prudential icici mutual fund

from

Prudential ICICI Mutual Fund

The particulars of Prudential ICICI Advisor Series, the mutual fund Scheme

offered under this Offer Document, have 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 and the Units being offered for public subscription

have not been approved or disapproved by the Securities and Exchange

Board of India nor has the Securities and Exchange Board of India certified

the accuracy or adequacy of the Offer Document.

SPONSORS: Prudential plc (formerly known as Prudential Corporationplc) (through its wholly owned subsidiary, PrudentialCorporation Holdings Limited): Laurence Pountney Hill,London EC4R DHH, United Kingdom

ICICI Bank Limited: Registered Office: Landmark, RaceCourse Circle, Vadodara 390 007, India

INVESTMENT Prudential ICICI Asset Management Company Ltd.MANAGER: Registered Office: 206 Ashoka Estate, 2nd Floor,

Barakhamba Road, New Delhi 110 001

Corporate Office: Contractor Building, 3rd Floor, 41, R.Kamani Marg, Ballard Estate, Mumbai 400 038

TRUSTEE: Prudential ICICI Trust LimitedRegistered Office: 206 Ashoka Estate, 2nd Floor,Barakhamba Road, New Delhi – 110 001

www.pruicici.com

This Offer Document contains information necessary for an investor to

make an informed investment decision in the Scheme(s) 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 Unit holders or may be publicly notified by advertisements

in the newspapers subject to the applicable regulations.

O F F E R D O C U M E N T

Offer opens : 10th November, 2003Offer closes : 28th November, 2003Earliest closing date : 20th November, 2003

Offering

❶ Prudential ICICI Very Cautious Plan;

❷ Prudential ICICI Cautious Plan;

❸ Prudential ICICI Moderate Plan;

❹ Prudential ICICI Aggressive Plan; and

❺ Prudential ICICI Very Aggressive Plan

An Open-ended Asset Allocation Fund(Fund of Funds Scheme)

Issue of Units of Rs.10/-per Unit for cash at par

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IMPORTANT NOTICEInvesting in mutual fund schemes involves certain risks and considerations associated generally with making investments insecurities. The value of the Plan’s investments may be affected generally by factors affecting financial markets, such as priceand 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. Conse-quently, there can be no assurance that the Scheme and the Plans thereunder offered in this Offer Document would achievethe stated objectives. The NAV of the Units of the Plans may fluctuate and can go up or down. Past performance of theschemes managed by the Sponsors or their affiliates or the Asset Management Company is not indicative of the futureperformance of the Scheme nor will the performance of the Scheme, following the commencement of the operations, beindicative of the Scheme’s 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, purchasing orholding Units under the Scheme, 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), havenot authorized 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 Plans. 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 inconsis-tent 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 shall not exceed an average of 5% of theaggregate purchases and sale of securities made by the Fund in all its Schemes. The limit of 5% shall apply for a block ofany 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.

Furthermore, the current regulations on Fund of Funds scheme are as follows:

1. In case of Fund of Funds scheme the total expenses of the Scheme including the management fees shall not exceed0.75% of the daily average net assets.

2. No scheme of a mutual fund shall make any investment in any Fund of Funds scheme.

3. a) A Fund of Funds scheme shall not invest in any other fund of funds scheme.

b) A Fund of Funds scheme shall not invest its assets other than in schemes of mutual funds, except to the extentof funds required for meeting the liquidity requirements for the purpose of repurchases or redemptions, asdisclosed in the offer document of Fund of Funds scheme.

4. Investors may please note that they will be bearing the expenses of the relevant fund of fund scheme in addition tothe expenses of the underlying schemes in which the fund of fund scheme makes investment.

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.45.33 and UK£ and Indian Rupee at 1£=Rs.76.8185.

This Offer Document is dated October 24, 2003.

Prudential ICICI Advisor Series

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TABLE OF CONTENTS

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

2. Risk Factors ..................................................................................................................................................................... 8

3. Due Diligence Certificate .............................................................................................................................................. 12

4. Definitions .................................................................................................................................................................... 13

5. Summary – Prudential ICICI Advisor Series .................................................................................................................... 15

6. Constitution of the Mutual Fund .................................................................................................................................. 16

a) The Sponsors ......................................................................................................................................................... 16

b) The Trustee Company ............................................................................................................................................ 17

i) Directors ......................................................................................................................................................... 17

ii) Rights and Obligations of the Trustee ............................................................................................................ 18

iii) Trusteeship Fees ............................................................................................................................................. 20

c) Management of Asset Management Company ..................................................................................................... 20

i) Board of Directors of the AMC ....................................................................................................................... 21

ii) Powers, Duties & Responsibilities of the AMC ................................................................................................ 23

iii) Key Employees of AMC & relevant experience ................................................................................................. 24

iv) Fund Manager ................................................................................................................................................ 26

v) Compliance Officer ........................................................................................................................................ 26

vi) Investor Relations Officer ............................................................................................................................... 26

d) Auditors ................................................................................................................................................................ 26

e) Registrar ................................................................................................................................................................ 26

f) Custodian ............................................................................................................................................................. 26

7. Investment Objectives & Policies - Prudential ICICI Advisor Series .................................................................................. 27

Fundamental Attributes of the Scheme ......................................................................................................................... 27

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

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

c) Investment Pattern ................................................................................................................................................. 28

d) Change in Investment Pattern ............................................................................................................................... 28

e) Investment Strategy ............................................................................................................................................... 28

f) Terms of the Scheme – Fundamental Attributes ..................................................................................................... 32

g) Changes in Fundamental Attributes ...................................................................................................................... 33

h) Portfolio Turnover .................................................................................................................................................. 34

i) Procedure followed for investment decisions: ........................................................................................................ 34

j) Risk factors and Special consideration ................................................................................................................... 35

k) Investment Restrictions for the Scheme ................................................................................................................. 37

l) Underwriting by the Fund ...................................................................................................................................... 37

m) Computation of Net Asset Value ............................................................................................................................ 38

n) Accounting Policies & Standards ............................................................................................................................ 38

8. Units & The Initial Offer ................................................................................................................................................ 40

General Information ..................................................................................................................................................... 40

a) Minimum Subscription Amount ............................................................................................................................ 40

b) Initial Offer Price .................................................................................................................................................... 40

c) Initial Offer Period ................................................................................................................................................. 40

d) Extension or Termination of Initial Offer Period ..................................................................................................... 40

e) Minimum Amount for Application ........................................................................................................................ 40

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f) Initial Issue Expenses ............................................................................................................................................. 40

g) Options and investment plans offered under the Scheme ..................................................................................... 42

h) Pledge of Units for Loans ....................................................................................................................................... 42

i) Systematic Investment Plan (SIP) ............................................................................................................................. 43

j) Systematic Withdrawal Plan (SWP) ......................................................................................................................... 43

k) Flexible Lifetime Investment Programme ................................................................................................................ 43

l) How to Switch ....................................................................................................................................................... 44

m) Who can invest? .................................................................................................................................................... 44

n) How to apply? ....................................................................................................................................................... 44

i. Initial Offer ..................................................................................................................................................... 44

ii. Resident Investors - Mode of Payment ............................................................................................................ 44

iii. NRIs & FIIs ....................................................................................................................................................... 45

iv. Mode of Payment on Repatriation Basis ......................................................................................................... 45

v. Mode of Payment on Non-Repatriation Basis ................................................................................................. 45

vi. Application under Power of Attorney/Body corporate/Registered Society/Trust/Partnership ............................ 45

vii. Joint Applicant ............................................................................................................................................... 45

viii. Nomination Facility ......................................................................................................................................... 46

o) Issuance of Units ................................................................................................................................................... 46

p) Account Statements .............................................................................................................................................. 46

q) Refunds ................................................................................................................................................................. 46

r) Redemption of Units ............................................................................................................................................. 46

i. Redemption Price ........................................................................................................................................... 47

ii. Applicable NAV .............................................................................................................................................. 47

iii. How to Redeem? ............................................................................................................................................ 47

iv. Payment of Proceeds ...................................................................................................................................... 47

v. Redemption by NRIs//FIIs ................................................................................................................................ 48

vi. Effect of Redemptions .................................................................................................................................... 48

vii. Fractional Units .............................................................................................................................................. 48

viii. Right to Limit Redemptions ............................................................................................................................ 48

ix. Suspension of Sale and Redemption of Units ................................................................................................. 48

s) Purchase of Units after the Initial Offer Period ....................................................................................................... 49

i. Purchase Price ................................................................................................................................................. 49

ii. How to Purchase? ........................................................................................................................................... 49

iii. Purchase by NRIs ............................................................................................................................................ 50

iv. Applicable NAV .............................................................................................................................................. 50

9. Load Structure, Fees and Expenses ................................................................................................................................ 51

a) Load Structure of the Scheme ................................................................................................................................ 51

b) Fees and Expenses of the Scheme .......................................................................................................................... 51

i) Initial Issue Expenses ...................................................................................................................................... 51

ii) Estimated Recurring Expenses ........................................................................................................................ 51

c) Fees and Expenses of the Existing Scheme ............................................................................................................. 52

i) Initial Issue Expenses ...................................................................................................................................... 52

ii) Annual Scheme Recurring Expenses ............................................................................................................... 54

iii) Condensed Financial Information ................................................................................................................... 59

10. Unitholder’s Rights and Services ................................................................................................................................... 70

a) Investors Services ................................................................................................................................................... 70

b) Ease of Transactions .............................................................................................................................................. 70


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i) Customer Service Centres in major metros ..................................................................................................... 70

ii) Process transactions in a timely manner .......................................................................................................... 70

c) Problem Resolution ............................................................................................................................................... 70

d) Information about the Scheme .............................................................................................................................. 70

e) NAV Information .................................................................................................................................................... 70

f) Disclosure of information under the Regulations .................................................................................................. 71

g) Rights of Unit holders of the Scheme .................................................................................................................... 71

h) Duration of the Scheme/winding up ...................................................................................................................... 71

i) Procedure and manner of Winding up ................................................................................................................... 72

j) Tax Benefits of investing in the Mutual Fund ......................................................................................................... 72

a) To the Mutual Fund ........................................................................................................................................ 72

b) To the Unitholders .......................................................................................................................................... 72

i) Income received from Mutual Fund ......................................................................................................... 72

ii) Long Term Capital Gains on transfer of units .......................................................................................... 72

• For Individuals and HUFs .................................................................................................................. 72

• For Partnership Firms, Non-Residents and Indian/Foreign Companies .............................................. 73

• For Non-resident Indians .................................................................................................................. 73

• For OFO/FII ....................................................................................................................................... 73

iii) Short Term Capital Gains ......................................................................................................................... 73

iv) Short Term Capital Losses ........................................................................................................................ 73

v) Tax Deduction at source .......................................................................................................................... 73

• For income in respect of units .......................................................................................................... 73

• For Capital Gains (Resident and Non-resident) ................................................................................. 73

• Exemption from tax on capital gains arising on transfer of unitsheld for more than 12 months (Sec.54EC and Sec. 54ED) ................................................................ 74

vi) Investment by Charitable and religious trusts in the plan ........................................................................ 74

vii) Wealth Tax .............................................................................................................................................. 74

k. Unclaimed Redemption / Dividend Amount ........................................................................................................... 74

11. Other Matters ............................................................................................................................................................... 75

a) Unitholder’s Grievances Redressal Mechanism ....................................................................................................... 75

b) Associate Transactions ........................................................................................................................................... 76

c) Details of Investment in Companies that hold or have held more than 5% of NAV ofSchemes managed by the AMC ............................................................................................................................. 80

d) Penalties and Pending Litigation ............................................................................................................................ 81

e) Borrowing by the Mutual Fund .............................................................................................................................. 88

f) Stock Lending by the Mutual Fund ........................................................................................................................ 88

g) Policy on Offshore Investments by the Scheme ...................................................................................................... 89

h) Inter-Scheme Transfers ........................................................................................................................................... 89

i) General Information .............................................................................................................................................. 89

• Power to make Rules ...................................................................................................................................... 89

• Power to remove Difficulties ........................................................................................................................... 89

• Scheme to be binding on the Unit holders ..................................................................................................... 89

• Documents available for Inspection ................................................................................................................ 90

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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 and services andfund management to many millions of customers worldwide. As a group Prudential plc has, as of 31 December 2002,over GBP155 billion of funds under management, more than 12 million customers and over 15,000 employees,worldwide

Securities and Exchange Board of India, vide its letter no. MFD/PM/567/02 dated June 4, 2002, has accorded itsapproval in 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 an asset base of Rs.106,812 crore. ICICI Bank provides a broad spectrumof financial services to individuals and companies. This includes mortgages, car and personal loans, credit and debitcards, corporate and agricultural finance. The Bank services a growing customer base of more than 7 millioncustomers and 6 million bondholder accounts through a multi-channel access network. This includes about 450branches and extension counters, 1675 ATMs, call centres and Internet banking (Source: Press Release dated May 23,2003 at www.icicibank.com). ICICI Bank posted a net profit of Rs.1, 206 crore for the year ended March 31, 2003.ICICI Bank is the only Indian company to be rated above the country rating by the international rating agency Moody’sand the only Indian company to be awarded an investment grade international credit rating. The Bank enjoys thehighest AAA (or equivalent) rating from all leading Indian rating agencies.

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

• Fund Management expertise – Prudential ICICI Asset Management Company Limited, the Investment Manager to thePrudential ICICI Mutual Fund, manages assets over Rs. 13,500 crores as of October 20, 2003 through 16 schemes. It isone of the largest asset management companies in the country, in the private sector.

• Investment Objectives: Prudential ICICI Advisor Series is an Open ended asset allocation fund (Fund of Funds) scheme(comprising there under five investment Plans), with a primary objective to generate returns through investment invarious schemes of Prudential ICICI Mutual Fund having different asset allocation schemes based on factors that include:

- The investment management style of such schemes,

- The tolerance and the risks profiles of such schemes,

- The asset allocation (such as equity or debt) of such schemes.

Please refer to Section ____ on Investment Objectives and Investment Pattern under the Plans.

• Liquidity: Being an open-ended Scheme, Units may be redeemed on every Business Day at NAV based prices. The Fundwill, under normal circumstances, endeavour to dispatch redemption cheques, in case of Prudential ICICI Very CautiousPlan and Prudential ICICI Cautious Plan, within 1 Business Day from the date of acceptance of the redemption request atany of the Customer Service Centers of AMC. This service standard will apply only at the 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 would essentially belinked to the time taken by banks to clear funds at such Non-RBI centers. In case of Prudential ICICI Moderate Plan,Prudential ICICI Aggressive Plan and Prudential ICICI Very Aggressive Plan(s), the Fund will, under normal circumstances,endeavour to dispatch redemption cheques, within 2 Business Days.

• Investors who hold units in any of the open-ended debt schemes of the Fund may switch all or part of their holdings tothe Plans offered under this Offer Document on an ongoing basis. Further, under the Flexible Lifetime InvestmentProgramme, investors may choose to alter the allocation of their investment among the Mutual Fund’s various schemesin order to meet their changing circumstances during their lifetime. Under the Flexible Lifetime Investment Programme,switches from equity schemes of Prudential ICICI Mutual Fund to the Plan(s) under Prudential ICICI Advisor Series will notbe permitted.

• The following Tax benefits are available as per the Finance Act, 2003:

• Finance Act 2003 has inserted section 10(35), whereby any income received in respect of units of Mutual Fundspecified under clause (23D) of Section 10 will be exempt from income tax in the hands of the unit holders.Investors may note that although the Scheme would churn its portfolio frequently within various schemes ofPrudential ICICI Mutual Fund, the Scheme will not be subjected to the short-term capital gains on account ofprovisions of section 10(35) of the Income Tax Act, 1961.

• Long-term Capital Gains in respect of Units held for a period of more than 12 months will be chargeable undersection 112 of the Income-Tax Act, 1961, at a rate of 20% plus surcharge, as applicable.

• As provided under section 54EC of the Income Tax Act, 1961, where an assessee has made capital gains from thetransfer of units held in the Mutual Fund Scheme for a period exceeding 12 months and the assessee has at anytime within a period of 6 months after the date of such transfer, invested such capital gains in the long termspecified assets, such capital gains shall be exempted from tax on capital gains under section 54EC of the IncomeTax Act 1961.


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• As provided in Section 54ED, where an assessee has made capital gains arising from the transfer of units held inthe Mutual Fund Scheme for a period exceeding 12 months will be exempt, if the assessee has, any time within aperiod of 6 months after the date of such transfer, invested the whole of the capital gains in acquiring equityshares forming part of an eligible issue of capital. However, if the assessee has invested only a part of the capitalgains, he will be eligible for the proportionate exemption. An eligible issue of capital means an issue of equityshares offered for subscription to the public by a public company formed and registered in India.

• 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.

• Investors may please note that they will be bearing the expenses of the relevant fund of fund scheme inaddition to the expenses of the underlying schemes in which the fund of fund scheme makes investment.

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Risk Factors• Mutual Funds and securities investments are subject to market risks and there is no assurance or guarantee that the

objectives of the Scheme will be achieved.

• As with any securities investment, the NAV of the Units issued under the Plans 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.

• Prudential ICICI Advisor Series is the name of the Scheme and does not in any manner indicate either the quality of theScheme or its future prospects and returns.

• The name Prudential ICICI Advisor Series is the nomenclature for the Fund of Fund scheme and does not connote anyrecommendation to the investor to opt for a particular plan. In no way can it be construed that either the AMC or theTrustees or any its officials is either making the choice on behalf of the investor or is recommending a plan for investmentby the investor. The decision to choose an appropriate Plan under the Series is that of investor and the investor is makingany investment solely at his/her own risk. Further, there can be no assurance that the investment objectives of the Plan/swill be realized. AMC/Fund Manger’s investment decisions to choose the underlying schemes may not be always profitable.

• In the event of receipt of inordinately large number of redemption requests or of a restructuring of the Plan’s portfolios,there may be delays in the redemption of Units. As per the guidelines issued by SEBI, in the event of failure to dispatchthe redemption or repurchase proceeds within 10 working days, the AMC is liable to pay interest to the Unit holders @15% p.a.

• The NAVs of Prudential ICICI Advisor Series and the investment Plans thereunder may be affected by the performance ofthe underlying schemes due to changes in the general market conditions, factors and forces affecting capital market inparticular, level of interest rates, expenses of the underlying schemes various market related factors and trading volumes,settlement periods and transfer procedures.

• Investing in the Plans involves certain risks and considerations associated generally with making investments in theunderlying schemes of mutual fund and AMC/Fund Manger’s investment decisions to choose the underlying schemesmay not be always profitable. There can be no assurance that the Plans will achieve their objectives. The value of thePlan’s investments may be affected by factors affecting the performance of the underlying schemes, which is linked tofactors impacting capital market, such as price and volume volatility in the fixed income and stock markets, interest rates,currency exchange rates, foreign investment, changes in government policy, taxation, political, economic or otherdevelopments and closure of the stock exchanges. Consequently, the Net Asset Value of the Plans may fluctuate, andthe value of the Plan’s Units may go up or down. Past performance of mutual funds managed by the Sponsor and itsaffiliates is not necessarily indicative of future performance of the Scheme or the Plans thereunder. There can be noassurance that the Scheme and its Plan’s investment objectives will be achieved.

• There will be no prior intimation or prior indication given to the Unit holders when the composition/ asset allocationpattern under the Plan changes within the broad range defined in this offer document.

• Further subject to the asset allocation pattern stated above, the maximum asset allocation to/ investment in any oneunderlying scheme of Prudential ICICI Mutual Fund may be to the extent of 100% of the investible corpus under theScheme.

• As per the Regulations, equity schemes of mutual fund may invest up to 5% of its net assets in unlisted equity andequity-related securities. Each Plan’s investments in the underlying schemes holding unlisted equities, if any, may berealisable only upon listing of these securities.

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

• The Sponsors will not be liable to make good or otherwise be responsible for any loss or shortfall resulting from theoperations of the Scheme and the Plans thereunder, beyond the initial contribution of Rs. 22.2 lakh made by them tothe corpus of the Mutual Fund and the accretions and additions thereto.

• 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 either directlyor indirectly in the Plans. The funds managed by these affiliates, associates, the Sponsors, subsidiaries of the Sponsorsand/or the AMC may acquire a substantial portion of the Plan’s Units and collectively constitute a major investor in thePlans. Accordingly, redemption of Units held by such funds, affiliates/associates and Sponsors may have an adverseimpact on the Units of the Plans because the timing of such redemption may impact the ability of the other Unitholdersto redeem their Units.

• The liquidity of the Scheme’s investments is inherently restricted by liquidity of the underlying schemes in which it hasinvested, that could be affected by trading volumes in the securities in which the underlying scheme invests.

• Although, the Scheme per se will make investments in underlying schemes of the mutual fund, such underlying schemesof Prudential ICICI Mutual Fund may consider investments in ADRs/ GDRs issued by Indian companies. The policygoverning such investments is laid down on page 89. To the extent that some part of the assets of the underlying schemesmay be invested in securities denominated in foreign currencies, the Indian Rupee equivalent of the net assets, distributionsand income may be adversely affected by the changes in the value of foreign currency denominated ADRs/GDRs relative


9

to the Indian Rupee. The repatriation of capital also may be hampered by changes in regulations concerning exchangecontrols or political circumstances as well as the application to it of other restrictions on investment.

• Although, the Scheme per se will make investments in underlying schemes of the mutual fund, such schemes may usederivatives instruments like Stock Index Futures, Interest Rate Swaps, Forward Rate Agreements or other derivativeinstruments for the purpose of hedging and portfolio balancing, as permitted under the Regulations and guidelines.Usage of derivatives will expose the underlying schemes and in turn this Scheme to certain risks inherent to suchderivatives.

• The policy in respect of stock lending under the schemes of Prudential ICICI Mutual Fund is laid down on page 37.The present Scheme would invest in the underlying schemes, which might undertake stock lending activities. The risksin lending portfolio securities, as with other extensions of credit, consist of the failure of another party, in this case theapproved intermediary, to comply with the terms of agreement entered into between the lender of securities i.e. theunderlying scheme and the approved intermediary. Such failure to comply can result in the possible loss of rights inthe collateral put up by the borrower of the securities, the inability of the approved intermediary to return thesecurities deposited by the underlying scheme and the possible loss of any corporate benefits accruing to theunderlying scheme from the securities deposited with the approved intermediary.

• Applicants/ Unitholders under the Scheme and the Plans thereunder are not being offered any guaranteedreturns.

• Changes in Government policy in general and changes in tax benefits applicable to mutual funds may impact thereturns to Unitholders in the Scheme and the Plans thereunder.


Scheme Specific Risk Factors• As the investors are incurring expenditure at both the Fund of Funds level and the schemes into which the Fund of

Funds invests, the returns that they may obtain may be materially impacted or may at times be lower than the returnsthat investors directly investing in such schemes obtain.

• Again as the Fund of Funds scheme may shift the weightage of investments between schemes into which it invests,the expenses charged being dependent on the structure of the underlying schemes (being different) may lead to annon- uniform charging of expenses over a period of time.

• As the Fund of Funds (FOF) factsheets and disclosures of portfolio will be limited to providing the particulars of theschemes invested at FOF level, investors may not be able to obtain specific details of the investments of the underlyingschemes.

• While it would be the endeavour of the Fund Manager of the Fund of Funds scheme(s)to invest in the target schemesin a manner, which will seek to maximize returns, the performance of the underlying funds may vary which may lead tothe returns of the Fund of Funds being adversely impacted.

• The scheme specific risk factors of each of the underlying schemes become applicable where a fund of funds invests inany underlying scheme. Investors who intend to invest in Fund of Funds are required to and are deemed to have readand understood the risk factors of the underlying schemes relevant to the Fund of Fund scheme that they invest in.Copies of the offer documents pertaining to the various schemes of Prudential ICICI Mutual Fund, which disclose therelevant risk factors, are available at the Customer Service Centres or may be accessed at www.pruicici.com.

• A Fund Manager managing any one of the Fund of Fund schemes may also be the Fund Manager for any underlyingschemes.

The underlying schemes having exposure to the fixed income securities and/ or equity and equity related securitieswill be subject to the following risks and in turn the Scheme’s/ Plans’ performance will be affected accordingly.

Fixed Income Securities:

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

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

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• 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 higher yield above those offered on Government Securities which are sovereign obligations and free of creditrisk. Normally, the value of a fixed income security will fluctuate depending upon the changes in the perceived level ofcredit risk as well as any actual event of default. The greater the credit risk, the greater the yield required for someoneto be compensated for the increased risk.

• Reinvestment Risk: This risk refers to the interest rate levels at which cash flows received from the securities in thePlans 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.

Equity or Equity related Securities:

• Underlying schemes will invest a part of their portfolio in equity and equity related securities. Trading volumes,settlement periods and transfer procedures may restrict the liquidity of these investments. Different segments ofIndian financial markets have different settlement periods and such periods may be extended significantly byunforeseen circumstances. The inability of a Plan to make intended securities purchases due to settlement problemscould cause a Plan to miss certain investment opportunities.

Risks associated with stock lending:Although, the Scheme per se will make investments in underlying schemes of the mutual fund, the policy in respect ofunderlying schemes of Prudential ICICI Mutual Fund that may consider engaging in the stock lending is laid down as under:

The risks in lending portfolio securities, as with other extensions of credit, consist of the failure of another party, in thiscase the approved intermediary, to comply with the terms of agreement entered into between the lender of securities i.e.the Scheme and the approved intermediary. Such failure to comply can result in the possible loss of rights in the collateralput up by the borrower of the securities, the inability of the approved intermediary to return the securities deposited bythe lender and the possible loss of any corporate benefits accruing to the lender from the securities deposited with theapproved intermediary.

Investors are urged to study the terms of the Offer Document carefully before investing in this Scheme and its Plans, and toretain this Offer 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

Prudential plcLaurence Pountney Hill,London EC4R DHH,United Kingdom

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

Asset Management Company

Prudential ICICI Asset Management Company Limited

Registered Office206 Ashoka Estate, 2nd Floor,24 Barakhamba Road,New Delhi – 110 001

Corporate Office3rd Floor, Contractor Building.41, R. Kamani MargBallard EstateMumbai 400 038.

Trustee

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

Registrar

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

Auditors to the Scheme

N. M. Raiji & CompanyUniversal Insurance BuildingSir Phiroze Shah Mehta RoadMumbai 400 001

Custodian

HDFC Bank LimitedSandoz HouseDr. Annie Besant RoadWorliMumbai 400 018

Legal Advisors:

A.R.A. LAWAgra Building,1st Floor,121, M.G. Road,Fort, Mumbai - 400 023

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SECTION I

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-informed decision 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.

Sd/-

Ranganth AthreyaPlace : Mumbai Vice President – Finance, ComplianceDate : July 22, 2003 and Company Secretary

Note: The Due Diligence Certificate as stated above was submitted to SEBI on July 23, 2003.


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DefinitionsIn this Offer Document, the following words and expressions shall have the meaning specified herein, unless the contextotherwise requires:

Asset Management Company Prudential ICICI Asset Management Company Ltd. (formerly ICICI Asset Managementor AMC or Investment Company Limited), the Asset Management Company incorporated under theManager Companies Act, 1956, and registered with SEBI to act as an Investment Manager for

the schemes of Prudential ICICI Mutual Fund

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

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

Business Day For debt oriented Plan(s): A day other than (i) Saturday and Sunday or (ii) a day onwhich the Principal Stock Exchange with reference to which the valuation of thesecurities under the Plan of the Scheme is done or the Whole Sale Debt Market ofNational Stock Exchange or the Reserve Bank of India or Banks in Mumbai are closedor (iii) a day on which there is no RBI clearing / settlement of securities; or (iv) a dayon which the Sale and Redemption of Units is suspended by the Trustee / AMC.

For equity oriented Plan(s): A day other than (1) Saturday and Sunday or (2) a dayother than a day on which the Stock Exchange, Mumbai and National Stock Exchangeare closed whether or not the Banks in Mumbai are open. (3) a day on which the Saleand Redemption of Units is suspended by the Trustee/AMC.Provided that the dayswhen the banks at any centre where the AMC’s Customer Service Centers are located,are closed due to a local holiday, such days will be treated as non Business Days atsuch centres for the purposes of accepting fresh subscriptions. However, if the AMCsoffices in such centres are open on such local holidays, then redemption and switchrequests will be accepted at those centres, provided it is a Business Day for suchscheme on an overall basis.

Custodian HDFC Bank Limited, Mumbai, acting as Custodian to the Plan/s, or any other custodianwho is approved by the Trustee and has been granted registration by SEBI under theSecurities and Exchange Board of India (Custodian of Securities) Regulations, 1996as amended from time to time.

Fund of Funds scheme “Fund of funds scheme” means a mutual fund scheme that invests primarily inunderlying schemes of the same mutual fund or other mutual funds.

FII Foreign Institutional Investors registered with SEBI under Securities and ExchangeBoard of India (Foreign Institutional Investors) Regulations, 1995, as amended fromtime to time.

ICICI Bank ICICI Bank Limited

Investment Management The Agreement dated September 3, 1993 entered into between Prudential ICICIAgreement Trust Limited (formerly ICICI Trust Limited) and Prudential ICICI Asset Management

Company Limited (formerly ICICI Asset Management Company Limited) as amendedfrom time to time.

NAV Net Asset Value of the Units of the Plans and Options therein, calculated on everyBusiness Day in the manner provided in this Offer Document or as may be prescribedby Regulations from time to time.

NRI Non-Resident Indian.

Offer Document This document issued by Prudential ICICI Mutual Fund, offering Units of PrudentialICICI Advisor Series and the Plans thereunder.

Person Person means any resident or non-resident natural or juridical person.

PIOs Persons of Indian Origin.

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.

Prudential ICICI Prudential ICICI Advisor Series and the options and investment PlansAdvisor Series/The Scheme/ offered thereunder referred to as the Scheme. Each of the Investment Plan under theThe Plan(s)/FOF Scheme is referred to as the Plan and collectively as the Plans. As each Plan is a

distinct entity having a separate portfolio, each Plan is construed as a Scheme under

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the Regulations.Prudential ICICI Advisor Series is a “Fund of funds” scheme thatinvests primarily in underlying schemes of the mutual fund(s).

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

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

The Fund or Mutual Fund Prudential ICICI Mutual Fund (formerly ICICI Mutual Fund), a trust set up under theprovisions of the Indian Trusts Act, 1882. The Fund is registered with SEBI videRegistration No.MF/003/93/6 dated October 13, 1993 as ICICI Mutual Fund and hasobtained approval from SEBI for change in name to Prudential ICICI Mutual Fundvide SEBI’s letter dated April 16, 1998.

The Trustee Prudential ICICI Trust Limited (formerly ICICI Trust Limited), a company set up underthe Companies Act, 1956, and approved by SEBI to act as the Trustee for the schemesof Prudential ICICI 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 Prudential ICICI Mutual Fund) as amended from time to time.

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

Underlying schemes The schemes of Prudential ICICI Mutual Fund in which the corpus of various Plans ofPrudential ICICI Advisor Series –a “Fund of funds scheme”- will be primarily invested.

Unit(s) The interest of an investor, which consists of, one undivided share in the Net Assetsof the Scheme and or the Plans thereunder.

Unit-holder A holder of Units in the Scheme of Prudential ICICI Advisor Series as contained inthis Offer Document.


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Summary – Prudential ICICI Advisor SeriesName of the Scheme Prudential ICICI Advisor Series

Structure Open-ended fund comprising Five investment Plans i.e.: Prudential ICICI VeryCautious Plan, Prudential ICICI Cautious Plan, Prudential ICICI Moderate Plan,Prudential ICICI Aggressive Plan and Prudential ICICI Very Aggressive Plan, investingprimarily in underlying schemes of Prudential ICICI Mutual Fund.

Initial Offer Price Rs.10 per unit for cash at par

Application Amount For All Plans: Minimum of Rs.5,000 per application and additional amounts inmultiples of Re.1 thereafter.

Initial Issue Expenses The initial issue expenses to be charged under the Scheme will be limited to 2.40%of the amount mobilized under the respective Plans under the Scheme.

Flexible Lifetime Investment Subject to the provisions of exit load as outlined in this document, the FundProgramme will allow investors the flexibility to alter allocation of their investments amongst

the designated schemes (or any plans therein) offered by the Fund in order to meettheir changing investment needs or risk profiles by switching between the schemes(or any plans therein) of the Fund. It is the intention of the Fund to enable investorsin the Scheme (or any Plans therein) to switch between the present open-endeddebt schemes and the future debt schemes (or any plans therein), which may beincluded in the Flexible Lifetime Investment Programme. Please refer to page 43 formore details of the Flexible Lifetime Investment Programme. This facility will besubject to the prevailing entry/exit load provisions of the respective schemes andplans therein. Under the Flexible Lifetime Investment Programme, switchesfrom equity schemes of Prudential ICICI Mutual Fund to the Plan(s) underPrudential ICICI Advisor Series will not be permitted.

Liquidity On an ongoing basis, an investor can purchase and redeem Units on every BusinessDay at NAV based prices, subject to the prevailing load structure. Please refer topage 47 for Redemption Price, page 49 for Purchase Price.The Units of the Plan(s)will not be listed on any exchange.

The Fund will, under normal circumstances, endeavour to dispatch redemptioncheques, in case of Prudential ICICI Very Cautious Plan and Prudential ICICI CautiousPlan within 1 Business Day from the date of acceptance of the redemption requestat any of the Customer Service Centers. This service standard will apply only at thecenters where RBI handles clearing directly and is able to transfer funds fromMumbai on the same-day-value basis. In respect of all non-RBI centers, forredemption payments, AMC will take additional day(s) – not exceeding 3 BusinessDays- that would essentially be linked to the time taken by banks to clear funds atsuch Non-RBI centers. In case of Prudential ICICI Moderate Plan, Prudential ICICIAggressive Plan and Prudential ICICI Very Aggressive Plan(s), the Fund will, undernormal circumstances, endeavour to dispatch redemption cheques, within 2 BusinessDays. This is subject to proper Bank Mandates being made available by the investorat the time of application.

Transparency NAV of each Plan will be determined on every Business Day, except in specialcircumstances described on page 48. NAV of the Plan(s) shall be made available atall Customer Service Centers of the AMC. The AMC shall also endeavor to have theNAV published in a daily newspaper and updated on AMC’s website(www.pruicici.com).AMC shall update the NAVs on the website of Association ofMutual Funds in India - AMFI (www.amfiindia.com) by 8.00-p.m. every BusinessDay. In case 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 commencement ofbusiness hours on the following day due to any reason, the Fund shall issue a pressrelease providing reasons and explaining when the Fund would be able to publishthe NAVs.The Mutual Fund shall disclose the full portfolio of the Plans under theScheme every quarter.

Repatriation facility NRIs/PIOs/FIIs have been granted a general permission by RBI [Schedule 5 of theForeign Exchange Management (Transfer or Issue of Security by a Person ResidentOutside India) Regulations, 2000] for investing in / redeeming units of the schemessubject to conditions set out in the aforesaid regulations.

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

Options available For the present the Fund intends to offer the Cumulative Option and theunder the Scheme. Dividend Option under all the Plans.The Trustee may, at a later date, decide to

introduce any other options under any Plans or all the Plans of the Scheme, as isconsidered necessary.

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CONSTITUTION OF THE MUTUAL FUNDICICI Mutual Fund, which has been renamed as Prudential ICICI Mutual Fund (“the Mutual Fund” or “the Fund”) 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 ICICI, by execution of a Trust Deed dated August 25, 1993. Prudential plc, throughits wholly owned subsidiary, Prudential Corporation Holdings Limited, has contributed an amount of Rs.12.2 lacs to thecorpus of the Fund and has received permission for such contribution from the RBI 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 name of the Fund to Prudential ICICIMutual Fund vide its letter IIMARP / 88 / 98 dated April 16, 1998. A deed of amendment to the Trust Deed dated August25, 1993 was executed and registered.

a) SponsorsPrudential 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 31 December 2002 ,overGBP155 billion of funds under management, more than 12 million customers and over 15,000 employees, worldwide.

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

Description 2003 (Half year 2002 (Year ended 2001 (Year ended 2000 (Year endedended June 30) December 31) December 31) December 31)

Unaudited

Total Income 135,815 264,179 197,062 138,988Profit Before Tax 1,498 3,718 2,958 7,275Profit After Tax 1,068 3,449 2,988 5,093Shareholders’ Funds 28,169 28,177 30,343 30,881Earnings per share (Rs.) 4.84 12.14 17.90 23.20Equity Capital (5 Pence per share) 768 768 768 761Free Reserves 27,401 27,409 29,575 30,121Net-worth 28,169 28,177 30,343 30,881Book Value per share (Rs.) 140.85 140.89 151.72 154.41Percentage of dividend per share 106% 520% 508% 490%Dividend per share (in Pence) 5.3P (Interim only) 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 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 an asset base of Rs. 106,812 crore. ICICI Bank provides a broad spectrum offinancial services to individuals and companies. This includes mortgages, car and personal loans, credit and debit cards,corporate and agricultural finance. The Bank services a growing customer base of more than 7 million customers and 6million bondholder accounts through a multi-channel access network. This includes about 450 branches and extensioncounters, 1675 ATMs, call centres and Internet banking (Source: Press Release dated May 23, 2003 at www.icicibank.com).ICICI Bank posted a net profit of Rs.1, 206 crore for the year ended March 31, 2003. ICICI Bank is the only Indian companyto be rated above the country rating by the international rating agency Moody’s and the only Indian company to beawarded an investment grade international credit rating. The Bank enjoys the highest AAA (or equivalent) rating from allleading Indian rating agencies.

