Prudential ICICI Income Multiplier Fund

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					Prudential ICICI Income Multiplier Fund
An open ended Debt Fund
Offer Document




Issue of Units of Rs.10/- per Unit at NAV based prices on an on-going basis.

Sponsores: Prudential plc (formerly known as Prudential Corporation plc) (through its wholly owned subsidiary, Prudential Corporation Holdings
Limited), Laurence Pountney Hill, London EC4R 0HH, UK; and ICICI Bank Limited (erstwhile ICICI Limited), Regd. Office: Landmark, Race Course
Circle, Vadodara 390 007, India.
Investment Manager: Prudential ICICI Asset Management Company Limited, Corp. Office: 8th Floor, Peninsula Tower, Peninsula Corporate Park,
Ganpatrao Kadam Marg, Off Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Regd. Office:12th Floor, Narain Manzil, 23, Barakhamba Road,
New Delhi - 110001
Trustee: Prudential ICICI Trust Limited, Regd. Office: 12th Floor, Narain Manzil, 23, Barakhamba Road, New Delhi - 110001.


  Prudential ICICI Income Multiplier Fund (an open-ended Debt fund), the mutual fund Scheme offered under this Offer
  Document, has been prepared in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations,
  1996, as amended from time to time and filed with the Securities and Exchange Board of India 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.
  This Offer Document contains information necessary for an investor to make an informed investment decision in the Scheme
  described herein. Investors should carefully read the Offer Document prior to making an investment decision and retain the
  Offer Document for future reference. Investors may note that this Offer Document remains effective until a material change
  occurs. Material changes shall be filed with SEBI and circulated to all Unitholders or may be publicly notified by advertisements
  in the newspapers subject to the applicable regulations.




 SMS INVEST to 8558
 CALL 1800 22 2273
or apply online at www.pruicici.com
                                                    IMPORTANT NOTICE
Investing in mutual fund schemes involves certain risks and considerations associated generally with making investments in
securities. The value of the Scheme's investments may be affected generally by factors affecting financial markets, such as price
and volume, volatility in interest rates, currency exchange rates, changes in regulatory and administrative policies of the Government
or any other appropriate authority (including tax laws) or other political and economic developments. Consequently, there can
be no assurance that the Scheme offered in this Offer Document would achieve the stated objectives. The NAV of the Units of the
Scheme may fluctuate and can go up or down. Past performance of the schemes managed by the Sponsors or their affiliates or
the Asset Management Company is not indicative of the future performance of the Scheme nor will the performance of the
Scheme, following the commencement of the operations, be indicative 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 and
financial advisors to determine possible legal, tax and financial or any other consequences of subscribing to, purchasing or
holding Units under the Scheme, before making an application to subscribe or purchase the Units.

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

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

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

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

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

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

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

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

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

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

In this Offer Document, all references to "$" are to United States of America Dollars, "£" to Pound Sterling of United Kingdom
and "Rs." to Indian Rupees. The Reference Exchange Rate between the United States Dollar and the Indian Rupee has been
taken at $1 = Rs.45.76 and UK£ and Indian Rupee at 1£=Rs.84.82.

This Offer Document is dated December 8, 2006.
                                                                                                                                     Prudential ICICI Income Multiplier Fund


                                                                    TABLE OF CONTENTS

1. Highlights ............................................................................................................................................................... 6
2. Risk Factors .............................................................................................................................................................. 8
3. Due Diligence Certificate ....................................................................................................................................... 12
4. Definitions ............................................................................................................................................................ 13
5. Summary - Prudential ICICI Income Multiplier Fund - Regular Plan ........................................................................ 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 (AMC) .................................................................................. 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 ........................................................................................................................................ 31
        v. Compliance Officer ................................................................................................................................. 31
        vi. Investor Relations Officer ........................................................................................................................ 31
   d) Auditors ......................................................................................................................................................... 31
   e) Registrar ......................................................................................................................................................... 31
   f) Custodian ...................................................................................................................................................... 31
7. Investment Objectives & Policies…. ....................................................................................................................... 33
   a) Type of the Scheme ........................................................................................................................................ 33
   b) Investment Objective ...................................................................................................................................... 33
   c) Investment Pattern & Investment Policies. ...................................................................................................... 33
   d) Investment Strategy ....................................................................................................................................... 34
   e) Change in Investment Pattern ........................................................................................................................ 35
   f) Terms of the Scheme ....................................................................................................................................... 35
   g) Change in Fundamental Attributes ................................................................................................................ 36
   h) Position of Debt Market in India .................................................................................................................... 36
   i)   Portfolio Turnover .......................................................................................................................................... 37
   j)   Procedure followed for investment decisions ................................................................................................ 37
   k) Trading in Derivatives ..................................................................................................................................... 38
   l)   Investment Restrictions for the Plan ............................................................................................................... 40
   m) Underwriting by the Fund .............................................................................................................................. 41
   n) Computation of Net Asset Value .................................................................................................................... 41
   o) Accounting Policies & Standards .................................................................................................................... 43
8. Units & The New Fund Offer .................................................................................................................................. 47
   General Information ............................................................................................................................................. 47
   a) Minimum Subscription Amount ..................................................................................................................... 47
   b) Offer Price for on going subscription ............................................................................................................. 47
   c) Minimum Amount for Application ............................................................................................................... 47
   d) New Fund Offer Issue Expenses ..................................................................................................................... 47
   e) Options and Investment plans offered under the Scheme ............................................................................. 47
   f) Pledge of Units for loans ................................................................................................................................ 47
   g) Systematic Investment Plan ( SIP).. .................................................................................................................. 47
   h) Systematic Withdrawal Plan ........................................................................................................................... 48
   i)   How to switch ................................................................................................................................................ 48
   j)   Systematic Transfer Plan( STP) ......................................................................................................................... 48
   k) Who can Invest? ............................................................................................................................................. 49
   l)   How to Apply? ............................................................................................................................................... 50
        i.   Purchase of units on going basis ............................................................................................................ 50
        ii. Resident Investors - ................................................................................................................................. 50


