainagar, Trichy 620 018. Tel: 0431-274 1717

• Valsad: C/o. CAD House, Suddhivinayak Complex, F-1, First Floor, Avenue Building, Near R.J.J. School, Tithal Road, Valsad 396 001.

• Vashi: Mahavir Centre, Office No 17, Plot No 77 Sector 17, Vashi, Navi Mumbai-400703. Tel: (022) 32598154 / 55

Vellore: No.54, Ist Floor, Pillayar Kiol Street, Thottapalayam, Vellore - 632 004. Tel: 0416-3209017/3209018

• Warangal: F13, 1st Floor, BVSS Mayuri Complex, Opp. Public Garden, Lashkar Bazar, Hanamkonda, Warangal-506 001, Tel: 0870 – 2554888.

In addition to the existing Official Point of Acceptance of transactions, Computer Age Management Services Pvt. Ltd. (CAMS), the Registrar and Transfer Agent of ICICI Prudential Mutual Fund, having its office at Rayala Towers, 158, Anna Salai, Chennai – 600 002 shall be an official point of acceptance for electronic transactions received from the Channel Partners with whom ICICI Prudential Asset Management Company Limited has entered or may enter into specific arrangements for all financial transactions relating to the units of mutual fund schemes. Additionally, the secure Internet sites operated by CAMS will also be official point of acceptance only for the limited purpose of all channel partners transactions based on agreements entered into between IPMF and such authorized entities.