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

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

Year ended Year ended *Year endedMarch 31, 2001 March 31, 2002 March 31, 2003

Total Income 1462.13 2726.59 12,526.88Profit After Tax 161.09 258.3 1,206.18Free Reserves @ 1092.26 5632.41 6,320.65Net Worth 1302.43 6244.96 6933.31Earnings per Share (Rs.) (diluted) 8.13 11.61 19.65Book Value per Share (Rs.) 59.11 101.95 113.10Dividend 20% 20% 75%Paid Up Capital (Equity) $ 220.36 612.55 612.66

(Preference) # 0 350 350

* The results for the year ended March 31, 2003 include the result of erstwhile ICICI Limited and its subsidiaries, ICICI PersonalFinancial Services Limited and ICICI Capital Services Limited, amalgamated with the Bank w.e.f. March 30, 2002. The financials for thecurrent periods are not comparable with the earlier periods.@ Excludes revaluation reserve


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$ Includes in 2002, Rs. 392.67 crores for shares to be issued to shareholders of ICICI Limited on amalgamation, further, during the yearended 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 atpar on April 20, 2018. As per the notification received from Ministry of Finance, the restriction of section 12(1) of the BankingRegulation Act, 1949, prohibiting banks established after 1944 from holding preference shares, is not applicable to the Bank for aspecified period.

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 by erstwhile ICICI and is under process of beingtransferred to ICICI Bank Ltd. ICICI Bank will hold 30% of the paid-up capital of the AMC and the balance 15% will beheld by a subsidiary of ICICI Bank Ltd. (ICICI Venture Funds Management Company Limited), in order to ensure adherencewith the provisions of Section 19(2) of the Banking Regulation Act, 1949.

b) The Trustee Company (The Trustee) - Prudential ICICI Trust LimitedPrudential 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, through its wholly owned subsidiary,Prudential Corporation Holdings Limited, U.K. holds 55% of the shares of the Trustee, whereas the balance 45%shareholding of the Trustee company is being held by erstwhile ICICI and is under a process of being transferred to ICICIBank Ltd and its Group Company.

i) The Directors of the Trustee Company are:

Mr. Natesan Vaidheeswaran Iyer Partner(S/o. Mr. Chinnaswamy Natesan Iyer) C.C. Chokshi & Co., Mumbai73, Jupiter Apartments C.C. Chokshi & Co., Ahmedabad41, Cuffe Parade C.C. Chokshi & Co., BarodaMumbai 400 005 C.C. Chokshi & Co., New DelhiChartered Accountant C.C. Chokshi & Co., Goa

Deloitte Haskins & Sells, MumbaiDeloitte Haskins & Sells (National Firm), MumbaiDeloitte Haskins & Sells, AhmedabadDeloitte Haskins & Sells, BarodaDeloitte Haskins & Sells, New DelhiDeloitte Haskins & Sells, CalcuttaTouche Ross & Co., ChennaiTouche Ross & Co., MumbaiTouche Ross & Co., AhmedabadTouche Ross & Co., BarodaDirectorCCC Services Co. Pvt. Ltd., Mumbai (Chairman)Deloitte Touche Tohmatsu (Global Board)NSE.IT Limited, MumbaiDiscount and Finance House of India Ltd, MumbaiNational Commodity & Derivatives Exchange Limited

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

V.B. Haribhakti & Co., JodhpurV.B. Haribhakti & Co., CalcuttaV.B. Haribhakti & Co., JaipurDirectorBajaj 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.

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TrusteeBombay Rotary Midtown TrustThe Pransukhlal Mafatlal Hindu Swimming Bath and 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

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.

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

Mr. Nagesh D. Pinge* Nominee Director (on behalf of ICICI Bank Limited)(S/o. Dinkar Shripad Pinge) Jindal Vijaynagar Steel Co. Ltd.D-408/1, Viman Darshan Jindal Thermal Power Co. Ltd.28-29 Swami Nityanand Marg SWIL LimitedAndheri (East) Videocon International Ltd.Mumbai 400069 The India Cements LimitedGeneral Manager –Risk,Compliance and Audit 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 ICICI Prudential Life Insurance Company Ltd.Consultant Prudential Process Management Services Pvt. Ltd.

*Associate Directors: Mr. Nagesh Pinge is a General Manager (Head-Risk, 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 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 Trustee their bio-data which shall contain the educational qualifications, past experience in the securities market within fifteendays 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 and guidelinesissued by SEBI from time to time and designed internal control mechanisms including internal audit systemscommensurate with the size of the mutual fund.

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 associate or dealtwith 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 schemes independently of other activities andhas taken adequate steps to ensure that the interest of investors of one Scheme are not compromised with those ofany 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 with theseRegulations and the provisions of Scheme it is required to take such remedial steps as are necessary by it and toimmediately 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 exceed thevalue 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 Scheme andto hold the same in trust for the benefit of the Unitholders in accordance with the Regulations and the provisions ofthe Trust Deed.

11. The Trustee is required to take steps to ensure that the transactions of the Fund are in accordance with the provisionsof 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 any incomereceived in the Mutual Fund for the holders of the units of any scheme in accordance the Regulations and the TrustDeed.

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

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

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

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

d. 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 Scheme and affects the interests of unit holders,shall be carried out unless:

i) a written communication about the proposed change is sent to each Unitholder and an advertisement isgiven in one English daily newspaper having nationwide circulation as well as in a newspaper published inthe 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 in their ownnames 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 its associates.

16. The Trustee is required to review quarterly, the net worth of the AMC and in case of any shortfall ensure that the AMCmakes 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 transfer agency,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 its networth 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 by theAMC.

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 self dealing orfront 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 other activities andin case any activities of the nature referred to in sub Regulation (2) of Regulation 24 of the Regulations have beenundertaken, the AMC has taken adequate steps to ensure that the interest of the Unitholders is protected.

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22. The independent Directors of the Trustee are required to give their comments on the report received from the AMCregarding 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 Unitholders approval/consent will be obtained where it affects the interests of Unitholders as per the procedure / provisions laid down inthe 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 outsidecontractors for the same services.

iii. Selection of the asset management company’s independent directors

iv. 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 inconnection with personal securities transactions.

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

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, the Trusteesshall not be held liable for acts done in good faith if they have exercised adequate due diligence honestly.

29. SEBI circular no. MFD/CIR/10/ 15895 /2002 dated August 20, 2002 provides that the meetings of the Trustees shall beheld at least once in every two calendar months and at least six such meetings should be held every year. Further, asper the Regulations, for the purposes of constituting the quorum for the meetings of the Trustees, at least oneIndependent Trustee or Director should be present during such meetings.

During the period from April 1, 2002 to October 20, 2003, eight meetings of the Directors of the Trustee were held. TheTrustee’s supervisory role is discharged by reviewing the information and the operations of the Fund based on reportssubmitted at the Board Meetings of the Trustee, by reviewing the reports being submitted by the Internal Auditor and thebi-monthly, quarterly and half-yearly compliance reports. The Trustee also conducts a detailed review of the half-yearly andannual accounts of the schemes of the Fund and discusses the matters arising there from with the Statutory Auditors ofthe 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, presently computed at the rate of upto 0.05% of the amount, being the aggregate of the Trust Fundand Unit Capital of all the Schemes put together on April 1 of each year or a sum of Rs.5 lacs, whichever is higher. TheTrustee may charge further fees as permitted from time to time under the Trust Deed 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 0.05% to be arrived at as indicatedabove. The amendment does not in any way, adversely impact or alter the interests of Unitholders under the existingschemes 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, was establishedby ICICI as its wholly owned subsidiary, to act as the Investment Manager of the ICICI Mutual Fund vide the InvestmentManagement Agreement dated September 3, 1993. Consequent to a review of long-term business strategy of the AMC, itwas decided to further strengthen commitment to the individual investor segment. As a part of this Scheme, Prudentialplc. (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 issued andallotted shares aggregating 55% stake in the share capital of the AMC. Whereas the balance 45% shareholding in theAMC is being held by erstwhile ICICI and is under process of being transferred to ICICI Bank Ltd., that would hold 30% ofthe paid-up capital of AMC and the balance 15% will be held by a subsidiary of ICICI Bank Ltd. (ICICI Venture FundsManagement Company Limited), in order to ensure adherence with the provisions of Section 19(2) of the BankingRegulation Act, 1949.


21

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 wholly ownsubsidiary, Prudential Corporation Holdings Limited) as a shareholder of the AMC. The AMC has applied and securedapproval from the Registrar of Companies, Delhi and Haryana, for its change of name to Prudential ICICI Asset ManagementCompany 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, in accordancewith the provisions of Investment Management Agreement, the Trust Deed, the Regulations and the objectives of each ofthe 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 its noobjection for the AMC undertaking PMS activities subject to the AMC complying with the requirements as envisaged inRegulation 24(2) of SEBI (Mutual Funds) Regulations, 1996. The AMC has commenced the Portfolio Managementactivities, after complying with the regulatory requirements.

i) Board of Directors of the AMC

Mr. Ajay Srinivasan

Prudential Corporation Asia, Suites 2910-14, Two Pacific Place, 88, Queensway, Hongkong.

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

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

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

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

Mr. Ananda Mukerji

301, 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 17 yearsexperience including 11 years at ICICI during which he set up and managed a number of businesses including theinfrastructure finance, structured finance and advisory businesses. He also worked as Executive Assistant to the ManagingDirector & CEO, and Head of Strategy. Since January 2002, he has headed ICICI OneSource Limited, the ICICI group’sBusiness Process Outsourcing (BPO) arm, as its Managing Director & CEO.

Mr. N. S. Kannan

Flat 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 a Post-graduate Diploma in Management from the Indian Institute of Management, Bangalore. He is also a Chartered FinancialAnalyst from the Institute of Chartered Financial Analyst of India, Hyderabad. Mr. Kannan has over 17 years experienceincluding 13 years at ICICI during which he has managed a number of activities including the project finance, structuredfinance and treasury operations. He started his career with SRF Nippon denso Limited in 1987 as an Executive – ProjectPlanning and joined ICICI Ltd. in 1991 as a Project Officer. Subsequent to the merger of ICICI with ICICI Bank, he wasresponsible for the treasury operations including structured finance and strategy activities of the Bank as a Treasury Head.He is currently acting as a CFO & Treasurer, managing the finance functions & treasury of the Bank.

Mr. K. S. Mehta

C-70 Panchsheel Enclave, New Delhi 11 0017

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

22


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 on the Board ofthe 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 Engineer

Jehangir Mansion, 2nd Floor, 71, N.S. Patkar Marg, Mumbai 400 007

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. Gupta

6B, 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 as Consultant(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 the operationsof 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 10 years and headed the department as Executive Director.He was responsible for managing LIC’s portfolio comprising a variety of investments. Subsequent to his retirement, till May1999, 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 Committee ofthe NSE” and “The Advisory Committee on Secondary Market Operations of SEBI”. At present Mr. Gupta is an Advisor toSchoolNet India Ltd., an initiative of IL&FS.

Mr. Gupta is a M.A in English and has a LL.B. degree besides being a Fellow of Insurance Institute of India.

Mr. Pradip P. Shah

72A, 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, inassociation 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 India Limited(‘CRISIL’), India’s first and the largest credit rating agency. Mr. Shah was one of the team members, which assisted infounding CRISIL in 1988. While at CRISIL, Mr. Shah was instrumental in technology transfer to and the training ofpersonnel 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 Bank andthe 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. Shailendra Bhandari

Quest End, 3rd Floor, 47, Cuffe Parade, Mumbai - 400 005

Mr. Bhandari 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. Prior to joining AMC, for about sevenmonths, Mr. Bhandari was working as a Consultant for application of Information Technology in the field of Finance &Banking. Since September 1994 to November 1999, Mr. Bhandari was associated with HDFC Bank Ltd. as Treasurer andExecutive Director - Head of Capital Markets. At HDFC Bank, Mr. Bhandari’s main responsibilities included overseeing anddevelopment the entire Capital Markets and Private Banking functions of the bank, including the Treasury (ForeignExchange, Derivatives, Money Markets) as well as trading in Debt and equities and Investment Advisory Services.

During the period from May 1992 to August 1994, Mr. Bhandari was the Chief Executive, Citicorp Securities & InvestmentsLtd., a group entity of Citibank N.A., India.

Mr. Bhandari has a Masters Degree in Management from the Indian Institute of Management, Ahmedabad. He has aBachelor’s Degree in Economics from St. Stephens’ College, University of Delhi.


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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 all otherfunctions 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 collectively orseparately for privately placed debentures, unquoted debt instruments, securitised debts and other forms of variablesecurities 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 Trust Funds as perthe set strategies and policies;

(g) to make and give receipts, releases and other discharges for moneys payable to the Trust and for the claims and demandsof 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 fully operate thesame;

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

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

The Asset Management Company shall render at all times high standards of service, exercise due diligence, ensure propercare 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 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 investment managementfee 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 thecorpus amount in excess of Rs.100 crores. Further, as per the Regulations, for the schemes launched on no load basis, theAsset Management Company is entitled to collect an additional management fees not exceeding 1% of the average netassets outstanding in each financial year.

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iii) Key Employees of the AMC and relevant experience

Name of the Employee

Mr. Shailendra Bhandari

Mr. Pankaj Razdan

Mr. Dileep Madgavkar

Mr. Vasant Sanzgiri

Mr. Kalyan Prasath

Mr. Ranganath Athreya

Mr. Mrugank Paranjape

Age(Years)

44

34

40

42

36

38

36

Designation

Managing Director

Deputy CEO

Chief InvestmentOfficer

Senior VicePresident & HeadHuman Resources

Vice President –InformationTechnology

Vice President -Finance, Legal,Compliance andCompany Secretary

Vice PresidentOperations andProjects

EducationalQualifications

Post Graduate Diplomain Management, IndianInstitute of Manage-ment, Ahmedabad;Bachelor of Arts-Economics, St.Stephen's College,University of Delhi.

BSc. (Electronics)B.Tech (ElectronicsEngineering)

Associate of Instituteof Chartered Accoun-tants of India; B.Com(Hons.)

BSc (Life Sciences),MMS (PersonnelManagement)

PGDSM(NIIT), B.Sc.

Associate -Instituteof CompanySecretaries of India.Bachelors Degree(General Laws),PGDCP

PGDM (IIM,Ahmedabad)B. Tech. (Electrical)from IIT, Mumbai

Total No. of Years ofExperience / Type &Nature of Experience

Over 22 years of experiencein the areas of Treasury, RiskManagement, Operations,Technology, and BusinessDevelopment.

Over 14 years of experiencein treasury and fundmanagement.

Over 15 years of experiencein sales and distribution.

Over 15 years experience inarea of Human ResourcesManagement

Over 15 years of workexperience in areas ofInformation Technology

Over 14 yrs of experience inCompliance and CompanySecretarial functions.

Over 13 yrs of experience inOperations and projects

Assignments HeldDuring the Last 10 Yrs

Managing Director Prudential ICICI AMC- from December 2000 till date.December 1999 to November 2000 ITConsultancy in the field of Finance &Banking at Auckland, New Zealand.September 1994 - Nov. 1999- Treasurer& Executive Director - Head Of CapitalMarkets of HDFC Bank Ltd., Mumbai,India.May 1992 - Aug 1994: Chief Executiveof Citicorp Securities & Investments Ltd.in Mumbai

Vice President / Senior Vice President &Head - Sales & Distribution - PrudentialICICI AMC - 2000 onwards.Vice President - West & North ZonePrudential ICICI AMC - 1999 – 2000.Head-Distribution -Karvy Securities Limited -1997 – 1998.Marketing Manager - HMG FinancialServices Limited - 1992 – 1993.Graduate Engineer Trainee / DesignEngineer – Nelco Ltd. 1992.

Chief Investment Officer – Prudential ICICIAMC - 1998 to date.Financial Analyst & Consultant - 1993 to1998.Manager Equities & PMS – ANZ GrindlaysBank - 1989 – 1993.

Vice President / Senior Vice President &Head Human Resources Prudential ICICIAMC - 2000 to date.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.

Vice President – Information Technology- Prudential ICICI AMC June 2001onwards.Birla Global – Assistant Vice Presidentfrom Feb’97 to May, 2001.DGP Windsor India Ltd. – Manager fromSept ’94 to Jan’97.Universal Luggage Mfg. Co. Ltd. - Asst.Manager from Nov’90 to Sept’94.NIIT/CCIT – Course Conductor from May‘89 to Oct. ’90ECIL – System Developer from June ’88to April ‘89Associated Systems – Software Developerfrom July ’85 to April ’88.

Vice President - Finance, Legal,Compliance and Company Secretary,Prudential ICICI AMC Jan 14, 02 onwards.Head Corporate Communication andCompany Secretary - IDBI Bank June 1997to 12th Jan 2002.Chief Manager Merchant Banking andCompany Secretary - Karnataka BankLtd. from 1992-97.Company Secretary Lakshmi Motor Credit(Now TVS Finance) 1989-92

May 2002 - to-date : Vice President -Projects, Prudential ICICI AMC LimitedApril 2001 - May 2002Chief 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 Services


25

Name of the Employee

Mr. R. Murali Krishnan

Mr. Sanjay Mehrotra

Mr. N. Krishna Kumar

Mr. Mihir Vora

Mr. Venugopal K.

Mr. Vivekanand Ramakrishnan

Mr. Pankaj Kaji

Mr. Chaitanya Pande

Mr. Chandresh Kumar Nigam

Age(Years)

42

37

33

33

30

35

50

31

35

Designation

Fund Manager

Associate VicePresident -Investments

Senior FundManager

Fund Manager

Fund Manager

Manager –Credit Analyst

Senior FundManager

Fund Manager

Senior FundManager

EducationalQualifications

ACS, CAIIB, PGDPM& IR, BCom.

MMS, Marketing,BCom

C.A., ICWA.

Post GraduateDiploma inManagement (IIMLucknow), B.E.(Mechanical)

PGDBA – ICFAIBusiness School, MA(Economics), B.Com.

Ph.D. (University ofSouthern California),MS (University ofSouthern California),B. Tech. (IITMadras).

B.Com.

PGDM from IMI, NewDelhi, BSc from St.Stephens College,New Delhi

B.Tech, PGDM fromIIM Calcutta, AISSCF

Total No. of Years ofExperience / Type &Nature of Experience

Over 10 years of experiencein Investment Management

Over 13 years of experiencein Investment Management

Over 8 years of workexperience.

Over 7 years experience inInvestment Managementand Product Development.

Over 4 years experience inInvestment Management.

Over 6 years experience inCredit Analysis.

30 yrs

7 yrs 5 MonthsManager – FundManagement

12 yrs – Fund Management

Assignments HeldDuring the Last 10 Yrs

July 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 Invest TrustLimitedMay 1990 - Oct 1994Citibank N.A Global Consumer BusinessManager

Fund Manager – Prudential ICICI AMC - 1998to date.Sr. Research Analyst ICICI AMC 1995 – 1998.Research Analyst ICICI AMC 1993 - 1995.Research Analyst – Canbank Mutual Fund 1991–1993.

Associate Vice President – Investments -Prudential ICICI AMC - 1999 to date.Manager – Investments -Prudential 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.

Sr. Fund Manager - Prudential ICICI AMC -1999 to date.Vice President – Equity Sales - DresdnerKlienwort Benson India - 1997 – 1999.Research Analyst – UTI Securities ExchangeLimited - 1995 – 1997.Executive Infar India Limited - 1993 – 1995.

Sr. Fund Manager – Prudential ICICI AMC -2000 to date.Fund Manager - SBI Funds Management Limited- 1998 – 2000.Chief Dealer, Dealer (Secondary Market Equity)- SBI Funds Management Limited - 1997 –1998.Portfolio Manager - SBI Funds ManagementLimited – 1995-1997.Deputy Manager (Product Development) - SBIFunds Management Limited – 1994-1995.Management Trainee Gujarat State FertilisersCompany Limited – 1991-1992.

Fund Manager - Prudential ICICI AMC - Sep.2000 to date.Dealer - Pennar Investments Limited - 1997 –Aug. 2000.

Manager – Credit Analyst Prudential ICICI AMC- 2001 to date.Manager - Rating (Business Development &Marketing) Crisil – 1995-2001.Marketing Executive -Vikram Ispat - 1994 –1995.

Fund Manager- Prudential ICICI AMC- 2002 tilldate.Deutsche Bank, Mumbai (Vice-President-MoneyMarket) 1994-2002, ANZ Grindlays Bank (FundsManager)-1986-1994

Sept. 16 th 2002 till date – Fund Manager –Prudential ICICI AMC LimitedJan 2000 to Sep 2002 Manager – FundManagement, JF Asset Management (India)Pvt. LimitedMay 1995 to Jan 2000 Investment Analyst, JFAsset Management (India) Pvt. Limited

From July 2003 till date – Prudential ICICIAsset Management Company Ltd.,- SeniorFund Management; From April 1993-June2003 – Zurich Asset management - SeniorFund Management; May1991-April 1993 –SBI Capital Markets Limited - FundManagement

As indicated above, at present a team comprising of nine Fund Managers and one Research Analyst are involvedin equity research. The past experience of these employees is indicated above.All the above key personnel are based at the Corporate Office of AMC.

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iv) Fund Manager :

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

Scheme Name Fund Manager Qualification Experience

Prudential ICICI Mr. Dileep Madgavkar Associate of Institute of Over 15 years of experience inAdvisor Series Chartered Accountants treasury and fund management.

B.Com (Hons.) (Cal. Univ.)

v) Compliance Officer

The Compliance Officer for the Fund is:

Mr. Ranganath AthreyaVice President- Finance, Compliance and Company SecretaryPrudential ICICI Asset Management Company Ltd.Contractor Building, 3rd Floor41, R.Kamani Marg, Ballard Estate,Mumbai 400 038

vi) Investor Relations Officer

Investor Relations Officer for the Fund is Mr. Gautam Guha and he may be contacted at the corporate office of the AMC atMumbai.

d) AuditorsN. 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) RegistrarComputer Age Management Services Private Limited, A & B Lakshmi Bhavan, 609 Anna Salai, Chennai – 600006 (CAMS)have been appointed as Registrar for the Scheme. The Registrar is registered with SEBI under registration No: INR000002813.As Registrar to the Scheme, CAMS will handle communications with investors, perform data entry services and dispatchAccount Statements. The AMC and the Trustee have satisfied themselves that the Registrar can provide the servicesrequired and have adequate facilities and the system capabilities.

f) CustodianHDFC Bank Limited, Mumbai has been appointed as Custodian for the Scheme mentioned in the Offer Document. TheCustodian has been registered with SEBI and has been awarded registration No.IN/CUS/001 dated February 2, 1998. TheTrustee propose to enter into a Custodian Agreement with the Custodian and the salient features of the said Agreementwould be 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 on the partof 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 Custodian Agreement.

The Custodian shall also not deal, on its own account, in securities purchased or sold by the Mutual Fund without makingan 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.


27

SECTION II

INVESTMENT OBJECTIVES & POLICIES

FUNDAMENTAL ATTRIBUTES OF THE SCHEMEa) Type of the Scheme

An Open-ended asset allocation Fund of Funds Scheme comprising, for the present, five sub plans i.e.: Prudential ICICIVery Cautious Plan, Prudential ICICI Cautious Plan, Prudential ICICI Moderate Plan, Prudential ICICI Aggressive Plan andPrudential ICICI Very Aggressive Plans. These sub plans would primarily intend investing in other existing schemes(underlying schemes/plans) of Prudential ICICI Mutual Fund inline with the investment objectives of the sub plans ofFOF and the underlying schemes.

b) Investment Objectives

Prudential ICICI Advisor Series is an Open ended asset allocation fund, which is of the nature of Fund of Funds,comprising thereunder Five investment Plans), with a primary objective to generate returns through investment inunderlying schemes of Prudential ICICI Mutual Fund. The investments into underlying funds under each Plan of FOFwould, inter-alia, be governed by :

- The investment management style of such schemes (both FOF and underlying),

- The tolerance and the risks profiles of such schemes (both FOF and underlying),

- The asset allocation (such as equity or debt) of such schemes (both FOF and underlying).

The Scheme has Five Plans to offer as under:

Prudential ICICI Very Cautious Plan: The primary investment objective of this Plan is to seek to provide reasonablereturns, commensurate with low risk while providing a high level of liquidity, through investments made primarily inthe schemes of Prudential ICICI Mutual Fund having asset allocation to:

• Money market and debt securities.

This Plan may be considered to be ideal for investor’s having a low risk appetite and a shorter duration of investment.

However, there can be no assurance that the investment objectives of the Plan/s will be realized.

Prudential ICICI Cautious Plan: The primary investment objective of this Plan is to seek to generate regular incomeprimarily through investments in the schemes of Prudential ICICI Mutual Fund having asset allocation:

• Primarily to fixed income securities

• To a lesser extent (maximum 35%) in equity and equity related securities so as to generate long-term capitalappreciation.


Prudential ICICI Moderate Plan: The primary investment objective of this Plan is to seek to generate long term capitalappreciation and current income by creating a portfolio that is invested in the schemes of Prudential ICICI MutualFund having asset allocation to:

• Equity and equity related securities as well as

• to fixed income securities


Prudential ICICI Aggressive Plan: The primary investment objective of this Plan is to seek to generate long term capitalappreciation from a portfolio that is invested predominantly in the schemes of Prudential ICICI Mutual Fund havingasset allocation to:

• Equity and equity related securities and

• A small portion in debt and money market instruments.

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

Prudential ICICI Very Aggressive Plan: The primary investment objective of this Plan is to seek to generate long termcapital appreciation from a portfolio that is invested predominantly in the schemes of Prudential ICICI Mutual Fundthat actively invests in:

• Equity/ equity related securities.

This Plan is suitable for investor’s seeking higher returns and having appetite for higher investments risks and marketfluctuations. However, there can be no assurance that the investment objective of the Scheme will be realized.

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c) Investment Pattern

The corpus of each of the Plans of the Scheme will be invested in the schemes of Prudential ICICI Mutual Fund that investin debt, money market instruments and equity and equity related instruments depending on the asset allocation patternand Investment Objective of each Plan of FOF as indicated in this document. As per the SEBI guidelines, a Fund of fundsscheme shall not invest its assets other that in schemes of mutual funds, except to the extent of funds required formeeting the liquidity requirements for the purpose of repurchases or redemptions. Subject to the Regulations, thecorpus of each of the Plan of the Scheme can be invested in any (but not exclusively) of the following securities:

1) Units of various schemes of Prudential ICICI Mutual Fund.

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

3) Money market instruments permitted by SEBI/RBI, having maturities of up to one year, in call money market or inalternative investment for the call money market as may be provided by the RBI to meet the liquidity requirements.

The units of the schemes of Prudential ICICI Mutual Fund in which the Plans of the Scheme propose to make investmentsin could be listed or unlisted, open/closed ended. The units may be acquired through subscription to the units during theInitial Public Offerings (IPOs) of the schemes or by subscriptions on on-going basis in case of open -ended schemes.

Under normal circumstances, under the Scheme for different plans, the asset allocation in the units of various schemes ofPrudential ICICI Mutual Fund will be as follows:

Type of Security Prudential Prudential Prudential Prudential Prudential Risk ProfileICICI Very ICICI ICICI ICICI ICICI VeryCautious Plan Cautious Plan Moderate Plan Aggressive Plan Aggressive Plan

Equity- oriented schemes Nil 0-35% 40-60% 50-80% 90-100% High

Debt-oriented schemes 30-60% 50-70% 30-40% 20-40% Nil Mediumto High

Money market schemes/cash and liquid plans 40-70% 15-30% 10-30% 0-10% 0-10% Low

The above percentages would be adhered to at the point of investment in the underlying schemes. The portfoliowould be rebalanced periodically by the Chief Investment Officer to address to any deviations from theaforementioned allocations due to market changes. Further subject to the asset allocation pattern stated above, themaximum asset allocation to one scheme of Prudential ICICI Mutual Fund may be to the extent of 100% of theinvestible corpus under the Scheme.

Investors may note that securities, which provide higher returns, typically, display higher volatility. Accordingly, theinvestment portfolio of the Plans would reflect moderate to high volatility in the units of the underlying schemes havingasset allocations in equity and equity related instruments and low to moderate volatility in units of the underlyingschemes having asset allocations in debt and money market investments.

d) Change in Investment Pattern

Subject to the Regulations, the asset allocation pattern indicated above may change from time to time, keeping in viewmarket conditions, market opportunities, applicable regulations and political and economic factors. It must be clearlyunderstood that the percentages stated above are only indicative and not absolute and that they can vary substantiallydepending upon the perception of the Investment Manager, the intention being at all times to seek to protect theinterests of the Unitholders. Such changes in the investment pattern will be for short term and defensive considerations.

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

e) Investment Strategy

The Scheme will invest primarily in the existing schemes of Prudential ICICI Mutual Fund. Prudential ICICI MutualFund, at present, has a number of Debt and Equity oriented schemes, which would act as the underlying schemes forPrudential ICICI Advisor Series. Prudential ICICI Advisor Series, intends to invest in various schemes of PrudentialICICI Mutual Fund, presently launched or that may be launched in future.

Information about Underlying Funds

Indicative list of the underlying schemes of Prudential ICICI Mutual Fund, that may be considered for investments byPrudential ICICI Advisor Series are as follows. But the same is not exhaustive and it may change due to new schemesbeing introduced or existing schemes being modified. However it will be ensured that such additional schemes orchanges therein meet the investment objectives criteria and asset allocation pattern of any of the Plans of PrudentialICICI Advisor Series


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Money market mutual fund schemes Debt-oriented schemes Equity- oriented schemes

Prudential ICICI Liquid Plan Prudential ICICI Income Plan Prudential ICICI Growth PlanPrudential ICICI Short Term Plan Prudential ICICI Gilt Fund Prudential ICICI Power

Prudential ICICI Flexible Income Plan Prudential ICICI Technology FundPrudential ICICI Floating Rate Plan Prudential ICICI FMCG Fund

Prudential ICICI Dynamic PlanPrudential ICICI Index Fund

The current asset size of these schemes (as on September 30, 2003) is given below:

Sr. Underlying scheme Current Asset size as onNo. September 30, 2003 (Rs. in crores)

1 Prudential ICICI Liquid Plan 3197. 002 Prudential ICICI Short Term Plan 2147.003 Prudential ICICI Income Plan 3790.294 Prudential ICICI Gilt Fund 615.775 Prudential ICICI Flexible Income Plan 1745.68

6 Prudential ICICI Floating Rate Plan 49.157 Prudential ICICI Growth Plan 380.488 Prudential ICICI Power 322.389 Prudential ICICI Technology Fund 144.2110 Prudential ICICI FMCG Fund 37.9811 Prudential ICICI Dynamic Plan 110.71

12 Prudential ICICI Index Fund 14.65

The scheme objectives and the asset allocation pattern of the underlying funds are as follows:

a. Prudential ICICI Liquid Plan: The investment objective of Prudential ICICI Liquid Plan is to provide reasonablereturns commensurate with low risk while providing a high level of liquidity, through investments made primarilyin money market and debt securities. The aim is to optimize returns while providing liquidity.

Asset Allocation Pattern:

Sr. No. Type of Security Approximate Allocation (% of corpus)

1. Money Market instruments 80%

2. Debt Securities 20%

*Note: If Liquid Plan decides to invest in securitised debt, it is the intention of the Investment Manager that suchinvestments will not, normally, exceed 5% of the corpus of this scheme.

b. Prudential ICICI Short Term Plan: Prudential ICICI Short Term Plan (the Plan) is an additional Plan under theexisting Prudential ICICI Income Plan with characteristics similar to Prudential ICICI Income Plan. The objective ofthe Plan is to seek to generate regular returns through investments in a basket of debt securities and moneymarket instruments.


Sr.No. Type of Security Approximate Allocation (% of corpus)

1. Debt instruments Up to 100%2. Money Market instruments including money at call Up to 50%

*Note: If the Short Term Plan decides to invest in securitised debt, it is the intention of the Investment Managerthat such investments will not, normally, exceed 50% of the corpus of this scheme.

c. Prudential ICICI Income Plan: The investment objective of Prudential ICICI Income Plan is to generate incomethrough investments in a range of debt and money market instruments of various maturities with a view tomaximizing income while maintaining the optimum balance of yield, safety and liquidity.



1. Debt instruments 75%

2. Money Market instruments including money at call 25%

*Note: If the Income Plan decides to invest in securitised debt, it is the intention of the Investment Manager thatsuch investments will not, normally, exceed 5% of the corpus of this scheme.

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d. Prudential ICICI Gilt Fund: The investment objective of Prudential ICICI Gilt Fund is to generate regular returnsthrough investments made in Gilts of various maturities.


The Prudential ICICI Gilt Fund aims at generating returns commensurate with zero credit risk by investing insecurities created and issued by the Central Government and/or a State Government and/or repos/ reverse reposin such government securities as may be permitted by RBI. The Gilt Fund may also invest a portion of the corpusin the call money market or in an alternative investment for the call money market as may be provided by the RBIto meet the liquidity requirements. The Gilt Fund will not invest in any other securities such as shares and/ordebentures or in bonds issued by any other entity other than Central or a State Government. This scheme willseek to underwrite issuance of Government Securities subject to the prevailing rules and regulations as may bespecified by SEBI/ RBI in this respect and may also participate in the auction of Government securities from time totime.

e. Prudential ICICI Flexible Income Plan: Prudential ICICI Flexible Income Plan (the Plan) is an additional Plan underthe existing Prudential ICICI Income Plan with characteristics similar to Prudential ICICI Income Plan. The primaryinvestment objective of the Plan is to seek to generate income through investments in a range of debtinstruments and money market instruments of various maturities with a view to maximising income whilemaintaining the optimum balance of yield, safety and liquidity.



1. Money Market and Debentures with 10 to 100 %residual maturity of less than 1 year.

2. Debt instruments with maturity more than 1 year 0 to 90%

f. Prudential ICICI Floating Rate Plan: Prudential ICICI Floating Rate Plan (the Plan) is an additional Plan under theexisting Prudential ICICI Income Plan with characteristics similar to Prudential ICICI Income Plan. The primary objectiveof the Plan is to generate income consistent with the prudent risk from a portfolio comprising substantially offloating rate debt instruments, fixed rate debt instruments swapped for floating rate return, and also fixed rateinstruments and money market instruments.


Sr. Type of Security Approximate AllocationNo. (% of corpus)

1. Floating Rate Debt Instruments: 65-100 %

• Money market instruments (Money at call, MIBOR linked debentures, floatingrate CPs, CDs, floating rate bonds less than 182 days or any other instrumentpermitted by RBI/SEBI).

• Non-Money market instruments (including floating rate bonds & debenturesissued by corporates or PSUs, floating rate gilts, fixed rate debentures/ bondswith swap or any other instrument permitted by RBI/SEBI)

2. Fixed Rate Debt Instruments: 0-35%

• Money market instruments (including money at call, CPs, CDs, treasury bills,gilts less than 1 year, Repos/Reverse Repos or any other instrument permittedby RBI/SEBI)·

• Non-Money market instruments (including bonds & debentures issued bycorporates or PSUs, gilts, securitised debt, fixed deposits or any other instrumentpermitted by RBI/SEBI)

*Note: If the Floating Rate Plan decides to invest in securitised debt, it is the intention of the InvestmentManager that such investments will not, normally, exceed 35% of the corpus of this scheme.

g. Prudential ICICI Growth Plan: The primary investment objective of Prudential ICICI Growth Plan is to generatelong-term capital appreciation from a portfolio that is invested predominantly in equity and equity relatedsecurities.



1. Equities and Equity related securities 95%

2. Debt securities and Money Market instruments & 5%Cash (including – money at call)


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h. Prudential ICICI Power: The investment objective of Prudential ICICI Power is to generate capital appreciationthrough investment in equity and equity related securities in core sectors and associated feeder industries.



1. Equities and Equity related securities including Up to 95%non convertible portion of convertible debentures

2. Debt and Money Market securities At least 5%

*Note: If the Prudential ICICI Power decides to invest in securitised debt, it is the intention of the InvestmentManager that such investments will not, normally, exceed 5% of the corpus of this scheme.

i. Prudential ICICI Technology Fund: The primary investment objective of Prudential ICICI Technology Fund is togenerate long-term capital appreciation by creating a portfolio that is invested in equity and equity relatedsecurities of technology intensive companies.



1. Equities and Equity related securities 90 –95%

2. Debt securities and Money Market instruments & 5 - 10%Cash (including – money at call)

j. Prudential ICICI FMCG Fund: The investment objective of Prudential ICICI FMCG Fund is to generate long-termcapital appreciation through investments made primarily in equities of a select group of companies in the FMCGsector.