                                                                                                                                                                                   3
    Prudential ICICI Mutual Fund


              iii. NRIs & FIIs ............................................................................................................................................... 51
              iv. Mode of Payment on Repatriation Basis ................................................................................................. 51
              v. Mode of Payment on Non-Repatriation Basis ......................................................................................... 51
              vi. Investments of the minor investor on attaining majority ........................................................................ 52
              vii. Application under Power of Attorney/Body Corporate/Registered Society/Partnership ........................... 52
              viii. Joint Applicants ...................................................................................................................................... 52
              ix. Nomination Facility ................................................................................................................................. 52
              x. Note on Anti Money Laundering ............................................................................................................ 52
         j)   Issuance of Units/Refund ............................................................................................................................... 53
         k) Account Statements ....................................................................................................................................... 53
         l)   Redemption of Units ...................................................................................................................................... 54
              i.    Redemption Price .................................................................................................................................... 54
              ii. Applicable NAV ....................................................................................................................................... 54
              iii. How to Redeem? .................................................................................................................................... 54
              iv. Payment of Proceeds ............................................................................................................................... 54
              v. Non receipt of email communication by Investors. ................................................................................. 55
              vi. Redemption by NRIs /FIIs ......................................................................................................................... 55
              vi. Effect of Redemptions ............................................................................................................................ 55
              vii. Fractional Units ....................................................................................................................................... 55
              viii. Signature mismatch cases. ...................................................................................................................... 55
              ix. Right to Limit Redemptions .................................................................................................................... 56
              x     Suspension of Sale and Redemption of Units ......................................................................................... 56
                                                               ……………………
                                                               N
              xi Permanent Account Number (PA) … … … … … … … … ........................................................................... 56
              xii. Unique Identification Number (UIN) ……………… ............................................................................................ 56
              xiii DormantAccountLocking……………………………………… ........................................................................................... 56
     9. Load Structure, Fees and Expenses ........................................................................................................................ 57
         a) Load Structure of the Scheme ........................................................................................................................ 57
         b) Fees and Expenses of the Scheme .................................................................................................................. 57
              i.    New Fund Offer Expenses ....................................................................................................................... 57
              ii. Estimated Recurring Expenses ................................................................................................................ 57
         c) Fees and Expenses of the Existing Scheme ..................................................................................................... 58
              i.     During the last one fiscal year, Prudential ICICI Mutual Fund launched ................................................ 58
              ii. NEW FUND OFFER EXPENSES - Comparison of Estimated to Actual ........................................................ 58
              iii. Condensed Financial Information ........................................................................................................... 58
     10. Unitholders Rights and Services ............................................................................................................................ 73
         a) Investors Services ........................................................................................................................................... 73
         b) Ease of Transactions ....................................................................................................................................... 73
              i.    Customer Service Centers in major metros ............................................................................................. 73
              ii. Process transactions in a timely manner ................................................................................................. 73
         c) Problem Resolution ....................................................................................................................................... 73
         d) Information about the Scheme ...................................................................................................................... 73
         e) NAV Information ............................................................................................................................................ 74
         f) Disclosure of information under the Regulations .......................................................................................... 74
         g) Rights of Unitholders of the Scheme ............................................................................................................. 74
         h) Duration of the Scheme/Winding up ............................................................................................................. 74
         i)   Procedure and manner of Winding up ........................................................................................................... 75
         j)   Tax Benefits .................................................................................................................................................... 75
         I)   To the Mutual Fund ....................................................................................................................................... 75
     II) To the Unitholders ................................................................................................................................................ 75
         2.1. Income received from mutual fund ................................................................................................................ 75
         2.2. Long term capital gains on transfer of units .................................................................................................. 75
              i.    For Individuals and HUFs ......................................................................................................................... 75
              ii. For Partnership Firms, Non-Residents, Indian Companies/Foreign Companies … .................................... 76
              iii. For Non-resident Indians ........................................................................................................................ 76
              iv. For Overseas Financial Organisations, including Overseas Corporate Bodies and Foreign
                    Institutional Investors fulfilling conditions laid down under section 115AB (Offshore Fund ................. 76

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                                                                                                                                      Prudential ICICI Income Multiplier Fund


       2.3. Short term capital gains ................................................................................................................................... 76
       2.4. Capital Losses ................................................................................................................................................... 76
       2.5. Section 80C ...................................................................................................................................................... 77
3.    Tax deduction at source ............................................................................................................................................. 77
4.     Exemption from tax on capital gains arising on transfer of units held for more than 12 months ............................ 77
5.     Investments by charitable and religious trusts in the plan ....................................................................................... 78
6.     Wealth Tax     ........................................................................................................................................................... 78
       k) Unclaimed redemption amount ........................................................................................................................ 78
11.    Other Matters ........................................................................................................................................................... 79
       a) Unitholders Grievances Redressal Mechanism .................................................................................................. 79
       b) Associate Transactions ...................................................................................................................................... 80
       c) Details of Investment in Companies that hold more than 5% .......................................................................... 89
            of NAV of Schemes managed by the AMC
       d) Penalties and Pending Litigations ..................................................................................................................... 94
       e) Borrowing by the Mutual Fund ....................................................................................................................... 101
        f) Stock lending by the mutual fund ................................................................................................................... 101
       g) Policy on Offshore Investments by the Scheme ............................................................................................... 101
       h) Inter-Scheme Transfers .................................................................................................................................... 102
       h) General Information ....................................................................................................................................... 102
            •   Power to make Rules ............................................................................................................................... 102
            •   Power to remove Difficulties .................................................................................................................... 102
            •   Scheme to be binding on the Unitholders ............................................................................................... 102
            •   Documents available for Inspection ......................................................................................................... 102




                                                                                                                                                                                       5
    Prudential ICICI Mutual Fund


                                                               Highlights

    The Sponsors of the Fund are ICICI      Bank Limited (erstwhile ICICI Limited) and Prudential plc. of the United Kingdom (UK).
    Prudential plc is a leading international financial services group providing retail financial products and services and fund
    management to many millions of customers worldwide. As a group Prudential plc has, as of December 31, 2005, over GBP234
    billion of funds under management, more than 16 million customers and over 31,661 employees worldwide as of December 31,
    2005.
    Securities and Exchange Board of India, vide its letter no. MFD/PM/567/02 dated June 4, 2002, has accorded its approval in
    recognizing ICICI Bank Ltd. as a co-sponsor consequent to the merger of ICICI Ltd. with ICICI Bank Ltd.
    ICICI Bank is India's second-largest bank with total assets of about Rs. 2,513.89 bn (US$ 56.3 bn) at March 31, 2006 and profit
    after tax of Rs. 25.40 bn (US$ 569 mn) for the year ended March 31, 2006 (Rs. 20.05 bn (US$ 449 mn) for the year ended March
    31, 2005). ICICI Bank has a network of about 614 branches and extension counters and over 2,200 ATMs. ICICI Bank offers a
    wide range of banking products and financial services to corporate and retail customers through a variety of delivery channels
    and through its specialised subsidiaries and affiliates in the areas of investment banking, life and non-life insurance, venture
    capital and asset management. ICICI Bank set up its international banking group in fiscal 2002 to cater to the cross border needs
    of clients and leverage on its domestic banking strengths to offer products internationally. ICICI Bank currently has subsidiaries
    in the United Kingdom, Russia and Canada, branches in Singapore, Bahrain, Hong Kong, Sri Lanka and Dubai International
    Finance Centre and representative offices in the United States, United Arab Emirates, China, South Africa and Bangladesh. UK
    subsidiary of ICICI Bank has established a branch in Belgium. ICICI Bank is the most valuable bank in India in terms of market
    capitalisation. (Source: Overview at www.icicibank.com).
    ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and was its wholly owned subsidiary.
    ICICI's shareholding in ICICI Bank was reduced to 46% through a public offering of shares in India in fiscal 1998, an equity
    offering in the form of ADRs listed on the NYSE in fiscal 2000, ICICI Bank's acquisition of Bank of Madura Limited in an all-stock
    amalgamation in fiscal 2001, and secondary market sales by ICICI to institutional investors in fiscal 2001 and fiscal 2002. ICICI
    was formed in 1955 at the initiative of the World Bank, the Government of India and representatives of Indian industry.
     Pursuant to the Scheme of Amalgamation effective March 30, 2002, among ICICI, ICICI Personal Financial Services, ICICI Capital
    Services and ICICI Bank, sanctioned by the High Court of Gujarat and the High Court of Judicature at Bombay and approved by
    the Reserve Bank of India, ICICI, ICICI Personal Financial Services and ICICI Capital Services were merged with ICICI Bank in an all-
    stock merger. ICICI Bank is the surviving legal entity in the amalgamation.
    ICICI Bank was formerly a wholly owned subsidiary of ICICI Ltd, an Indian financial institution.
    •    Fund Management expertise
    Prudential plc is a leading international financial services group providing retail financial products and services and fund
    management to many millions of customers worldwide. As a group Prudential plc has, as of December 31, 2005, over GBP234
    billion of funds under management, more than 16 million customers and over 31,661 employees worldwide as of December 31,
    2005.
    Prudential ICICI Asset Management Company Limited, the Investment Manager to the Prudential ICICI Mutual Fund, manages
    assets over Rs. 35,232.16 crores as of November 30, 2006 through 31 schemes. It is one of the largest asset management
    companies in the country.
    •    Investment Objective - Prudential ICICI Income Multiplier Fund - Regular Plan is an open-ended Debt Scheme, seeking to
         generate long-term capital appreciation from a portfolio that is invested predominantly in debt and money market securities
         and the balance in equity and equity related securities.
    •    High Liquidity - Being an open ended Scheme, Units may be redeemed on every Business Day at NAV based prices. The Fund
         will, under normal circumstances, endeavour to dispatch redemption cheques within 3 Business Days from the date of
         acceptance of the redemption request at any of the Customer Service Centers. This service standard will apply only at the
         centers where RBI handles clearing directly and is able to transfer funds from Mumbai on a 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 be linked to the time taken by banks to clear funds at such Non-RBI centers. Please refer to para
         ''Redemption of Units" on page no.54 for details of redemptions.
    •    Transparency - On an ongoing basis, the NAV will be calculated and disclosed at the close of every Business Day. In
         addition, the AMC will disclose details of the portfolio at least on a half-yearly basis.
    •    Flexible Lifetime Investment Programme - Under Flexible Lifetime Investment Programme, investors may choose to alter
         the allocation of their investment among the schemes in order to meet their changing circumstances during their lifetime.
    •    Load
         I.    Entry Load: The Trustees at present does not intend to charge any entry load.
         II.   Exit Load: It is proposed to charge an exit load for the present as follows:
               a)    For investments of Rs. 5 crores and above: No Exit Load
               b)    For investments of less than Rs. 5 crores and if the investment are held for less than a period of 12 months from
                     the date of allotment : 1.00 % of applicable NAV



