prudential icici mutual fund

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Prudential ICICI Mutual Fund

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

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

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

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

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

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

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

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

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

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

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

This Offer Document is dated February 7, 2005.

Prudential ICICI Fixed Maturity Plan

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




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




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




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




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




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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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Sponsors

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

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

Asset Management Company

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

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

Trustee

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

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

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

CustodianHDFC Bank LimitedSandoz HouseDr. Annie Besant RoadWorliMumbai 400 018

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

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

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

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

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

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

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

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

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

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

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

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

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

ICICI Bank ICICI Bank Limited

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

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


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NRI Non-Resident Indian.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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SUMMARY PRUDENTIAL ICICI FIXED MATURITY PLAN

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

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

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

regular returns through investments in fixed income securities.

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

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

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

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

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

Redemption of Units:

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

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

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

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

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

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

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

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

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

a) Sponsors

Prudential plc (formerly known as Prudential Corporation plc)

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

Given below is a brief summary of Prudentials financials:

Year ended December 31 (Rs. crores)

Description 2003 2002 2001 2000

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

ICICI Bank Limited

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

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

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

Given below is a brief summary of ICICI Banks financials:

(Rs. in crores)

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

Dec. 31, 2004

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

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

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

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

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

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

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

b) The Trustee Company (The Trustee)

Prudential ICICI Trust Limited

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

i) The Directors of the Trustee Company are:

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

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


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

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

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

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

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

Ennore Foundries Ltd.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

i) a written communication about the proposed change is sent to each Unitholder and an advertisementis given in one English daily newspaper having nationwide circulation as well as in a newspaperpublished in the language of the region where the Head Office of the mutual fund is situated; and

ii) the unit holders are given an option to exit at the prevailing Net Asset Value without any exit load.

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

connection with personal securities transactions.

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

viii. Principal underwriting contracts and renewals

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

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

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

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

iii) Trusteeship Fees

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

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

c) MANAGEMENT OF ASSET MANAGEMENT COMPANY (AMC)

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

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

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

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

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

i) Board of Directors of the AMC

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

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

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

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

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

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

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

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

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

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

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

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


17

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

18


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

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

ii) Powers, Duties and Responsibilities of the AMC

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

provided.

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

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


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iii) Key Employees of the AMC and relevant experience

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

Type & Nature of 10 YrsExperience

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

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

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

management and date.portfolio management Director and Chief Investment Officer

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

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

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

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

/ Type & Nature of 10 YrsExperience

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

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

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

Technology Birla Global Assistant Vice Presidentfrom Feb97 to April, 2001.DGP Windsor India Ltd. Managerfrom Sept 94 to Jan97.Universal Luggage Mfg. Co. Ltd. -Asst. Manager from Nov90 toSept94.NIIT/CCIT Course Conductor fromMay 89 to Oct90ECIL System Developer from June88 to April 89Associated Systems SoftwareDeveloper from July85 to April 88.

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

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

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

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

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


21



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

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

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

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

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

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

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

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

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

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

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

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

22




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

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

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

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

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

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

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

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

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

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

Corporate Credit to September 2004

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

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

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

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


23

iv) Fund Manager :

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

Scheme Name Fund Manager Qualification Experience

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

v) Compliance Officer

The Compliance

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