1. Equities and Equity related securities of FMCG Up to 90 %companies of select group

2. Debt and Money Market securities Up to 10%

k. Prudential ICICI Dynamic Plan: The primary investment objective of Prudential ICICI Dynamic Plan is to seek togenerate capital appreciation by actively investing in equity/ equity related securities. For defensive considerations,the Scheme may invest in debt, money market instruments, to the extent permitted under the Regulations. TheAMC will have the discretion to completely or partially invest in any of the type of securities stated above so as tomaximise the returns. However, there can be no assurance that the investment objective of the Scheme will berealised, as actual market movements may be at variance with anticipated trends.



1. Equities and Equity related securities 0 -100%

2. Debt securities and Money Market instruments & 0 -100%Cash (including – money at call)

*Note: If the Dynamic Plan decides to invest in securitised debt, it is the intention of the Investment Managerthat such investments will not, normally, exceed 15% of the corpus of this scheme.

l. Prudential ICICI Index Fund: The objective of the Plan is to invest in companies whose securities are included inS & P Nifty and subject to tracking errors, to endeavor to achieve the returns of the above index as closely aspossible. This would be done by investing in almost all the stocks comprising the S&P CNX Nifty in approximatelythe same weightage that they represent in S & P CNX Nifty.


Sr. Type of Security Approximate Allocation Maximum MinimumNo. (% of corpus) under Allocation Allocation

normal circumstance

1. Equity stocks drawn form the components of the 99.75% 100% 90%S&P CNX Nifty and the exchange-traded derivativeson the S&P CNX Nifty.

2. Money Market instruments 0.25% 10% 0%

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f) Terms of the Scheme – Fundamental Attributes.

1. Liquidity

On an ongoing basis, an investor can purchase and redeem Units on every Business Day at NAV based prices, subject tothe applicable load structure.

a) Redemption of Units

The Units can be redeemed (i.e. sold back to the Fund) on every Business Day at the Redemption Price (hereinafterdefined). The redemption request can be made for any amount of Rs.1000 or 100 units and more. Redemption canalso be made for the total number of Units standing to the credit of Unitholder at the time of closure of account, eventhough such redemption is for less than Rs.1000.

There would be a cooling-off period of 5 Business Days from the date of receipt of the subscription, during whichno redemption request would be processed by AMC in respect of the same investment. However the AMC mayprocess the redemption on a specific request from the investor after confirming the cheque clearance status andmay take an additional day for processing redemption payment.

b) Redemption Price

The redemption will be at Applicable NAV based prices subject to the exit load. Please refer to “Redemption Price”on page 47.

c) Payment of Proceeds

All redemption requests received prior to the cut-off time (please refer to para “Payment of Proceeds” on Page 47)on any Business Day at the Customer Service Centres will be considered accepted on that Business Day, subject to theredemption requests being complete in all respects, and will be priced on the basis of Redemption Price for that day.Requests received after the cut-off time will be treated as though they were accepted on the next Business Day. Pleaserefer to (Page 48) “Right to Limit Redemptions” and (page 48) “Suspension of Sale and Redemption of Units”.

As per the Regulations, the Fund shall despatch redemption proceeds within 10 Business Days (working days) ofreceiving the redemption request.

The Fund will, under normal circumstances, endeavour to dispatch redemption cheques, in case of Prudential ICICIVery Cautious Plan and Prudential ICICI Cautious Plan; within 1 Business Day from the date of acceptance of theredemption request at any of the Customer Service Centers. This service standard will apply only at the centers whereRBI handles clearing directly and is able to transfer funds from Mumbai on the same-day-value basis. In respect of allnon-RBI centers, for redemption payments, AMC will take additional day(s) – not exceeding 3 Business Days- thatwould essentially be linked to the time taken by banks to clear funds at such Non-RBI centers. In case of PrudentialICICI Moderate Plan, Prudential ICICI Aggressive Plan and Prudential ICICI Very Aggressive Plan(s), the Fund will, undernormal circumstances, endeavour to dispatch redemption cheques, within 2 Business Days.

Trustees reserve the right to alter or modify the number of days taken for redemption of Units under the Fund aftertaking into consideration the actual settlement cycle, when announced, as also the changes in the settlement cyclesthat may be announced by the Principal Stock Exchanges from time to time. Please refer to Para “Redemption ofUnits” on Page 46 for details of Redemption.

As per the guidelines issued by SEBI, in the event of failure to despatch the redemption or repurchase proceedswithin 10 working days, the AMC is liable to pay interest to the Unit holders @ 15% p.a. SEBI has further advised themutual funds that in the event of payment of interest to the Unit holders, such Unit holders should be informedabout the rate and the amount of interest paid to them.

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 Unit-holder fails to provide the Bank mandate, the request for redemption would be considered as not validand the Fund retains the right to withhold the redemption until a proper bank mandate is furnished by the Unit-holder and the provision with respect of penal interest in such cases will not be applicable/ entertained.

2. Listing

Being an open ended Scheme, the Units of the Plans under the Scheme are not listed on any stock exchange. The Trusteemay, at its sole discretion, cause the Units of the Plans to be listed on one or more Stock Exchanges. Notification of thesame will be made through Customer Service Centres of the AMC and as may be required by the respective StockExchanges.

3. Fees and Expenses

i. Initial issue expenses;

The initial issue expenses to be charged under the Scheme will be limited to 2.40% of the amount mobilized underthe respective Plans under the Scheme.

Under the Regulations, the Fund is entitled to charge Initial Issue Expenses upto a maximum of 6% of initialresources raised under the Scheme.


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ii. Recurring Expenses

The details of recurring expenses of the Plans, on an annual basis, have been stated on Page 54. As per SEBI’scircular no. MFD/CIR NO. 04/11488/2003 dated June 12, 2003, in case of Fund of Funds scheme; the investorsbear the recurring expenses of the Scheme in addition to the expenses of underlying schemes in which theFund of Funds scheme makes investment. Further it is provided that in case of Fund of funds scheme, the totalexpenses of the scheme including the management fees shall not exceed 0.75% of the daily average net assets.

As the Fund of Fund schemes will be investing in underlying schemes of Prudential ICICI Mutual Fund, so as toensure a proper mechanism of paying out brokerage on investments made in the case of Fund of Funds, a poolaccount for each Fund of Fund scheme would be created wherein the brokerage and trail commission of thetarget schemes invested into by the Fund of Fund Scheme would be pooled into. From this pooled account, theobligations on account of brokerage and trail commission of each Fund of Fund scheme would be serviced.

The authorised brokers/distributors will be paid brokerage including trail commission directly out of this poolaccount.

Surplus or deficit to the pooled account will be adjusted periodically in the respective Fund of Funds Scheme.

The Asset Management Company shall have the Pooled Account (pertaining to brokerage and trail commission)audited by the internal auditors at regular intervals and the auditors report certifying that the funds in the saidAccount have been utilised for the intended purpose shall be placed before the Trustees.

Further, as per the Regulations, in case of normal schemes, the maximum recurring expenses that can be charged tothe schemes shall be subject to a percentage limit of daily average net assets as in the table below:

For equity oriented Plans:

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

2.50% 2.25% 2.00% 1.75%

For Debt-oriented Plan:

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

2.25% 2.00% 1.75% 1.5%

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

iii. Load

Whereas the investors/ Unit holders have to pay entry / exit load on their investments in the Scheme,at the following rates; for investments by the Fund of Funds scheme, in underlying schemes of PrudentialICICI Mutual Fund, there would not be any entry load/exit load.

For the present, the Trustee, on an ongoing basis intends to charge an Entry and Exit loads as shown below:

Prudential ICICI Advisor Series Entry Load Exit Load

Prudential ICICI Very Cautious Plan Nil Nil

Prudential ICICI Cautious Plan Nil Nil

Prudential ICICI Moderate Plan 1% Nil

Prudential ICICI Agressive Plan 1.50% Nil

Prudential ICICI Very Aggressive Plan 1.75% Nil

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 sent to the unit holders immediately after the changes. Changes in the load structure may bestamped in the acknowledgement slip issued by the Fund after the changes in load structure. The loadcollected from the Unit holders under each Plan will be credited to a separate account in the respective Planaccounts and will be offset against distribution and marketing expenses. Surplus of load, if any, chargedover planned marketing and distribution expenses to be defrayed will be credited to the respective Planswhenever felt appropriate by the AMC.

g) Changes in Fundamental Attributes:

The Trustees shall ensure that no change in the fundamental attributes of the Scheme and the Plans there under orthe trust or fee and expenses payable or any other change which would modify the Scheme and the Plans there underand affects the interests of Unit holders is carried out unless:

34


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

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

h) Portfolio Turnover

Portfolio turnover is defined as the aggregate of purchases and sales as a percentage of the corpus of the Scheme duringa 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 performance of the underlyingschemes.

i) 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 broadinvestment strategy.

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

The AMC has a team comprising of nine Fund Managers and one Research Analyst. All of these are involved inpreparation of research reports.

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

At present it is proposed to benchmark performance of the Plans under the Scheme based on the weightedaverage method based on their respective investment pattern, as under:

Weightage of indices

PruICICI Very PruICICI PruICICI PruICICI PruICICI VeryCautious Plan Cautious Plan Moderate Plan Aggressive Aggressive

Plan Plan

Nifty NA 20% 50 % 65 % 90 %

Crisil Composite Bond 40% 60 % 35 % 30% NAFund Index

Crisil Liquid Fund Index 60% 20 % 15 % 5 % 10 %

As Fund of Funds regulations have been notified recently, it is expected that AMFI may soon develop suitablebenchmarks for Fund of Funds Schemes. As and when such benchmark would be notified, the Scheme wouldbenchmark performance of its Plans with such benchmarks.”

The performance of this scheme will also be compared with its peers in the Industry. The performance will beplaced before the Investment Committee as well as the Board of Directors of the AMC and the Trustee Companyin each of their meetings.

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

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.

f) The Chief Executive Officer of the AMC shall ensure that the mutual fund complies with all the provisionsof SEBI (Mutual Fund) Regulations, 1996, as amended from time to time, including all guidelines, circulars


35

issued in relation thereto from time to time and that the investments made by the fund managers are inthe interest of the unit holders and shall also be responsible for the overall risk management function ofthe mutual fund.

g) The Fund managers shall ensure that the funds of the Scheme/ schemes are invested to achieve theinvestment objectives of the schemes and in the interest of the unit holders.

j) 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 Plans 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.

• Prudential ICICI Advisor Series is the name of the Scheme and does not in any manner indicate either the quality ofthe Scheme or its future prospects and returns.

• The name Prudential ICICI Advisor Series is the nomenclature for the Fund of Fund scheme and does not connote anyrecommendation to the investor to opt for a particular plan. In no way can it be construed that either the AMC or theTrustees or any its officials is either making the choice on behalf of the investor or is recommending a plan forinvestment by the investor. The decision to choose an appropriate Plan under the Series is that of investor and theinvestor is making any investment solely at his/her own risk. Further, there can be no assurance that the investmentobjectives of the Plan/s will be realized. AMC/Fund Manger’s investment decisions to choose the underlying schemesmay not be always profitable.

• In the event of receipt of inordinately large number of redemption requests or of a restructuring of the Plan’sportfolios, there may be delays in the redemption of Units. As per the guidelines issued by SEBI, in the event of failureto dispatch the redemption or repurchase proceeds within 10 working days, the AMC is liable to pay interest to theUnit holders @ 15% p.a.

• The NAVs of Prudential ICICI Advisor Series and the investment Plans there under may be affected by the performanceof the underlying schemes due to changes in the general market conditions, factors and forces affecting capitalmarket in particular, level of interest rates, expenses of the underlying schemes various market related factors andtrading volumes, settlement periods and transfer procedures.

• Investing in the Plans involves certain risks and considerations associated generally with making investments inthe underlying schemes of mutual fund and AMC/Fund Manger’s investment decisions to choose the underlyingschemes may not be always profitable. There can be no assurance that the Plans will achieve their objectives. Thevalue of the Plan’s investments may be affected by factors affecting the performance of the underlying schemes,which is linked to factors impacting capital market, such as price and volume volatility in the fixed income andstock markets, interest rates, currency exchange rates, foreign investment, changes in government policy, taxation,political, economic or other developments and closure of the stock exchanges. Consequently, the Net Asset Valueof the Plans may fluctuate, and the value of the Plan’s Units may go up or down. Past performance of mutualfunds managed by the Sponsor and its affiliates is not necessarily indicative of future performance of the Schemeor the Plans there under. There can be no assurance that the Scheme and its Plan’s investment objectives will beachieved.

• There will be no prior intimation or prior indication given to the Unit holders when the composition/ assetallocation pattern under the Plan changes within the broad range defined in this offer document.

• Further subject to the asset allocation pattern stated above, the maximum asset allocation to/ investment in anyone underlying scheme of Prudential ICICI Mutual Fund may be to the extent of 100% of the investible corpusunder the Scheme.

• As per the Regulations, equity schemes of mutual fund may invest up to 5% of its net assets in unlisted equityand equity-related securities. Each Plan’s investments in the underlying schemes holding unlisted equities, if any,may be realisable only upon listing of these securities.

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

• The Sponsors will not be liable to make good or otherwise be responsible for any loss or shortfall resulting fromthe operations of the Scheme and the Plans there under, beyond the initial contribution of Rs. 22.2 lakh made bythem to the corpus of the Mutual Fund and the accretions and additions thereto.

• From time to time and subject to the Regulations, the Sponsors, the mutual funds and investment companiesmanaged by them, their affiliates, their associate companies, subsidiaries of the sponsors and the AMC mayinvest either directly or indirectly in the Plans. The funds managed by these affiliates, associates, the Sponsors,subsidiaries of the Sponsors and/or the AMC may acquire a substantial portion of the Plan’s Units and collectivelyconstitute a major investor in the Plans. Accordingly, redemption of Units held by such funds, affiliates/associatesand Sponsors may have an adverse impact on the Units of the Plans because the timing of such redemption mayimpact the ability of the other Unitholders to redeem their Units.

36


• The liquidity of the Scheme’s investments is inherently restricted by liquidity of the underlying schemes in which ithas invested, that could be affected by trading volumes in the securities in which the underlying scheme invests.

• Although, the Scheme per se will make investments in underlying schemes of the mutual fund, such underlyingschemes of Prudential ICICI Mutual Fund that may consider investments in ADRs/GDRs issued by Indian companies.The policy governing such investments is laid down on page 89. To the extent that some part of the assets of theunderlying schemes may be invested in securities denominated in foreign currencies, the Indian Rupee equivalent ofthe net assets, distributions and income may be adversely affected by the changes in the value of foreign currencydenominated ADRs/GDRs relative to the Indian Rupee. The repatriation of capital also may be hampered by changesin regulations concerning exchange controls or political circumstances as well as the application to it of otherrestrictions on investment.

• Although, the Scheme per se will make investments in underlying schemes of the mutual fund, such schemes mayuse derivatives instruments like Stock Index Futures, Interest Rate Swaps, Forward Rate Agreements or other derivativeinstruments for the purpose of hedging and portfolio balancing, as permitted under the Regulations and guidelines.Usage of derivatives will expose the underlying schemes and in turn this Scheme to certain risks inherent to suchderivatives.

• The policy in respect of stock lending under the schemes of Prudential ICICI Mutual Fund is laid down on page37. The present Scheme would invest in the underlying schemes, which might undertake stock lending activities.The risks in lending portfolio securities, as with other extensions of credit, consist of the failure of another party,in this case the approved intermediary, to comply with the terms of agreement entered into between the lender ofsecurities i.e. the underlying scheme and the approved intermediary. Such failure to comply can result in thepossible loss of rights in the collateral put up by the borrower of the securities, the inability of the approvedintermediary to return the securities deposited by the underlying scheme and the possible loss of any corporatebenefits accruing to the underlying scheme from the securities deposited with the approved intermediary.

• Applicants/Unitholders under the Scheme and the Plans thereunder are not being offered anyguaranteed returns.

• Changes in Government policy in general and changes in tax benefits applicable to mutual funds may impact thereturns to Unitholders in the Scheme and the Plans thereunder.


Scheme Specific Risk Factors

• As the investors are incurring expenditure at both the Fund of Funds level and the schemes into which the Fundof Funds invests, the returns that they may obtain may be materially impacted or may at times be lower than thereturns that investors directly investing in such schemes obtain.

• Again as the Fund of Funds scheme may shift the weightage of investments between schemes into which itinvests, the expenses charged being dependent on the structure of the underlying schemes (being different) maylead to an non- uniform charging of expenses over a period of time.

• As the Fund of Funds (FOF) factsheets and disclosures of portfolio will be limited to providing the particulars ofthe schemes invested at FOF level, investors may not be able to obtain specific details of the investments of theunderlying schemes.

• While it would be the endeavour of the Fund Manager of the Fund of Funds scheme(s)to invest in the targetschemes in a manner which will seek to maximize returns, the performance of the underlying funds may varywhich may lead to the returns of the Fund of Funds being adversely impacted.

• The scheme specific risk factors of each of the underlying schemes becomes applicable where a fund of fundsinvests in any underlying scheme. Investors who intend to invest in Fund of Funds are required to and are deemedto have read and understood the risk factors of the underlying schemes relevant to the Fund of Fund scheme thatthey invest in. Copies of the offer documents pertaining to the various schemes of Prudential ICICI Mutual Fundwhich disclose the relevant risk factors are available at the Customer Service Centres or may be accessed atwww.pruicici.com.

• A Fund Manager managing any one of the Fund of Fund schemes may also be the Fund Manager for anyunderlying schemes.

The underlying schemes having exposure to the fixed income securities and/ or equity and equity relatedsecurities will be subject to the following risks and in turn the Scheme’s/ Plans’ performance will be affectedaccordingly.

Fixed Income Securities:

• Interest Rate Risk: As with all debt securities, changes in interest rates may affect the Plan’s Net Asset Value asthe prices of securities generally increase as interest rates decline and generally decrease as interest rates rise.Prices of long-term debt securities generally fluctuate more in response to interest rate changes than do short-


37

term securities. Indian debt markets can be volatile leading to the possibility of price movements up or down infixed income securities and thereby to possible movements in the NAV.

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

• Credit Risk: Credit risk or default risk refers to the risk that an issuer of a fixed income security may default (i.e.,will be unable to make timely principal and interest payments on the security). Because of this risk corporatedebentures are sold at a higher yield above those offered on Government Securities which are sovereignobligations and free of credit risk. Normally, the value of a fixed income security will fluctuate depending uponthe changes in the perceived level of credit risk as well as any actual event of default. The greater the credit risk,the greater the yield required for someone to be compensated for the increased risk.

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

Equity or Equity related Securities:

• Underlying schemes will invest a part of their portfolio in equity and equity related securities. Trading volumes,settlement periods and transfer procedures may restrict the liquidity of these investments. Different segments ofIndian financial markets have different settlement periods and such periods may be extended significantly byunforeseen circumstances. The inability of a Plan to make intended securities purchases due to settlementproblems could cause a Plan to miss certain investment opportunities.

Risks associated with stock lending:

Although, the Scheme per se will make investments in underlying schemes of the mutual fund, the policy inrespect of such underlying schemes of Prudential ICICI Mutual Fund that may consider engaging in the stocklending is laid down as under:

The risks in lending portfolio securities, as with other extensions of credit, consist of the failure of another party,in this case the approved intermediary, to comply with the terms of agreement entered into between the lender ofsecurities i.e. the Scheme and the approved intermediary. Such failure to comply can result in the possible loss ofrights in the collateral put up by the borrower of the securities, the inability of the approved intermediary toreturn the securities deposited by the lender and the possible loss of any corporate benefits accruing to thelender from the securities deposited with the approved intermediary.

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

k) Investment Restrictions for the Scheme

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

1) A Fund of Funds scheme shall not invest in any other fund of funds scheme.

2) A Fund of Funds scheme shall not invest its assets other than in schemes of mutual funds, except to the extent offunds required for meeting the liquidity requirements for the purpose of repurchases or redemptions, as disclosedin the offer document of Fund of Funds scheme.

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

4) No scheme of a mutual fund shall make any investment in any Fund of Funds scheme.

5) 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 exceed morethan 20% of the net assets of the individual scheme and the duration of the borrowing shall not exceed a period of6 months.

6) Pending deployment of funds of a scheme in securities in terms of investment objectives of the Scheme/Plans, theAMC can invest the funds of the Scheme in short term deposits of scheduled commercial banks or in call deposits.

7) The Scheme/Plans 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.

l) 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 andExchange Board of India (Underwriters) Regulations, 1993, authorizing it to carry on activities as underwriters.

The capital adequacy norms for the purpose of underwriting shall be the net assets of the Scheme and the underwritingobligation of the Scheme shall not at any time exceed the total net asset value of the Scheme.

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m) 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 NAV of the Scheme will be determines and will be linked to its investments inthe underlying schemes in which it holds investment. The Fund shall value its investments according to the valuationnorms, as specified in Schedule VIII of the Regulations, or such norms as may be prescribed by SEBI from time to time.

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.

n) 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 the datethe share is quoted on an ex-dividend basis. For investments which are not quoted on the stock exchange, dividendincome 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 up to the date ofpurchase should not be treated as a cost of purchase but shall be debited to Interest Recoverable Account. Similarly,interest received at the time of sale for the period from the last interest due date up to the date of sale must not betreated 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 the settlementdate, so that the effect of all investments traded during a financial year are recorded and reflected in the financialstatements for that year. Where investment transactions take place outside the stock market, for example, acquisitionthrough private placement or purchases or sales through private treaty, the transaction would be recorded, in theevent of a purchase, as of the date on which the Scheme obtains an enforceable obligation to pay the price or, in theevent of a sale, when the Scheme obtains an enforceable right to collect the proceeds of sale or an enforceableobligation to deliver the instruments sold.

g) Bonus shares to which the Scheme becomes entitled shall be recognized only when the original shares on which thebonus entitlement accrues are traded on the stock exchange on an ex-bonus basis. Similarly, rights entitlements shallbe recognized only when the original shares on which the right entitlement accrues are traded on the stock exchangeon an ex-right basis.

h) Where income receivable on investments has been accrued and has not been received for a period as specified in theRegulation/guidelines issued by SEBI, provision shall be made by debit to the revenue account for the income soaccrued 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. The netbalance 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 the facevalue of the Unit, if positive, shall be credited to reserves and if negative, shall be debited to reserve, the face valuebeing credited to Capital Account. Similarly, when the Units are repurchased, after considering the equalization asabove, the difference between the purchase price and face value of the Unit, if positive, shall be debited to reservesand, if negative, shall be credited to reserves, the face value being debited to the Capital Account.

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 discount offeredshall be reduced from the cost of the investment.


39

l) Underwriting commission shall be recognized as revenue only when there is no devolvement on the Scheme. Wherethere is devolvement on the Scheme, the full underwriting commission received and not merely the portion applicableto 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 relevant guidelinesfor 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 IIIUNITS & THE INITIAL OFFER

General Informationa) Minimum Subscription Amount

The Scheme seeks to raise a minimum subscription of Rs.1 lakh under each Plan during the Initial Offer Period.

b) Initial Offer Price

The corpus of the Scheme will be divided into Units having an initial value of Rs.10 each. Units can be purchased atthis price during the Initial Offer Period.

c) Initial Offer Period

The Initial Offer Period for the Scheme will be from the commencement of banking hours from 10th Novembger,2003 to the close of banking hours on 28th November, 2003. The earliest closing date for the Scheme will be 20thNovember, 2003. Applications submitted by mail and received within three Business Days after the close of the InitialOffer Period will be deemed by the Fund to have been received during the Initial Offer Period.

d) Extension or Termination of Initial Offer Period

The Trustee reserves the right to extend the closing date, subject to the condition that the subscription list shall not bekept open for more than 30 days. The Trustee reserves the right to close the subscription list earlier by giving at leastone day’s prior notice in one daily newspaper.

e) Minimum Amount for Application

The minimum application amount for the Plans under the Scheme is as under:

Scheme Minimum Additional amountApplication Amount in multiples of:

Prudential ICICI Very Cautious Plan Rs.5,000 Re.1

Prudential ICICI Cautious Plan Rs.5,000 Re.1

Prudential ICICI Moderate Plan Rs.5,000 Re.1

Prudential ICICI Aggressive Plan Rs.5,000 Re.1

Prudential ICICI Very Aggressive Plan Rs.5,000 Re.1

f) Initial Issue Expenses

The initial issue expenses to be charged under the Scheme will be limited to 2.40% of the amount mobilized underthe respective Plans under the Scheme.

Under the Regulations, the Fund is entitled to charge Initial Issue Expenses upto a maximum of 6% of the amountcollected during the Initial Offer Period of the Plans.

Initial issue expenses for each Plan of the Scheme are estimated as under:

Category of Expenses % to target mobilisation

Commission to agents and brokers 1.00Advertisements 0.50

Printing and mailing 0.55Registrar Expenses 0.15Bank Charges & other expenses 0.20

Total 2.40

The above percentages have been arrived at based on a target mobilisation of Rs. 1 crore. The above estimates are subjectto change as per actuals.

However, the amount to be charged to the respective Plans under the Scheme will be limited to 2.40% in of the amountmobilised under each Plan during the Initial Offer Period. Any initial issue expenses incurred during the Initial OfferPeriod over and above the percentages stated above will be borne by the AMC.


41

Past SchemesThe details of the schemes launched prior to the date of this document and the Initial Issue Expenses charged there underare as follows:

Name of the Scheme Date of launch Initial Issue Expensescharged to the Scheme

(as per the disclosure madein the Offer Documents)

Prudential ICICI Income Plan June 4, 1998 NilPrudential ICICI Growth Plan June 4, 1998 NilPrudential ICICI Liquid Plan June 4, 1998 NilPrudential ICICI FMCG Fund February 15, 1999 1%Prudential ICICI Tax Plan July 9, 1999 1%Prudential ICICI Gilt Fund July 21, 1999 NilPrudential ICICI Balanced Fund September 20, 1999 1%Prudential ICICI Technology Fund January 7, 2000 1.75%Prudential ICICI Monthly Income Plan September 28, 2000 NilPrudential ICICI Fixed Maturity Plan December 20, 2000 NilPrudential ICICI Gilt Treasury - 1 Year Plus Plan April 26, 2001 NilPrudential ICICI Child Care Plan July 16, 2001 Gift Plan : 2.50%

Study Plan: 1.50%Prudential ICICI Short Term Plan October 18, 2001 NilPrudential ICICI Index Fund February 15, 2002 1.50%Prudential ICICI Sweep Plan February 27, 2002 NilPrudential ICICI FMP Yearly- Series 5 March 22, 2002 NilPrudential ICICI Long Term Plan March 26, 2002 NilPrudential ICICI FMP 1 Year Plus Plan – Series 6 June 27, 2002 NilPrudential ICICI FMP One Year Plus Plan - Series 7 August 19, 2002 NilPrudential ICICI FMP One Year Plus Plan – Series 8 September 16, 2002 NilPrudential ICICI Flexible Income Plan September 16, 2002 NilPrudential ICICI Dynamic Plan October 7, 2002 2.50%*Sensex Prudential ICICI Exchange Traded Fund January 6, 2003 1.00%Prudential ICICI FMP One Year Plus Plan – Series 12 March 17, 2003 NilPrudential ICICI Floating Rate Fund March 28, 2003 NilPrudential ICICI Flexible Income Plus Plan May 22, 2003 Nil

*Actual expenses charged to this scheme were limited to 1.33%.

Given below are the details of actual aggregate issue expenses incurred under the above-mentioned funds:

(% of amount mobilized)

Category of Expenses ** Liquid, FMCG Tax Plan **Gilt Balanced TechnologyIncome & Fund Fund Fund Fund

Growth Plans

Collections During IPO (Rs in crores) 173 71.60 50.76 150.01 197.58 509.00Marketing, promotion and advertisement 1.80 1.40 0.33 0.15 0.45 0.27Brokerage and commission 0.09 0.93 1.06 0.02 1.01 1.49Registrar, bank and professional charges 0.05 0.12 0.04 0.01 0.01 0.04

Total 1.94 2.45 1.43 0.18 1.47 1.80


Category of Expenses Monthly Fixed Gilt Fund – Child Care Short Flexible DynamicIncome Maturity Treasury Plan Term Income PlanPlan** Plan 1 Year Plan** Plan**

Plus Plan

Collections During IPO 48.67 80.31 100.037 10.62 127.94 243.83 17.64(Rs in crores)Marketing, promotion and 1.13 - 0.002 11.86 0.04 - -advertisementBrokerage & commission 0.08 - - 1.42 0.15 - 1.33Registrar, bank & professional 0.61 0.005 0.004 0.63 0.01 - -charges

Total 1.82 0.005 0.006 13.91* 0.20 - 1.33

* Expenses to the extent of 2.50% of the amount mobilized during the Initial Offer Period under Gift Plan and 1.50%under Study Plan have been charged to the Scheme and the balance expenses have been borne by the AMC.

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Category of Expenses Index Fund Sweep Fixed Long Term FixedPlan** Maturity Plan** Maturity –

Plan Yearly 1 Year PlusSeries 5** Plan

Series 6**

Collections During IPO (Rs in crores) 7.86 0.10 4.19 50.001 132.73Marketing, promotion and advertisement 0.15 Nil Nil Nil NilBrokerage and commission 0.13 Nil Nil Nil 0.23Registrar, bank and professional charges 0.32 0.5 0.01 0.01 0.01

Total 0.6 0.5 0.01 0.01 0.24

Category of Expenses Fixed Fixed SPIcE** Fixed Floating FlexibleMaturity Maturity Maturity Rate Income– 1 Year – 1 Year – 1 Year Fund** PlusPlus Plan Plus Plan Plus Plan Plan**

Series 7** Series 8** Series 12**

Collections During IPO (Rs in crores) 0.01 0.01 21.28 0.01 51.05 35

Marketing, promotion & advertisement Nil Nil Nil Nil Nil Nil

Brokerage and commission Nil Nil Nil Nil Nil Nil

Registrar, bank & professional charges Nil Nil Nil Nil Nil Nil

Total Nil Nil Nil Nil Nil Nil

** Borne by the AMC.

g) Options and Investment plans offered under the Scheme

Investors under the Prudential ICICI Advisor Series have the choice of a Cumulative Option or a Dividend Option atpresent. Dividend Reinvestment facility is also available.

There will be two separate NAVs, one for the Cumulative Option and another for the Dividend Option.

i) Cumulative Option – For Capital Appreciation

The Scheme will not declare any dividends under this option. The income earned by the Scheme will remain investedin the Scheme and will be reflected in the Net Asset Value. This Option is suitable for investors who are not lookingfor regular income. If Units under this option are redeemed after they have been held for a period of at least one yearfrom the date of acquisition, Unit holders will get the benefit of lower tax on long-term capital gains. (Please see page72 for “Taxation”)

ii) Dividend Option – For Regular Income

This option is suited for investors seeking regular income through dividends declared by the Scheme. The Trusteemay approve the distribution of dividends by the AMC out of the net surplus of the Plan. To the extent the netsurplus is not distributed, the same will remain invested in the Plan and be reflected in the NAV.

iii) Dividend Reinvestment facility

The investors opting for Dividend Option may choose to reinvest the dividend to be received by them in additional Unitsof the Scheme. Under this provision, the dividend due and payable to the Unitholders will be compulsorily and withoutany further act by the Unitholders reinvested in the Scheme (under the respective Plans of Dividend Option, at the first ex-dividend NAV). The dividends so reinvested shall be constructive payment of dividends to the Unitholders and constructivereceipt of the same amount from each Unitholder for reinvestment 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 AMC has been advised by the Statutory Auditors to the Fund that such dividends, which are reinvested, will be taxexempt in the hands of the Unitholders.

The Trustees reserve right to introduce any other option(s) under the Scheme at a later date, by providing a notice tothe investors on the AMC’s website and by issuing a press release, prior to introduction of such option(s).

h) 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.


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i) Systematic Investment Plan (SIP)

Systematic Investment Plan will not be available during the Initial Offer Period.

The Unitholders of the Plans can benefit by investing in specific Rupee amounts periodically, for a continuous period.The SIP allows the Applicants to invest a fixed amount of Rupees every month or quarter for purchasing additionalUnits of the Plans at NAV based prices. Applicants can enroll themselves for SIP in the Plans of the Scheme by tickingappropriate box on the application form or by subsequently making a written request to that effect to the Registrar.

Applicant opting for SIP may begin their investment with an amount of Rs.1,000 in the Plans of the Scheme.

The applicant wishing to invest on a monthly basis can start his /her investments with a minimum of Rs.1,000 ormultiples thereof and 8 post dated cheques for a minimum of Rs. 500, for a block of 8 months in advance. Thecheques should be dated 7th or 10th of the respective months.

The applicant wishing to invest on a quarterly basis can start his /her investments with a minimum of Rs.1,000 ormultiples thereof and 4 post dated cheques for a minimum of Rs.1,000 for a block of twelve months.

The cheques should be drawn in favour of “Prudential ICICI Very Cautious Plan” or “Prudential ICICI Cautious Plan”or “Prudential ICICI Moderate Plan” or “Prudential ICICI Aggressive Plan” or “Prudential ICICI Very AggressivePlan” and crossed “Account Payee Only”, and must be payable at the centre where the applications are submitted tothe Customer Service Centre. On receipt of the post-dated cheques, the Registrar/AMC will send a letter to theUnitholder confirming that his/her name has been included in the Systematic Investment Plan. In case of outstationcheques, the cheques will be presented on the dates mentioned on the cheque and subject to realisation, Units willbe allotted at the Purchase Price on the date of receipt of advice about the net realisation amount of the cheque.Within 3 Business Days of such allotment, a fresh Account Statement / Transaction Confirmation will be mailed/e-mailed, as the case may be, to the Unit holder, indicating the new balance to his/her credit in the Account. An investorwill have the right to discontinue the Systematic Investment Plan, subject to giving 14 day(s) prior notice to theRegistrar/AMC.

Here is an illustration of how the SIP can work for investors using hypothetical figures:

Suppose an investor would like to invest Rs.1,000 under the Systematic Investment Plan on a quarterly basis, i.e. atotal amount of Rs.1,000 through four post-dated cheques dated 31st March, 30th June, 30th September and 31st

December.

Quarter Amount Invested (Rs.) Purchase Price (Rs.) No. of Units Purchased

InitialInvestment 1,000 11 90.909

I 1,000 12 83.333

II 1,000 15 66.667

III 1,000 11 90.909

IV 1,000 13 76.923

TOTAL 5,000 - 408.741

Average cost per Unit = Rs.12.23. (i.e. Rs.5000/408.741 Units)

j) Systematic Withdrawal Plan (SWP)

Unit holders of the Scheme have the benefit of enrolling themselves in the Systematic Withdrawal Plan. The SWPallows the Unitholder to withdraw a specified sum of money each month from his investments under the Plans in theScheme. SWP transactions will be processed on the first Business Day of the month. SWP is ideal for investors seekinga regular inflow of funds for their needs. It is also ideally suited to retirees or individuals who wish to invest lump-sumand withdraw from the investment over a period of time. The minimum amount, which the Unitholder can withdraw,is Rs.500 and in multiples thereof. The Unitholder may avail of this Scheme by sending a written request to theRegistrar. This Scheme will be available starting from not later than 31st day after the close of the Initial Offer Period.

The amount thus withdrawn by Redemption will be equated into Units at Applicable NAV based prices and thenumber of Units so arrived at will be subtracted from the Units balance to the credit of that Unitholder. The Fund mayclose a Unitholder’s account if the balance falls below Rs.5,000 and the investor fails to invest sufficient funds tobring the value of the account up to Rs.5,000 within 30 days, after a written intimation in this regard is sent to theUnitholder.

Unitholders may change the amount indicated in the SWP, subject to a minimum amount of Rs.500 and in multiplesthereof. The SWP may be terminated on a written notice by a Unitholder of the Scheme and it will terminateautomatically if all Units are liquidated or withdrawn from the account or upon the Funds receipt of notification ofdeath or incapacity of the Unitholder.

k) Flexible Lifetime Investment Programme

The ability to switch part or all of a Unitholder’s investments between the open- ended debt schemes offered by theFund and the Scheme is an important feature of this offer. Investors may choose to alter the allocation of their

44


investment among the schemes in order to meet their changed investment needs, risk profiles or changing circumstancesduring their lifetime. A Unitholder is therefore able to tailor his / her investment to his / her specific situation.

Under the Flexible Lifetime Investment Programme, switches from equity schemes of Prudential ICICI MutualFund to the Plan(s) under Prudential ICICI Advisor Series will not be permitted.

There will be no entry/exit loads if the investment is switched between the Plans of the Scheme. However, theUnit holders will be required to pay the exit load, if applicable as per the provisions of exit load, if the investments areswitched between any plan of Prudential ICICI Advisor Series and any other open ended schemes of the Fund.

l) How to Switch

On an on-going basis, the Unitholders will have the option to switch all or part of their investment from the Plans,subject to what is stated above, to any of the other open ended debt schemes offered by the Fund which is availablefor investment at that time. To effect a switch, a Unitholder must provide clear instructions. A request for a switch maybe specified either in terms of amount or in terms of the number of units of the scheme from which the switch issought. Such instructions may be provided in writing or by completing the Switch Request Slip provided in thetransaction booklet and lodging the same on any Business Day at any of the Customer Service Centers of the AMC. ATransaction Confirmation reflecting the new holdings will be dispatched/e-mailed (as the case may be) to the Unitholderswithin 3 Business Days of completion of switch transaction.