6
                                                                                                Prudential ICICI Income Multiplier Fund

•   New Fund Offer Expenses: The New Fund offer expenses charged to the Scheme were limited to 6% of the subscriptions
    received during the New Fund Offer Period. Expenses over and above this limit were borne by the AMC.
•   Options: Investors under Prudential ICICI Income Multiplier Fund have a choice of Cumulative option and the Dividend
    Option.
    The Trustee may, at a later date, decide to introduce any other options including the Institutional Option under the Plan, as
    is considered necessary.
•   Repatriation - Repatriation benefits would be available to NRIs/PIOs / FIIs, subject to applicable Regulations notified by RBI
    from time to time.
•   For Tax Benefits please refer Page No. 75

    •   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/legal
        implications relating to their investments in the Scheme and before making decision to invest in the Scheme
        or redeem the Units in the Scheme.




                                                                                                                                          7
    Prudential ICICI Mutual Fund


                                                             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 Scheme can go up or down depending on the
         factors and forces affecting the capital markets.
    •    Past performance of the Sponsors, AMC/Fund does not indicate the future performance of the Scheme of the Fund.
    •    The Sponsors are not responsible or liable for any loss resulting from the operation of the Scheme beyond the contribution
         of an amount of Rs. 22.2 lacs collectively made by them towards setting up the Fund and such other accretions and
         additions to the corpus set up by the Sponsors.
    •    Prudential ICICI Income Multiplier Fund is the name of the Scheme and do not in any manner indicate either the quality of
         the Scheme or their future prospects and returns.
    •    The NAVs of the Scheme may be affected by changes in the general market conditions, factors and forces affecting capital
         market, in particular, level of interest rates, various market related factors and trading volumes, settlement periods and
         transfer procedures.
    •    In the event of receipt of inordinately large number of redemption requests or of a restructuring of the Scheme's portfolio,
         there may be delays in the redemption of Units. As per the guidelines issued by SEBI, in the event of failure to dispatch the
         redemption or repurchase proceeds within 10 working days, the AMC is liable to pay interest to the Unit holders @ 15%
         p.a. Please see Page 56 for "Right to Limit Redemptions" in this Offer Document.
    •    The liquidity of the Scheme's investments is inherently restricted by trading volumes in the securities in which it invests.
    •    The Scheme may use various derivatives instruments like Interest Rate Swaps, Forward Rate Agreements or other derivative
         instruments, as permitted under the Regulations and guidelines. Usage of derivatives will expose the plans to certain risks
         inherent to such derivates. Please see page 8 for the relevant Risk factors.
    •    Investors in the Scheme are not offered any guaranteed / indicated returns.
    •    Mutual Funds being vehicles of securities investments are subject to market and other risks and there can be no guarantee
         against loss resulting from investing in schemes. The various factors which impact the value of scheme investments include
         but are not limited to fluctuations in the equity and bond markets, fluctuations in interest rates, prevailing political and
         economic environment, changes in government policy, factors specific to the issuer of securities, tax laws, liquidity of the
         underlying instruments, settlements periods, trading volumes etc. and securities investments are subject to market risks
         and there is no assurance or guarantee that the objectives of the Scheme will be achieved.
    •    As the liquidity of the Scheme's investments could at times, be restricted by trading volumes and settlement periods, the
         time taken by the Fund for redemption of units may be significant in the event of an inordinately large number of
         redemption requests or of a restructuring of the Scheme's portfolio. In view of this the Trustee has the right, in sole
         discretion to limit redemptions (including suspending redemption) under certain circumstances, as described under the
         section titled "Right to limit repurchases".
    •    The Fund may use derivatives instruments like Stock Index Futures, Interest Rate Swaps, Forward Rate Agreements, interest
         rate derivatives or other derivative instruments for the purpose of hedging and portfolio balancing, as permitted under the
         Regulations and guidelines. Usage of derivatives will expose the Scheme to certain risks inherent to such derivatives.
    •    The Scheme may also invest in ADRs/GDRs as permitted by Reserve Bank of India and Securities and Exchange Board of
         India. To the extent that some part of the assets of the Scheme may be invested in securities denominated in foreign
         currencies, the Indian Rupee equivalent of the net assets, distributions and income may be adversely affected by the
         changes in the value of certain foreign currencies relative to the Indian Rupee. The repatriation of capital also may be
         hampered by changes in regulations concerning exchange controls or political circumstances as well as the application to
         it of other restrictions on investment.
    •    Investors in the Scheme are not being offered any guaranteed/indicated returns.
    •    From time to time and subject to the Regulations, the Sponsors, the Mutual Funds and investment companies managed by
         them, their affiliates, their associate companies, subsidiaries of the Sponsors, and the AMC may invest either directly or
         indirectly in the Scheme. The funds managed by these affiliates, associates, the Sponsors, subsidiaries of the Sponsors and
         /or the AMC may acquire a substantial portion of the Scheme's Units and collectively constitute a major investor in the
         Scheme. Accordingly, redemption of Units held by such funds, affiliates/associates and Sponsors might have an adverse
         impact on the Units of the Scheme because the timing of such redemption may impact the ability of other Unitholders to
         redeem their Units. Further, as per the Regulation, in case the AMC invests in any of the schemes managed by it, it shall not
         be entitled to charge any fees on such investments.
    •    The Scheme may invest in other schemes managed by the AMC or in the schemes of any other Mutual Funds, provided it is
         in conformity to the investment objectives of the Scheme and in terms of the prevailing Regulations. As per the Regulations,
         no investment management fees will be charged for such investments.
    •    From time to time and subject to the regulations, the AMC may invest in this Scheme. The decision to invest in the Scheme
         by the AMC will be based on parameters specified by the Board of the AMC.
         Further, as per the Regulation, in case the AMC invests in any of the schemes managed by it, it shall not be entitled to charge
         any fees on such investments.

8
                                                                                                  Prudential ICICI Income Multiplier Fund


•   Mutual funds being vehicles of securities investments are subject to market and other risks and there can be no guarantee
    against loss resulting from investing in the Schemes. The various factors which impact the value of the Plan's investments
    include, but are not limited to, fluctuations in the bond markets, fluctuations in interest rates, prevailing political and
    economic environment, changes in government policy, factors specific to the issuer of the securities, tax laws in various
    countries, liquidity of the underlying instruments, settlement periods, trading volumes overseas etc.
•   It may be noted that no prior intimation/indication would be given to investors when the composition/asset allocation
    pattern under the scheme undergo changes within the permitted band from 0% to 30% for equity related instruments and
    from 65% to 100% for debt and 0% to 5% for cash & money market instruments. The investors/unitholders can ascertain
    details of asset allocation of the scheme as on the last date of each month on AMC's website at www.pruicici.com that will
    display the asset allocation of the scheme as on the given day.
    In terms of SEBI circular dated December 12, 2003 and June 14, 2005 having ref SEBI/IMD/CIR No. 10/22701/03 and SEBI/
    IMD/CIR No. 1/42529/05 respectively and AMFI's communication having ref. No.35/MEM-COR/55/04-05 dated December
    31, 2004, each scheme and individual plan(s) under the schemes should have a minimum of 20 investors and no single
    investor should account for more than 25% of the corpus of such scheme/plan(s). In case of non-fulfillment with either of
    the above two conditions in a three months time period or the end of succeeding calendar quarter, whichever is earlier, from
    the close of the Initial Public Offering (IPO) of open ended schemes or on an ongoing basis for each calendar quarter, the
    schemes /plans shall be wound up by following the guidelines prescribed by SEBI and the investor's money would be
    redeemed at applicable NAV.
Scheme Specific Risk Factors
Fixed Income Securities:
•   Interest Rate Risk: As with all debt securities, changes in interest rates may affect the Scheme's Net Asset Value as the prices
    of securities generally increase as interest rates decline and generally decrease as interest rates rise. Prices of long-term
    securities generally fluctuate more in response to interest rate changes than do short-term securities. Indian debt markets
    can be volatile leading to the possibility of price movements up or down in fixed 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 its valuation yield-to-
    maturity (YTM). The primary measure of liquidity risk is the spread between the bid price and the 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 corporate debentures are sold
    at a yield above those offered on Government Securities which are sovereign obligations and free of credit risk. Normally,
    the value of a fixed income security will fluctuate depending upon the changes in the perceived level of 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 in the Scheme
    are reinvested. The additional income from reinvestment is the "interest on interest" component. The risk is that the rate
    at which interim cash flows can be reinvested may be lower than that originally assumed.
•   Equity or Equity related Securities:
    The Scheme proposes to invest a part of its portfolio in equity and equity related securities. Trading volumes, settlement
    periods and transfer procedures may restrict the liquidity of these investments. Different segments of Indian financial
    markets have different settlement periods and such periods may be extended significantly by unforeseen circumstances.
    The inability of the Scheme to make intended securities purchases due to settlement problems could cause the Scheme to
    miss certain investment opportunities.
•   Risks attached with the use of derivatives: As and when the Scheme trades in the derivatives market there are risk factors
    and issues concerning the use of derivatives that Investors should understand. Derivative products are specialized instruments
    that require investment techniques and risk analyses different from those associated with stocks and bonds. The use of a
    derivative requires an understanding not only of the underlying instrument but also of the derivative itself. Derivatives
    require the maintenance of adequate controls to monitor the transactions entered into, the ability to assess the risk that a
    derivative adds to the portfolio and the ability to forecast price or interest rate movements correctly. There is the possibility
    that a loss may be sustained by the portfolio as a result of the failure of another party (usually referred to as the "counter
    party") to comply with the terms of the derivatives contract. Other risks in using derivatives include the risk of mis pricing or
    improper valuation of derivatives and the inability of derivatives to correlate perfectly with underlying assets, rates and
    indices.
    Thus, derivatives are highly leveraged instruments. Even a small price movement in the underlying security could have a
    large impact on their value. Also, the market for derivative instruments is nascent in India.
    Derivatives products are leveraged instruments and provide disproportionate gains as well as disproportionate losses to the
    investor. Execution of such strategies depends upon the ability of the fund manager to identify such opportunities.
    Identification and execution of the strategies to be pursued by the fund manager involve uncertainty and decision of the
    fund manager may not always be profitable. No assurance can be given that the fund manager will be able to identify to
    execute such strategies.
    The risks associated with the use of derivatives are different from or possibly greater than, the risks associated with investing
    directly in securities and other traditional investments.

                                                                                                                                            9
     Prudential ICICI Mutual Fund

          The specific risk factors arising out of a derivative strategy used by the Fund Manager may be as below:
          ¢     Lack of opportunity available in the market.
          ¢     The risk of mispricing or improper valuation and the inability of derivatives to correlate perfectly with underlying assets,
                rates and indices.
     •    Risks associated with stock lending :
          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 of securities i.e. the
          Scheme and the approved intermediary. Such failure to comply can result in the possible loss of rights in the collateral put
          up by the borrower of the securities, the inability of the approved intermediary to return the securities deposited by the
          lender and the possible loss of any corporate benefits accruing to the lender from the securities deposited with the
          approved intermediary.
     •    Risks attached with investments in ADRs/GDRs/ overseas securities
          It is AMC's belief that the investment in ADRs/GDRs/overseas securities offer new investment and portfolio diversification
          opportunities into multi-market and multi-currency products. However, such investments also entail additional risks. Such
          investment opportunities may be pursued by the AMC provided they are considered appropriate in terms of the overall
          investment objectives of the schemes. Since the Schemes would invest only partially in ADRs/GDRs/overseas securities, there
          may not be readily available and widely accepted benchmarks to measure performance of the Schemes. To manage risks
          associated with foreign currency and interest rate exposure, the Fund may use derivatives for efficient portfolio management
          including hedging and in accordance with conditions as may be stipulated by SEBI/RBI from time to time.
          To the extent that the assets of the Schemes will be invested in securities denominated in foreign currencies, the Indian
          Rupee equivalent of the net assets, distributions and income may be adversely affected by the changes in the value of
          certain foreign currencies relative to the Indian Rupee. The repatriation of capital also may be hampered by changes in
          regulations concerning exchange controls or political circumstances as well as the application to it of the other restrictions
          on investment.
     •    Offshore investments will be made subject to any/all approvals, conditions thereof as may be stipulated by SEBI/RBI and
          provided such investments do not result in expenses to the Fund in excess of the ceiling on expenses prescribed by and
          consistent with costs and expenses attendant to international investing. The Fund may, where necessary, appoint other
          intermediaries of repute as advisors, custodian/sub-custodians etc. for managing and administering such investments. The
          appointment of such intermediaries shall be in accordance with the applicable requirements of SEBI and within the
          permissible ceilings of expenses. The fees and expenses would illustratively include, besides the investment management
          fees, custody fees and costs, fees of appointed advisors and sub-managers, transaction costs, and overseas regulatory costs.
          Investors are urged to study the terms of the Offer Document carefully before investing in this Scheme, and to
          retain 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/legal
                implications relating to their investments in the Scheme and before making decision to invest in the Scheme
                or redeem the Units in the Scheme.




10
                                                    Prudential ICICI Income Multiplier Fund


Sponsors
Prudential plc
Laurence Pountney Hill,
London EC4R 0HH,
United Kingdom

ICICI Bank Limited
Landmark,
Race Course Circle,
Vadodara 390 007,
 India

Asset Management Company
Prudential ICICI Asset Management Company Limited

Registered Office
12th Floor, Narain Manzil,
23, Barakamba Road,
New Delhi - 110 001.

Corporate Office
8th Floor, Peninsula Tower,
Peninsula Corporate Park,
Ganpatrao Kadam Marg,
Off Senapati Bapat,
Lower Parel, Mumbai - 400 013

Trustee
Prudential ICICI Trust Limited
12th Floor, Narain Manzil,
23, Barakamba Road,
New Delhi - 110 001.