The switch will be effected by redeeming Units from the Scheme and the Plans thereunder in which the Units are heldand investing the net proceeds in the other debt scheme(s), subject to the minimum balance applicable for therespective scheme(s).

The price at which the Units will be switched out of the Scheme and the Plans thereunder will be based on theApplicable NAV of the relevant scheme(s) and considering any exit/entry/ combination of entry and exit loads that theTrustee may approve from time to time. There will be no entry/exit loads if the investment is switched betweenthe Plans of the Scheme.

The Applicable NAV for effecting the switch out of the existing open-ended debt funds will be the NAV of theBusiness Day on which the switch request, complete in all respects, is received by the AMC, subject to the cut-off timeand other terms specified in the offer document of the respective existing open-ended debt schemes.

m) Who can Invest?

The following persons are eligible and may apply for subscription to the Units of the Plans (subject, wherever relevant,to purchase of units of Mutual Funds being permitted under respective constitutions and relevant statutory regulations).

• Resident adult individuals either singly or jointly (not exceeding three)• Minor through parent/lawful guardian• Companies, Bodies Corporate, Public Sector Undertakings, association of persons or bodies of individuals and

societies registered under the Societies Registration Act, 1860 (so long as the purchase of units is permitted underthe respective constitutions)

• Religious and Charitable Trusts under the provisions of 11(5)(xii) of Income-tax Act, 1961 read with Rule 17C ofIncome-Tax Rules, 1962

• Partnership Firms• Karta of Hindu Undivided Family (HUF)• Banks & Financial Institutions• Non-resident Indians/Persons of Indian origin residing abroad (NRIs) on full repatriation basis or on non repatriation

basis• Foreign Institutional Investors (FIIs) registered with SEBI on full repatriation basis• Army, Air Force, Navy and other para-military funds

• Scientific and Industrial Research Organizations

n) How to apply?

i) Initial Offer

Application Forms will be available at the collecting bank branches, Stock Exchange Brokers, Customer Servicecentres, at the corporate office of the AMC and the office of the Registrar.

Applications complete in all respects, may be submitted before closure of the Initial Offer Period at thedesignated branches of collecting bankers, Customer Service Centres, at locations mentioned in the ApplicationForm.

Kindly retain the acknowledgement slip initialled/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 on anybank branch. Cheques/demand drafts should be drawn in favour of “Prudential ICICI Very Cautious Plan” or“Prudential ICICI Cautious Plan” or “Prudential ICICI Moderate Plan” or “Prudential ICICI Aggressive Plan” or


45

“Prudential ICICI Very Aggressive Plan”, and must be crossed “Account Payee Only”. Cash will not be acceptedat the Customer Service Centres.

Payments by Stock invests and out-station and/or post-dated cheques will not be accepted. Bank charges forout-station demand drafts (as defined herein) will not be borne by the AMC.

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:

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 isalso granted 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 aforesaidnotification.

For the purpose of this section, the term “mutual funds” is as referred to in Clause (23D) of Section 10 ofIncome-Tax Act 1961.

However, NRI investors, if so desired, also have the option to make their investment on a non-repatriable basis.

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 beenpurchased in accordance with the conditions set out in the aforesaid notification.


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 Rupeedrafts purchased abroad and payable at Mumbai or by way of cheques drawn on Non-Resident (External) (NRE)Accounts payable at par at Mumbai. Payments can also be made by means of rupee drafts payable at Mumbaiand purchased out of funds held in NRE Accounts / FCNR Accounts.

All cheques/drafts should be made out in favour of “Prudential ICICI Very Cautious Plan – NRI/FII” or “PrudentialICICI Cautious Plan – NRI/FII” or “Prudential ICICI Moderate Plan – NRI/FII” or “Prudential ICICI Aggressive Plan –NRI/FII” or “Prudential ICICI Very Aggressive Plan – NRI/FII” and crossed “Account Payee Only”. In case IndianRupee drafts are purchased abroad or from FCNR/NRE A/c. an account debit certificate from the Bank issuing thedraft 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 theApplication Form is accepted.

vi) Application under Power of Attorney/ Body Corporate/ Registered Society/ Trust/ Partnership

In case of an application under Power of Attorney or by a limited company, body corporate, registered society,trust or partnership etc., the relevant Power of Attorney or the relevant resolution or authority to make theapplication as the case may be, or duly certified copy thereof, along with the memorandum and articles ofassociation/bye-laws must be lodged at the Registrar’s Office within seven days from the date of application.

vii) Joint Applicants

In the event an Account has more than one registered owner, the first-named holder (as determined by reference tothe original Application Form) shall receive the Account Statement, all notices and correspondence with respect tothe Account, as well as the proceeds of any redemption requests or dividends or other distributions. In addition,such Unitholders shall have the voting rights, as permitted, associated with such Units, as per the applicableguidelines.

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Applicants can specify the ‘mode of holding’ in the Application Form as ‘Jointly’ or ‘Anyone or Survivor’. In the caseof holding specified as ‘Jointly’, redemptions and all other requests relating to monetary transactions would have tobe signed by all joint holders. However, in cases of holding specified as ‘Anyone or Survivor’, any one of theUnitholders will have the power to make redemption requests, without it being necessary for all the Unitholders tosign. However, in all cases, the proceeds of the redemption will be paid to the first-named holder.

viii) 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 the AMC.

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 / herlegal heirs. 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 Indemnity Bond.

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.

o) Issuance of Units

Subject to receipt of minimum subscription amount, full allotment will be made to all valid applications receivedduring the Initial Offer Period. Allotment of units will be completed not later than 30 days after the close of the InitialOffer Period.

p) 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 Initial Offer Period. With the consent of the investor, the Fund may provide the AccountStatement only through e-mail message. 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.

Allotment of Units and despatch of Account Statements to FIIs will be subject to RBI approval.

Any addition/ deletion of name from the folio of the unitholder is deemed as transfer of units. But the Units of theScheme are not transferable.

In view of the same, additions/ deletion of names will not be allowed under any folio of the Scheme.

The above provisions in respect of deletion of names will not be applicable in case of death of unitholder (in respectof joint holdings) as this is treated as transmission of units and not transfer.

q) Refunds

In accordance with the Regulations, if the Scheme fails to collect the minimum subscription amount specified on Page40, 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 withinsix weeks of the close of the Initial 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 chequeswill be 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.

r) Redemption of Units

The Units can be redeemed (i.e., sold back to the Fund), at the Applicable NAV (hereinafter defined) commencing fromnot later than 30 days after the close of the Initial Offer Period. Redemption requests can be made in amounts/units,with a minimum of Rs 1,000 or 100 units.

There would be a cooling-off period of 5 Business Days from the date of receipt of the subscription, during which noredemption request would be processed by AMC in respect of the same investment. However, the AMC may process theredempton on a specific request from the investor after confirming the cheque clearance status and may take anadditional day for processing redemption payment.

A Unitholder may request Redemption of a specified amount or a specified number of Units, (subject to the minimumRedemption amount) the number of Units specified will be considered for deciding the Redemption amount. If onlythe Redemption amount is specified by the Unitholder, the Fund will divide the Redemption amount so specified bythe “Redemption Price “ to arrive at the number of Units.


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In case an investor has purchased Units on more than one Business Day (either during the Initial Offer Period, orthrough subsequent purchases), the Units purchased prior in time (i.e. those Units which have been held for thelongest period of time) will be deemed to have been redeemed first i.e. on a First-in-First-Out basis.

Unit holders may also request for Redemption of their entire holding at the time of closure of account, even thoughsuch redemption is for less than Rs. 1,000/100 units.

i) Redemption Price

The Redemption Price of the Units will be based on the Applicable NAV, subject to exit load, if any, computed asfollows:

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

There shall be no exit load, at present.

Investors may note that the Trustee has a right to prescribe or modify the load structure with prospective effectand to introduce an exit load or a combination of entry and exit loads subject to the Regulations. Please refer tothe section titled “Load” on page 51 for further details.

ii) Applicable NAV

The NAV applicable for redemptions/switches, is the Net Asset Value per Unit at the close of the Business Day onwhich the application is accepted.

An application will be considered accepted on that day, subject to it being complete in all respects and receivedprior to 3 p.m. on that Business Day.

iii) How to Redeem?

The Redemption requests can be made on the transaction slip for Redemption available at the Customer ServiceCentres. The Redemption request can be made at any of the Customer Service Centres as listed in this OfferDocument.

In case the Units are standing in the names of more than one Unitholder, where mode of holding is specified as‘Jointly’, Redemption requests will have to be signed by all joint holders. However, in cases of holding specifiedas ‘Anyone or Survivor’, any one of the Unit holders will have the power to make Redemption requests, without itbeing necessary for all the Unit holders to sign. However, in all cases, the proceeds of the Redemption will bepaid only to the first-named holder.

The Unit holder may either request for mailing of the Redemption proceeds to his/her address or collection of thesame from the Customer Service Centre.

iv) 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 of“Redemption Price” defined above, for that day. Where an application is received after the cut-off time, as above,then the request will be deemed to have been received on the next Business Day. Please see page 48 ‘Right toLimit Redemption’ and page 48 ‘Suspension of Purchase 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 or the office of the Registrar, incase of a Redemption request being sent by post.

The Fund will, under normal circumstances, endeavour to dispatch redemption cheques, in case of PrudentialICICI Very Cautious Plan and Prudential ICICI Cautious Plan within 1 Business Day from the date of acceptance of theredemption request at any of the Customer Service Centers. This service standard will apply only at the centerswhere RBI handles clearing directly and is able to transfer funds from Mumbai on the same-day-value basis. Inrespect of all non-RBI centers, for redemption payments, AMC will take additional day(s) – not exceeding 3Business Days- that would essentially be linked to the time taken by banks to clear funds at such Non-RBI centers.

In case of Prudential ICICI Moderate Plan, Prudential ICICI Aggressive Plan and Prudential ICICI Very Aggressive Plan(s),the Fund will, under normal circumstances, endeavour to dispatch redemption cheques, within 2 Business Days.

The Redemption cheque will be issued in favour of the sole/first Unitholder’s registered name and bank accountnumber and will be sent to the registered address of the sole/first holder as indicated in the original ApplicationForm. The Redemption cheque will be payable at par at all the places where the Customer Service Centres arelocated. The bank charges for collection of cheques at all other places will be borne by the Unitholder.

As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account numbersin their applications for purchase or Redemption of Units.

If the Unit-holder fails to provide the Bank mandate, the request for redemption would be considered as not validand the Fund retains the right to withhold the redemption until a proper bank mandate is furnished by the Unit-holder and the provision with respect of penal interest in such cases will not be applicable/ entertained.

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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. With the prior consent of the Unitholder, theaccount statement will be sent by e-mail only.

The Fund may close a Unitholder’s account if, as a consequence of Redemption, the balance falls below Rs.5,000for all Plans and a period of 30 (thirty) days has elapsed after the issue of notice to the Unitholder by the AMCrequesting him to bring the amount in the account to the minimum described above and the Unitholder fails todo 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 realised 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 be redeemedto effect the full Redemption.

v) 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 and approvals.

In terms of the Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000 issued under the ForeignExchange Management Act, 1999 (FEMA) the RBI has granted general permission to NRIs and FIIS who havepurchased units issued by mutual funds in accordance with the aforesaid notification to tender units to themutual funds for repurchase or for the payment of maturity proceeds


vi) Effect of Redemptions

The Unit capital and Reserves of the 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.

vii) Fractional Units

Since a request for Redemption or purchase is generally made in Rupee amounts and not in terms of number of Unitsof the Scheme, an investor may be left with Fractional Units. Fractional Units will be computed and accounted for upto two decimal places. However, Fractional Units will in no way affect the investor’s ability to redeem the Units, eitherin part or in full standing to the Unitholder’s credit.

viii) 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 whichRedemption is made. Under such circumstances, to the extent multiple Redemption requests are received at thesame time on a single Business Day, Redemptions will be made on pro-rata basis, based on the size of eachRedemption request, the balance amount being carried forward for Redemption to the next Business Day(s).

ix) Suspension of Sale and Redemption of Units

The Trustee and the Board of Directors of the AMC may decide to temporarily suspend determination of NAV of theScheme 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 portion of the

assets of the Scheme are closed otherwise than for ordinary holidays.2. When, as a result of political, economic or monetary events or any circumstances outside the control of the

Trustee and the AMC, the disposal of the assets of the Scheme is not reasonable, or would not reasonably bepracticable without being detrimental to the interests of the Unitholders.

3. In the event of breakdown in the means of communication used for the valuation of investments of the Scheme,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 the interestsof the Unitholders of the Scheme.

5. In case of natural calamities, strikes, riots and bandhs.


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6. In the event of any force, majeure or disaster that affects the normal functioning of the AMC or the Registrar.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, intimation would be sent to SEBI in advance providingdetails of circumstances and justification for the proposed action shall also be informed.

s) Purchase of Units after the Initial Offer Period

The Scheme shall re-open for fresh subscriptions not later than 30 (Thirty) days after the close of Initial Offer Period.Applications by new investors (i.e. other than existing Unitholders) must be for a minimum amount as mentionedherein below:

Scheme Minimum Application Amount Minimum additionalamount in multiples of:

For All Plans Rs.5,000/- and multiples of Re 1 Rs.500/-

The Trustee shall, after the Initial Offer Period, have absolute discretion to accept/reject any application for purchase ofUnits, 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 itsUnitholders to accept/reject such an application.

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. If the Unit-holder fails to provide the Bank mandate, therequest for redemption would be considered as not valid and the Fund retains the right to withhold theredemption until a proper bank mandate is furnished by the Unit-holder and the provision with respect of penalinterest in such cases will not be applicable/ entertained.

i) Purchase Price• The purchase price of the Units, will be based on the Applicable NAV subject to applicable load. On an on-going

basis, it is proposed to charge, for the present, an entry load at different rates chargeable on applicable NetAsset Value (NAV).

Prudential ICICI Advisor Series Entry Load

Prudential ICICI Very Cautious Plan NilPrudential ICICI Cautious Plan Nil

Prudential ICICI Moderate Plan 1%Prudential ICICI Aggressive Plan 1.50%Prudential ICICI Very Aggressive Plan 1.75%

Notice of the changes in the load structure shall be made by a suitable display in the Customer Service Centres ofthe AMC and will be communicated to the intermediaries and investors in the manner prescribed by SEBI asoutlined in Page 51.

The Fund reserves the right to modify entry load or a combination of entry/exit loads, at any time in future, onperspective basis.

In case of entry/exit load, the Purchase/Redemption Price of the Units will be adjusted by using the following formula.Purchase Price = Applicable NAV * (1+ Entry Load).

The maximum load (entry/exit) under the Scheme will not exceed the limits as prescribed under the Regulations asfollows:

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 of theUnits 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. Existing Unitholders may use the transaction slip for additional purchases sent with the Account Statement or a new ApplicationForm. Payment for purchase of Units will be accepted only through a cheque or demand draft drawn payable at thecentre where the application is lodged, drawn in favour of “Prudential ICICI Very Cautious Plan” or “PrudentialICICI Cautious Plan” or “Prudential ICICI Moderate Plan” or “Prudential ICICI Aggressive Plan” or “PrudentialICICI Very Aggressive Plan”. Investors at places other than where the Customer Service Centres are located, arerequested to make the payment without deducting the demand draft charges. The Fund will not entertain anyrequests for reimbursement of demand draft charges. Demand Draft charges will not be borne by the Fund.

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Outstation cheques and cash will not be accepted under any circumstances.

Investors should complete the Application Form and deliver the same along with the cheque/draft at any of theCustomer Service Centres of the AMC, listed on page 91 of this Offer Document.

Under normal circumstances, an Account Statement / Transaction Confirmation Statement will be mailed to theinvestor, indicating the number of Units purchased within 3 Business Days of the acceptance of a valid application forpurchase of Units and the Account Statement will be sent by e-mail message only, in case the investor has providedhis consent.

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

Applicable NAV is the Net Asset Value per Unit of each Plan at the close of the Business Day on which the applicationis accepted. An application will be considered accepted on that day, subject to it being complete in all respects andreceived prior to 3.00 p.m. on that Business Day.

There would be a cooling-off period of 5 Business Days from the date of receipt of the subscription, during whichno redemption request would be processed by AMC in respect of the same investment. However the AMC mayprocess the redemption on a specific request from the investor after confirming the cheque clearance status andmay take an additional day for processing redemption payment.


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SECTION IVLOAD STRUCTURE, FEES AND EXPENSES

a) LOAD STRUCTURE OF THE SCHEMEWhereas the investors/ Unit holders have to pay entry / exit load on their investments in the Scheme, at thefollowing rates; for investments by the Fund of Funds scheme, in underlying schemes of Prudential ICICI Mutual Fund,there would not be any entry load / exit load.

For the present, the Trustee, on an ongoing basis intends to charge an Entry and Exit loads as shown below:

Prudential ICICI Advisor Series Entry Load Exit Load

Prudential ICICI Very Cautious Plan Nil Nil Prudential ICICI Cautious Plan Nil Nil Prudential ICICI Moderate Plan 1% Nil Prudential ICICI Agressive Plan 1.50% Nil Prudential ICICI Very Aggressive Plan 1.75% Nil

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 will beapplicable for prospective investments. The Trustee shall arrange to display a notice in the Customer Service Centersof the AMC before the change of the then prevalent load structure. The addendum detailing the changes in loadstructure will be attached to offer documents and abridged offer documents. The addendum will also be circulatedto all the distributors / brokers so the same can be attached to all the offer documents and abridged offer documentsin stock. This addendum will also be sent along with the newsletter sent to the unit holders immediately after thechanges. Changes in the load structure may be stamped in the acknowledgement slip issued by the Fund after thechanges in load structure. The load collected from the Unit holders under each Plan will be credited to a separateaccount in the respective Plan accounts and will be offset against distribution and marketing expenses. Surplus ofload, if any, charged over planned marketing and distribution expenses to be defrayed will be credited to therespective Plans whenever felt appropriate by the AMC.

b) FEES AND EXPENSES OF THE SCHEMEAs per the provisions of the Regulations, read with the amendments thereto, the following fees and expenses will becharged to the Scheme and the Plans thereunder:

i) Initial Issue ExpensesThe total Initial Issue Expenses chargeable to the Plans as per the current Regulations are subject to a maximum of 6% ofthe amount collected during the Initial Offer Period. The initial issue expenses to be charged under the Scheme will belimited to 2.40% of the amount mobilized under the respective Plans under the Scheme.

For All Plans :

Out of Rs. 100 subscribed by an investor during the IPO, a minimum of Rs.97.60 will be invested in each Plan as per theOffer Document and a maximum of Rs.2.40 will be utilised towards meeting initial issue expenses.

ii) Estimated Recurring ExpensesAs per SEBI’s circular no. MFD/CIR NO. 04/11488/2003 dated June 12, 2003, in case of Fund of Funds scheme; theinvestors bear the recurring expenses of the Scheme in addition to the expenses of underlying schemes in whichthe Fund of Funds scheme makes investment. Further it is provided that in case of Fund of funds scheme, the totalexpenses of the scheme including the management fees shall not exceed 0.75% of the daily average net assets.

The estimated recurring expenses under various plans of the Scheme are as under:

For All PlansDescription (% per annum of average daily net assets)Investment Management Fee 0.50Trustee Fee 0.01Custodian Fee 0.01Marketing & Selling 0.15Registrar & Transfer Agent 0.02Audit Costs 0.01Costs of Investor Communications 0.01Cost of Funds Transfer 0.01Costs for A/c Statements, Dividend etc. 0.01Cost of Statutory Advertisements 0.01Other Expenses 0.01Total Recurring Expenses 0.75

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The purpose of the above table is to assist the investor in understanding the various costs and expenses that an investorin the Scheme and the Plans thereunder will bear. These estimates are based on a corpus size of Rs.1 crore under theScheme and its Plans and would change to the extent assets are lower or higher. If the corpus size is in excess of Rs.1 crore,the above mentioned recurring expenses in the Scheme and the Plans thereunder would change. The above expenses aresubject to inter-se change and may increase/decrease as per actual and/or any change in the Regulations.

As the Fund of Fund Schemes will be investing in underlying schemes of Prudential ICICI Mutual Fund, so as toensure a proper mechanism of paying out brokerage on investments made in the case of Fund of Funds, a poolaccount for each Fund of Fund scheme would be created wherein the brokerage and trail commission of the targetschemes invested into by the Fund of Fund Scheme would be pooled into. From this pooled account, the obligationson account of brokerage and trail commission of each Fund of Fund scheme would be serviced.

The authorised brokers/distributors will be paid brokerage including trail commission directly out of this pool account.

Surplus or deficit to the pooled account, will be adjusted periodically in the respective Fund of Funds Scheme.

The Asset Management Company shall have the Pooled Account (pertaining to brokerage and trail commission) auditedby the internal auditors at regular intervals and the auditors report certifying that the funds in the said Account have beenutilised for the intended purpose shall be placed before the Trustees.

The above 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 can becharged to the Scheme and the Plans thereunder in terms of this Offer Document shall be subject to the applicableguidelines as indicated on page 33 under the head “Recurring Expenses”. Expenses over and above the permitted limitswill be borne by the AMC.

The total recurring expenses under the Plans will, however, be limited to the ceilings as prescribed under Regulation 52(6)of the Regulations as stated on page 33 under the head “Recurring Expenses”.

c) FEES AND EXPENSES OF THE EXISTING SCHEMESi) Initial Issue Expenses

ICICI Mutual Fund, prior to the joint venture with Prudential, had launched two closed ended growth schemes, ICICIPremier, launched on November 30, 1993 and ICICI Power, launched on August 24, 1994 (since converted into anopen-ended scheme). Subsequent to the joint venture with Prudential, the Fund launched three open-ended schemes(Prudential ICICI Growth Plan, Prudential ICICI Income Plan and Prudential ICICI Liquid Plan) on June 4, 1998 and oneopen ended scheme (Prudential ICICI FMCG Fund) on February 15, 1999. The Fund also launched Prudential ICICI TaxPlan, Prudential ICICI Gilt Fund, Prudential ICICI Balanced Fund, Prudential ICICI Technology Fund, Prudential ICICIMonthly Income Plan, Prudential ICICI Fixed Maturity Plan, Prudential ICICI Child Care Plan, Prudential ICICI IndexFund, Prudential ICICI Dynamic Plan and SENSEX Prudential ICICI Exchange Traded Fund, on July 9,1999, July 21,1999, September 20,1999, January 7, 2000, September 28, 2000, December 20, 2000, July 16, 2001, February 15,2002, October 7, 2002 and January 6, 2003 respectively. The following are the additional Plans under the existingSchemes of the Fund:

Sr. Additional Plan Existing Scheme Launch dateNo.

1 Prudential ICICI Gilt Fund - Prudential ICICI Gilt Fund April 26, 2001One Year Plus Plan

2 Prudential ICICI Short Term Plan Prudential ICICI Income Plan October 18, 2001

3 Prudential ICICI Long Term Plan Prudential ICICI Income Plan March 26, 20024 Prudential ICICI Sweep Plan Prudential ICICI Liquid Plan February 27, 20025 Prudential ICICI Fixed maturity Plan – Yearly 5 Prudential ICICI Fixed Maturity Plan March 22, 20026 Prudential ICICI Fixed Maturity Plan – Prudential ICICI Fixed Maturity Plan June 27, 2002

One Year Plus Plan7. Prudential ICICI FMP Yearly- Series 7 Prudential ICICI Fixed Maturity Plan August 19, 20028. Prudential ICICI Fixed Maturity Plan – Prudential ICICI Fixed Maturity Plan September 16, 2002

One Year Plus Plan - Series 89. Prudential ICICI Flexible Income Plan Prudential ICICI Income Plan September 16, 200210. Prudential ICICI Fixed Maturity Plan – Prudential ICICI Fixed Maturity Plan March 17, 2003

One Year Plus Plan - Series 1211. Prudential ICICI Floating Rate Plan Prudential ICICI Income Plan March 28, 2003

12. Prudential ICICI Flexible Income Plus Plan Prudential ICICI Income Plan May 22, 2003


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Given below are the details of estimated and actual Initial Public Issue expenses in respect of the above schemes:

Initial Issue Expenses – Comparison of Estimated to Actuals

Description ICICI Premier ICICI Power#

Estimated - % to Actuals - % to Estimated - % to Actuals - % toTarget Amount Subscription Target Amount Subscription

Advertising Expenses 1.75 1.48 1.50 1.61Commission to agents & 2.00 1.36 1.75 2.53brokersRegistrar Expenses 0.75 0.10 1.25 0.07Printing & Mailing 1.00 0.24 1.00 0.42Miscellaneous 0.50 0.36 0.50 0.40

Total 6.00 3.54 6.00 5.03

Target Amount/ Rs.100 crore Rs.159 crore Rs.50 crore Rs.90.28 croreAmount Mobilised

# For close-ended scheme

The Initial Issue Expenses relating to Liquid Plan, Income Plan, Growth Plan, Gilt Plan, Monthly Income Plan, FixedMaturity Plan, Gilt Treasury- 1 Year Plus Plan, Short Term Plan, Sweep Plan, Long Term Plan, Fixed Maturity Plan-Yearly 5, Fixed Maturity Plan – One Year Plus Plan – Series 6, 7, 8 & 12 Prudential ICICI Flexible Income Plan,SENSEX Prudential ICICI Exchange Traded Fund, Prudential ICICI Floating Rate Fund and Prudential ICICI FlexibleIncome Plus Plan were borne by the AMC and the details thereof are furnished on page 41.

Initial Issue Expenses - Prudential ICICI FMCG Fund, Prudential ICICI Tax Plan, Prudential ICICI Balanced Fund,Prudential ICICI Technology Fund, Prudential ICICI Child Care Plan, Prudential ICICI Index Fund and Prudential ICICIDynamic Plan.

The Initial Issue Expenses charged to the Investors under Prudential ICICI FMCG Fund, Prudential ICICI Tax Plan, andPrudential ICICI Balanced Fund were limited to 1% of the amount mobilized during the Initial Offer Period. The initialissue expenses charged to Investors under Prudential ICICI Technology Fund were limited to 1.75% of the corpus mobilizedunder the Initial Offer Period. In respect of Prudential ICICI Child Care Plan, initial issue expenses to be charged to theScheme are limited to 2.50% of the amount mobilised during the initial offer period under Gift Plan and 1.50% underStudy Plan. Under Prudential ICICI Index Fund, the initial issue expenses to be charged to the Scheme is limited to 1.50%of the amount mobilized during the initial offer period. Under Prudential ICICI Dynamic Plan, the initial issue expenses tobe charged to the Scheme is limited to 2.50% of the amount mobilized during the initial offer period(as mentioned in theoffer document), whereas the actual initial issue expenses charged to the scheme were limited to 1.33%.

The details of estimated Vs actual expenses are as under:Description FMCG Fund Tax Plan Gilt Fund Balanced Fund Technology Fund

Estimated Actual Estimated Actual Estimated Actual Estimated Actual Estimated Actual% to Target % to % to Target % to % to Target % to % to Target % to % to Target % to

Amount Subscription Amount Subscription Amount Subscription Amount Subscription Amount Subscription

Advertising, printing and 0.50 1.40 0.90 0.33 1.00 0.15 0.65 0.45 0.75 0.27other marketing expensesCollection, Registrar and 0.25 0.12 0.60 0.04 0.25 0.01 0.25 0.01 0.25 0.04Bank chargesSelling Commissions 1.00 0.93 1.00 1.06 - 0.02 1.00 1.01 1.00 1.49

Total 1.75 2.45 2.50 1.43 1.25 0.18 1.90 1.47 2.00 1.80

Target Amount/Amount Rs. 1.00 Rs. 1.59 Rs.10.00 Rs.50.76 Rs.1.00 Rs.150.01 Rs.1.00 Rs.197.58 Rs.1.00 Rs.509Mobilised (Rs. crores) lacs

Description Child Care Child Care Child Care Index Fund Dynamic PlanPlan – Plan – Plan-Gift &

Gift Plan Study Plan Study Plan

Estimated - Estimated - Actual - % to Estimated - Actual - % to Estimated - Actual - % to% to Target % to Target Subscription % to Target Subscription % to Target Subscription

Amount Amount Amount Amount

Advertising, printing and other 1.85 2.28 11.86 1.25 Nil 0.75 Nilmarketing expensesCollection, Registrar and Bank charges 0.35 0.35 0.63 0.25 Nil 0.25 NilSelling Commissions 1.00 1.00 1.42 - Nil 1.50 1.33

Total 3.20 3.63 13.91 1.50 Nil 2.50 1.33

Target Amount/Amount Mobilised Rs. 1.00 Rs. 1.00 Rs.10.62 Rs.1.00 Rs.7.86 Rs.7.86 Rs.17.64(Rs. crores)

Note:1. The Initial Issue Expenses under FMCG Fund were more due to higher advertisement costs.2. As disclosed in the offer document of Child Care plan, expenses to the extent or 3.63% for Study Plan and 3.20% for Gift Plan have been

charged to the Scheme and the balance expenses have been borne by the AMC.

54


Annual Scheme Recurring Expenses: Closed ended SchemesDescription ICICI Premier ICICI Power+

**2003-2004 2002-2003 2001-2002 2000-2001 **2003-2004 2002-2003 2001-2002 2000-2001(till 20.10.03) (till 20.10.03)

Investment management & 1.25 1.25 1.25 1.25 1.12 1.23 1.25 1.24Advisory feesAdditional Fees (if any) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Trustee Fees 0.01 0.01 0.01 0.01 0.00 0.01 0.01 0.01Audit Fees 0.07 0.04 0.02 0.04 0.01 0.05 0.04 0.06Custodian Fees 0.01 0.01 0.04 0.14 0.02 0.04 0.09 0.22Registrar & Transfer Agent Fees 1.01 0.34 0.11 0.15 0.12 0.16 0.25 0.07Listing fees 0.00 0.06 0.03 0.03 0.00 0.00 0.05 0.05Bank charges 0.01 0.06 0.00 0.03 0.05 0.04 0.01 0.01Postal & Mailing Expenses 0.00 0.22 0.23 0.23 0.01 0.07 0.23 0.31Brokerages 0.00 0.00 - - 0.09 0.23 - -Advertising / Marketing / 0.00 0.47 0.54 0.32 0.30 0.64 0.54 0.29Printing ExpensesCost related to investor 0.00 0.02 - 0.17 0.00 0.00 - 0.08communicationOther Expenses 0.14 0.02 0.27 0.11 0.65 0.00 0.03 0.16

Total Annual Recurring Expenses 2.50 2.50 2.50 2.50 2.37 2.47 2.50 2.50

+ Renamed as Prudential ICICI Power consequent to its conversion into open-ended fund effective from September 27, 2001.** Unaudited.

Estimated recurring expenses-open ended Schemes

As per the Offer Document for the Liquid Plan, Income Plan, Growth Plan, FMCG Fund, Tax Plan, Gilt Fund, Balanced Fund,Technology Fund, Monthly Income Plan, Gilt Treasury 1 Year Plus Plan, Fixed Maturity Plan, Short Term Plan, Child CarePlan, Index Fund, Power, Long Term Plan, Sweep Plan, Flexible Income Plan, Dynamic Plan, SPIcE, Floating Rate Plan andFlexible Income Plus Plan the following were the estimated recurring expenses.

(% per annum of average net assets)

Description Growth Plan Income Plan Liquid Plan FMCG Fund Tax Plan Gilt Fund BalancedTreasury Investment FundOption Option

Investment management & 1.25 1.25 0.70 1.25 1.25 0.75 0.75 1.25Advisory feesAdditional Fees (if any) - - - - - - - -Trustee Fees 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.05Custodian Fees 0.30 0.15 0.08 0.30 0.30 0.04 0.04 0.15Advertising, Marketing & 0.50 0.25 0.03 0.50 0.50 0.02 0.02 0.20Selling ExpensesRegistrar & Transfer Agents Fees 0.10 0.10 0.10 0.10 0.10 0.04 0.04 0.10Transaction Costs 0.05 0.05 0.02 0.05 0.05 - - 0.05Audit Fees 0.01 0.01 0.01 0.01 0.01 - - 0.01Cost related to Investor 0.04 0.04 0.01 0.04 0.04 0.02 0.02 0.03communicationsCost of funds transfer 0.05 0.025 0.00 0.05 0.05 - - 0.05Cost of providing Account 0.05 0.025 0.00 0.05 0.05 0.05 0.05 0.03Statements, dividenddistributions, etc.Cost of statutory advertisements 0.05 0.025 0.00 0.05 0.05 0.01 0.01 0.04Other Expenses 0.05 0.025 0.00 0.05 0.05 0.02 0.02 0.04



Description Technology Monthly Gilt-Treasury Fixed Short Child Care Plan Index FundFund Income Plan 1 Year Maturity Term Plan

Plus Plan Plan Gift Plan Study Plan

Investment management & 1.25 1.25 0.75 0.70 0.75 1.25 1.25 0.70Advisory feesAdditional Fees (if any) - - - - - - - -Trustee Fees 0.05 0.05 0.04 0.05 0.05 0.05 0.01 0.05Custodian Fees 0.30 0.20 0.04 0.05 0.04 0.16 0.10 0.10Advertising, Marketing & 0.47 0.20 0.02 0.03 0.02 0.08 0.04 0.15 **Selling ExpensesRegistrar & Transfer Agents Fees 0.08 0.12 0.04 0.08 0.05 0.12 0.10 0.10Transaction Costs 0.05 - - - - - - -Audit Fees 0.01 0.01 - 0.01 0.01 0.01 0.01 0.05Cost related to Investor 0.08 0.12 0.02 0.01 0.02 0.12 0.08 -communicationsCost of funds transfer 0.05 0.14 - 0.01 - 0.10 0.10 0.05Cost of providing Account Statements, 0.08 0.11 0.05 0.02 0.04 0.11 0.11 -dividend distributions, etc.Cost of statutory advertisements 0.04 0.01 0.01 0.02 0.01 0.05 0.01 -Other Expenses 0.04 0.04 0.02 0.02 0.01 0.45* 0.44* 0.05


*Includes insurance premium payable under Child Care Plan.**Includes Cost related to investor communication, A/c. Statement, dividend distribution and Statutory advertisement.


55


Description Power Long Sweep Flexible Dynamic SPIcE Floating FlexibleTerm Plan Plan Income Plan Rate Plan Income

Plan Plus Plan

Investment management & 1.25 1.25 0.75 1.00 1.00 0.60 0.45 0.50Advisory feesAdditional Fees (if any) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Trustee Fees 0.05 0.05 0.05 0.05 0.02 0.01 0.05 0.05Custodian Fees 0.20 0.15 0.04 0.02 0.15 0.05 0.02 0.02Advertising, Marketing & 0.47 0.25 0.02 0.30 0.45 0.17 0.07 0.30Selling ExpensesRegistrar & Transfer Agents Fees 0.10 0.10 0.04 0.06 0.08 0.10 0.06 0.06Transaction Costs 0.00 0.05 0.00 0.00 0.05 0.00 0.00 0.00Audit Fees 0.01 0.01 0.00 0.01 0.01 0.01 0.01 0.01Cost related to Investor communications 0.12 0.04 0.05 0.06 0.05 0.03 0.03 0.06Cost of funds transfer 0.14 0.025 0.00 0.00 0.05 0.00 0.00 0.00Cost of providing Account 0.11 0.025 0.08 0.00 0.05 0.03 0.00 0.00Statements, dividend distributions, etc.Cost of statutory advertisements 0.01 0.025 0.02 0.00 0.05 - 0.00 0.00Other Expenses 0.04 0.025 0.20 0.00 0.04 0.03 0.06 0.00


Actual Recurring Expenses as on October 20, 2003 are as under:(% Per annum of average net assets)

Description Growth Plan Income Plan

**2003-2004 2002-2003 2001-2002 2000-2001 **2003-2004 2002-2003@ 2001-2002 2000-2001(till 20.10.03) (till 20.10.03)@

Investment management & 1.08 1.07 1.08 1.06 0.58 0.73 1.00 1.01Advisory feesAdditional Fees (if any) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Trustee Fees 0.01 0.00 0.01 0.01 0.00 0.00 0.00 0.01Custodian Fees 0.02 0.04 0.10 0.19 0.00 0.01 0.02 0.03Registrar & Transfer Agent Fees 0.10 0.11 0.11 0.11 0.08 0.07 0.07 0.08Bank Charges 0.03 0.04 0.01 0.01Postal and Mailing Expenses 0.01 0.01 0.01 0.01 0.00 - - -Brokerage 0.46 0.61 0.16 - 0.48 0.57 0.33 0.23Advertisement/ Marketing / 0.26 0.43 0.76 0.87 0.12 0.17 0.15 0.26Printinging expensesAudit Fees 0.01 0.01 0.00 - 0.00 - - -Other Expenses (including expenses 0.35 0.01 0.10 0.02 0.23 0.03 0.03 0.02as permitted under the Regulations)


** Unaudited@ This is the expenses ratio for the Scheme. The ratio for recurring expenses for Normal Plan and for Institutional Plan for the period ended March 31,2003 and for the period ended October 20, 2003 is 1.59% and 1.10% respectively.