Registrar
Computer Age Management Services Private Limited
Unit : Prudential ICICI Mutual Fund
Floor IV, Tower 1, Rayala Towers
158, Anna Salai,
Chennai - 600 002

Auditors to the Scheme
N. M. Raiji & Company
Universal Insurance Building
Sir Phiroze Shah Mehta Road
Mumbai 400 001

Custodian
HDFC Bank Limited
Sandoz House
Dr. Annie Besant Road
Worli
Mumbai 400 018

Legal Advisors
A. R. A. Law
3/F, Mahatma Gandhi Mémorial Building,
7, Netaji Subhash Road,
Charni Road (West),
Mumbai - 400 004.
Tel : 91 22 22811700
Fax : 91 22 22841800




                                                                                              11
     Prudential ICICI Mutual Fund


                                                                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 the
            guidelines 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 by the
            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 with SEBI
            and till date such registration is valid.


                                                                                                                 Ranganath Athreya
                                                                   Sr. Vice President -Legal, Compliance and Company Secretary
     Place      : Mumbai
     Date       : December 8, 2006.


     Note: The Due Diligence Certificate as stated above was submitted to SEBI on December 8, 2006.




12
                                                                                           Prudential ICICI Income Multiplier Fund


                                                    Definitions
In this Offer Document, the following words and expressions shall have the meaning specified herein, unless the context
otherwise requires:

Asset Management Company or AMC                     Prudential ICICI Asset Management Company Limited (formerly ICICI
or Investment Manager                               Asset Management Company Limited), the Asset Management
                                                    Company incorporated under the Companies Act, 1956, and registered
                                                    with SEBI to act as an Investment Manager for the schemes of Prudential
                                                    ICICI Mutual Fund
Applicable NAV                                      The applicable NAV for purchases/ redemption's/switches, is the Net
                                                    Asset Value per unit at the close of the Business Day on which the
                                                    application is accepted, as defined in this document.
Business Day                                        A day other than: (i) Saturday and Sunday; (ii) a day on which the Banks
                                                    in Mumbai or NSE or RBI are closed; (iii) a day on which there is no Bank
                                                    clearing/ settlement of securities or (iv) a day on which the Sale and
                                                    Redemption of Units is suspended by the Trustee.
                                                    However, the AMC reserves the right to declare any day as a non-
                                                    business day at any of its locations at its sole-discretion.
Custodian                                           HDFC Bank Limited, Mumbai, acting as Custodian to the Scheme, or
                                                    any other custodian who is approved by the Trustee and has been
                                                    granted registration by SEBI under the Securities and Exchange Board
                                                    of India (Custodian of Securities) Regulations, 1996 as amended from
                                                    time to time.
Customer Service Centre                             The Customer Service Centres as may be designated by the Mutual
                                                    Fund.
Depository                                          Depository as defined in the Depositories Act, 1996.
FII                                                 Foreign Institutional Investors, registered with SEBI under Securities
                                                    and Exchange Board of India (Foreign Institutional Investors)
                                                    Regulations, 1995, as amended from time to time.
ICICI Bank                                          ICICI Bank Limited
Investment Management Agreement                     The Agreement dated September 3, 1993 entered into between
                                                    Prudential ICICI Trust Limited (formerly ICICI Trust Limited) and
                                                    Prudential ICICI Asset Management Company Limited (formerly ICICI
                                                    Asset Management Company Limited) as amended from time to time.
NAV                                                 Net Asset Value of the Units of the Scheme, calculated on every Business
                                                    Day in the manner provided in this Offer Document or as may be
                                                    prescribed by Regulations from time to time.
NRI                                                 Non-Resident Indian.
Offer Document                                      This document issued by Prudential ICICI Mutual Fund, offering Units
                                                    of Prudential ICICI Income Multiplier Fund - Regular Plan.
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 Corporation Holdings Limited.
Prudential ICICI Income Multiplier Fund/            Prudential ICICI Income Multiplier Fund and the options offered
The Scheme/ The Plan                                thereunder referred to as the Scheme.
RBI                                                 Reserve Bank of India, established under the Reserve Bank of India Act,
                                                    1934, as amended from time to time.
SEBI                                                Securities and Exchange Board of India established under Securities
                                                    and Exchange Board 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 the provisions of the Indian Trusts Act, 1882. The Fund is
                                                    registered with SEBI vide Registration No.MF00393/6 dated October
                                                    13, 1993 as ICICI Mutual Fund and has obtained approval from SEBI
                                                    for change in name to Prudential ICICI Mutual Fund vide SEBI's letter
                                                    dated April 16, 1998.
The Trustee                                         Prudential ICICI Trust Limited (formerly ICICI Trust Limited), a company
                                                     set up under the Companies Act, 1956, and approved by SEBI to act
                                                     as the Trustee for the schemes of Prudential ICICI Mutual Fund


                                                                                                                                     13
     Prudential ICICI Mutual Fund


      The Regulations               Securities and Exchange Board of India (Mutual Funds) Regulations,
                                    1996 as amended from time to time.
      Trust Deed                    The Trust Deed dated August 25, 1993 establishing ICICI Mutual Fund,
                                    (subsequently renamed Prudential ICICI Mutual Fund) as amended
                                    from time to time.
      Trust Fund                    Amounts settled/contributed by the Sponsors towards the corpus of
                                    the Prudential ICICI Mutual Fund and additions/accretions thereto.
      Unit                          The interest of an investor which consists of one undivided share in
                                    the Net Assets of the Scheme.
      Unitholder(s)                 A holder of Units in the Scheme of Prudential ICICI Income Multiplier
                                    Fund as contained in this Offer Document.




14
                                                                                    Prudential ICICI Income Multiplier Fund


                   Summary - Prudential ICICI Income Multiplier Fund - Regular Plan
Name of the Scheme                           Prudential ICICI Income Multiplier Fund - Regular Plan.
Structure                                    Open Ended Debt fund
Offer Price for on-going                     Based on the Applicable NAV of the Scheme, subject subscriptions to
                                             entry load provisions, if any
Features                                     The Scheme, seeks to generate long-term capital appreciation from a
                                             portfolio that is invested predominantly in debt instruments with a
                                             maximum of upto 30% in equity and equity related securities and
                                             upto 5% in cash and money market instruments. ..
Minimum Application Amount                   Minimum Rs. 5,000 per application
Additional Application                       Minimum Rs. 500/-.per application
Target Amount                                The minimum subscription amount was Rs.1 lakh during the New
                                             fund offer Period of the Scheme.
Initial Issue Expenses                       The initial issue expenses to be charged under the Scheme were limited
                                             to 6% of the amount mobilised.
Liquidity                                    On an On-going basis, an investor can purchase and redeem Units on
                                             every Business Day at NAV based prices, subject to the prevailing load
                                             structure. (Please refer to page 54 for Redemption price and page 50
                                             for Purchase Price).
                                             The Units of the Scheme will not be listed on any exchange, for the
                                             present
                                             The Fund will, under normal circumstances, endeavour to dispatch
                                             the Redemption cheques within 3 Business Days from the date of
                                             acceptance of the Redemption request at any of the Customer Service
                                             Centres. This service standard will apply only at the centers where RBI
                                             handles clearing directly and is able to transfer funds from Mumbai
                                             on a 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 be linked to the time taken by
                                             banks to clear funds at such Non-RBI centers.This is however subject
                                             to the offer Document limit that the Redemption proceeds will be
                                             dispatched to the unitholders within ten Business Days from the date
                                             of acceptance of the request for Redemption or repurchase proceeds.
Transparency                                 NAV will be determined on every Business Day, except in special
                                             circumstances described on page 56. NAV of the Plan(s) shall be made
                                             available at all Customer Service Centers of the AMC. The AMC shall
                                             also endeavor to have the NAV published in a daily newspaper and
                                             updated on AMC's website (www.pruicici.com).
                                             AMC shall update the NAVs on the website of Association of Mutual
                                             Funds in India - AMFI (www.amfiindia.com) by 9.00-p.m. every Business
                                             Day. In case of any delay, the reasons for such delay would be explained
                                             to AMFI and SEBI by the next day. If the NAVs are not available before
                                             commencement of business hours on the following day due to any
                                             reason, the Fund shall issue a press release providing reasons and
                                             explaining when the Fund would be able to publish the NAVs.
                                             The Mutual Fund shall disclose the full portfolio of the Scheme every
                                             half-year ending September and March.
Repatriation facility                        NRIs/PIOs/FIIs have been granted a general permission by RBI [Schedule
                                             5 of the Foreign Exchange Management (Transfer or Issue of Security
                                             by a Person Resident Outside India) Regulations, 2000] for investing
                                             in / redeeming units of the schemes subject to conditions set out in
                                             the aforesaid regulations.
Eligibility for Trusts                       Religious and Charitable Trusts are eligible to invest in the Scheme
                                             under the provisions of section 11(5)(xii) of the Income-tax Act, 1961
                                             read with Rule 17C of Income-tax Rules, 1962.