(% Per annum of average net assets)

Description Liquid Plan FMCG Fund

**2003-2004 2002-2003@ 2001-2002 2000-2001 **2003-2004 2002-2003 2001-2002 2000-2001(till 20.10.03)@ (till 20.10.03)

Investment management & 0.45 0.53 0.70 0.70 1.25 1.25 1.25 1.25Advisory feesAdditional Fees (if any) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Trustee Fees 0.00 0.00 0.00 - 0.01 0.01 0.01 0.01Custodian Fees 0.01 0.01 0.02 0.03 0.02 0.04 0.12 0.19Registrar & Transfer Agent Fees 0.05 0.06 0.07 0.08 0.11 0.10 0.10 0.12Bank Charges 0.00 0.01 - - 0.00 0.10 - -Postal and Mailing Expenses 0.00 0.00 - 0.01 0.02 0.04 0.04 0.05Brokerage 0.03 0.31 0.16 0.12 0.23 0.24 0.22 0.16Advertisement/ Marketing / 0.02 0.04 0.02 0.03 0.22 0.24 0.12 0.08Printing expensesAudit Fees 0.00 0.00 - - 0.04 0.03 0.02 0.04Other Expenses (including 0.11 0.02 0.02 0.01 0.15 0.00 0.16 0.10expenses as permitted underthe Regulations)


** Unaudited@ This is the expenses ratio for the Scheme. The ratio for recurring expenses for Normal Plan and for Institutional Plan for the period ended March 31,2003 as well as for the period ended October 20, 2003 is 0.80% and 0.60% respectively. For Institutional Plus Plan ratio for the period ended October 20,2003 is 0.60% .

Note: 1) Prudential ICICI Income Plan, Prudential ICICI Growth Plan and Prudential ICICI Liquid Plan were launched in June 1998. 2) Other expenses for the year 2000-2001 represent accrual of expenses as permitted under the Regulations.

56



Description Tax Plan @ Gilt Fund - Treasury Plan + Gilt Fund - Investment Plan +

**2003- 2002- 2001- 2000- **2003- 2002- 2001- 2000- **2003- 2002- 2001- 2000-2004 2003 2002 2001 2004 2003 2002 2001 2004 2003 2002 2001(till (till (till

20.10.03) 20.10.03) 20.10.03)

Investment management & 1.25 1.25 1.25 1.25 0.45 0.56 0.75 0.75 0.40 0.52 0.75 0.75Advisory feesAdditional Fees (if any) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Trustee Fees 0.01 0.01 0.01 0.01 0.01 0.01 0.01 0.01 0.00 0.00 0.00 0.01Custodian Fees 0.02 0.04 0.16 0.26 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Registrar & Transfer Agent Fees 0.17 0.11 0.11 0.13 0.07 0.06 0.06 0.07 0.05 0.06 0.06 0.07Bank Charges 0.15 0.01 0.03 0.15 0.01 0.03Posting & Mailing 0.07 0.04 0.08 0.06 0.00 0.01 0.01 0.03 0.00 0.00 - 0.02Brokerages 0.20 0.15 0.12 0.01 0.27 0.09 0.12 0.01 0.36 0.39 0.24 0.04Advertisement/ Marketing / 0.03 0.51 0.27 0.12 0.07 0.18 0.02 0.05 0.00 0.10 0.05 0.06Printing expensesAudit Fees 0.04 0.03 0.02 0.04 0.04 0.03 0.01 0.02 0.00 0.00 - 0.01Other Expenses (including 0.21 0.00 0.12 0.12 0.16 0.01 0.10 0.06 0.33 0.05 0.03 0.04expenses as permittedunder the Regulations)

Total Annual Recurring Expenses 2.15 2.15 2.14 2.00 1.10 1.10 1.08 1.00 1.15 1.15 1.13 1.00

** Unaudited@ Prudential ICICI Tax Plan was launched on July 9, 1999.+ Prudential ICICI Gilt Fund was launched on July 21, 1999.


Description Gilt Treasury One Balanced Fund Technology FundYear Plus Plan

2002- 2001- *2003- 2002- 2001- 2000- *2003- 2002- 2001- 2000-2003 2002 2004 2003 2002 2001 2004 2003 2002 2001

(till (till20.10.03) 20.10.03)

Investment management & Advisory fees 0.25 0.25 1.17 1.14 1.12 1.07 1.21 1.17 1.16 1.08Additional Fees (if any) - - 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Trustee Fees 0.02 - 0.01 0.01 0.01 0.01 0.03 0.02 0.03 0.02Custodian Fees - - 0.01 0.03 0.09 0.14 0.02 0.04 0.11 0.19Registrar & Transfer Agent Fees 0.03 0.02 0.09 0.10 0.10 0.10 0.12 0.11 0.11 0.11Bank Charges - 0.06 0.05 0.02 0.08Posting & Mailing - 0.01 0.01 0.02 0.03 0.01 0.00 0.11 0.09 0.01Brokerages - - 0.44 0.59 0.45 0.26 0.55 0.49 0.37 0.08Advertisement/ Marketing / Printing expenses - 0.02 0.00 0.39 0.46 0.61 0.12 0.38 0.48 0.80Audit Fees - - 0.01 0.01 0.01 - 0.01 0.01 0.01 -Other Expenses (including expenses as - - 0.57 0.00 0.03 0.05 0.38 0.01 0.06 0.03permitted under the Regulations)

TOTAL ANNUAL RECURRING EXPENSES 0.30 0.30 2.37 2.34 2.30 2.25 2.46 2.42 2.41 2.32

** Unaudited

Note: Other expenses for the year 2000-2001 represent accrual of expenses as permitted under the Regulations.(% Per annum of average net assets)

Description Monthly Income Plan Fixed Maturity Plan Quarterly Series 1

*2003-2004 2002-2003 2001-2002 2000-2001 *2003-2004 2002-2003@ 2001-2002 2000-2001(till 20.10.03) (till 20.10.03)@

Investment management & 0.60 1.00 1.20 1.25 0.20 0.20 0.20 0.20Advisory feesAdditional Fees (if any) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Trustee Fees 0.01 0.00 0.00 0.00 0.02 0.00 0.01 0.00Custodian Fees 0.01 0.01 0.03 0.03 0.01 0.00 0.02 0.02Registrar & Transfer Agent Fees 0.12 0.13 0.13 0.18 0.02 0.02 0.03 0.03Bank Charges 0.03 0.06 0.00 0.00 0.00 0.00 0.00 0.00Posting & Mailing Exp. 0.01 0.00 0.01 0.00 0.00 0.01 0.01 0.00Brokerages 0.53 0.17 0.34 0.38 0.00 0.09 0.21 0.13Advertisement/ Marketing / 0.11 0.19 0.18 0.03 0.00 0.17 0.03 0.10Printing expensesAudit Fees 0.00 0.00 0.01 0.01 0.01 0.02 0.00 0.00Other Expenses (including 0.08 0.02 0.10 0.12 0.07 0.02 0.00 0.02expenses as permitted underthe Regulations)


** Unaudited

@ This is the expenses ratio for the Scheme. The ratio for recurring expenses for Normal Plan and for Institutional Plan for the period ended March 31,2003 as well as for the period ended October 20, 2003 is 0.55% and 0.25% respectively.


57


Description Fixed Maturity Plan Half yearly Series 1 Fixed Maturity Plan Yearly Series 1

*2003-2004 2002-2003 2001-2002 2000-2001 *2003-2004 2002-2003 2001-2002 2000-2001(till 20.10.03) (till 20.10.03)

Investment management & 0.25 0.20 0.24 0.14 0.30 0.26 0.27 0.27Advisory feesAdditional Fees (if any) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Trustee Fees 0.02 0.01 0.01 0.00 0.02 0.01 0.01 0.00Custodian Fees 0.00 0.01 0.02 0.01 0.00 0.01 0.01 0.01Registrar & Transfer Agent Fees 0.07 0.05 0.04 0.07 0.10 0.03 0.07 0.04Bank Charges 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Posting & Mailing Exp. 0.00 0.00 0.00 0.00 0.01 0.00 0.00 0.00Brokerages 0.01 0.17 0.14 0.09 0.00 0.19 0.19 0.09Advertisement/ Marketing / 0.00 0.09 0.09 0.17 0.00 0.09 0.04 0.15Printing expensesAudit Fees 0.17 0.02 0.01 0.07 0.13 0.01 0.01 0.02Other Expenses (including expenses 0.03 0.00 0.00 0.00 0.04 0.00 0.00 0.02as permitted under the Regulations)


** Unaudited


Description Fixed Maturity Plan Quarterly Series 2 Fixed Maturity Plan Quarterly Series 3

*2003-2004 2002-2003 2001-2002 2000-2001 *2003-2004 2002-2003 2001-2002 2000-2001(till 20.10.03) (till 20.10.03)

Investment management & 0.20 0.20 0.20 0.20 0.20 0.15 0.17 0.20Advisory feesAdditional Fees (if any) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Trustee Fees 0.01 0.03 0.00 0.00 0.01 0.01 0.02 0.00Custodian Fees 0.00 0.01 0.02 0.02 0.00 0.01 0.02 0.02Registrar & Transfer Agent Fees 0.08 0.05 0.05 0.05 0.05 0.03 0.05 0.04Bank Charges 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Posting & Mailing Exp. 0.00 0.00 0.00 0.00 0.00 0.00 0.03 0.00Brokerages 0.19 0.16 0.23 0.10 0.25 0.08 0.16 0.19Advertisement/ Marketing / 0.00 0.08 0.04 0.07 0.00 0.26 0.08 0.04Selling expensesAudit Fees 0.03 0.02 0.00 0.03 0.01 0.01 0.00 0.01Other Expenses (including expenses 0.04 0.00 0.00 0.03 0.03 0.00 0.00 0.00as permitted under the Regulations)Total Annual Recurring Expenses 0.55 0.55 0.54 0.50 0.55 0.55 0.53 0.50

** UnauditedFirst series of each Plan of Prudential ICICI Fixed Maturity Plan was launched on December 20, 2000Note: Other expenses for the year 2000-2001 represent accrual of expenses as permitted under the Regulations.


Description Fixed Maturity Plan - Half Yearly Series 2 Fixed Maturity Plan- Yearly Series 2 Fixed Maturity Plan-Yearly Series 3

*2003- 2002- 2001- 2000- *2003- 2002- 2001- 2000- *2003- 2002- 2001-2004 2003 2002 2001 2004 2003 2002 2001 2004 2003 2002(till (till (till

20.10.03) 20.10.03) 20.10.03)

Investment management 0.22 0.26 0.25 0.25 0.30 0.30 0.30 0.30 0.18 0.16 0.10& Advisory feesAdditional Fees (if any) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Trustee Fees 0.01 0.01 0.00 0.00 0.02 0.05 0.01 0.00 0.01 0.00 0.00Custodian Fees 0.00 0.00 0.01 0.00 0.00 0.01 0.01 0.00 0.01 0.01 0.01Registrar & Transfer 0.17 0.07 0.04 0.00 0.05 0.03 0.04 0.14 0.04 0.02 0.05Agent FeesBank Charges 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Posting & Mailing Exp. 0.03 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.12 0.14Brokerages 0.10 0.13 0.21 0.01 0.13 0.17 0.22 0.12 0.13 0.09 0.08Advertisement/ Marketing/ 0.00 0.01 0.03 0.04 0.00 0.02 0.01 0.00 0.00 0.18 0.21Selling expensesAudit Fees 0.00 0.07 0.01 0.25* 0.03 0.01 0.01 0.04 0.01 0.00 0.01Other Expenses (including 0.02 0.00 0.00 0.00 0.07 0.01 0.00 0.00 0.22 0.02 0.00expenses as permittedunder the Regulations)

Total Annual Recurring 0.55 0.55 0.55 0.55 0.60 0.60 0.60 0.60 0.60 0.60 0.60Expenses

* Units for Series 2 of Fixed Maturity Plan-Half Yearly Option was allotted on March 22, 2001 and actual amount of audit fee paid in the financial year 2000-2001 was Rs.735.00.

** Unaudited

58



Description Fixed Maturity Plan- Yearly Series 4 Child Care Plan – Gift Plan Child Care Plan – Study Plan

**2003-2004 2002-2003 2001-2002 **2003-2004 2002-2003 2001-2002 **2003-2004 2002-2003 2001-2002(till 20.10.03) (till 20.10.03) (till 20.10.03)

Investment management & 0.34 0.30 0.30 1.25 1.25 1.25 1.25 1.25 1.25Advisory feesAdditional Fees (if any) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Trustee Fees 0.01 0.01 - 0.01 - - 0.01 - -Custodian Fees 0.00 0.00 0.00 0.01 0.02 0.09 0.00 0.01 0.02Registrar & Transfer Agent Fees 0.01 0.03 0.05 0.13 0.10 0.11 0.12 0.10 0.08Bank Charges 0.00 - 0.04 0.01 0.01 0.01Posting & Mailing Exp. 0.03 - - 0.07 0.05 0.05 0.00 - -Brokerages 0.00 0.14 0.19 0.09 0.15 0.11 0.00 0.03 -Advertisement/ Marketing / 0.00 0.10 0.03 0.19 0.39 0.29 0.02 0.07 0.02Selling expensesAudit Fees 0.00 0.02 0.03 0.04 0.03 0.07 0.03 0.02 0.07Other Expenses (including expenses 0.21 - - 0.17 - 0.03 0.06 0.01 0.06as permitted under the Regulations)

Total Annual Recurring Expenses 0.60 0.60 0.60 2.00 2.00 2.00 1.50 1.50 1.50


Description Short Term Plan FMP Yearly 5 Long Term Plan Sweep Plan

**2003- 2002- 2001- **2003- 2002- 2001- **2003- 2002- 2001- **2003- 2002- 2001-2004 2003@ 2002 2004 2003 2002 2004 2003 2002 2004 2003 2002(till (till (till (till

20.10.03)@ 20.10.03) 20.10.03) 20.10.03)

Investment management & 0.39 0.45 0.74 0.30 0.30 0.30 0.45 0.44 0.70 0.45 0.48 0.74Advisory feesAdditional Fees (if any) 0.00 - - 0.00 - - 0.00 - - 0.00 - -Trustee Fees 0.00 - - 0.09 0.01 - 0.01 - - 0.00 - -Custodian Fees 0.01 0.01 0.01 0.01 0.01 - 0.01 0.01 - 0.00 - -Registrar & Transfer 0.03 0.04 0.04 0.05 0.02 - 0.00 - - 0.00 - -Agent FeesBank Charges 0.00 0.01 0.00 - 0.00 - 0.00 -Posting & Mailing Exp. 0.00 - - 0.00 - - 0.00 0.02 - 0.00 - -Brokerages 0.25 0.40 0.13 0.03 0.24 0.18 0.08 0.09 - 0.00 - -Advertisement/ Marketing / 0.00 0.08 0.05 0.00 0.02 0.05 0.00 0.03 0.01 0.00 0.43 0.32Selling expensesAudit Fees 0.00 - 0.01 0.02 - 0.07 0.00 - 0.09 0.01 0.11 0.19Other Expenses (including 0.21 0.01 0.02 0.10 - - 0.05 0.01 - 0.54 0.01 -expenses as permittedunder the Regulations)

Total Annual Recurring 0.89 1.00 1.00 0.60 0.60 0.60 0.60 0.60 0.80 1.00 1.03 1.25Expenses

** Unaudited

@ This is the expenses ratio for the Scheme. The ratio for recurring expenses for Normal Plan and for Institutional Plan for the period ended March 31,2003 as well as for the period ended October 20, 2003 is 1.00% and 0.80% respectively.


Description Index Plan FMP Yearly 6 FMP Yearly 7 Flexible Income Dynamic Plan FMPPlan Yearly 8

**2003- 2002- 2001- **2003- 2002- **2003- 2002- **2003- 2002- **2003- 2002- 2002-2004 2003 2002 2004 2003 2004 2003 2004 2003 2004 2003 2003(till (till (till (till (till

20.10.03) 20.10.03) 20.10.03) 20.10.03) 20.10.03)

Investment management & 0.40 0.49 0.70 0.25 0.25 0.25 0.25 0.40 0.40 1.00 1.00 -Advisory feesAdditional Fees (if any) 0.00 - - 0.00 - 0.00 - 0.00 - 0.00 - -Trustee Fees 0.01 0.01 - 0.02 - 0.01 - 0.00 - 0.01 - -Custodian Fees 0.08 0.05 - 0.01 0.01 0.00 - 0.00 - 0.02 0.02 -Registrar & Transfer 0.21 0.32 0.07 0.04 0.02 0.10 0.02 0.01 0.01 0.13 0.15 0.10Agent FeesBank Charges 0.00 0.01 0.00 - 0.00 - 0.01 0.02 0.10 0.04 -Posting & Mailing Exp. 0.00 - - 0.00 - 0.00 - 0.00 - 0.01 - -Brokerages 0.26 0.19 - 0.00 0.30 0.00 0.10 0.34 0.38 0.32 0.59 -Advertisement/ Marketing / 0.14 0.15 0.41 0.00 0.02 0.00 0.13 0.01 0.18 0.15 0.18 0.49Selling expensesAudit Fees 0.06 0.02 0.07 0.00 - 0.05 0.10 0.00 - 0.01 0.01 -Other Expenses (including 0.09 0.01 - 0.28 - 0.19 - 0.23 0.01 0.25 0.01 0.01expenses as permittedunder the Regulations)

Total Annual Recurring 1.25 1.25 1.25 0.60 0.60 0.60 0.60 1.00 1.00 2.00 2.00 0.60Expenses

*Unaudited


59


Description Floating Rate Plan FMP Yearly - 12 SPIcE* FlexibleIncome Plus

Plan

**2003-2004 2002-2003 **2003-2004 2002-2003@ **2003-2004 2002-2003 **2003-2004(till 20.10.03) (till 20.10.03)@ (till 20.10.03) (till 20.10.03)

Investment management & 0.31 0.45 0.22 0.19 0.40 0.40 0.40Advisory feesAdditional Fees (if any) 0.00 - 0.00 - 0.00 - -Trustee Fees 0.09 - 0.01 - 0.00 - -Custodian Fees 0.01 - 0.01 - 0.03 0.02 -Registrar & Transfer Agent Fees 0.08 0.10 0.02 0.01 0.13 0.23 0.02Bank Charges 0.05 - 0.00 - 0.00 - -Posting & Mailing Exp. 0.00 - 0.00 - 0.00 - -Brokerages 0.09 0.01 0.05 0.10 0.00 - -Advertisement/ Marketing / 0.03 0.16 0.00 - 0.07 0.08 -Selling expensesAudit Fees 0.02 0.02 0.00 0.11 0.06 0.04 0.02Other Expenses (including expenses 0.07 - 0.25 - 0.11 0.03 0.06as permitted under the Regulations)

Total Annual Recurring Expenses 0.75 0.74 0.56 0.41 0.80 0.80 0.50

**Unaudited*Prudential ICICI Sensex Exchange Traded Fund was launched on January 6, 2003@ This is the expenses ratio for the Scheme. The ratio for recurring expenses for Normal Plan and for Institutional Plan for the period ended March 31,2003 as well as for the period ended October 20, 2003 is 0.75% and 0.20% respectively

iii) Condensed Financial Information:a. Condensed Financial Information for the period ended March 31, 2001.

Premier Power Growth Income Liquid FMCG

Historical Per Unit StatisticsDate of Allotment February 7, 1994 October 1, 1994 July 9, 1998 July 9, 1998 June 24, 1998 March 31, 1999NAV at the beginning of the year (Rs.)Growth Option 11.93 20.48 31.14 12.54 11.7855 11.28Dividend Option - - 18.10 10.26 11.7855 10.29Net Income per unit (0.53) (7.28) (5.72) 1.18 0.99 (1.04)Dividends - - 1.20 1.1358@ 1.0278@ -Transfer to Reserves - - - - - -Compounded Annualised Returns 1.32% 0.34% 23.19% 12.68% 9.71% -4.83%(Based on NAVs of Growth Option)Benchmark Index Nifty Nifty Nifty N.A N.A CNX FMCGBenchmark Index Returns # # # # # # 6.74% N.A N.A -8.80%Net Assets end of period (Rs.crore) 56.58 34.34 327.62 2078.18 956.84 61.37NAV at the end of the period 10.10## 10.22Growth Option - - 17.67 13.85 12.9252 9.06Dividend Option - - 9.27 10.21 11.8316 8.30Ratio of Recurring Exps to Net Assets 2.50% 2.50% 2.27% 1.64% 0.98% 2.00%

Tax Plan Gilt Gilt Balanced Fund Technology MonthlyTreasury Investment Fund Income Plan

Historical Per Unit Statistics

Date of Allotment August 19, August 19, August 19, November 03, March 3, November 10,1999 1999 1999 1999 2000 2000

NAV at the beginning of the year (Rs.)Growth Option 20.10 10.9598 11.1684 12.92 8.74 #Dividend Option 14.61 10.3667 10.4637 11.98 8.74 #Net Income per unit (4.22) 1.70 1.24 (2.83) (5.18) 0.39Dividends - 1.0173@ 1.1370@ - - 0.4520@Transfer to Reserves - - - - - -Compounded Annualised Returns 2.03% 12.28% 14.84% -12.21% -64.27% 5.50%*(Based on NAVs of Growth Option)Benchmark Index Nifty N.A N.A Nifty E.T Mindex N.ABenchmark Index Returns -9.34% N.A N.A -9.76% -74.84% N.ANet Assets end of period (Rs. Crore) 55.14 90.46 190.63 237.35 178.94 72.78NAV at the end of the periodGrowth Option 10.33 12.0590 12.5063 8.32 3.30 10.5504Dividend Option 7.54 10.3315 10.5267 7.69 3.30Monthly Option 10.0910Quarterly Option 10.1817Half Yearly Option 10.1823Ratio of Recurring Exps to Net Assets 2.00% 1.00% 1.00% 2.25% 2.32% 2.00%

60


Fixed Fixed Fixed Fixed Fixed Fixed FixedMonthly Monthly Monthly Monthly Monthly Monthly Monthly

Plan - Plan – Half Plan – Plan – Plan – Plan – Plan –Quarterly Yearly Yearly Quarterly Quarterly Half Yearly Yearly

Series 1 Series 1 Series 1 Series 2 Series 3 Series 2 Series 2

Historical Per Unit StatisticsDate of Allotment December 20, December 20, December 20, January 22, February 20, March 22, March 22,

2000 2000 2000 2001 2001 2001 2001NAV at the beginning of the year (Rs.)Growth Option # # # # # # #Dividend Option # # # # # # #Net Income per unit 0.1746 0.23 0.28 0.17 0.09 0.01 0.02Dividends 0.6053@ 0.3666@ - - - - -Transfer to Reserves - - - - - - -Compounded Annualised Returns 3.05%* 2.80%* 3.35%* 1.81%* 1.02%* 0.09%* 0.36%*(Based on NAVs of Growth Option)Benchmark Index N.A N.A N.A N.A N.A N.A N.ABenchmark Index Returns N.A N.A N.A N.A N.A N.A N.ANet Assets end of period (Rs. Crore) 130.74 2.51 10.06 9.75 80.94 3.26 95.08NAV at the end of the periodGrowth Option 10.3045 10.2803 10.3352 10.1812 10.1020 10.0093 10.0356Dividend Option 10.0643 10.2803 10.3352 10.1812 10.1020 10.0093 10.0356Ratio of Recurring Exps to Net Assets 0.50% 0.55% 0.60% 0.50% 0.50% 0.55% 0.60%

Notes:The figures for Prudential ICICI Monthly Income Plan and Prudential ICICI Fixed Maturity Plan are for the period from the date of opening of the scheme.Returns since inception are for the growth plan in each case.In the absence of appropriate benchmarks for the schemes having debt as well as equity components, Nifty has been used as the benchmark index for the timebeing.While arriving at Net Income per unit, Income Equalisation Reserve has not been considered and it is calculated on the basis of closing units.* Prudential ICICI Fixed Maturity Plan and Prudential ICICI Monthly Income Plan have not completed one year since the date of their launch. Returns are

computed in absolute terms and for Growth Options only from the date of allotment. The NAV on the date of allotment is taken as Rs.10 for computationof returns.

@ Including distribution tax.# These schemes were launched during the year and were not in existence at the beginning of the year.## Dividend was declared under ICICI Premier for all the unitholders as on July 25, 1995 @Rs. 0.80 per unit. For computation of returns NAV of ICICI Premier

has been considered after adjusting the dividend declaration.### As these schemes were launched before the launch of Nifty, benchmark index returns are not provided.

b. Condensed Financial Information for the period ended March 31, 2002.Premier Power Growth Income Liquid FMCG

Historical Per Unit StatisticsDate of Allotment February 7, 1994 October 1, 1994 July 9, 1998 July 9, 1998 June 24, 1998 March 31, 1999NAV at the beginning of the year (Rs.)Growth Option 10.10 10.22 17.67 13.85 12.9252 9.06Dividend Option - - 9.27 10.21 11.8316 8.30Net Income per unit 0.82 (2.37) (1.91) 1.85 1.06 (2.15)Dividends - - 0.80 @1.5428 @0.8994 -Transfer to Reserves - - - - - -Compounded Annualised Returns 2.82% 2.39% 20.40% 13.83% 9.21% -4.24%(Based on NAVs of Growth Option)Benchmark Index Nifty Nifty Nifty N.A N.A CNX FMCGReturn compared to Benchmark Index # # # # # # 4.43% N.A N.A -7.43%Net Assets end of period (Rs.crore) 51.08 29.87 350.22 2711.89 1372.62 53.60NAV at the end of the periodGrowth Option ##11.54 11.94 19.98 16.21 13.9383 8.78Dividend Option - - 9.71 10.33 11.8273 8.05Ratio of Recurring Exps to Net Assets 2.50% 2.50% 2.33% 1.60% 0.99% 2.04%


61

Tax Plan Gilt Gilt Balanced Technology Monthly GiltTreasury Investment Fund Fund Income Treasury

Plan 1 YearPlus Plan


Date of Allotment August 19, August 19, August 19, November 03, March 3, November 10, April 30,1999 1999 1999 1999 2000 2000 2001

NAV at the beginning of the year (Rs.)Growth Option 10.33 12.0590 12.5063 8.32 3.30 10.5504 #Dividend Option 7.54 10.3315 10.5267 7.69 3.30Monthly Option - - - - - 10.0910 -Quarterly Option - - - - - 10.1817 -Half Yearly Option - - - - - 10.1823 -Net Income per unit (0.30) 1.92 2.20 (0.85) (1.81) 0.97 0.87DividendsDividend Option - @1.2452 @2.5897 - - - @0.8321Monthly option - - - - - @1.0230 -Quarterly option - - - - - @1.0800 -Half Yearly Option - - - - - @1.0965 -Transfer to Reserves - - - - - - -Compounded Annualised Returns 10.55% 12.23% 20.06% -3.01% -41.80% 12.44% 8.69%*(Based on NAVs of Growth Option)Benchmark Index Nifty N.A N.A Nifty ET Mindex N.A N.AReturn compared to Benchmark Index -6.45% N.A N.A -6.45% -51.05% N.A N.ANet Assets end of period (Rs. Crore) 72.46 80.58 466.50 189.52 160.09 123.58 185.93NAV at the end of the periodGrowth Option 13.00 13.5238 16.1344 9.29 3.25 11.7643 -Dividend Option 9.48 10.2799 10.8319 8.58 3.25 - 10.0213Monthly Option - - - - - 10.1792 -Quarterly Option - - - - - 10.2228 -Half Yearly Option - - - - - 10.2187 -Ratio of Recurring Exps to Net Assets 2.14% 1.08% 1.13% 2.30% 2.41% 2.00% 0.30%

Fixed Maturity Fixed Maturity Fixed Maturity Fixed Maturity Fixed MaturityPlan - Quarterly 1 Plan – Half Yearly1 Plan –Yearly 1 Plan - Quarterly 2 Plan – Quarterly 3

Historical Per Unit StatisticsDate of Allotment December 20. 2000 December 20, 2000 December 20, 2000 January 22, 2001 February 20, 2001NAV at the beginning of the year (Rs.)Growth Option 10.3045 10.2803 10.3352 10.1812 10.1020Dividend Option 10.0643 10.2803 10.3352 10.1812 10.1020Net Income per unit 32.49 2.48 1.05 4.17 2.05Dividends @0.8781 @0.9015 @1.0473 @0.8543 @0.9234Transfer to Reserves - - - - -Compounded Annualised Returns 9.34% 9.27% 9.77% 8.69% 9.49(Based on NAVs of Growth Option)Benchmark Index N.A N.A N.A N.A N.AReturn compared to Benchmark Index N.A N.A N.A N.A N.ANet Assets end of period (Rs. Crore) 3.52 10.22 8.65 17.71 16.92NAV at the end of the periodGrowth Option 11.2079 11.1988 11.2644 11.0390 11.0555Dividend Option 10.0378 10.2373 10.1970 10.1450 10.0855Ratio of Recurring Exps to Net Assets 0.51% 0.55% 0.60% 0.54% 0.53%

Fixed Maturity Plan – Fixed Maturity Plan – Fixed Maturity Plan – Fixed Maturity Plan –Half Yearly 2 Yearly 2 Yearly 3 Yearly 4


Date of Allotment March 22, 2001 March 22, 2001 June 21, 2001 September 20, 2001NAV at the beginning of the year (Rs.)Growth Option 10.0093 10.0356 # #Dividend Option 10.0093 10.0356 # -Net Income per unit 0.5520 0.99 0.67 0.39Dividends @0.7765 @0.9231 - -Transfer to Reserves - - - -Compounded Annualised Returns 8.15% 10.03% 6.75%* 4.38%*(Based on NAVs of Growth Option)Benchmark Index N.A N.A N.A N.AReturn compared to Benchmark Index N.A N.A N.A N.ANet Assets end of period (Rs. Crore) 0.16 102.28 7.80 6.36NAV at the end of the periodGrowth Option 10.8363 11.0292 10.6753 10.4381Dividend Option 10.0388 10.0110 10.6753 10.4381Ratio of Recurring Exps to Net Assets 0.55% 0.60% 0.60% 0.60%

62


Child Care Plan- Child Care Plan- Short term Plan Fixed Maturity Plan –Gift option Study option Yearly 5

Historical Per Unit StatisticsDate of Allotment August 31, 2001 August 31, 2001 October 25, 2001 March 22, 2002NAV at the beginning of the year (Rs.)Growth Option # # # #Dividend Option - - - -Net Income per unit 0.45 0.50 0.33 0.01Dividends - - 0.3430@ -Transfer to Reserves - - - -Compounded Annualised Returns 11.60%* 8.90%* 3.92%* 0.35%*(Based on NAVs of Growth Option)Benchmark Index Nifty N.A N.A N.AReturn compared to Benchmark Index 7.19 N.A N.A N.ANet Assets end of period (Rs. Crore) 7.38 7.85 418.32 85.40NAV at the end of the periodGrowth Option 11.16 10.89 10.3915 10.0354Dividend Option - - 10.0433 -Ratio of Recurring Exps to Net Assets 2.00% 1.50% 1.00% 0.60%

Index Fund Long term Plan Sweep Plan

Historical Per Unit StatisticsDate of Allotment February 26, 2002 March 28, 2002 March 6, 2002NAV at the beginning of the year (Rs.)Growth Option 10.0000 10.0000 10.0000Dividend Option - - -Net Income per unit 0.01 0.01 0.03Dividends - - -Transfer to Reserves - - -Compounded Annualised Returns -4.80%* 0.10%* 0.52%*(Based on NAVs of Growth Option)Benchmark Index Nifty N.A N.AReturn compared to Benchmark Index -5.03% N.A N.ANet Assets end of period (Rs. Crore) 7.73 50.05 5.31NAV at the end of the periodGrowth Option 9.52 10.0096 10.0520Dividend Option - - -Ratio of Recurring Exps to Net Assets 1.25% 0.80% 1.25%

Notes:1) Returns since inception are for the growth plan in each case except for Prudential ICICI Gilt Fund – One Year Plus Plan in which Growth Option is not

available.2) From current year, while arriving at Net Income per unit, Income Equalisation Reserve and marked to market has not been considered and it is calculated

on the basis of closing units as on March 31, 2002.3) 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 are computed for the financial year.* Prudential ICICI Fixed Maturity Plan- Yearly 3,4 &5, Prudential ICICI Gilt Treasury 1 Year Plus Plan, Prudential ICICI Child Care Plan – Gift Plan & Study Plan,

Prudential ICICI Short Term Plan, Prudential ICICI Long Term Plan, Prudential ICICI Sweep Plan and Prudential ICICI Index Fund have not completed one yearsince the date of their launch. Returns are computed in absolute terms and for Growth Options only from the date of allotment. The NAV on the date ofallotment is taken as Rs.10 for computation of returns.

@ Including distribution tax.# These Schemes were launched during the year and these schemes were not in existence at the beginning of the year.## Dividend was declared under ICICI Premier for all the unitholders as on July 25, 1995 @Rs. 0.80 per unit. For computation of returns NAV of ICICI Premier

has been considered after adjusting the dividend declaration.### As these schemes were launched before the launch of Nifty, Benchmark index returns are not provided.


63

c) Condensed Financial Information for the period ended March 31, 2003.Premier Power Growth Income Liquid FMCG Tax Plan Gilt Treasury

Historical Per Unit StatisticsDate of Allotment February 7, October 1, July 9, July 9, June 24, March 31, August 19, August 19,

1994 1994 1998 1998 1998 1999 1999 1999NAV at the beginning of the year (Rs.) - - - - - - -NAV at the beginning of the year (Rs.) 11.54 11.94Growth Option 19.98 16.21 13.9383 8.78 13.00 13.5238Dividend Option - - 9.71 10.33 11.8273 8.05 9.48 10.2799Net Income per unit 1.70 1.22 (0.30) 1.56 0.87 0.25 0.83 1.46Dividends - 2.70 - 0.45 0.7558 - - 0.1910Transfer to Reserves - - - - - - - -Compounded Annualised Returns 3.41% 2.96% 13.26% 13.28% 8.68% -8.04% 3.79% 10.51%(Based on NAVs of Growth Option)Benchmark Index Crisil Nifty Nifty Crisil Crisil Liquid CNX FMCG Nifty I-Sec Si-Bex

Balanced Composite fund Indexfund Index Bond fund

Return compared to Benchmark Index @ @ 3.30% 0.44% 0. 64% 5.60% 1.56% -1.60%Net Assets end of period (Rs.crore) 15.70 31.68 275.91 3173.49 1544.91 33.47 24.14 34.50NAV at the end of the period (Rs.) 12.50 - - - - - - -Growth Option - 12.81 18.02 18.0347 14.8729 7.15 11.44 14.3534Dividend Option - 10.28 8.76 11.0188 11.8419 6.56 8.34 10.7122Monthly Option - - - - 11.8699 - - -Institutional Option Growth - - - 18.0374 14.8760 - - -Institutional Option Dividend - - - 11.0196 11.8419 - - -Ratio of Recurring Exps to Net Assets - 2.50% 2.47% 2.33% 1.59% 0.99% 2.05% 2.15% 1.10%Regular Plan -AnnualisedRatio of Recurring Exps to Net Assets- - 1.10% 0.75%Institutional Plan-Annualised

Gilt Balanced Technology Monthly Fixed Fixed Fixed GiltInvestment Fund Fund Income Plan Maturity Maturity Maturity Treasury

Plan- Qtly 1 Plan – Half Plan – 1 Year PlusYearly 1 Yearly 1 Plan***


Date of Allotment Aug. 19, Nov. 03, Mar. 3, Nov. 10, Dec. 20, Dec. 20, Dec. 20, Apr. 30,1999 1999 2000 2000 2000 2000 2000 2001

NAV at the beginning of the year (Rs.)

Growth Option 16.1344 9.29 3.25 11.7643 11.2079 11.1988 11.2644 -

Dividend Option 10.8319 8.58 3.25 - 10.0378 10.2373 10.1970 10.0213

Monthly Option - - - 10.1792 - - -

Quarterly Option - - - 10.2228 - - - -

Half Yearly Option - - - 10.2187 - - - -

Net Income per unit 1.88 0.68 (0.35) 1.02 0.14 5.90 13.82 N.A.