                                                                                                                              15
     Prudential ICICI Mutual Fund


                                          CONSTITUTION OF THE MUTUAL FUND
     ICICI Mutual Fund, which has been renamed as Prudential ICICI Mutual Fund ("the Mutual Fund" or "the Fund") has been
     constituted as a Trust in accordance with the provisions of the Indian Trusts Act, 1882 (2 of 1882). The Mutual Fund was
     registered with SEBI on October 13, 1993.
     ICICI Mutual Fund was established by erstwhile ICICI Ltd. (Since merged with ICICI Bank Ltd), by execution of a Trust Deed dated
     August 25, 1993. Prudential plc, through its wholly owned subsidiary, Prudential Corporation Holdings Limited, has contributed
     an amount of Rs.12.2 lacs to the corpus of the Fund and has received permission for such 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 ICICI Mutual Fund vide its letter IIMARP / 88 / 98 dated April 16, 1998. A deed of amendment to the Trust Deed dated
     August 25, 1993 was executed and registered.
     An Amendatory Agreement was entered into between Prudential Plc. and ICICI Bank Ltd on May 27, 2005 for transfer of 6% of
     the Shareholding of Prudential Plc. in Prudential ICICI Asset Management Co. Ltd (AMC) and Prudential ICICI Trust Co. Ltd.
     (Trustee Company) to ICICI Bank Ltd. Consequent to the said transfer, with effect from August 26, 2005 ICICI Bank Limited holds
     shares aggregating to 51% of the share capital of AMC and Trustee Company, whereas the balance 49% is held by Prudential
     Plc. of UK, through its wholly owned subsidiary, Prudential Corporation Holdings Limited.
     AMC has informed SEBI of the said transfer. SEBI has vide its letter IMD/RK/42692/05 dated June 15, 2005 taken note of the
     proposed transfer.
     Pursuant to the provisions of sections 77A, 77AA and 77B and other applicable provisions of the companies act, 1956 (the
     "act") and the private limited company and unlisted public limited company (buy-back of securities) rules, 1999 (the "rules"), as
     amended from time to time and article 5(e) of the articles of association of the company, the board of directors approved the buy-
     back in their meeting held on February 28, 2006. The company has bought back 502,559 fully paid-up equity shares of rs. 10/
     - each at a price of rs. 482.53 per equity share. consequent to the aforesaid buy-back the total paid up capital of the company
     reduced to 18,018,552 fully paid up equity shares of rs 10 each.
     a)   Sponsors
          Prudential plc (formerly known as Prudential Corporation plc)
          Prudential plc is a leading international financial services group providing retail financial products and services and fund
          management to many millions of customers worldwide. As a group Prudential plc has, as of December 31, 2005, over
          GBP234 billion of funds under management, more than 16 million customers and over 31,661 employees worldwide as of
          December 31, 2005.
          Given below is a brief summary of Prudential's financials
                                                                                             Year ended December 31 (Rs. crores)
            Description                                                               2005                2004                2003

            Total Income                                                       348,822.25             315,853              266,818
            Profit Before Tax                                                   18,193.89               5,513                2,969
            Profit After Tax                                                     6,344.54               3,630                1,764
            Shareholders' Funds                                                 45,514.41              36,311               27,804
            Earnings per share (Rs.)                                                26.80               17.05                 9.17
            Equity Capital (5 Pence per share)                                   1,009.36            1,009.36               848.20
            Free Reserves                                                       44,505.05              35,302               26,956
            Net-worth                                                           45,514.41              36,311               27,804
            Book Value per share (Rs.)                                             191.24              152.57               139.02
            Dividend per share (in Pence)                                          16.32p              15.84p                  16p
            Percentage of dividend per share                                     326.40%             316.80%                 320%

          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 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 total assets of about Rs. 251,389 crores as at March 31, 2006 and profit after
          tax of Rs. 2540 crores for the year ended March 31, 2006 (Rs. 2005 crores for the year ended March 31, 2005). ICICI Bank
          has a network of about 614 branches and extension counters and over 2,200 ATMs. ICICI Bank offers a wide range of
          banking products and financial services to corporate and retail customers through a variety of delivery channels and
          through its specialised subsidiaries and affiliates in the areas of investment banking, life and non-life insurance, venture
          capital and asset management. ICICI Bank set up its international banking group in fiscal 2002 to cater to the cross border
          needs of clients and leverage on its domestic banking strengths to offer products internationally. ICICI Bank currently has
          subsidiaries in the United Kingdom, Russia and Canada, branches in Singapore, Bahrain, Hong Kong, Sri Lanka and Dubai
          International Finance Centre and representative offices in the United States, United Arab Emirates, China, South Africa and
          Bangladesh. UK subsidiary of ICICI Bank has established a branch in Belgium. ICICI Bank is the most valuable bank in India
          in terms of market capitalisation. (Source: Overview at www.icicibank.com).


16
                                                                                                Prudential ICICI Income Multiplier Fund

ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and was its wholly-owned
subsidiary. ICICI's shareholding in ICICI Bank was reduced to 46% through a public offering of shares in India in fiscal
1998, an equity offering in the form of ADRs listed on the NYSE in fiscal 2000, ICICI Bank's acquisition of Bank of Madura
Limited in an all-stock amalgamation in fiscal 2001, and secondary market sales by ICICI to institutional investors in fiscal
2001 and fiscal 2002. ICICI was formed in 1955 at the initiative of the World Bank, the Government of India and
representatives of Indian industry.
 Pursuant to the Scheme of Amalgamation effective March 30, 2002, among ICICI, ICICI Personal Financial Services, ICICI
Capital Services and ICICI Bank, sanctioned by the High Court of Gujarat and the High Court of Judicature at Bombay and
approved by the Reserve Bank of India, ICICI, ICICI Personal Financial Services and ICICI Capital Services were merged with
ICICI Bank in an all-stock merger. ICICI Bank is the surviving legal entity in the amalgamation.
Given below is a brief summary of ICICI Bank's financials:(Rs. in crores)

    Description                                                   *Year ended            * Year ended           * Year ended
                                                                March 31, 2004          March 31, 2005         March 31, 2006
    Total Income                                                    11,958.96               12,826.04              18,767.64
    Profit After Tax                                                  1,637.10                2,005.20               2,540.07
    Free Reserves @                                                   7,394.16              11,813.20              21,316.16
    Net Worth                                                         8,010.56              12,549.98              22,205.99
    Earnings per Share (Rs.) (diluted)                                   26.44                   27.33                  32.15
    Book Value per Share (Rs.)                                          129.96                  170.33                 249.55
    Dividend                                                              75%                     85%                    85%
    Paid Up Capital (Equity) $                                          616.40                  736.78                889. 83
    (Preference) #                                                         350                     350                    350