Dividends 0.4320 - - - - - -

Monthly option - - - 0.6692 - - - -

Quarterly option - - - 0.6963 - - - -

Half-Yearly Option - - - 0.7346 - - - -

Transfer to Reserves - - - - - - - -

Compounded Annualised Returns 17.56% -1.90% -34.50% 10.69% 7.99% 7.97% 8.27% -(Based on NAVs of Growth Option)Benchmark Index I-Sec Crisil ET Crisil MIP $ $ $ -

Li-Bex Balanced MINDEX BlendedFund Index Index

Return compared to Benchmark Index 2.65% 4.95% 6.58% 1.60% # # # —

Net Assets end of period (Rs. Crore) 457.20 153.86 111.25 275.36 34.98 0.51 0.43 -

NAV at the end of the period

Growth Option 17.9508 9.37 2.72 12.7427 11.9131 11.9083 11.9840 -

Dividend Option 11.5832 8.65 2.72 - 10.6695 10.8855 10.8482 -

Monthly Option - - - 10.3323 - - - -

Quarterly Option - - - 10.3550 - - - -

Half Yearly Option - - - 10.3177 - - - -

Institutional Option – Monthly Dividend 10.6701

Ratio of Recurring Exps to Net Assets 1.15% 2.34% 2.42% 1.58% 0.55% 0.55% 0.60% 0.30%

Ratio of Recurring Exps to Net Assets-Institutional Plan-Annualised 0.25%

64


Fixed Fixed Fixed Fixed Fixed Fixed Child Care Child Care Short TermMaturity Maturity Maturity Maturity Maturity Maturity Plan- Plan- Plan

Plan - Plan – Plan – Plan – Plan – Plan - Gift StudyQuarterly Quarterly Half Yearly 2 Yearly 3 Yearly 4 Option Option

2 3 Yearly 2

Historical Per Unit StatisticsDate of Allotment Jan. 22, Feb. 20, Mar. 22, Mar. 22, Jun. 21, Sep. 20, Aug. 31, Aug. 31, Oct. 25,

2001 2001 2001 2001 2001 2001 2001 2001 2001NAV at the beginning of the year (Rs.) 11.16 10.89Growth Option 11.0390 11.0555 10.8363 11.0292 10.6753 10.4381 10.3915Dividend Option 10.1450 10.0855 10.0388 10.0110 10.6753 10.4381 - - 10.0433Net Income per unit 3.00 1.69 2.25 0.61 0.69 269.99 0.20 0.57 1.14Dividends 0.1847 0.1788 - - - - - - 0.0924Transfer to Reserves - - - - - - - - -Compounded Annualised Returns 7.68% 7.86% 6.84% 8.44% 8.22% 7.48% 4.16% 8.76% 8.47%(Based on NAVs of Growth Option)Benchmark Index $ $ $ $ $ $ Crisil Crisil MIP Crisil

Balanced Blended CompositeFund Index Index Bond Fund

Return compared to Benchmark Index $ $ $ $ $ $ -0.76% -1.88% -2.49%Net Assets end of period (Rs. Crore) 0.92 5.51 0.04 10.51 20.41 0.01 10.72 12.36 1078.83NAV at the end of the period 10.67 11.42Growth Option 11. 7551 11.7293 11.4328 11.7817 11.5055 11.1635 11.2323Dividend Option 10.6074 10.5122 10.5916 10.6939 11.5055 11.1635 - - 10.7561Institutional Option Growth - - - - - - - - 11.2345Ratio of Recurring Exps to Net Assets 0.55% 0.55% 0.55% 0.60% 0.60% 0.60% 2.00% 1.50% 1.00%Ratio of Recurring Exps to Net Assets- - - - - - - - - 0.80%Institutional Plan-Annualised

Fixed Maturity Index Fund Long term Sweep Plan Fixed Maturity Fixed MaturityPlan – Yearly 5 Plan One Year Plan One Year Plan

– Series 6 – Series 7

Historical Per Unit StatisticsDate of Allotment March 22, 2002 February 26, 2002 March 28, 2002 March 6, 2002 June 28, 2002 August, 19, 2002NAV at the beginning of the year (Rs.) 9.5200 10.0520 # #Growth Option 10.0354 10.0096Dividend Option - - - - - -Net Income per unit 0.85 (0.44) 0.79 0.20 0.66 0.32Dividends - - - - - -Transfer to Reserves - - - - - -Compounded Annualised Returns 8.43% -15.45% 13.52% 5.15% 6.55%* 3.14%*(Based on NAVs of Growth Option)Benchmark Index $ Nifty Crisil Composite Crisil Liquid $ $

Bond Fund Fund IndexReturn compared to Benchmark Index # 0.89% 3.16% -1.10% # #Net Assets end of period (Rs. Crore) 93.77 13.51 234.34 22.86 139.96 1.27NAV at the end of the period 8.3278 11.3634 10.5508 10.6555 10.3140Growth Option 10.8643 - - - - -Dividend Option 10.8643 - - - - -Ratio of Recurring Exps to Net Assets 0.60% 1.25% 0.60% 1.03% 0.60% 0.60%Ratio of Recurring Exps to Net Assets- - - - - - -Institutional Plan-Annualised

Fixed Maturity Flexible Dynamic Plan SPICE Fixed Maturity Floating RatePlan – Yearly 8*** Income Plan Plan – Yearly 12 Plan

Historical Per Unit StatisticsDate of Allotment September 17, September 27, October 31, January 10, March 21, March 29,

2002 2002 2002 2003 2003 2003NAV at the beginning of the year (Rs.) # # # # # #Net Income per unit NA 0.73 (0.15) (0.04) 0.01 0.004Dividends - - - - - -Transfer to Reserves - - - - -Compounded Annualised Returns Nil 7.74%* 2.80%* -9.40%* 0.19%* 0.05%*(Based on NAVs of Growth Option)Benchmark Index $ I-Sec Si-Bex Nifty SENSEX $ CRISIL Liquid FundIndexReturn compared to Benchmark Index # 4.20% 0.14% -0.16% # @@Net Assets end of period (Rs. Crore) 0.00 587.77 78.31 19.35 42.23 528.11NAV at the end of the period - 10.7745 10.2799 30.4342 10.0046Growth Option 10.0191Dividend Option - - - - - -Institutional Option Growth 10.0208Ratio of Recurring Exps to Net Assets 0.60% 1.00% 2.00% 0.80% 0.75% 0.75%Ratio of Recurring Exps to Net Assets- - - - 0.20% -Institutional Plan-Annualised


65

Notes:1. Returns since inception are for the growth plan in each case.2. While arriving at Net Income per unit, Income Equalisation Reserve and mark to market has not been considered and it is calculated on the basis of

closing units as of March 31, 2003.3. The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of the period of the respective

condensed financial information whereas the returns compared to benchmark index are computed for the financial year.* Fixed Maturity One Year Plan – Series 6, 7, 8, Fixed Maturity Plan – Yearly 12, Prudential ICICI Flexible Income Plan, Prudential ICICI Dynamic Plan,

SENSEX Prudential ICICI Exchange Traded Fund and Prudential ICICI Floating Rate Plan have not completed one year since the date of their launch.Returns are computed in absolute terms and for Growth Options only from the date of allotment. The NAV on the date of allotment is taken as Rs.10for computation of returns

*** All the units holders under the schemes- Prudential ICICI Gilt Fund Treasury 1 Year Plus Plan and Prudential ICICI Fixed Maturity Yearly Plan Series 8have redeemed their unit holdings and units are nil as on 31/03/03

# These Schemes were launched during the year and these schemes were not in existence at the beginning of the year.## Dividend was declared under ICICI Premier for all the unitholders as on July 25, 1995 @Rs. 0.80 per unit. For computation of returns NAV of ICICI

Premier has been considered after adjusting the dividend declaration.$ Appropriate benchmark index is not available.@ As these schemes were launched before the launch of the respective benchmarks, Benchmark indices returns are not provided@@ Since the units under Scheme were allotted on March 29, 2003 the return compared to Benchmark Index detail is not provided.

d) Condensed Financial Information for the period ended October 20, 2003**Premier Power Growth Income Liquid FMCG Tax Plan Gilt Treasury

Historical Per Unit StatisticsDate of Allotment Feb. 7, Oct. 1, Jul. 9, Jul. 9, Jun. 24, Mar. 31, Aug. 19, Aug. 19,

1994 1994 1998 1998 1998 1999 1999 1999NAV at the beginning of the year (Rs.) 12.50 - - - - - - -Growth Option - 12.80 18.02 18.0347 14.8729 7.15 11.44 14.3534Dividend Option - 10.28 8.76 11.0188 11.8419 6.56 8.34 10.7122Monthly Option - - - - - - -Quarterly Option - - - - - - - -Half Yearly Option - - - - - - - -Institutional Option - Growth - - - 18.0374 14.8760 - - -Institutional Monthly Option – Div. - - - - 11.8699 - - -Institutional Option - Dividend - - - 11.0196 11.8419 - - -@@@ Net Income per unit 0.91 1.43 5.07 1.06 0.37 0.05 4.68 1.37Dividends - 2.00 0.80 - - - 1.20 0.9600Dividend Option (weekly) - - - - 0.3305 - - -Institutional Dividend (Weekly) - - - - 0.3363 - - -Institutional Plus Dividend (Weekly) 0.0207Monthly Option - - - - 0.3366 - - -Quarterly Option - - - 0.5817 4.5125 - - -Quarterly Option -Institutional 0.6058 4.5125Half yearly Option - - - 1.1936 - - - -Half yearly Option - Institutional - - - 1.2177 - - - -Fortnightly Dividend Option - - - - - - - -Institutional Fortnightly Dividend Option - - - - - - - -Institutional Monthly Dividend Option - - - - 0.2726 - - -Institutional Plus Monthly 0.0337Daily Dividend OptionInstitutional Daily Dividend Option - 0.3376 - -Dividend Option Daily - 0.3204 - -Transfer to Reserves - - - - - - - -Compounded Annualised Returns 4.28% 10.29% 23.84% 13.54% 8.30% 1.41% 23.31% 10.88(Based on NAVs of Growth Option)Benchmark Index Crisil Nifty Nifty Crisil Crisil CNXFMCG Nifty I-SecSi-Bex

Balanced Composite Liquidfund Index Bond fund Fund Index

Return compared to Benchmark Index @ @ 13.57% 0.32% 0.31% 13.50% 51.89% 1.06%Net Assets end of period (Rs.crore) 12.53 525.43 393.65 3,565.89 2,514.70 38.24 42.44 21.31NAV at the end of the period ##13.82 - - - - - - -Growth Option - 24.29 30.96 19.5605 15.2917 10.66 23.97 15.3895Dividend Option - 16.77 14.00 10.7066 11.8403 9.78 15.82 10.4986Dividend Option (Daily) - - - - 11.8513 - - -Dividend (Fortnightly) - - - - - - - -Monthly Option - - - - 11.8626 - - -Quarterly Option - - - 11.3530 10.7636 - - -Half yearly Option - - - - - - - -Institutional Option Growth - - - 19.6166 15.3166 - - -Institutional Plus Growth Option 15.3185Institutional Fortnightly Option-Dividend - - - - - - - -Institutional Monthly Option – Dividend - - - - 11.9438 - - -Institutional Plus Dividend – Monthly 11.9451Institutional Option Dividend – Daily - - - - 11.8498 - - -Institutional Plus Dividend – Daily 11.8512Institutional Plus Dividend Option 11.8644Institutional Option Dividend-Quarterly - - - 11.3608 10.7873 - - -Institutional Option Dividend - - - 10.7133 11.8512 - - -Ratio of Recurring Exps to Net Assets - 2.50% 2.37% 2.33% 1.59% 0.80% 2.05% 2.15% 1.10%Regular Plan -AnnualisedRatio of Recurring Exps to Net Assets- - - - 1.10% 0.60% - - -Institutional Plan-Annualised

** Un-audited

66


Gilt Balanced Technology Monthly Fixed Fixed FixedInvestment Fund Fund Income Maturity Maturity Maturity

Plan Plan - Plan – Half Plan –Qtly 1^^ Yearly 1 Yearly 1

Historical Per Unit StatisticsDate of Allotment August 19, November 03, March 3, November 10, December 20, December 20, December 20,

1999 1999 2000 2000 2000 2000 2000

NAV at the beginning of the year (Rs.)

Growth Option 17.9508 9.37 2.72 12.7427 11.9131 11.9083 11.9840

Dividend Option 11.5832 8.65 - - 10.6695 10.8855 10.8482

Monthly Option - - - 10.3323 - - -

Quarterly Option - - - 10.3550 - - -

Half Yearly Option - - - 10.3177 - - -

Institutional Option - Growth - - - - - - -

Institutional Monthly Option – Div. - - - - - - -

Institutional Option - Dividend - - - - 10.6701 - -

@@@ Net Income per unit 1.86 3.08 0.30 0.62 26.67 3.20 0.70

Dividends 1.37 - - - - 0.9947 -

Institutional Dividend - - - - 0.1692 - -

Dividend Option (weekly) - - - - - - -

Institutional Dividend (Weekly) - - - - - - -

Monthly Option - - - 0.4450 - - -


Half yearly Option - - - 0.4000 - - -

Half yearly Option - Institutional - - - - - - -

Fortnightly Dividend Option - - - - - - -

Institutional Fortnightly Dividend Option - - - - - - -

Institutional Monthly Dividend Option - - - - - - -

Institutional Daily Dividend Option - - - - - - -

Dividend Option Daily - - - - - - -

Transfer to Reserves - - - - - - -

Compounded Annualised Returns 18.25% 9.17% -20.43% 12.43% 7.42% ###7.22% 7.57%(Based on NAVs of Growth Option)Benchmark Index I –Sec Li-Bex Crisil Index ETMINDEX Crisil $ $ $

Balanced Fund MIP BlendedIndex

Return compared to Benchmark Index -2.38% 15.12% 34.35% -2.86% # # #

Net Assets end of period (Rs. Crore) 581.84 159.20 144.19 641.09 0.32 0.02 0.06

NAV at the end of the period 4.36

Growth Option 20.1292 14.16 14.1152 12.2473 - 12.2964

Dividend Option 11.5378 13.09 - 10.1456 11.1302

Dividend Option (Daily) - - - - - - -

Dividend (Fortnightly) - - - - - - -

Monthly Option - - - 10.9734 - - -


Half yearly Option - - - 11.0173 - - -

Institutional Option Growth - - - - - - -

Institutional Fortnightly Option –Dividend - - - - - - -

Institutional Monthly Option – Dividend - - - - - - -

Institutional Option Dividend – Daily - - - - - - -

Institutional Option Dividend – Quarterly - - - - - - -

Institutional Option Dividend - - - - - - -

Ratio of Recurring Exps to Net Assets - 1.15% 2.37% 2.46% 1.50% 0.55% 0.55% 0.60%Regular Plan -Annualised

Ratio of Recurring Exps to Net Assets- - - - - 0.25% - -Institutional Plan-Annualised


67

Fixed Fixed Fixed Fixed Fixed Fixed Child Care Child CareMaturity Maturity Maturity Maturity Maturity Maturity Plan- Plan-

Plan – Plan – Plan – Half Plan – Plan – Plan – Gift StudyQuarterly 2 Quarterly 3^ Yearly 2^ Yearly 2 Yearly 3^ Yearly 4 Option Option


Date of Allotment January 22, February 20, March 22, March 22, June 21, Sept 20, August 31, August 31,2001 2001 2001 2001 2001 2001 2001 2001

NAV at the beginning of the year (Rs.) 10.67 11.42

Growth Option 11.7551 11.7293 11.4328 11.7817 11.5055 11.1635 - -

Dividend Option 10.6074 10.5122 10.5916 10.6939 - - - -

Monthly Option - - - - - - - -

Quarterly Option - - - - - - - -

Half Yearly Option - - - - - - - -

Institutional Option - Growth - - - - - - - -

Institutional Monthly Option – Div. - - - - - - - -

Institutional Option - Dividend - - - - - - - -

@@@ Net Income per unit 145.52 N.A. NA 0.33 N.A. 0.46 1.14 0.67

Dividends 0.0975 0.1051 0.8216 - 0.7908 - - -

Dividend Option (weekly) - - - - - - - -

Institutional Dividend (Weekly) - - - - - - - -



Half yearly Option - - - - - - - -

Half yearly Option - Institutional - - - - - - - -

Fortnightly Dividend Option - - - - - - - -

Institutional Fortnightly Dividend Option - - - - - - - -

Institutional Monthly Dividend Option - - - - - - - -

Institutional Daily Dividend Option - - - - - - - -

Dividend Option Daily - - - - - - - -

Transfer to Reserves - - - - - - - -

Compounded Annualised Returns 9.81% N.A. NA 7.51% N.A 6.42% 28.40% 15.28%(Based on NAVs of Growth Option)

Benchmark Index $ $ $ $ $ $ Nifty Crisil MIPBlended

Index

Return compared to Benchmark Index $ $ $ $ $ $ 2.26% 4.30%

Net Assets end of period (Rs. Crore) 0.0029 N.A. - 4.20 - 0.01 19.66 18.11

NAV at the end of the period - 11.3836 17.06 13.55

Growth Option 12.9252 - - 12.0536 - - - -

Dividend Option - - - 10.9403 - - - -

Dividend Option (Daily) - - - - - - - -

Dividend (Fortnightly) - - - - - - - -



Half yearly Option - - - - - - - -

Institutional Option Growth - - - - - - - -

Institutional Fortnightly Option –Div. - - - - - - - -

Institutional Monthly Option – Div. - - - - - - - -

Institutional Option Dividend – Daily - - - - - - - -

Institutional Option Dividend – Qrtly. - - - - - - - -

Institutional Option Dividend - - - - - - - -

Ratio of Recurring Exps to Net Assets 0.55% 0.55% 0.55% 0.60% 0.60% 0.60% 2.00% 1.50%

Ratio of Recurring Exps to Net Assets- - - - - - - - -Institutional Plan-Annualised

68


Short Term Fixed Index Fund Long Term Sweep Plan Fixed FixedPlan Maturity Plan Maturity Maturity

Plan – One Year One YearYearly 5 Plan – Plan –

Series 6@@ Series 7^

Historical Per Unit StatisticsDate of Allotment October 25, March 22, February 26, March 28, March 6, July 21, August 19,

2001 2002 2002 2002 2002 2003 2002

NAV at the beginning of the year (Rs.) 8.3278 10.5508 10.6555 10.3140

Growth Option 11.2323 10.8643 - 11.3634 - - -

Dividend Option 10.7561 - - - - - -

Monthly Option - - - - - - -

Quarterly Option - - - - - - -

Half Yearly Option - - - - - - -

Institutional Option - Growth 11.2345 - - - - - -

Institutional Monthly Option – Div. - - - - - - -

Institutional Option - Dividend - - - - - - -

@@@ Net Income per unit 0.32 0.27 0.73 0.79 0.27 1,267.89 NA

Dividends - - - - - - -

Dividend Option (weekly) - - - - - - -

Institutional Dividend (Weekly) - - - - - - -

Monthly Option 0.5830 - - - - - -


Half yearly Option - - - - - - -

Half yearly Option - Institutional - - - - - - -

Fortnightly Dividend Option 0.3578 - - - - - -

Institutional Fortnightly Dividend Option 0.3795 - - - - - -

Institutional Monthly Dividend Option 0.3650 - - - - - -

Institutional Daily Dividend Option - - - - - - -

Dividend Option Daily - - - - - - -

Transfer to Reserves - - - - - - -

Compounded Annualised Returns 8.42% 6.87% 19.14% 13.95% 4.80% 12.68%* NA(Based on NAVs of Growth Option)Benchmark Index Crisil Short $ Nifty Crisil Crisil $ $

Term Bond Composite Liquid FundFund Bond Fund Index

Index

Return compared to Benchmark Index 0.32% # 2.46% 0.13% -0.22% # #

Net Assets end of period (Rs. Crore) 2786.54 5.64 15.85 253.04 39.39 0.02 1.29

NAV at the end of the period - 11.1080 13.3416 12.2666 10.7917 11.2684 NA

Growth Option 11.7425 - - - - - -

Dividend Option 10.6457 - - - - - -

Dividend Option (Daily) - - - - - - -

Dividend (Fortnightly) 10.6314 - - - - - -

Monthly Option - - - - - - -


Half yearly Option - - - - - - -

Institutional Option Growth 11.7579 - - - - - -

Institutional Option Dividend 10.8849 - - - - - -

Institutional Fortnightly Option –Dividend 10.8705 - - - - - -

Institutional Option Dividend – Daily - - - - - - -

Institutional Option Dividend – Quarterly - - - - - - -

Ratio of Recurring Exps to Net Assets 1.00% 0.60% 1.25% 0.60% 1.00% 0.60% 0.60%

Ratio of Recurring Exps to Net Assets-I 0.80% - - - - - -nstitutional Plan-Annualised


69

Flexible Income Flexible Income Dynamic Plan SPICE Fixed Maturity Floating RatePlan Plus Plan Plan – Yearly 12 Plan

Historical Per Unit StatisticsDate of Allotment Sep. 27, 2002 May 22, 2003 Oct. 31, 2002 Jan. 10, 2003 Mar. 17, 2003 Mar. 28, 2003NAV at the beginning of the year (Rs.) 10.7745 # 10.2799 30.4342 10.0046Growth Option - - - - 10.0191 -Dividend Option - - - - - - Monthly Option - - - - - - Quarterly Option - - - - - - Half Yearly Option - - - - - - Institutional Option - Growth - - - - 10.0208 - Institutional Monthly Option – Div. - - - - - - Institutional Option - Dividend - - - - - -@@@ Net Income per unit 0.47 0.51 5.78 5.76 0.42 0.41Dividends 0.8000 - - - - - Dividend Option (weekly) - - - - - - Institutional Dividend (Weekly) - - - - - - Monthly Option - - - - - - Quarterly Option - - - - - - Half yearly Option - - - - - - Half yearly Option - Institutional - - - - - -Fortnightly Dividend Option - - - - - -Institutional Fortnightly Dividend Option - - - - - -Institutional Monthly Dividend Option - - - - - -Institutional Daily Dividend Option - - - - - -Dividend Option Daily - - - - - -Transfer to Reserves - - - - - -Compounded Annualised Returns 18.09% *7.13% *76.86% *46.17% *4.03% *2.89%(Based on NAVs of Growth Option)Benchmark Index I-Sec I-Sec Nifty BSE SENSEX $ CRISIL Liquid

Composite Composite FundIndex Index

Return compared to Benchmark Index -0.45% 0.88% 14.25% 2.17% # 0.34%Net Assets end of period (Rs. Crore) 1,790.38 53.39 114.37 21.52 45.53 37.86NAV at the end of the period 10.7132 17.6863 49.0973 - 10.2889Growth Option 11.9337 10.4032Dividend Option 11.0856 - - - - -Dividend Option (Daily) - - - - - -Dividend (Fortnightly) - - - - - -Monthly Option - - - - - -Quarterly Option 11.0856 - - - - -Half yearly Option - - - - - -Institutional Option Growth - - - - 10.4369 -Institutional Fortnightly Option –Dividend - - - - - -Institutional Monthly Option – Dividend - - - - - -Institutional Option Dividend – Daily - - - - - -Institutional Option Dividend – Quarterly - - - - - -Institutional Option Dividend - - - - - -Ratio of Recurring Exps to Net Assets 1.00% 0.50% 2.00% 0.80% 0.75% 0.75%Ratio of Recurring Exps to Net Assets- - - - - 0.20% -Institutional Plan-Annualised

Notes:1) Returns since inception are for the growth plan in each case.2) While arriving at Net Income per unit, Income Equalisation Reserve and mark to market has not been considered and it is calculated on the basis of

closing units as of October 20, 2003.3) 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 are computed for the financial year.* Fixed Maturity One Year Plan – Series 6, Fixed Maturity Plan – Yearly 12, Prudential ICICI Flexible Income Plus Plan, Prudential ICICI Dynamic Plan,

SENSEX Prudential ICICI Exchange Traded Fund and Prudential ICICI Floating Rate Plan have not completed one year since the date of their launch.Returns are computed in absolute terms and for Growth Options only from the date of allotment. The NAV on the date of allotment is taken as Rs.10for computation of returns

** Un-audited.*** All the units holder under the scheme Prudential ICICI Gilt Fund Treasury 1 Year Plus Plan and Prudential ICICI Fixed Maturity Quarterly Plan Series 3,

Prudential ICICI Fixed Maturity Yearly Plan Series 3 & 8 have redeemed and units are nil as on 31/08/03# These Schemes were launched during the year and these schemes were not in existence at the beginning of the year.## Dividend was declared under ICICI Premier for all the unitholders as on July 25, 1995 @Rs. 0.80 per unit. For computation of returns NAV of ICICI

Premier has been considered after adjusting the dividend declaration.### All the units holder of Growth Option under the scheme Prudential ICICI Fixed Maturity Plan Half Yearly Series I have redeemed their units on 25/06/

2003, thus returns have been calculated on the basis of the NAV of dividend option after adjusting for the dividend declared.$ Appropriate benchmark index is not available.@ As these schemes were launched before the launch of the respective benchmarks, Benchmark indices returns are not provided@@ All the unitholders under Prudential ICICI Fixed Maturity Plan – One Year Plus Series – 6 have redeemed their units on July 14, 2003 and there was

fresh subscription on July 21, 2003 at Rs. 10.00, hence, simple absolute returns have been calculated for the period of 10 days.@@@ The Net Income per unit mentioned has excluded Income equalisation & marked to market calculated on the basis of market value of net assets of

the Scheme on the valuation date, divided by the number of units outstanding on that date. It may be noted that, as it merely indicates the netincome per unit on the valuation date calculated based upon prevailing market value of the investment of the scheme on the given date, it is subjectto vary from time to time and does not reflect any income / loss of the scheme.

^̂ The Institutional Option under Prudential ICICI Fixed Maturity Plan – Quarter Series 1 has been redeemed as of the date of this report. Hence the NAVfor the end of period is not provided.

^ All the unit-holders under the Scheme Prudential ICICI Fixed Maturity Plan - Yearly Series 3, Half yearly Series 2, Quarterly Series 3 and Yearly Series 7have redeemed their units and thus the unit balance as on October 20, 2003 is nil.

70


SECTION VIUNITHOLDERS RIGHTS & SERVICES

a) Investor Services

The Fund believes in providing the investors with a superior service to make the investors’ experience in dealing withthe Fund an efficient and satisfactory one. In order to achieve these goals, the Fund will endeavour to continuouslyestablish and upgrade systems to handle transactions efficiently and resolve any investor grievances promptly.

b) Ease of Transactions

The Fund intends to make every transaction for the investor a simple and convenient one. The Fund plans to providethe following services: -

i) Customer Service Centres in major metros

The AMC presently has Customer Service Centres in 5 main cities and various other cities. Over a period of time,the AMC may add further Customer Service Centres and/or sales offices in other cities. Unitholders can go tothese Service Centres / Sales Offices for enquiries and transactions during business hours.

ii) Process transactions in a timely manner

Under the Regulations, the Fund/ the Registrar / AMC shall despatch to the Unitholders the dividend warrants, if any,within thirty days of the date of declaration of dividend and the Redemption proceeds within ten Business Days fromthe date of acceptance / deemed acceptance of the request for Redemption or repurchase proceeds, as the case maybe.

Under normal circumstances, the Fund will endeavour to complete all monetary transactions within 2 Business Daysfrom the date of acceptance of a transaction request. Ordinarily, non-monetary transactions or requests will beprocessed, (with the exception of issue of Unit certificates) within 7 Business Days. Investors should note thatcompletion of monetary/ non-monetary transactions within 2/ 7 Business Days as indicated above would be done on“best efforts” basis and completion of all such transactions are subject to the time limits as prescribed under theRegulations.

c) Problem Resolution

The Fund will follow-up with Customer Service Centres and Registrar on complaints and enquiries received frominvestors for resolving them promptly.

For this purpose, Mr. Gautam Guha has been appointed the Investor Relations Officer. He can be contacted at theCorporate Office of the AMC. The address and phone numbers are:

Contractor Building 3rd Floor41, R. Kamani MargBallard Estate, Mumbai 400 038Phone: (91)(22) 22679676/ 22697989/ 22692929Fax: (91)(22) 22679677e-mail: [email protected]

d) Information about the Scheme

The Fund will publish an abridged summary of an audited annual report of the Scheme as on March 31 of each year,and an abridged Scheme wise annual report shall be mailed to all Unitholders, not later than six months from March31 of 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 and September30, publish its unaudited financial results in one English daily newspaper circulating all India and in a newspaperpublished in the language of the region where the Head Office of the Fund is situated and update the same on AMC’swebsite at www.pruicici.com within 60 days from the close of each half year, in the prescribed format.

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 a newspaperpublished in the language of the region where the head office of the mutual fund is situated.

The AMC can send the annual report, portfolio statement, account statements and other correspondence using e-mailas an alternate mode of communication, with the consent of the unit holders.

e) NAV Information

The NAV of the Scheme will be calculated daily and announced by the Fund on each Business Day. The information onNAV may be obtained by the Unitholders, on any day, by calling the office of the AMC or any of the Customer ServiceCentres or on the website of the AMC www.pruicici.com. The Fund will use its best endeavour to publish NAVs daily,in at least two daily newspapers. Further, the AMC shall endeavour to publish Purchase and Redemption prices ofUnits daily in a newspaper with all India circulation.


71

AMC shall update the NAVs on the website of Association of Mutual Funds in India - AMFI (www.amfiindia.com) by8.00-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.

f) Disclosure of information under the Regulations

The Fund will, not later than six months after the close of each financial year (March 31), publish through anadvertisement, an abridged Annual Report relating to the Scheme and mail to the Unitholders an abridged schemewise annual report. It is anticipated that the first such publication will be for the period ending March 31, 2004.Further, the full text of the Annual Report will be available for inspection at the office of the Fund. A copy of theAnnual Report will be sent to Unit holders, free of cost, on specific request.

The Fund shall before the expiry of one month from the close of each half year, that is as on March 31 and September30, publish its unaudited financial results in one English daily newspaper circulating all India and in a newspaperpublished in the language of the region where the Head Office of the Fund is situated and update the same on AMC’swebsite at www.pruicici.com within 60 days from the close of each half year, in the prescribed format.

The AMC can send the annual report, portfolio statement, account statements and other correspondence using e-mailas an alternate mode of communication, with the consent of the unit holders.

g) Rights of Unit holders of the Scheme :

1. Unit holders 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 Unit holders as are essential in order to keep them informedabout 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 the Unit holdersof the Scheme of the Fund and any change in the appointment of the AMC shall be subject to the prior approval ofSEBI and the Unit holders of the Scheme.

4. The Trustee is obliged to convene a meeting on a requisition of 75% of the Unit holders of the Scheme.

5. 75% of the Unit holders 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 Unit holders:

a) whenever required to do so by SEBI, in the interest of Unit holders

b) whenever required to do so on the requisition made by three-fourths of the Unit holders 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 andexpenses payable or any other change which would modify the scheme and affects the interests of unit holders iscarried out unless:

– a written communication about the proposed change is sent to each Unitholder and

– an advertisement is given in one English daily newspaper having nationwide circulation as well as in 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.

9. Annual report containing accounts of the AMC would be displayed on the websites of the Fund (i.e. www.pruicici.com)Unitholders, if they so desire, may request for the annual report of the AMC.

h) Duration of the Scheme/Winding up

The duration of the Scheme is perpetual. The AMC, the Fund and the Trustee reserve the right to make such changes/alterations in the Scheme (including the charging of fees and expenses) offered under this Offer Document to theextent permitted by the applicable Regulations. However, in terms of the Regulations, a Scheme may be wound upafter 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

Where the Scheme is so wound up, the Trustee shall give notice of the circumstances leading to the winding up of theScheme to:

72


1. SEBI and,

2. In two daily newspapers with circulation all over India and in one vernacular newspaper with circulation in Mumbai.

On and from the date of the publication of notice of winding up, the Trustee or the Investment Manager, as the casemay be, shall:

1. Cease to carry on any business activities in respect of the Scheme so wound up;

2. Cease to create or cancel Units in the Scheme;

3. Cease to issue or redeem Units in the Scheme.

i) Procedure and manner of Winding up

The Trustee shall call a meeting of the Unitholders 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 up ofthe 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, the balanceshall be paid to Unitholders in proportion to their respective interest in the assets of the Scheme, as on the date thedecision 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 Scheme beforewinding up, net assets available for distribution to the Unitholders and a certificate from the auditors of the Fund.

Notwithstanding anything contained herein above, the provisions of the Regulations in respect of disclosures of half-yearly reports and annual reports shall continue to be applicable until winding up is completed or the Scheme ceasesto 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

The following information is provided only for general information purposes. In view of the individual nature of taxbenefits, each investor is advised to consult with his or her own tax consultant with respect to the specific taximplications arising out of their participation in the scheme.

The Scheme’s auditors, N. M. Raiji and Co. have confirmed that based on the law in force, the following benefits mayaccrue to the respective assesses:

a) TO THE FUND

The Income of the Fund registered under Securities and Exchange Board of India Act, 1992 (15 of 1992) orregulations made thereunder 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.

The Finance Act 2003 has amended the provisions of section 115R of the Act, whereby the Mutual Fund will beliable to pay additional income tax at the rate of 12.5% plus applicable surcharge, on the income distributed bythe Fund.

In view of the above amendment made by the Finance Act 2003, the Fund not being an open-ended equityoriented fund would be liable to pay additional tax on the income distributed by it on or after April 1, 2003.

b) TO THE UNITHOLDERS

i) INCOME RECEIVED FROM MUTUTAL FUND

Finance Act 2003 has inserted section 10(35), whereby any income received in respect of units of MutualFund specified under clause (23D) of section 10, in respect of Assessment Year 2004-2005 will be exemptfrom income tax in the hands of the unit holders. Further, it has been clarified that income arising fromtransfer of units of Mutual Fund shall not be exempt under section 10(35).

In view of the amendment, no tax would be payable by unit holders in respect of income distributed by theFund and no tax needs to be deducted at source thereon by the Fund.

ii) LONG TERM CAPITAL GAINS ON TRANSFER OF UNITS

• For Individuals and HUFs

Long-term Capital Gains in respect of Units held for a period of more than 12 months will be chargeableunder section 112 of the Act, at a rate of 20% plus surcharge, asif applicable. Capital gains would becomputed after taking into account cost of acquisition as adjusted by Cost Inflation Index notified by


73

the Central Government and expenditure incurred wholly and exclusively in connection with suchtransfer.

In the case, where taxable income as reduced by long term capital gains is below the exemption limit,the long term capital gains will be reduced to the extent of the shortfall and only the balance long termcapital gains will be charged at the flat rate of 20% plus surcharge, as may be applicable.

It is further provided that an assessee will have an option to apply concessional rate of 10%, plussurcharge, provided the long term capital gains are computed without substituting indexed cost in placeof cost of acquisition.

• For Partnership Firms, Non-Residents, Indian Companies/Foreign Companies

Long-term Capital Gains in respect of Units held for a period of more than 12 months will be chargeableunder section 112 of the Act at a rate of 20% plus surcharge, as may be applicable. Capital gains wouldbe computed after taking into account cost of acquisition as adjusted by Cost Inflation Index notified bythe Central Government and expenditure incurred wholly and exclusively in connection with suchtransfer.

It is further provided that an assessee will have an option to seek concessional rate of 10%, plussurcharge, as applicable, to long term capital gains computed without adjusting for cost for indexation.

• For Non-resident Indians

Under section 115E of the Act for non-resident Indians, income by way of long-term capital gains inrespect of Units is chargeable at the rate of 20% plus applicable surcharge. Such long-term capital gainswould be calculated without indexation of cost of acquisition.

Non-resident Indians may opt for computation of long term capital gains as per section 112, which ismore beneficial.

• For Overseas Financial Organisations, including Foreign Institutional Investors fulfilling conditionslaid down under section 115AB (Offshore Fund)

Under section 115AB of the Act, income by way of long term capital gains in respect of units purchasedin foreign currency held for a period of more than 12 months will be chargeable to tax at the rate of10%, plus surcharge, as may be applicable. Such gains would be calculated without indexation of costof acquisition.

iii) SHORT TERM CAPITAL GAINS

Short term Capital Gains in respect of Units held for a period of not more than 12 months is added to thetotal income. Total income including short-term capital gains is chargeable to tax as per the relevant slabrates.

Income Tax Rates

The maximum tax rates applicable to different categories of assessees are as follows:Resident individuals and HUF 30% plus surchargePartnership Firms 35% plus surchargeIndian companies 35% plus surchargeNon Resident Indians 30% plus surchargeForeign Companies 40% plus surcharge

As per the Finance Act 2003, a surcharge of 2.5% on the income tax would be applicable for all categories ofassesses except in the case of individuals and HUF. With regards to individuals and HUF having a total incomeexceeding Rs. 850,000, a surcharge of 10% has been levied by the Finance Act 2003.

iv) SHORT TERM CAPITAL LOSSES

According to sub-section (7) of section 94, 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 three months from such record date, then capital losses arising fromsuch sale to the extent of dividend or income received or receivable on such units, which are exempt underthe Act, will be ignored for the purpose of computing his income chargeable to tax.

v) TAX DEDUCTION AT SOURCE• For Income in respect of units:

In view of the amendments made by the Finance Act 2003 in section 10(35), section 194K and section196A, no tax shall be deducted in respect of any income credited or paid on or after April 1, 2003 inrespect of units of the Fund.

• 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).

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(ii) In respect of Non- Resident Unit holders:Under section 195 of the Income Tax Act, 1961, tax shall be deducted at source in respect of capitalgains as under:

a. In case of non resident other than a company any other person -• Long term capital gains 20% plus surcharge• Short term capital gains 30% plus surcharge

b. In case of foreign company -• Long term capital gains 20% plus surcharge• Short term capital gains 40% plus surcharge

c. In case of Offshore Fund as defined in 115AB –• Long term capital gains 10% plus surcharge

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 at therate provided in the Finance Act of the relevant year or at the rate provided in DTAA whichever ismore beneficial to the assessee.

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

Under section 54EC of the Act

As provided under section 54EC of the Income Tax Act, 1961, where an assessee has made capital gainsfrom the transfer of units held in Mutual Fund Scheme for a period exceeding 12 months and theassessee has any time within a period of 6 months after the date of such transfer, invested the whole ofthe capital gains in the long term specified assets i.e., in bonds redeemable after 3 years issued by theNational Bank for Agriculture and Rural Development, or by the National Highways Authority of India orby the Rural Electrification Corporation Limited or by National Housing Bank or by the Small IndustriesDevelopment Bank of India, such capital gains shall be exempted from tax on capital gains under section54EC of the Income Tax Act 1961. However, if the assessee has invested only a part of the capital gains,he will be eligible for the proportionate exemption.

Under section 54ED of the Act

Under Section 54ED, capital gains arising from the transfer of units held in the Mutual Fund Scheme fora period exceeding 12 months will be exempt, if the assessee has, any time within a period of 6 monthsafter the date of such transfer, invested the whole of the capital gains in acquiring equity shares formingpart of an eligible issue of capital. However, if the assessee has invested only a part of the capital gains,he will be eligible for the proportionate exemption. An eligible issue of capital means an issue of equityshares offered for subscription to the public by a public company formed and registered in India.

vi) INVESTMENTS BY CHARITABLE AND RELIGIOUS TRUSTS IN THE PLAN

Units of a Mutual fund Scheme referred to in clause 23D of section 10 of the Income Tax Act, 1961,constitute an eligible avenue for investment by charitable or religious trusts per rule 17C of the Income TaxRules, 1962, read with clause (xii) of sub-section (5) of section 11 of the Income Tax Act, 1961.

vii) WEALTH TAX

Units held under the Mutual Fund Scheme are not treated as assets within the meaning of section 2(ea) ofthe Wealth Tax Act, 1957 and are, therefore, not liable to Wealth-Tax.

k. UNCLAIMED REDEMPTION / DIVIDEND AMOUNT

The unclaimed Redemption amount may be deployed by the Mutual Fund in call money market or money market instrumentsonly and the investors who claim these amounts during a period of three years from the due date shall be paid at theprevailing Net Asset Value. After a period of three years, this amount will be transferred to a pool account and theinvestors can claim the amount at NAV prevailing at the end of the third year. The income earned on such funds will beused for the purpose of investor education. The AMC will make a continuous efforts to remind the investors throughletters to take their unclaimed amounts. Further, the investment management fee charged by the AMC for managingunclaimed amounts shall not exceed 50 basis points.

Unclaimed Dividend / Redemptions in respect of the open ended funds normally represent the time lag between fundingof the respective accounts (with bank) by the AMC and the time taken for presentation of redemption/dividend warrants bythe investors. No significant delay in the process is noticed. Hence the details in respect of open-ended funds is notmentioned.

Details in respect of Prudential ICICI Premier are given below -

As of March 31, 2003 As of October 20, 2003

Unclaimed Redemption Amount Rs. 8.28 Crores in respect Rs. 7.39 Crores in respectof 36,632 investors of 33190 investors

Unclaimed Dividend Amount Rs.0.03 Crores Rs. 0.03 Crores


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SECTION VIIOTHER MATTERS

a) UNITHOLDER GRIEVANCES REDRESSAL MECHANISM

Investor grievances/ correspondences are normally received at AMC office or at the Customer Service Centres or directly bythe Registrar. All grievances/ correspondence/ requests are forwarded to the Registrar for necessary action. The complaints/correspondence is closely followed up with the Registrar to ensure timely redressal and prompt investor service. Givenbelow is the complaint history for the last three fiscal years:

ICICI Premier ICICI Power #

01/04/2000 to 31/03/2001Complaints/ Requests received during the period 4549 2491Redressed during the period 4545 2485Pending 4 6

01/04/2001 to 31/03/2002Complaints/ Requests received during the period 1011 1209#Redressed during the period 1011 1215#Pending as on March 31, 2002 4 Nil

01/04/2002 to 31/03/2003Complaints/ Requests received during the period 700 Not applicableRedressed during the period 699 Not applicablePending as on March 31, 2003 5 Not applicable

01/04/2003 to 20/10/2003Complaints/ Requests received during the period 337 Not applicableRedressed during the period 329 Not applicablePending as on October 20, 2003 13 Not applicable

The above two funds are closed ended funds and were launched in 1994. Further, ICICI Premier was rolled over for afurther period of 5 years in February 1999 and is open for repurchase w.e.f. February 7, 2001. The pending investorcomplaints / requests pertain to, inter-alia, Issue of duplicate certificates, non receipt of certificates, non receipt of redemption/dividend warrants, revalidation of dividend warrants, name correction, change of address of the Unitholder, registration ofdeath cases, registration of Power of Attorney, transfer/transmission of Units etc. All investor grievances are normallyredressed within a period of 15 days of their receipt, subject to the information furnished by the Unitholder is completeand accurate. If such information is not provided/not available with the Registrars to the above Schemes, the matter isfurther followed up with the investors. Investor complaints are continuously monitored with the Registrar to the Schemes.

The details relating to the fifteen open ended schemes launched by the Fund in June 1998, February 1999, July 1999,September 1999, January 2000, September 2000, December 2000 and April 2001 are as under:

Data relating to the period July 1998 to October 20, 2003

Scheme Complaints Complaints ComplaintsReceived Redressed Pending

Prudential ICICI Growth Plan 500 500 NilPrudential ICICI Income Plan 1005 1005 NilPrudential ICICI Liquid Plan 148 148 NilPrudential ICICI FMCG Fund 402 402 NilPrudential ICICI Tax Plan 397 397 NilPrudential ICICI Gilt Fund 129 129 NilPrudential ICICI Balanced Fund 478 478 NilPrudential ICICI Technology Fund 1986 1986 NilPrudential ICICI Monthly Income Plan 111 111 NilPrudential ICICI Fixed Monthly Plan 17 17 NilPrudential ICICI Child Care Plan 173 173 NilPrudential ICICI Power 128 128 NilPrudential ICICI Short Term Plan 3 3 NilPrudential ICICI Long Term Plan NIL NIL NilPrudential ICICI Sweep Plan NIL NIL NilPrudential ICICI Flexible Income Plan 7 7 NilPrudential ICICI Dynamic Plan 10 10 NilPrudential ICICI Floating Rating Plan 0 0 NilPrudential ICICI Index Fund-S&P CNX Nifty Plan 8 8 NilSensex Prudential ICICI Exchange Traded Fund NIL NIL Nil

Total 5502 5502 Nil

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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.) during theprevious three financial years are as follows:

(Amount in Rupees)

Scheme name/Nature of investment Apr. 1, 2003 to F.Y 2002-2003 F.Y. 2001-2002 F.Y. 2000-2001Oct. 20, 2003

Amount Amount Amount

Investment in Bonds of ICICI Bank Ltd.ICICI Premier - - - 10,154,285Prudential ICICI Income Plan 877,832,962 818,794,702 1,027,466,435 526,108,245Prudential ICICI Balanced Fund - - 17,991,012 18,873,656Prudential ICICI Liquid Plan 111,021,104 10,891,898 39,359,762 186,921,910Prudential ICICI Short Term Plan 59,076,800 58,913,072 61,800,122 -Prudential ICICI Monthly Income Plan - - - 50,771,423Prudential ICICI Flexible Income Plan 99,533,400

Investment in NSE Linked Mibor Deposits /Term Deposit of ICICI Bank LtdPrudential ICICI Liquid Plan 5,000,000,000 200,000,000 1,500,000,000 -Prudential ICICI Short Term Plan - - - -Prudential ICICI Power - - 20,000,000 -ICICI Premier - - 20,000,000 -Prudential ICICI Balanced Fund - - 80,000,000 -Prudential ICICI Floating Rate Fund - 5,000,000,000 - -Fixed Maturity Plan – Yearly Series 12 21,700,000 - - -Prudential ICICI Flexible Income Plan - 50,000,000 - -

Investment in equity shares of Erstwhile ICICI LtdICICI Power Nil Nil Nil NilPrudential ICICI Tax Plan Nil Nil Nil NilPrudential ICICI Index Fund Nil Nil 1,031,715 Nil

Investment in equity shares of ICICI Bank LtdPrudential ICICI Index Fund 4,032,072 3,491,370 592,862 NilSensex Prudential ICICI Exchange Traded Fund 10,929,553 6,327,798 Nil Nil

TOTAL 6,184,125,891 6,148,418,840 2,768,241,908 792,829,519

% to the net assets of the Mutual Fund 4.46% 6.77% 4.19% 1.69%

Underwriting obligations with respect to issues of Associate Companies:

The AMC has, till date, not entered into any underwriting contracts in respect of any public issue made by any of itsassociate companies.

Subscription in issues lead managed by ICICI Securities Ltd. [erstwhile ICICI Securities & Finance Company Limited (I-Sec)](Amount in Rupees)

Name of the Scheme F.Y. 2000-2001 F.Y. 2001-2002 F.Y 2002-2003 April 1, 2003 toOct. 20, 2003

ICICI Premier Nil Nil Nil NilPrudential ICICI Power Nil Nil Nil *6,675,000Prudential ICICI Income Plan 700,000,000 50,000,000 200,000,000 NilPrudential ICICI Liquid Plan 600,000,000 250,000,000 Nil NilPrudential ICICI Growth Plan Nil Nil Nil *21,925,000Prudential ICICI Tax Plan Nil Nil Nil *2,187,500Prudential ICICI Monthly Income Plan Nil Nil Nil *6,100,000Prudential ICICI Balanced Fund 50,000,000 Nil Nil *6,087,500Prudential ICICI Dynamic Plan Nil Nil Nil *5,712,500

TOTAL 1,350,000,000 300,000,000 200,000,000 Nil

* ICICI Securities Ltd. [erstwhile ICICI Securities & Finance Company Limited (I-Sec)] was a lead manager to the public issue of Maruti Udyog Ltd. along withother lead managers. It may be noted that, Prudential ICICI Mutual Fund has subscribed to the said issue through JM Morgan Stanley Securities Pvt. Ltd.This declaration has been made as a matter of disclosure to the investors.

Subscription in issues lead managed by ICICI Bank Limited(Amount in Rupees)

Name of the Scheme F.Y. 2001-2002 F.Y 2002-2003 April 1, 2003 toOct. 20, 2003

Prudential ICICI Income Plan 72,728,496 Nil Nil

Prudential ICICI Liquid Plan 23,142,034 1,450,000,000 Nil

Prudential ICICI Short Term Plan Nil 603,220,568 Nil

Prudential ICICI Monthly Income Plan 36,628,268 445,762,855 Nil

Prudential ICICI Flexible Income Plan Nil 300,000,000 Nil


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Subscription in issues lead managed by ICICI Capital Services Limited(Amount in Rupees)

Name of the Scheme F.Y. 2001-2002 F.Y 2002-2003 April 1, 2003 toOct. 20, 2003

Prudential ICICI Income Plan 540,000,000 Nil NilPrudential ICICI Short Term Plan 10,000,000 Nil Nil

The above investments were considered sound. Before making an investment, AMC evaluated the same on merits and onarms’ length basis and in accordance with the objectives of the scheme.

Transactions with Associate Companies:(Amount in Rupees)

F.Y.2000-2001 F.Y. 2001-2002 F.Y. 2002-2003 April 1, 2003 toOct. 20, 2003

ICICI Bank Limited – Bank ChargesICICI Premier Nil 470 Nil NilPrudential ICICI Power Nil 3345 15 460,579Prudential ICICI Income Plan 556,012 1,724,925 1,326,708 496,771Prudential ICICI Liquid Plan 890,864 1,839,595 889,394 258,089Prudential ICICI Growth Plan 873,445 755,177 827,049 460,579Prudential ICICI FMCG Fund 729,701 674,607 427,000 NilPrudential ICICI Tax Plan 773,856 620,145 1501 258,079Prudential ICICI Gilt Fund – Treasury 378,505 901,716 825,762 55,579Prudential ICICI Gilt Fund – Investment 748,544 949,692 889,297 325,579Prudential ICICI Gilt Fund –1 Year plus Nil 150 Nil NilPrudential ICICI Balanced Fund 763,247 724479 825,500 460,579Prudential ICICI Technology Fund 815,647 879,799 831,405 55,589Prudential ICICI Monthly Income Plan 243,150 901065 825,665 460,579Prudential ICICI Fixed Maturity Plan Quarterly series 1 50,000 37,707 Nil NilPrudential ICICI Fixed Maturity Plan Quarterly series 2 Nil 4,979 50 NilPrudential ICICI Fixed Maturity Plan Quarterly series 3 Nil 15,748 Nil NilPrudential ICICI Fixed Maturity Plan Half-Yearly series 1 Nil 150 Nil NilPrudential ICICI Fixed Maturity Plan Half-Yearly series 2 Nil 150 Nil NilPrudential ICICI Fixed Maturity Plan Yearly series 1 Nil 150 Nil NilPrudential ICICI Fixed Maturity Plan Yearly series 2 Nil 150 Nil NilPrudential ICICI Fixed Maturity Plan Yearly series 3 Nil 200 661 NilPrudential ICICI Fixed Maturity Plan Yearly series 4 Nil Nil Nil NilPrudential ICICI Fixed Maturity Plan Yearly series 5 Nil 248 Nil NilPrudential ICICI Child Care Plan-Gift Plan Nil 3,644 350 NilPrudential ICICI Child Care Plan-Study Plan Nil 12,681 730 NilPrudential ICICI Short Term Plan Nil 423,699 825,715 460,579Prudential ICICI Flexible Income Plan Nil Nil 398,750 460,579Prudential ICICI Dynamic Plan Nil Nil 112 460,579Prudential ICICI Floating Rating Plan Nil Nil Nil 135,000Prudential ICICI Long Term Plan 55,589

ICICI Bank Limited – BrokeragePrudential ICICI Income Plan 8,816 1,396,509 18,404,188 10,663,975Prudential ICICI Liquid Plan 23,058 3,530,911 13,452,007 7,410,652Prudential ICICI Growth Plan 74,949 945,779 1287401 1,563,206Prudential ICICI FMCG Fund 9,654 9,095 36,865 153,490Prudential ICICI Tax Plan 5,536 104,654 182,185 104,422Prudential ICICI Gilt Fund – Treasury 353 26,546 147,943 26,618Prudential ICICI Gilt Fund – Investment 688 145,086 4,448,085 2,574,741Prudential ICICI Balanced Fund 69,119 64,065 371,333 343,537Prudential ICICI Technology Fund 74,429 103,779 688,780 395,156Prudential ICICI Monthly Income Plan 2,269 119,431 2,178,352 709,872Prudential ICICI Fixed Maturity Plan Quarterly series 1 Nil 11,171 11,929 1,944Prudential ICICI Fixed Maturity Plan Quarterly series 2 117,707 1,308 11,668 6,709Prudential ICICI Fixed Maturity Plan Quarterly series 3 Nil 139,294 4676 270Prudential ICICI Fixed Maturity Plan Half-Yearly series 1 Nil 15,815 39,558 809Prudential ICICI Fixed Maturity Plan Half-Yearly series 2 Nil 949 977 305Prudential ICICI Fixed Maturity Plan Yearly series 1 Nil 239 109,263 1,262Prudential ICICI Fixed Maturity Plan Yearly series 2 Nil Nil 8,611 809Prudential ICICI Fixed Maturity Plan Yearly series 3 Nil Nil 98,754 145,555Prudential ICICI Fixed Maturity Plan Yearly series 4 Nil 33 88 66Prudential ICICI Fixed Maturity Plan Yearly series 5 Nil 1,719 156,198 46,342Prudential ICICI Fixed Maturity Plan Yearly series 6 Nil Nil 378,438 NilPrudential ICICI Fixed Maturity Plan Yearly series 7 Nil Nil 600 NilPrudential ICICI Child Care Plan-Gift Plan Nil 93,326 368,251 197,719Prudential ICICI Child Care Plan-Study Plan Nil 49,857 240,792 167,723

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Prudential ICICI Power Nil 360 82,382 3,661,973Prudential ICICI Index Fund Nil Nil 29,945 20,174Prudential ICICI Long Term Plan Nil Nil 137 313Prudential ICICI Flexible Income Plan Nil Nil 2,512,861 3,042,771Prudential ICICI Dynamic Plan Nil Nil 1,402,785 1,731,922Prudential ICICI Floating Rate Plan Nil Nil 995 90,482Prudential ICICI Short Term Plan Nil Nil 15,237,064 5,183,326

ICICI Infotech Services Limited – Service ChargesICICI Premier 751,000 583,330 1,597,609 744,864ICICI Premier Redeemed Nil 19,930 671,043 301,487Prudential ICICI Balanced Fund - - - 74,190Prudential ICICI Dynamic Plan - - - 186,711Prudential ICICI Flexible Income Plan - - - 216,974Prudential ICICI Floating Rate Plan - - - 1,729Prudential ICICI Flexible Income Plus Plan - - - 56Prudential ICICI FMCG Fund - - - 25,450Prudential ICICI Fixed Maturity Plan – Half Yearly - - - 117Prudential ICICI Fixed Maturity Plan – Half Yearly 2 - - - 550Prudential ICICI Fixed Maturity Plan – Quarterly - - - 1,132Prudential ICICI Fixed Maturity Plan – Quarterly Series 2 - - - 269Prudential ICICI Fixed Maturity Plan – Quarterly Series 3 - - - 467Prudential ICICI Fixed Maturity Plan – Yearly Series 1 - - - 77Prudential ICICI Fixed Maturity Plan – Yearly Series 12 - - - 3,800Prudential ICICI Fixed Maturity Plan – Yearly Series 2 - - - 837Prudential ICICI Fixed Maturity Plan – Yearly Series 3 - - - 699Prudential ICICI Fixed Maturity Plan – Yearly Series 5 - - - 2,102Prudential ICICI Fixed Maturity Plan – Yearly Series 6 - - - 388Prudential ICICI Child Care Plan – Gift Option - - - 25,295Prudential ICICI Gilt fund – Investment Option - - - 57,426Prudential ICICI Gilt Fund – Treasury Option - - - 6,031Prudential ICICI Growth Plan - - - 160,921Prudential ICICI Income Plan - - - 1,068,762Prudential ICICI Liquid Plan - - - 337,351Prudential ICICI Long Term Plan - - - 316Prudential ICICI Monthly Income Plan - - - 291,617Prudential ICICI Power - - - 242,129Prudential ICICI Short Term Plan - - - 129,214Prudential ICICI Child Care Plan – Study Plan - - - 26,322Prudential ICICI Tax Plan - - - 81,501Prudential ICICI Technology Fund - - - 204,186

ICICI Capital Services Limited – BrokeragePrudential ICICI Power Nil 93 297 NilPrudential ICICI Income Plan 8,949487 13,376,665 54,912 NilPrudential ICICI Liquid Plan 2,959812 6,894,164 Nil NilPrudential ICICI Growth Plan 1,471,248 775,807 89,950 NilPrudential ICICI FMCG Fund 87,149 53,229 508 NilPrudential ICICI Tax Plan 118,162 75,314 774 NilPrudential ICICI Gilt Fund – Treasury 365,289 538,777 Nil NilPrudential ICICI Gilt Fund – Investment 683,334 2,248,509 Nil NilPrudential ICICI Balanced Fund 800,532 407,530 1,281 NilPrudential ICICI Technology Fund 1,804,955 1,954,540 8,648 NilPrudential ICICI Monthly Income Plan 448,893 1,350,164 2,849 NilPrudential ICICI Fixed Maturity Plan Quarterly series 1 14,589 282,228 Nil NilPrudential ICICI Fixed Maturity Plan Quarterly series 2 Nil 280,957 Nil NilPrudential ICICI Fixed Maturity Plan Quarterly series 3 Nil 97,344 Nil NilPrudential ICICI Fixed Maturity Plan Half-Yearly series 1 Nil 263,080 Nil NilPrudential ICICI Fixed Maturity Plan Half-Yearly series 2 Nil 40,312 Nil NilPrudential ICICI Child Care Plan – Gift Plan Nil Nil 1,656 NilPrudential ICICI Child Care Plan – Study Plan Nil Nil 2,176 Nil

ICICI Brokerage Service Limited –brokerage on secondary market transactionsPrudential ICICI Premier 3,425 Nil Nil NilPrudential ICICI Balanced Plan Nil 9,000 666,606 80,816Prudential ICICI Growth Plan Nil 191,000 958,939 425,409Prudential ICICI Power Nil 2,000 188,388 531,303Prudential ICICI FMCG Fund Nil Nil 181,297 76,828Prudential ICICI Tax Plan Nil 2,000 131,833 57,383Prudential ICICI Technology Plan Nil 72,000 70,270 131,250Prudential ICICI Monthly Income Plan Nil Nil 185,121 462,763Prudential ICICI Child Care Plan – Gift Plan Nil Nil 4736 39,268Prudential ICICI Child Care Plan – Study Plan Nil Nil 7,329 4,200Prudential ICICI Dynamic Plan Nil Nil 148,729 606,359


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ICICI Securities Ltd. (erstwhile ICICI Securities and Finance Co. Ltd.)brokerage on secondary market transactionsPrudential ICICI Dynamic Plan Nil Nil 5,940 Nil

ICICI Securities Ltd. (erstwhile ICICI Securities and Finance Co. Ltd.)BrokeragePrudential ICICI Income Plan 11,073,162 11,843,754 5,013,417 202,173Prudential ICICI Liquid Plan 199,485 4,791,362 61,087 7,899Prudential ICICI Growth Plan 18,051,819 1,365,584 85,833 390Prudential ICICI FMCG Fund 398,987 278,856 350,693 1,536Prudential ICICI Gilt Fund – Treasury 652,634 310,339 915,425 NilPrudential ICICI Gilt Fund – Investment 739,749 808,124 488,396 41,078Prudential ICICI Balanced Fund 8,177,865 2,195,439 1,047,772 46,441Prudential ICICI Technology Fund 4,194,879 396,549 10,196 3,661Prudential ICICI Tax Plan Nil 155 38 34Prudential ICICI Monthly Income Plan Nil 1,278 433 237Prudential ICICI Fixed Maturity Plan Quarterly series 1 Nil 274 Nil NilPrudential ICICI Short Term Plan Nil Nil 556,652 NilPrudential ICICI Flexible Income Plan Nil Nil 113,550 NilPrudential ICICI Power Nil Nil 386,599 Nil

ICICI Web Trade Ltd. BrokeragePrudential ICICI Growth Plan Nil 190188 65,558 61,431Prudential ICICI Income Plan Nil 1,549 100,224 64,550Prudential ICICI Liquid Plan Nil Nil 30,358 24,252Prudential ICICI FMCG Fund Nil 921 17,816 22,691Prudential ICICI Tax Plan Nil 1,182 18,649 19,236Prudential ICICI Balanced Fund Nil 301 19,825 19,477Prudential ICICI Technology Plan Nil 6,140 96,558 117,996Prudential ICICI Gilt Treasury Nil Nil 2,522 1,404Prudential ICICI Gilt Investment Nil Nil 19,178 12,661Prudential ICICI Monthly Income Plan Nil Nil 14,535 13,645Prudential ICICI Short Term Plan Nil Nil 6,981 4,717Prudential ICICI Power Nil Nil 34,638 111,086Prudential ICICI Flexible Income Plan Nil Nil 7,878 8,570Prudential ICICI Dynamic Plan Nil Nil 116,879 89,868

ICICI Web Trade Limited – brokerage on secondary market transactionsPrudential ICICI Growth Plan Nil Nil 4,582 Nil

Way2Wealth Securities Pvt. Ltd.Prudential ICICI Power Nil Nil 13,190 840,084Prudential ICICI Growth Plan Nil Nil 296,840 64,114Prudential ICICI Income Plan Nil Nil 2,179,850 606,629Prudential ICICI Liquid Plan Nil Nil 334,862 154,493Prudential ICICI FMCG Fund Nil Nil 1,168 869Prudential ICICI Tax Plan Nil Nil 19,215 8,009Prudential ICICI Balanced Fund Nil Nil 21,361 6,871Prudential ICICI Technology Plan Nil Nil 310,26 40,131Prudential ICICI Gilt Treasury Nil Nil 7730 3,144Prudential ICICI Gilt Investment Nil Nil 273,439 148,858Prudential ICICI Monthly Income Plan Nil Nil 870,075 164,562Prudential ICICI Fixed Maturity Plan – Quarterly I Nil Nil (14,409) 1,611Prudential ICICI Fixed Maturity Plan – Quarterly II Nil Nil 51 21Prudential ICICI Fixed Maturity Plan – Quarterly III Nil Nil 29 NilPrudential ICICI Index Fund Nil Nil 9,167 1,161Prudential ICICI Short Term Plan Nil Nil 931,228 868,651Prudential ICICI Child Care Plan – Gift Plan Nil Nil 46,186 14,456Prudential ICICI Child Care Plan – Study Plan Nil Nil 38,778 14,866Prudential ICICI Flexible Income Plan Nil Nil 38,849 131,657Prudential ICICI Dynamic Plan Nil Nil 39,621 132,418

The percentage of brokerage paid to ICICI Brokerage Services Limited (IBSL) was @0.26% and for ICICI Web Trade Ltd. @0.15% of transaction value andthe same was in line with the norms relating to brokerage payments for secondary market transactions of the Fund. The total business given to IBSLamounted to Rs.14.098 lakhs, Rs.1,391.54 lakhs, Rs.8,106.27 lakhs and 12,927.72 lakhs during the year 1999-2000, 2000-2001, 2001-2002 and 2002-2003 respectively. Further, during the period from April 1, 2003 to October 20, 2003, total business given to IBSL amounted to Rs. 13,366.35 lakhs. Further,IBSL was paid a sum of Rs. 305,650 in connection with the rollover of ICICI Premier scheme towards service charges, in the year 1998-99. During the periodfrom April 1, 2000 to October 20, 2003, total business given to ICICI Web Trade Ltd. and ICICI Securities Limited amounted to Rs.449.52 Lakhs and Rs.30.05Lakhs respectively.

Dealings with Associate Companies

The AMC may, from time to time, for the purpose of conducting its normal business, use the services of the Sponsor,subsidiaries of its Sponsors/ associate companies of AMC. Such entities as on the date of this document include ICICIBank, a scheduled commercial bank, ICICI Infotech Services Limited, a registrar and transfer agent; ICICI Brokerage ServicesLimited, a brokerage house, ICICI Venture Funds Management Company Limited, a venture funds management company,

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ICICI Securities and Finance Company Limited (I Sec), an investment bank, ICICI Prudential Life Insurance Company Limitedcarrying out insurance business, ICICI Web Trade Limited an online brokerage firm and Way2Wealth Securities PrivateLimited. The AMC may utilize the services of these group companies and any other subsidiary or associate company of theSponsors/AMC established or to be established at a later date in case such an associate company is in a position to providethe requisite services to the AMC. The AMC will conduct its business with the aforesaid companies on commercial termsand on an arm’s length basis and at the then prevailing market rates to the extent permitted under the applicable lawsincluding the Regulations, after an evaluation of the competitiveness of the pricing offered by the associate companiesand the services to be provided by them.

Associate transactions, if any carried out, will be as per the Regulations and the limits prescribed thereunder. The Regulationscurrently prescribe the following limits:

The mutual fund scheme shall not make any investment in;

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

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

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

The above restrictions and limits are also applicable to this Scheme. The AMC will, before investing in the securities of thegroup companies of the sponsor, evaluate such investments, the criteria for the evaluation being the same as is applied toother similar investments to be made under the Scheme. Investments under the Scheme in the securities of the groupcompanies will be subject to the limits under the Regulations.

C) Details of investments in companies that hold more than 5% of NAV of Schemes managed by the AMC, as onOctober 20, 2003:

Hero Honda Limited

Name of Scheme Quantity Amount (Rs.) % of NAV

EquityPrudential ICICI Dynamic Plan 145,000 47,741,250 4.15Sensex Prudential ICICI Exchange Traded Fund 8,210 2,703,143 1.26Prudential ICICI Index Fund 6,052 1,992,621 1.25Prudential ICICI Monthly Income Plan 45,000 14,816,250 0.24

HCL Technologies Limited


EquityPrudential ICICI Index Fund 8,753 1,770,294 1.11Sensex Prudential ICICI Exchange Traded Fund 7,104 1,433,587 0.67Prudential ICICI Technology Fund 334,502 67,653,030 4.67

ICICI Bank Ltd.


Debentures / Bonds of erstwhile ICICI Ltd.)Prudential ICICI Liquid Plan 22,000 111,021,104 0.42Prudential ICICI Short term Plan 10,000 59,076,800 0.21Prudential ICICI Income Plan 160,000 877,832,962 2.44Prudential ICICI Flexible Income Plan 20,000 99,533,400 0.56

NSE Linked Mibor Deposits/Term DepositsPrudential ICICI Liquid Plan Not applicable 5,000,000,000 19.03Prudential ICICI FMP Yearly Series 12 Not applicable 21,700,000 4.77

EquityPrudential ICICI Index Plan 18,534 4,032,072 2.54Sensex Prudential ICICI Exchange Traded Fund 50,355 10,929,553 5.08

Maruti Udyog Limited


EquityPrudential ICICI Growth Plan 500,000 137,375,000 3.48

Indian Rayon and Ind. Limited


EquityPrudential ICICI Dynamic Plan 78,669 15,446,658 1.34

IDFC Limited


Debenture/Bonds /Commercial PapersPrudential ICICI Income Plan 4 223,836,333 0.62Prudential ICICI Short Term Plan 6 110,850,704 0.40


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Wipro Limited


EquityPrudential ICICI Index Fund 7,048 9,670,913 6.09Prudential ICICI Dynamic Plan 17,706 24,295,288 2.11Prudential ICICI Monthly Income Plan 12,298 16,874,701 0.28Prudential ICICI Technology Fund 76,300 104,695,045 7.22

Grasim Industries Limited


Debenture/Bonds/Commercial PaperPrudential ICICI Income Plan 270 935,002,181 2.60Prudential ICICI Short Term Plan 40 205,764,266 0.73Prudential ICICI Monthly Income Plan 500,020 119,737,133 1.98

EquityPrudential ICICI Index Fund 2,779 2,095,088 1.32Sensex Prudential ICICI Exchange Traded Fund 6,052 4,543,842 2.11Prudential ICICI Growth Plan 250,000 188,475,000 4.78

IDBI Bank


Debenture/Bonds/Commercial PaperPrudential ICICI Income Plan 33,005 1,532,414,269 4.27Prudential ICICI Liquid Plan 1,528,500 3,001,547,890 11.42Prudential ICICI Short Term Plan 12,500 1,257,025,110 4.47Prudential ICICI Monthly Income Plan 4,500 453,650,655 7.50Prudential ICICI Flexible Income Plan 4,500 487,542,580 2.73Prudential ICICI Balanced Fund 1,000 102,007,860 6.42

d) PENALTIES & PENDING LITIGATIONS

Cases of penalties awarded by SEBI under the SEBI act or any of its regulations or any other regulatory body against thesponsor of the mutual fund or any company associated with the sponsor in any capacity such as the asset managementcompany, trustee company/board of trustees, or any of the directors or key personnel of the asset management company andtrustee company:

ICICI Bank: Nil.

ICICI : Nil

AMC: Nil

Prudential Plc.

Financial Services Authority (FSA)

In October 2001, following a visit in early 1999, the Personal Investment Authority fined the Company £650,000. Thisrelated to delays in paying redress to supplement the pensions of those who had retired and the benefits of thebeneficiaries of those who had died, and to its record keeping.

M&G

Following a regular Inland Revenue Personal Equity Plans(PEP) audit, M&G have reached agreement to pay the following:

- missing application forms - £550- incorrect handling of void PEPs - £3205- accepting “paid for” as well as “free” shares during the take-on of Norwich Union windfall shares -

£600 + repayment of any wrongly claimed tax credits

Investment Management Regulatory Organisation (IMRO)

In December 1996, Prudential Personal Equity Plans Limited underwent an IMRO disciplinary procedure.

In January 1997, the IMRO fined Prudential Personal Equity Plans Limited £70,000 for breaches of the Client MoneyRegulations and related breaches which had occurred several years before.

The breaches were caused through the inability of systems to cope automatically with crediting individual investors’accounts with dividends declared in respect of the underlying investments in personal equity plans. The dividends werehandled manually, were not credited in time and mistakes arose, requiring insignificant amounts of compensation to bepaid to investors.

Any pending material litigation proceedings, other than ordinary routine litigation incidental to the business of the mutualfund to which the sponsor of the mutual fund or any company associated with the sponsor in any capacity such as the AMC,

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Board of trustees/trustee company or any of the directors or key personnel is a party. Any pending criminal cases or economicoffence cases against the sponsor or any company associated with the sponsor in any capacity such as AMC, Board of Trustees/Trustee Company or any of the directors or key personnel.

AMC: One of the Investors under Prudential ICICI Growth Plan had made investment to the tune of Rs. 50,00,000 undersection 54EB of the Income Tax Act, 1961. In accordance with the legal opinion of the counsel of the Fund, the Fund is ofthe view that investments under section 54EB of the Income Tax Act, 1961 read with CBDT notification no. 10247 datedDecember 19, 1996 and the Offer Document of Prudential ICICI Growth Plan, the units had to be locked-in for a period ofseven years from the date of investment. However, the Investor had disputed this stand and had filed a petition againstPrudential ICICI Asset Management Company Limited as one of the respondents in the Honourable Delhi High courtseeking the direction of the Court for premature redemption of units. SEBI vide its order dated September 4, 2000,rejected the petitioner’s claim for premature redemption of units.

The Petitioner has subsequently approached the Securities Appellate Tribunal seeking release of money due uponredemption of units and payment of interest there on. The matter has been heard by the Tribunal and the Tribunaldismissed 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. This matter waslisted before Hon’ble Delhi High court for final arguments in the regular hearing list.

Mr. K S Mehta – A Director of AMC:

Mr. K S Mehta has been made party in some of the cases relating to dishonour of cheques issued Ms/. PaamPharmaceuticals Ltd, Delhi, in which he was a Director. The dishonour of cheques took place after he had resigned fromthe Board. He has never held any shares in the above company nor he was involved in any day-to-day affairs of thecompany. The matters are sub-judice.

ICICI Bank Ltd.:

There are no litigations whose likely outcome will have a material adverse effect on the operations of the Company.However, following are the pending litigation/disputes/defaults etc. against ICICI Bank as on December 16, 2002, listingout criminal prosecutions launched against ICICI Bank and/or its working Directors and Suits filed against ICICI Bankinvolving a claim amount of Rs. 10 lacs and more. (Claims involving an amount of less than Rs. 10 lacs are produced in thetable below).

1. Three criminal complaints have been filed against ICICI Limited (since merged with ICICI Bank Limited) before theMetropolitan Magistrate, Mumbai, under the Maharashtra Private Security Guards Act, 1981 on technical groundsthat security guards have been engaged from exempted security agencies even though ICICI Bank Ltd is registeredwith the Security Guards’ Board. ICICI Bank Ltd has earlier replied to the notices stating that registration is only inrespect of ICICI Bank’s residential quarters at Andheri and not in respect of other establishments of ICICI Bank Ltd.

2. Two criminal complaints have been filed against ICICI Bank Limited before the Metropolitan Magistrate, Mumbai,under the Maharashtra Private Security Guards Act, 1981, on technical grounds that security guards have beenengaged from unexempted security agencies. ICICI Bank Ltd has taken a stand that the exemption of securityagencies continued on account of High Court Order.

3. One case was filed by the Union of Security Guards at Bandra Kurla Complex against ICICI Limited (since merged withICICI Bank Limited) in the Industrial Court claiming difference in wages on the ground that ICICI Bank Ltd is engagingsecurity guards, which is not correct. ICICI Bank Ltd has filed a detailed reply inter alia pointing out that theengagement of security guards was for temporary period, which came to an end on September 30,2000. The Unionhad filed a writ petition in the Bombay High Court against the Order of the Industrial Court vacating the earlier statusquo order, which has been dismissed. The appeal filed by the Union in the Bombay High Court (Division Bench) hasbeen dismissed. The Union has withdrawn the case from the Industrial Court. The Union has raised an industrialdispute and thereafter has filed another writ petition in Bombay High Court inter alia seeking direction for referenceof the industrial dispute to Industrial Tribunal and restraining ICICI Bank Ltd from terminating the security guards. Nostay has been granted and the earlier order for maintaining status quo has expired. The said industrial dispute hasbeen referred to the Industrial Tribunal.

4. Walsons Industries Products Inc. has filed in the Mumbai High Court a suit against ICICI Limited (since merged withICICI Bank Limited) for recovery of US$653,000 alleging that three bills should be paid by ICICI Bank Ltd in terms of aletter of credit as done in the case of five previous bills since they formed part of the same transaction. ICICI Bank Ltdhas put up a defence stating that all documents received through Bank of Nova Scotia are on collection basis, eachone of them being an independent transaction by itself without any supporting commitment from ICICI Bank Ltdthrough the letter of credit. The court has granted us unconditional leave to defend the case.