*      The results include the result of erstwhile ICICI Limited and its subsidiaries, ICICI Personal Financial Services Limited and
       ICICI Capital Services Limited, amalgamated with the Bank w.e.f. March 30, 2002. The financials for the current periods
       are not comparable with the earlier periods.
@      Excludes revaluation reserve
$      Includes in 2002, Rs. 392.67 crores for shares to be issued to shareholders of ICICI Limited on amalgamation, further,
       during the year ended March 31, 2003, the Bank allotted 3,000 shares pursuant to exercise of employee stock options.
#      Represents in 2002, face value of 350 preference shares to be issued to shareholders of ICICI Ltd on amalgamation,
       redeemable at par on April 20, 2018. As per the notification received from Ministry of Finance, the restriction of section
       12(1) of the Banking Regulation Act, 1949, prohibiting banks established after 1944 from holding preference shares,
       is not applicable to the Bank for a specified period.
       Note: ICICI Bank has raised Rs. 324,600 Crores of equity in April 2004 (including a green shoe option)
       An Amendatory Agreement was entered into between Prudential Plc. and ICICI Bank Ltd on May 27, 2005 for transfer
       of 6% of the Shareholding of Prudential Plc. in Prudential ICICI Asset Management Company Limited (AMC) to ICICI
       Bank Ltd. Consequent to the said transfer, with effect from August 26, 2005 ICICI Bank Limited holds shares aggregating
       to 51% of the share capital of AMC, whereas the balance 49% is held by Prudential Plc. of UK, through its wholly
       owned subsidiary, Prudential Corporation Holdings Limited.
b)     The Trustee Company (The Trustee) - Prudential ICICI Trust Limited
       Prudential ICICI Trust Limited, a company incorporated under the Companies Act, 1956 is the Trustee to the Fund vide
       Trust Deed dated August 25, 1993 as amended from time to time.
       An Amendatory Agreement was entered into between Prudential Plc. and ICICI Bank Ltd on May 27, 2005 for transfer
       of 6% of the Shareholding of Prudential Plc. in Prudential ICICI Trust Co. Ltd. (Trustee Company) to ICICI Bank Ltd.
       Consequent to the said transfer, with effect from August 26, 2005 ICICI Bank Limited holds shares aggregating to
       51% of the share capital of the Trustee Company, whereas the balance 49% is held by Prudential Plc. of UK, through
       its wholly owned subsidiary, Prudential Corporation Holdings Limited.
       i)   The Directors of the Trustee Company are:
            Mr. Eruch .B. Desai                               Partner
            (S/o. Mr. Byramsha Desai)                         Mulla & Mulla & Craigie Blunt & Caroe
            81, Sonarica                                      Director
            33-A, Pedder Road                                 Bekaert Industries Pvt.Ltd.
            Mumbai 400 026                                    The Century Textiles & Industries Ltd.
            Solicitor and Advocate                            Dolphin Fisheries & Trading Pvt.Ltd.
                                                              Hercules Hoists Ltd.
                                                              Hindalco Industries Ltd.
                                                              Panasonic Battery India Company Limited. Earstwhile known as
                                                              Matsushita Lakhanpal Battery India Ltd.
                                                              Kennametal India Ltd.
                                                              Supreme Industries Ltd.
                                                              Uni Abex Alloy Products Ltd.

                                                                                                                                          17
     Prudential ICICI Mutual Fund


                      Mr. Keki Bomi Dadiseth*                           Director
                      (S/o. Bomi Kharshed Dadiseth)                     Prudential plc
                      8-A, Manek,                                       ICICI Prudential Life Insurance Co. Ltd.
                      L.D. Ruparel Marg, Malabar Hill,                  Siemens Ltd.
                      Mumbai 400 006                                    Nicholas Pirmal India Ltd.
                                                                        Indian Hotels Company Ltd.
                                                                        Britannia Industries Ltd.
                                                                        Omnicom India Pvt. Ltd..
                                                                        Times Global Broadcasting Co. Ltd.
                                                                        Trustee
                                                                        Sir Ratan Tata Trust
                                                                        Bai Hirabai J.N. Tata Trust, Navsari Charitiable Institution
                                                                        Member
                                                                        Indian School of Business - Member, Executive Board
                                                                        Marsh & Mclennan Companies Inc. - Member International
                                                                        Advisory Board
                                                                        Breach Candy Hospital Trust- Member, Managging Committee
                                                                        Advisor
                                                                        Goldman Sachs- International Advisor

                      Mr. D. J. Balaji Rao                              Director
                      (S/o D. B. Jagannath Rao)                         Ashok Leyland Ltd., Chennai
                      D-103, Adarsh Residency                           Bajaj Auto Ltd., Pune
                      47th Cross (2nd Main)                             3M INDIA Ltd., Bangalore
                      Jayanagar, 8th Block                              South East Asia Marine Engineering.
                      Bangalore - 560082                                & Construction Ltd., Mumbai
                                                                        Graphite India Ltd., Kolkata
                                                                        Ennore Foundries Ltd., Chennai
                                                                        JSW Energy Limited (erstwhile Jindal Thermal Power Co. Ltd.),
                                                                        Mumbai

                      Mr. M S Parthasarathy                             Managing Trustee
                      (S/o Late M.S. Tiruvenkatachari)                  SFL Shares Trust Ltd.
                      B2, Ashok Svasti, 33 Balakrishna Road,
                      Valmiki Nagar, Tiruvanmiyur,                      Director
                      Chennai - 600041                                  Sundaram Home Finance Ltd., Chennai

                      Ms. Vishakha Mulye*                               Director
                      (W/o. Vivek Mulye)                                National Stock Exchange of India Ltd.
                      303, Atria, Akruti Niharika Complex,              Mukand Ltd.
                      Prof. N.S. Phadke Marg,                           Gas & Power Investment Company Ltd.
                      Andheri (East), Mumbai - 400 069

                *Mr. Keki Bomi Dadiseth is a Nominee Director of Prudential plc U.K. and Ms. Vishakha Mulye is a Chief Financial
                Officer & Treasurer of ICICI Bank Limited.
          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 the
                rights and obligations of the Trustee are as under:
                1.    The Trustee shall have a right to obtain from the AMC such information as is considered necessary by it.
                2.    The Trustee shall ensure before the launch of any scheme that the Asset Management Company has:
                      i.     systems in place for its back office, dealing room and accounting;
                      ii.    appointed all key personnel including fund manager(s) for the scheme(s) and submitted to the Trustee their
                             bio-data which shall contain the educational qualifications, past experience in the securities market within
                             fifteen days of their appointment;
                       iii   appointed auditors to audit the accounts of the schemes;
                       iv    appointed a compliance officer to comply with regulatory requirements and to redress investor grievances;
                       v.    appointed registrars and laid down parameters for their supervision;
                       vi    prepared a compliance manual which is updated by including all the provisions of regulations and guidelines
                             issued by SEBI from time to time and designed internal control mechanisms including internal audit systems
                             commensurate with the size of the mutual fund.
                       vii Specified norms for empanelment of brokers and marketing agents.