5. Municipal Corporation of Greater Mumbai (BMC) has filed 5 cases against ICICI Bank for violating of Section 471 ofthe BMC Act read with Sec. 328-A on ground of non-payment of license fees for the illuminated sign boards at ICICIBank’s ATM centres. ICICI Bank filed a Writ Petition challenging the applicability of the provisions of Sec. 328 & 328-Aof BMC Act in respect of the ATM Centres. The Writ Petition stood dismissed. As against the dismissal order, ICICIBank filed a Special Leave Petition on November 14, 2002 in the Supreme Court.


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6. A suit has been filed by M.B. Industries Limited a with the High Court at Kolkata claiming a decree of Rs.10.25 croresfrom ICICI Limited (since merged with ICICI Bank Limited), IDBI and IFCI in 1997. ICICI Bank’s share of the total claimamount is approximately Rs. 2 crores. The Kolkata High Court has not granted any relief to the company. Howeverleave was granted to ICICI Bank, IDBI and IFCI to file recovery suits against the company. IDBI as the lead, has filedjoint suit with ICICI Bank and IFCI before DRT, Kolkata, against the company. ICICI Bank’s claim in the suit is Rs. 191lakhs. IDBI as the lead, has filed application u/s 22 (1) of SICA before the BIFR for permission to continue with legalproceedings against the company. The BIFR has recently granted permission to continue with legal proceedingsagainst the company. The BIFR has recently granted permission to continue with legal proceedings against thecompany. The suit is adjourned to January 17, 2003.

7. Shri Vijay Shankar Prasad one of the debenture holder of Lloyds Finance & Investment Co. Ltd. had filed a Criminalcomplaint against the company its officials and has also impleaded Shri K V Kamath, MD & CEO of ICICI Bank Ltd.Summons were issued for personal appearance of Shri Kamath against which we have filed an application underSection 205 of CRPC before the Magistrate Court and the same has been allowed. We have also filed criminal revisionpetition before the Sessions Judge and the Hon’ble Judge has admitted the revision application, called for the recordsfrom the Magistrate Court and hence the proceedings before the Magistrate Court has been stayed. The matter isposted on January 3, 2003.

8. A criminal complaint has been filed before the Metropolitan Magistrate at Ahmedabad by a Debenture holder ofWestern India Shipyards Limited, against the Company, its Directors and against us as Debenture Trustees. The basiccomplaint arises out of forfeiture of amounts paid by the Debenture holder for Partly Convertible Debentures allottedto her since call money has not been paid. This is a civil matter and the complaint is likely to be dismissed. ICICI BankLtd has filed a petition in the Hon’ble High Court of Gujarat for quashing of the criminal complaint. The Hon’ble HighCourt of Gujarat has stayed the criminal proceedings qua ICICI Bank Ltd and its Nominee Director.

9. The Peerless General Finance & Invest. Co. Ltd., one of the debenture holder of Essar Oil Ltd. (in which ICICI Ltd.which has been merged with ICICI Bank Ltd. (ICICI Bank) is acting as trustees) has filed a suit against Essar Oil Ltd. andothers before the City Civil Court, Calcutta for non-receipt of redemption amount and interest. ICICI Bank has beenimpleaded as Defendants. We have filed our Written Statement before the City Civil Court, Kolkata.

10. A suit was filed by Anagram Finance Limited in November 1998 for recovery of a sum of Rs.6.83 crores from EZY SlideFasterners Limited. Summonses have been served on the EZY Slide Fasterners Limited. They have not filed appearanceand ICICI Bank is going to pray for a decree. EZY Slide Fasteners Limited filed a separate suit for recovery of Rest 7.18cores, being the loss allegedly suffered by them on account of breach by Anagram of Subscription Agreement datedApril 4,1995 for subscribing to 420,000 Zero Interest Fully Convertible Debentures. The matter has not come up forarguments till date.

11. The Union of contract labourers has raised an industrial dispute and thereafter filed a writ petition in the BombayHigh Court inter alia seeking direction for reference of the industrial dispute to the Industrial Tribunal and forcontinuation of arrangement of payment of wages in the meantime beyond December 31, 2001. However, the Highcourt has not extended the date of the said arrangement. The said industrial dispute has been referred to theIndustrial Tribunal.

12. A complaint was filed against Wipro Limited and all its Directors including Mr. K.V. Kamath, in his capacity as NomineeDirector on the Board Wipro Limited before the Court of Judicial Magistrate, Bhavanagar by the Gujarat PollutionControl Board alleging that effluents were being discharged without proper treatment. Shri K. V. Kamath isManaging Director and CEO of ICICI Bank Limited. Shri K.V. Kamath was not a director of Wipro Limited as on thedate of alleged offence. Special Leave Petition on behalf of the directors is filed before the Supreme Court challengingthe order of the High Court of Gujarat dismissing the application for quashing the said complaint. The Special LeavePetition has been admitted and the criminal complaint has been stayed.

13. A shareholder of erstwhile ICICI since merged with ICICI Bank Ltd. had filed a complaint before the ConsumerRedressal Forum, Hyderabad District against ICICI Infotech Services Limited regarding transfer of five shares in spite ofstop transfer request by him. The District Forum dismissed his complaint. The shareholder appealed against the Orderof the District Forum and the appeal was admitted by the A.P State Consumer Disputes Redresal Commission anddirected ICICI Bank Ltd to pay compensation and costs. An amount of Rs. 12,500/- was accordingly paid to thecomplainant . However, the shareholder also has filed a criminal complaint against ICICI Bank Ltd and ICICI InfotechServices Ltd, before the XI Metropolitan Magistrate, Secunderabad and the The Hon’ble magistrate has referred thematter to Marredpally Police Station, Secunderabad for investigation. We have filed a quash petition before theHon’ble High Court of Andhra Pradesh (APHC) for quashing the criminal complaint filed before the XI MetropolitanMagistrate, Secunderabad and APHC has granted stay on the investigations being undertaken by the policedepartment till further orders.

14. ICICI Bank Ltd has filed a joint suit together with other banks and financial institutions in DRT Delhi against EsslonSynthetics Ltd. and its Managing Director (in his capacity as guarantor) for recovery of dues, The guarantor has filed acounter claim for an amount of Rs. 100 crore against ICICI Bank Ltd and other parties to the suit who weresignatories to the hiving off arrangement of the Company’s Fibres Division and LML Limited (Scooters Division) intoseparate companies.

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15. A joint suit was filed by all lenders with IFCI as the lead against Best Boards Limited for recovery of dues in DRT, Delhi.The Company has filed a counter claim of Rs. 600 lacs against all lenders (including ICICI Bank Ltd) on the ground thatIFCI, as the lead institution, refused to give its consent for sale of the plant & machinery and has alleged that therewere prospective buyers who were willing to pay a sum of Rs. 600 lacs thereby causing loss to the Company.

16. Pelicorp Limited has filed a criminal complaint against ICICI Bank Limited and Mr. H.N.Sinor, Joint Managing Directorof ICICI Bank Limited and the writ petition has been filed for quashing the said complaint and high court has grantedinterim stay on the criminal complaint.

17. A complaint was filed against Wipro Limited and all its director including Mr. Nachiket Mor, in his capacity as NomineeDirector on the Board of Wipro Limited before the Court of Judicial Magistrate, Jalgaon by the Food Inspector, Foodand Drug Administration alleging that the Vanaspati produced did not contain the specified requirements. Mr.Nachiket Mor is Executive Director of ICICI Bank Limited. Special Leave Petition on behalf of the Directors is filedbefore the Supreme Court Challenging the order of the High Court of Maharashtra dismissing the application forquashing the said complaint, the same is admitted and the criminal complaint has been stayed.

18. A Criminal Complaint has been filed against ICICI Bank Limited and Mr. H.N. Sinor, Joint Managing Director of ICICIBank Limited before the Chief Judicial Magistrate, Jaipur for offense for wrongful dishonor of cheques. We have filedrevision before the High Court at Jaipur. The Hon’ble Court was pleased to admit the revision and stay theproceedings pending before the Chief Judicial Magistrate.

19. Shri Madan Gopal one of the debenture holders of Modern Denim Ltd. has filed a criminal complaint against thecompany its officials and has also impleaded Shri N Vaghul, Chairman of ICICI Bank Ltd. Summons were issued forpersonal appearance of Shri Vaghul against which ICICI Bank has filed an application under Section 205 of CrPCbefore the Magistrate Court (enclosing a medical certificate) and the same has been allowed. We have also filed acriminal revision petition before the Sessions Judge and the Hon’ble Judge has admitted the revision application,called for the records from the Magistrate Court and hence the proceedings before the Magistrate Court have beenstayed. The matter is posted on January 02, 2003.

20. A Criminal Complaint has been filed before the Metropolitan Magistrate’s 26th Court at Borivli, Mumbai by Ms DipaliGopani against ICICI Home Finance Company Limited, Shri K V Kamath, Shri Vaghul, Smt Gupte, Shri S Mukherji, SmtMorparia, and certain other Directors of erstwhile ICICI Limited. A Criminal Application has been filed on behalf of thesaid five Directors and all other Directors in the Bombay High Court for quashing the complaint and in the interim forstay of the complaint against the Directors. The High Court has disposed of the said Criminal Application onDecember 13, 2002, after recording the statement of the Complainant that she would be withdrawing the Complaintagainst all Directors except those who are Directors of ICICI Home Finance Company Limited.

21. On April 12, 1999 ICICI had filed a suit before Hon’ble Bombay High Court (being Suit no 2203 of 1999) againstMardia Chemicals Limited [MCL] for recovery of outstanding amount of Rs 135 crores (approx). Thereafter on July 16,2002 ICICI issued a notice under the Securitisation And Restructuring Of Financial Assets & Enforcement of SecurityInterest Ordinance, 2002 demanding payment of outstanding amount of Rs 293.49 crores. Thereafter on August 30,2002 MCL has filed a suit in the City Civil Court at Ahmedabad against ICICI Bank Limited, Shri K V Kamath & SmtLalita D Gupte for purported amount of Rs.56,31,44,00,000/-. We have been advised that the suit filed is not tenable,bad in law and motivated steps being adopted by MCL to thwart our recovery proceedings. We have filed anapplication under Order 7 Rule 11 of the Code of Civil Procedure for the dismissal of the suit on the grounds oflimitation, jurisdiction and no cause of action against ICICI Bank Limited, Shri Kamath and Smt Gupte. We have beengranted time to file our written statement till December 17, 200. The matter is coming up for hearing on December11, 2002.

22. On October 30, 2002, Shin-etsu Chemicals Private Limited [Shin-etsu] filed a suit before Supreme Court of New York(being Complaint no. 603711of 2002) against ICICI Bank Limited [ICICI Bank] for compensatory damages of US$1,000,000 plus interest for the alleged dishonouring by ICICI Bank of the letter of credit issued by ICICI Bank infavour of Shin-etsu. ICICI Bank has not agreed to make payments under the Letter of Credit as one of the terms of theLetter of Credit has not been complied with. We have on record a legal opinion from our Solicitors confirming thatICICI Bank was well within their rights not to make payments under the Letter of Credit. The reply to the complainthas been drafted by our counsel which is being filed.

23. A criminal complaint has been filed by the Inspector of Legal Metrology at Andheri, Mumbai Court for violation ofRule 8(1)(a) and (b) of Weights and Measures (Packaged Commodities) Rules, 1977 against Godrej ConsumerProducts Limited and all its directors including Mr. Anupam Puri, a non-whole-time director of ICICI Bank, for notkeeping the area surrounding the quantity declaration on a pack of Shaving Cream free from printed information. Theoffence is compoundable under the provisions of the Weights and Measures (Packaged Commodities) Rules, 1977and the said Company has applied for the same.”

24. In April 2001, a suit has been filed against Vision Organics Limited for recovery of Rs. 31.27 crores before DRT,Ahmedabad. In the said suit the Company has filed a counter claim against the Bank for Rs 23 Crores and recentlypaid Court Fees after the Bank raised the objection.


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(Rs. in crores)

Sr. Nature of claim Cases with Cases withNo. monetary Claim no specific

monetaryclaim

Number Amount Number

1. Suits/legal proceedings filed by shareholders/ bond 214 0.28 232holders of ICICI Bank Limited

2. Suits/legal proceedings filed by debenture holders against 12 11.29 190ICICI Bank Limited as Debenture Trustees.

3. Suits filed by lessees/hirers seeking injunction against ICICI Bank Limited 139taking possession of vehicles pursuant to lease/hire purchase agreementsand other suits filed by retail customers.

4. Miscellaneous suits/ legal proceedings in the course of business. 63 0.53 50

Any deficiencies in the systems and operations of the sponsor of the mutual fund or any company associated with the sponsorin any capacity such as the AMC or the trustee company which SEBI has specifically advised to be disclosed in the offerdocument, or which has been notified by any other regulatory agency.

Capital Markets : ICICI Bank acts as bankers to the market offerings of companies on account of raising of equity or debt,buy back of equity and for acquisition of equity on account of takeovers. These companies are required to maintain thesubscription funds with the bankers to the offering until the allotment of shares/buy back of shares and the refund ofexcess subscription is completed. This process generally takes about 15 to 30 days, resulting in short-term deposits withICICI Bank.

SEBI had issued a notice in the matter of North Star Gems (India) Ltd to show cause as to why Bhadra, Ahmedabad branchof the erstwhile Bank of Madura should not be suspended from conducting merchant banking activities for a period of 6months. ICICI Bank filed its detailed reply with SEBI. SEBI in terms of their Order dated October 16, 2002 took note of thefact that RBI had not indicated any malafide actions on the part of bank officials and also the fact that the Bank had takendisciplinary action against the concerned employees and issued a warning to Bhadra Branch of ICICI Bank with furtherdirection to that Branch to act with due skill, care and diligence while acting as Banker to an Issue.

Debenture Trusteeship: The erstwhile ICICI Limited had provided debenture trusteeship services since 1983, and acted astrustee for the holders of convertible and non-convertible debentures issued in the public and private markets. DuringSEBI’s inspection of the Debenture Trustee operations of the erstwhile ICICI Limited, observations on certain shortcomingswere made by SEBI in its inspection report. The erstwhile ICICI Limited had initiated suitable action based on SEBI reportand had submitted a detailed reply to SEBI. The matter is being examined by SEBI. The erstwhile ICICI Limited hadsubsequently, with a view to exit this business, been divesting the portfolio of debenture trusteeship in favour of otherdebenture trustees. ICICI Bank continues to act as a debenture trustee for the remaining companies for which theerstwhile ICICI Limited were debenture trustees. ICICI Bank has been permitted by SEBI to act as a debenture trustee.

SUBSIDIARIES

1. ICICI Securities and Finance Company Limited (ICICI Securities): ICICI Securities was set up in February 1993 toprovide investment-banking services to investors. ICICI Securities has three main business lines-

• Corporate advisory and Mergers and Acquisitions

• Fixed income; and

• Equities

With the merger of erstwhile ICICI Limited with ICICI bank becoming effective, ICICI Bank holds 99.92% of the sharecapital of ICICI Securities. ICICI Securities is a Merchant Banker, Underwriter and Portfolio Manager registered with SEBI.Also ICICI Securities is a Primary Dealer registered with RBI engaged in acquisition and trading of Government Securities.

Currently ICICI Securities provides services such as issue management underwriting, placement of debt and equity,corporate advisory services including mergers, amalgamations and spin offs, capital structuring, valuations and fairnessopinion reports and as a Primary Dealer actively involved in money market operations, and trading in securities. It alsoprovides specialised services in the areas of private equity syndication and privatisation of government entities. In addition,ICICI Securities has a research team, which identifies investment opportunities and provides timely investment advice toclients. ICICI Securities is amongst the largest arranger of funds in Debt and Equity segments and also amongst theleading advisors in Mergers and Acquisitions. It is also amongst the highest capitalized Investment Banks in India with networth of Rs.3,191.80 million as on March 31, 2002.

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ICICI Securities was awarded two penalty points by SEBI for non-submission of Letter of Offer in the Rights issues ofSiroplast Limited and Thane Electricity Supply Co. Ltd. during 1995 and one penalty point for non-submission of post-issue report in the Public Issue for Shree Rajasthan Texchem Ltd. Further, warning letters were issued by SEBI on October 2,1998 for lack of due diligence in the issue of Hindustan Motors Ltd. and on July 11, 2000 in connection withdissemination of information to investors in the issue of Cadila Healthcare Limited.

ICICI Securities was issued a warning letter by RBI on May 30, 2001 on the bouncing of SGL form on a governmentsecurities transaction on May 4, 2001. Before this, RBI had issued four such letters on January 9, 1997, February 23, 1999,June 13, 2000 and January 18, 2001. However penal action is initiated by RBI only in case of three consecutive instancesof bouncing in the period of six months i.e. April-Sept. and /or October-March. Hence no penal action was taken in aboveinstances.

RBI reduced the liquidity support limit for ICICI Securities by Rs.25 crore for a period of three months from October 7,2002 until January 6, 2003, for delayed submission of bid in the treasury bill auction conducted on September 25, 2002.Earlier, a reduction in the liquidity support limit by Rs.1.50 crore was imposed for shortfall in bidding commitment on April7, 2000, which was reset to original level with effect from October 9, 2000.

2. ICICI Investment Management Company Limited: ICICI Investment Management Company Limited (“ICICIInvestment Management”) had been incorporated on March 9, 2000 as a 100% subsidiary of erstwhile ICICI Limited(ICICI) and obtained certificate of commencement of business on March 14, 2000. The authorised share capital of ICICIInvestment Management is Rs.25 crore and the paid-up share capital is Rs.10,00,07,000. Consequent to theamalgamation of ICICI with ICICI Bank becoming effective on May 3, 2002, ICICI Investment Management has become a100% subsidiary of ICICI Bank.

The main object of ICICI Investment Management is to carry on the business activities in respect of the management ofmutual funds, unit trusts, offshore funds, pension funds, provident funds, venture capital funds, insurance funds, and toact as managers, consultants, advisors, administrators, attorneys, agents, or representatives of or for mutual funds, unittrusts, offshore funds, pension funds, provident funds, venture capital funds or insurance funds formed or established inIndia or elsewhere by ICICI Investment Management or any other person (whether incorporated or not) or by anygovernment, state, local authority, association, institution (whether incorporated or not) or any other agency ororganisation and to act as Financial Advisors and Investment Advisors, and to render such financial management, financialconsultancy and advisory services to individuals, companies, corporations, trusts and other entities as supplementalactivities of ICICI Investment Management and as do not conflict with the fund management activities.

ICICI Investment Management is the asset management company of “ICICI Securities Fund”, a Mutual Fund registeredwith the Securities and Exchange Board of India.

SEBI had issued a warning letter on May 22, 2000 to ICICI Investment Management for lack of due diligence whilesubmitting the offer document for ICICI CBO Fund-I.

Prudential plc.

Financial Services Authority (FSA)– Scottish Amicable

Following a visit in January 2001 the FSA raised concerns about the implementation by Scottish Amicable Life ofrequirements issued by the Personal Investment Authority in December 1999 concerning the sales of mortgageendowment policies.

The Company agreed to review policies sold since that date; the matter has not been concluded.

FSA - Prudential

The Prudential Assurance Company Limited has twice been criticised for failing to meet its pension mis-selling reviewdeadlines. The first occasion was by the FSA in 1997.

In December 1997, the FSA issued a section 60 notice and a public statement criticising the Company’s compliancearrangements with respect to its direct sales force.

London Stock Exchange

Prudential Corporation plc was publicly criticised by the London Stock Exchange in 1995 for the manner in which it dealtwith authorisation of a dealing by its then chief executive in Prudential shares.

Any enquiry/adjudication proceedings under the SEBI Act and the regulations made there under, against the sponsor of themutual fund or any company associated with the sponsor in any capacity such as the AMC, Board of Trustees/TrusteeCompany or any of the directors or key personnel of the AMC:


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Prudential Corporation plc

PIA investigations:

Prudential Assurance Company Limited: Following an article in “The Guardian” in August 1998 concerning possiblepensions mis-selling, the PIA will be investigating 2 cases.

SIB cases

Prudential Assurance Company Limited: A number of writs were issued from 1995 to 1997 in connection with the mis-selling of personal pensions, mainly where a personal pension was taken out in preference to occupational schememembership but in some cases where an occupational scheme benefit was transferred to a personal pension.

Some were for protective purposes pending review of the sale under the SIB guidance; others proceeded, and many havereached settlement via consent orders on the basis of payment of full compensation but without an admission of liability.

ITC Advertising Complaints Reports

(Pru Banking): Complaints were received in November/December 1997 from 3 viewers. An advertisement for a Prudential60 Day Notice Account offered a rate of 7.5% gross per annum on £10,000 and included the statement “you won’t find abetter rate of interest for £10,000”.

Two viewers objected that a “better rate” of 7.6% could be obtained on £10,000 in a Legal and General 60 day NoticeAccount. The third viewer objected that the rate of 7.5% in fact included a 1% loyalty bonus, which only applied after£10,000 had been held in the account for 12 months.

Assessment: Following a complaint on 17 October 1997, the ITC drew the Teletext’s attention that a higher rate of interestwas apparently being paid on a Legal and General account comparable to the Prudential’s. Teletext immediately removedthe Prudential advertisement from air pending investigations. These revealed that whilst Legal and General hadintroduced a rate of 7.6% on 10 October 1997, Prudential had not matched this rate until 17 October 1997. In addition,whilst Prudential’s advertising agency had, on 15 October 1997, requested Teletext to amend the rate to 7.6% from 20October 1997, press advertising for the Prudential account had reflected the higher rate on 17 October 1997.

Teletext confirmed that the headline rate was stated gross of a 1% loyalty bonus, which was only paid if the account wasstill open after 12 months and only two withdrawals had been made. They agreed that this was a significant conditionwhich should have been made clear and instructed that subsequent advertising for this Prudential account should includedetails.

The ITC agreed that the advertising had been misleading during the period the Legal and General had been offering ahigher rate than Prudential and considered that the omission of details about the 1% loyalty bonus had also rendered theadvertising misleading.

Teletext had already removed the advertisement from air and would not permit it to return until the relevant amendmentswere made.

The complaints were upheld.

Complaint via Trading Standards Department

The Prudential Assurance Company Limited: An objection (in 1998) was received via the Trading Standards Departmentto a leaflet that claimed “Save around £100 on home insurance”. The complainant, who was given a quote for £16 morethan his existing policy, challenged whether the savings were generally attainable.

Adjudication: The complaint was upheld. The advertisers submitted a summary of their research, which showed that ninetenths of customers who had switched their home insurance to Prudential had saved an average of £97.99. They arguedthat the claim was neither a price promise nor a guarantee that Prudential would always be the cheapest. The Authoritynoted that the leaflet stated elsewhere that “You could save money …..” It considered, however, that the claim impliedthat switching to the advertisers’ household insurance policies always saved customers money. Because that was not true,the Authority asked the advertisers not to use the claim again.

Complaints about advertisements in the national press

1 The Prudential Assurance Company Limited: An objection (in 1998) to a national press advertisement that washeadlined “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 table was headed “Monthly Rates (inc loyalty bonus)*” andquoted annual interest rates for those who have their interest paid monthly. A footnote stated “The rates include a loyaltybonus of 1% gross pa (0.8% net pa) calculated daily and paid annually on the anniversary date. This is paid provided theaccount is still open and in the preceding 12 months no more than two withdrawals have been made and the balance has

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not been less than £2,000.” The complainant objected that the advertisement was misleading because the loyalty bonuswas not paid until the anniversary date.

Adjudication: Complaint upheld. The advertisers said they believed the footnote explained that monthly interest wascalculated excluding the loyalty bonus but accepted that the presentation of the advertisement could be confusing. TheAuthority considered that the advertisement was misleading and it welcomed the advertisers’ intention to amend futureadvertisements to state monthly interest rates without the loyalty bonus, which they will show separately.

2 The Prudential Assurance Company Limited: An objection (in 1998) to a national press advertisement that washeadlined “Why you’ll be better off with Prudential because we’re No. 1 in our field”. The complainant challenged theclaim.

Adjudication: Complaint upheld. The advertisers submitted evidence 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 wasacceptable in relation to pensions and life insurance but considered that their information did not adequately substantiatethe general claim that the advertisers were “No. 1” in their field. The Authority asked the advertisers to specify in futurethe sectors in which they could show they were “No. 1”.

The Prudential Assurance Company Limited (PAC): LAUTRO approached PAC in April 1994 with a request for its co-operation in an informal review to validate LAUTRO’s pension rules for the future. Prudential agreed to co-operate.LAUTRO subsequently expressed various concerns about the Prudential’s approach to pension transfers. The review wasplaced on a formal footing in March 1995. Following further discussions with LAUTRO, LAUTRO agreed not to take anydisciplinary action and no charges were brought.

State of Florida (Division of Securities & Finance) fined National Planning Corporation (NPC) $10,000 for failing to registertwo branch offices. NPC were also required to sign a Stipulation and Consent Agreement.

OPRA fined Prudential Nominees Ltd (PNL) £5000 following a determination regarding the Ledo Limited Pension Plan (aSSAS) for which PNL is pensioneer trustee. The fine is in respect of failing to appoint an auditor and other proceduralfailures. We have asked for reconsideration at OPRA Council meeting in March 2002.

National Planning Corporation (NPC) have established a $6m claimants funds after agreement with New York AttorneyGeneral (NYAG). This follows NYAG investigation into sale of payphones and leaseback arrangements of ETS payphonesby representatives of NPC. NYAG allege that the sale constituted an unregistered securities offering.

Jackson National Life (JNL) have reached a settlement of Haggan case and the Andrews Dunn and Gales cases linked to itfor a sum of $10m. Finalised in January 2002 - the terms of the settlement are confidential and should not be disclosed tothird parties.

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 the purpose ofrepurchase, redemption of units or payment of interest or dividend to the Unitholders. Further, as per the Regulations, theFund shall not borrow more than 20% of the Net Assets of the Scheme and the duration of such borrowing shall notexceed a period of six months. The Fund may raise such borrowings after approval by the Trustee from any of its Sponsors/Associate/Group Companies/Commercial Banks in India or any other entity at market related rates prevailing at the timeand applicable to similar borrowings. The security for such borrowings, if required, will be as determined by the Trustee.Such borrowings, if raised, may result in a cost, which would be dealt with in consultation with the Trustees.

No borrowings have been raised under any of the schemes of the Fund, as of the date of this Offer Document.

f) STOCK LENDING BY THE MUTUAL FUND

Although, the Scheme per se will make investments in underlying schemes of the mutual fund, the policy in respect ofsuch underlying schemes of Prudential ICICI Mutual Fund that may consider engaging in the stock lending is laid down asunder:

Subject to the Regulations and the applicable guidelines, the Scheme and the Plans thereunder may, if the Trustee permits,engage in stock lending. Stock lending means the lending of stock to another person or entity for a fixed period of time,at a negotiated compensation. The securities lent will be returned by the borrower on expiry of the stipulated period.Please see Para_______on risks attached with stock lending. Each Plan, under normal circumstances, shall not have exposureof more than 50% of its net assets in stock lending. The Plan may also not lend more than 50% of its net assets to anyone intermediary to whom securities will be lent. The AMC shall report to the Trustee on a quarterly basis as to the level oflending in terms of value, volume and the names of the intermediaries and the earnings/losses arising out of the transactions,the value of collateral security offered etc.


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g) POLICY ON OFFSHORE INVESTMENTS BY UNDERLYING SCHEMES OF PRUDENTIAL ICICI MUTUAL FUND

Although, the Scheme per se will make investments in underlying schemes of the mutual fund, the policy in respect ofsuch underlying schemes of Prudential ICICI Mutual Fund that may consider investments in ADRs/GDRs issued by Indiancompanies is laid down as under:

SEBI Regulations currently permit mutual funds to invest in ADRs/GDRs issued by Indian companies and notified foreignsecurities subject to certain prescribed limits. SEBI vide its circular no. SEBI/MFD/CIR No.02 /6855/ 03 dated April 4, 2003have allowed the mutual funds to make investments in equity of listed overseas companies which have a shareholding ofat least 10% in an Indian company listed on a recognised stock exchange in India (as on January 31 of the year ofinvestment).

Accordingly, SEBI has permitted each mutual fund to invest up to 10% of their net assets as on January 31, 2003 forinvestment in foreign securities, subject to a maximum of US$ 50 million for each mutual fund irrespective of the size ofthe assets as specified in SEBI circular MFD/CIR/18/21826/2002 dated November 7, 2002 remains unchanged.

In terms of Annual Monetary and Credit Policy for the year 2003-2004, RBI has decided to accord general permission tomutual funds for their overseas investments within the overall cap - US $ 1.0 billion, once SEBI’s approval has beenobtained. This general permission will be available until further notice.

It is the Investment Manager’s belief that investment in ADRs/GDRs/ overseas securities offer new investment and portfoliodiversification opportunities into multi-market and multi-currency products. However, such investments also entail additionalrisks. Such investment opportunities may be pursued by the Investment Manager provided they are considered appropriatein terms of the overall investment objectives of the Scheme and the Plans thereunder. Since the Scheme and the Plansthereunder would invest only partially in ADRs/GDRs/overseas securities, there may not be readily available and widelyaccepted benchmarks to measure performance of the Scheme and the Plans thereunder. To manage risks associated withforeign currency and interest rate exposure, the Fund may use derivatives for efficient portfolio management includinghedging and in accordance with conditions as may be stipulated by SEBI/RBI from time to time.

Offshore investments will be made subject to any/all approvals, conditions thereof as may be stipulated by SEBI/RBI andprovided such investments do not result in expenses to the Fund in excess of the ceiling on expenses prescribed by andconsistent with costs and expenses attendant to international investing. The Fund may, where necessary, appoint otherintermediaries of repute as advisors, custodian/ sub-custodians etc. for managing and administering such investments. Theappointment of such intermediaries shall be in accordance with the applicable requirements of SEBI and within thepermissible ceilings of expenses. The fees and expenses would illustratively include, besides the investment managementfees, custody fees and costs, fees of appointed advisors and sub-managers, transaction costs, and overseas regulatorycosts.

H) INTER-SCHEME TRANSFERS

The Fund may undertake inter-Scheme transfers under the Scheme. If inter-scheme transfers are done, they will be affectedbased on the closing prices of the Principal Stock Exchange and in conformity with Regulations. In case of securities whichare not traded on the Principal Stock Exchange / any other exchange, the inter-scheme transfers will be effected based onfair 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 the purposeof giving effect to the Scheme and the Plans thereunder with power to the AMC to add to, alter or amend all or any of theterms and rules that may be framed from time to time, with the prior approval of the Trustees.

• Power to remove Difficulties

If any difficulty arises in giving effect to the provisions of the Scheme and the Plans thereunder, the Trustee may, subjectto the Regulations, take any action not inconsistent with such provisions, which appears to it to be necessary, desirableor expedient, for the 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 the features ofinvestment plans and terms of the Scheme after obtaining the prior permission of SEBI and the Unitholders (wherenecessary), and the same shall be binding on all the Unitholders of the Scheme and the Plans thereunder and any personor persons claiming through or under them as if each Unitholder or such person expressly had agreed that such featuresand terms shall be so binding.

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• DOCUMENTS AVAILABLE FOR INSPECTION

1. Memorandum and Articles of Association of the Trustee Company and the AMC

2. Custodian Agreement between Trustee and HDFC Bank

3. Investment Management Agreement

4. Trust Deed and amendments thereto

5. Mutual Fund Registration Certificate

6. Consent of Registrar to act in the said capacity

7. Consent of Auditors to act in the said capacity

8. Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 and amendments thereof from time totime.

9. Indian Trust Act, 1882

10. Letter Ref. No. EC CO OID. MF/19.16.151/99-2000 dated May 26, 2000 issued by Reserve bank of India as amendedfrom time to time; granting approval for investment in ADRs/ GDRs by the schemes of Prudential ICICI Mutual Fund.

11. Offer Documents / addendums of all the schemes of the mutual fund in which this Fund of Funds scheme proposesto make investments.

Notwithstanding anything contained in the offer document the provisions of the SEBI (Mutual Funds) Regulations,1996 and the Guidelines thereunder shall be applicable.

Note: The Scheme/ Plans under this Offer Document was approved by the Directors of Prudential ICICI Trust Limited bycirculation on July 17, 2003.

For and on behalf of the Board of Directors ofPrudential ICICI Asset Management Company Limited

Sd/-

Place : Mumbai Shailendra BhandariDate : October 24, 2003 Managing Director


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• AHMEDABAD: 401, Sears Towers, Nr. Panchawati, Gulbai Tekra, Ahmedabad 380 006. Tel: (079) 6421095/96, 6408960/ 9029 • BANGALORE: 15/16, Vayudooth Chambers, Ground Floor, Trinity Circle, M. G. Road, Bangalore 560 001. Tel:(080) 5323789, 5323675 • BARODA: 203 Dwarkesh Complex, RC Dutt Road, Baroda 390 007. Tel: (0265) 2322283 / 84• 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: OldNo:58, New No.126, 1st floor, TV Swamy Road (West), R.S. Puram, Coimbatore 641 002. Tel: (0422) 2543380/2543382/2543384 • GOA: Shop No. 7, Ground Floor, Kamat Chambers, Opp. Hotel Neptune, Menezes Braganza Road, Panjim 403001. Tel: (0832) 2424520/11 • HYDERABAD: L.B. Bhavan, 6-3-550 Somajiguda, (Opp. Medinova), Hyderabad 500082. Tel:(040) 55510099/100 • INDORE: 213-A City Center, 570 M.G. Road, Indore-452 001. Tel: (0731) 5043003 / 5043004• JAIPUR: 305, 3rd floor Ganpati Plaza, M.I. Road, Jaipur 302 001. Tel: (0141) 2388724, 2362257, 5106161 • KANPUR:206, Krishna Tower, 2nd floor, 15/63 Civil Lines, Opp. U. P. Stock Exchange, Kanpur 208001. Tel: (0512) 2303520/23/05• KOCHI: No. 6, 3rd floor, Emgee Square, M.G. Road, Kochi 682 035. Tel: (0484) 2353 199/2374 687 • KOLKATA: 124,Lords, 1st Floor, 7/1 Lord Sinha Road, Kolkata 700 071. Tel: (033) 2282 4077/82 • LUCKNOW: Office No.6, Ground Floor,Saran Chambers-I, 5 Park Road, Lucknow 226 001. Tel: (0522) 237923/717/711 • LUDHIANA: SCO 147, 4th Floor, FerozeGandhi Market, Ludhiana 141 001. Tel: (0161) 2413101/2/4 • MANGALORE: 1st Floor, S. L. Chambers, Near Bunt’s HostelRoad, Karangalpady, Magalore 575003. Tel: ( 0824) 2492179, 2491666 • MUMBAI: 3rd Floor, Sai Nara, North Avenue &Linking Road Junction, Santacruz (W), Mumbai 400 054. Tel: (022) 26052153/4, 26040211 • NAGPUR: C/o FortuneBusiness Centre, 1st Floor, 6 Vasant Vihar, West High Court Road, Shankar Nagar, Nagpur 440 010. Tel.: 98231 32903• NEW DELHI: 206, Ashoka Estate, 2nd floor, 24, Barakhamba Road, New Delhi 110 001. Tel: (011) 23752515/16/17/18• PATNA: 306, Ashiana Harnivas, Dak Bungalow Road, Patna 800 001. Tel: (0612) 2230 483, 2213632, 2204164 • PUNE:1184/4, 3& 4 Ground Foor, Gokul Nagar, Dyaneshwar Paduka Chowk, Fergusson college Road, Pune 411005. Tel: (020)4028844 • SURAT: C/o Aid Logical Clues Pvt. Ltd., 419 Lalbhai Contractor Complex, Nanpura, Surat 395001. Tel.9824272250 • THIRUVANANTHAPURAM: Room No 304, 3rd Floor Megabyte Business Center, Pulimmodu,Thiruvanathapuram. Tel: 9847042200 • VIJAYAWADA: 40-1-52/5,Ground Floor, Sai Nag Complex,Near Benz Circle,M.G.Road, Vijayawada 520 010. Tel: (0866) 5518882, 5516662, 9848050868 • VISAKHAPATANAM: G-8, Rams Plaza,Diamond Park Lane, Dwarkanagar, Visakhapatanam 530016. Tel: (0891) 5566 333, 5566 318, 2762 660, 9848194249 •AMRITSAR: 9814155441 • BHUBANESHWAR: 9861054007 • GUWAHATI: 9864025593 • HUBLI: 9845245837 •JALANDHAR: 9814533990 • JAMSHEDPUR: 9835039771 • KOTTAYAM: 9847247672 • NASIK: 9822652556 •RAIPUR: 9425204467 • RAJAMUNDRY: 5566999, 9848162789 • RAJKOT: 9824410233 • RANCHI: 9835039770.

PRUDENTIAL ICICI CUSTOMER SERVICE CENTRES

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