18
                                                                                               Prudential ICICI Income Multiplier Fund

3.   The Trustee shall ensure that the AMC has been diligent in empanelling the brokers, in monitoring securities transactions
     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 dealt
     with any of the associates of the AMC in any manner detrimental to the interests of the Unitholders.
5.   The Trustee is required to ensure that the transactions entered into by the AMC are in accordance with the Regulations
     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 and
     has taken adequate steps to ensure that the interest of investors of one Scheme are not compromised with those of any
     other Scheme or of other activities of the AMC.
7.   The Trustee is required to ensure that all the activities of the AMC are in accordance with the provisions of the
     Regulations 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 these
     Regulations and the provisions of Scheme it is required to take such remedial steps as are necessary by it and to
     immediately inform SEBI of the violation and the action taken by it.
9.   Each Director of the Trustee is required to file with the Trust the details of each securities transaction, which exceed the
     value of Rs.1 lakh on a quarterly basis.
10. The Trustee is accountable for and is required to be the custodian of the Fund's property of the respective Scheme and
    to hold the same in trust for the benefit of the Unitholders in accordance with the Regulations and the provisions of
    the Trust Deed.
11. The Trustee is required to take steps to ensure that the transactions of the Fund are in accordance with the provisions
    of the Trust Deed.
12. The Trustee is responsible for the calculation of any income due to be paid to the Mutual Fund and also of any income
    received in the Mutual Fund for the holders of the units of any scheme in accordance the Regulations and the Trust
    Deed.
13. The Trustee shall obtain the consent of the Unitholders:
     a)   whenever required to do so by SEBI, in the interest of Unitholders
     b)   whenever required to do so on the requisition made by three-fourths of the Unitholders of the Scheme.
     c)   when the Trustee decides to wind up or prematurely redeem the units.
14. The Trustees shall ensure that no change in the fundamental attributes of any scheme or the trust or fee and expenses
    payable or any other change which would modify the scheme and affects the interests of unit holders is carried out
    unless:
     -    a written communication about the proposed change is sent to each Unitholder and
     -    an advertisement is given in one English daily newspaper having nationwide circulation as well as in a newspaper
          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 will be
          obtained through voting, by mail. Detailed modalities of the same, including the principles for entitlement of
          votes for each Unitholder will be finalized in consultation with and after obtaining the approval of SEBI and the
          Trustee.
15. The Trustee is required to call for the details of transactions in securities by the key personnel of the AMC in their own
    names or on behalf of the AMC and report the same to SEBI as and when called for.
16. The Trustee is required to review quarterly, all transactions carried out between the Fund, the AMC and its associates.
17. The Trustee is required to review quarterly, the net worth of the AMC and in case of any shortfall ensure that the AMC
    makes up for the shortfall as per clause (f) of sub regulation (1) of Regulation 21 of the Regulations.
18. The Trustee is required to periodically review all service contracts such as custody arrangements and transfer agency,
    and satisfy itself that such contracts are executed in the interest of the Unitholders.
19. The Trustee is required to ensure that there is no conflict of interest between the manner of deployment of its net worth
    by the AMC and the interest of the Unitholders.
20. The Trustee is required to periodically review the investor complaints received and the redressal of the same by the
    AMC.
21. The Trustee is required to abide by the Code of Conduct as specified in the Fifth Schedule of the Regulations.
22. The Trustee has to furnish to SEBI on a half yearly basis: -
     a)   a report on the activities of the Fund covering the details as prescribed by SEBI;
     b)   a certificate stating that the Trustees have satisfied themselves that there have been no instances of self dealing or
          front running by any of the Trustee, directors and key personnel of the AMC;
     c)   a certificate to the effect that the AMC has been managing the schemes independently of any other activities and

                                                                                                                                         19
     Prudential ICICI Mutual Fund

                      in case any activities of the nature referred to in sub Regulation (2) of Regulation 24 of the Regulations have been
                      undertaken, the AMC has taken adequate steps to ensure that the interest of the Unitholders is protected.
          23. The independent Directors of the Trustee are required to give their comments on the report received from the AMC
              regarding the investments by the Mutual Fund in the securities of the group companies of the sponsors.
          24. No amendments to the Trust Deed shall be carried out without the prior approval of SEBI and Unitholders approval/
              consent will be obtained where it affects the interests of Unitholders as per the procedure / provisions laid down in the
              Regulations.
          25. The Trustees shall exercise general and specific due diligence required under the Regulations.
          26. Trustee shall maintain high standards of integrity and fairness in all their dealings and in the conduct of their business.
          27. Trustee shall render at all times high standards of service, exercise due diligence, ensure proper care and exercise
              independent professional judgement.
          28. The independent directors of the Trustee shall pay specific attention to the following as may be applicable, namely:
                a)    The Investment Management Agreement and the compensation paid under the agreement.
                b)    Service contracts with affiliates - whether the asset management company has charged higher fees than outside
                      contractors for the same services.
                c)    Selection of the asset management company's independent directors
                d)    Securities transactions involving affiliates to the extent such transaction are permitted.
                e)    Selecting and nominating individuals to fill independent directors vacancies.
                f)    Code of ethics must be designed to prevent fraudulent, deceptive or manipulative practices by insiders in connection
                      with personal securities transactions.
                g)    The reasonableness of fees paid to sponsors, asset management company and any others for services provided.
                h)    Principal underwriting contracts and renewals
                i)    Any service contracts with the associates of the asset management company.
          29. Notwithstanding anything contained in sub-regulations (1) to (25) of regulation 18 of the Regulations, the Trustees
              shall not be held liable for acts done in good faith if they have exercised adequate due diligence honestly.
          30. SEBI circular no. MFD/CIR/10/ 15895 /2002 dated August 20, 2002 provides that the meetings of the Trustees shall be
              held at least once in every two calendar months and at least six such meetings should be held every year. Further, as per
              the Regulations, for the purposes of constituting the quorum for the meetings of the Trustees, at least one Independent
              Trustee or Director should be present during such meetings.
                During the year 2005 - 2006, six meetings of the Directors of the Trustees were held and during the period from April
                1, 2006 to October 31, 2006 four meetings of the Directors of the Trustee were held. The Trustee's supervisory role is
                discharged by reviewing the information and the operations of the Fund based on reports submitted at the Board
                Meetings of the Trustee, by reviewing the reports being submitted by the Internal Auditor and the bi-monthly,
                quarterly and half-yearly compliance reports. The Trustee also conducts a detailed review of the half-yearly and annual
                accounts of the schemes of the Fund and discusses the matters arising there from with the Statutory Auditors of the
                Fund.
     iii) Trusteeship Fees
          Pursuant to the Deed of Trust constituting the Fund, the Fund is authorized to pay the Trustee a fee for its services in such
          capacity of a sum, presently computed at the rate of upto 0.05% of the amount, being the aggregate of the Trust Fund and
          Unit Capital of all the Schemes put together on April 1 of each year or a sum of Rs.5 lacs, whichever is higher. The Trustee
          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. The
          amendment authorizes the Trustee to decide upon the Trusteeship Fee to be charged from the Mutual Fund at the
          beginning of each financial year (April 1 to March 31), subject to the maximum limit of 0.05% to be arrived at as indicated
          above. The amendment does not in any way, adversely impact or alter the interests of Unitholders under the existing
          schemes of the Fund.
     C)   MANAGEMENT OF ASSET MANAGEMENT COMPANY (AMC)
          ICICI Asset Management Company Limited (I-AMC), a company registered under the Companies Act, 1956, was established
          by ICICI as its wholly owned subsidiary, to act as the Investment Manager of the ICICI Mutual Fund vide the Investment
          Management Agreement dated September 3, 1993. Consequent to a review of long-term business strategy of the AMC, it
          was decided to further strengthen commitment to the individual investor segment. As a part of this Scheme, Prudential plc.
          (formerly known as Prudential Corporation plc.) of the UK (Prudential) was inducted as the new joint venture partner.
          I-AMC was approved by SEBI to act as the Investment Manager of ICICI Mutual Fund vide its letter No.IIMARP/MF/22356
          dated October 12, 1993. Consequent to the restructuring of shareholding pattern as stated above, SEBI vide its letter
          No.IIMARP\631\98 dated March 11, 1998 accorded its approval for the induction of Prudential plc (through its wholly own
          subsidiary, Prudential Corporation Holdings Limited) as a shareholder of the AMC. The AMC has applied and secured
          approval from the Registrar of Companies, Delhi and Haryana, for its change of name to Prudential ICICI Asset Management
          Company Limited, vide letter No.21/55-54135/320 dated March 26, 1998.

20
                                                                                                 Prudential ICICI Income Multiplier Fund

     An Amendatory Agreement was entered into between Prudential Plc. and ICICI Bank Ltd on May 27, 2005 for transfer of
     6% of the Shareholding of Prudential Plc. in I-AMC to ICICI Bank Ltd. Consequent to the said transfer, with effect from
     August 26, 2005 ICICI Bank Limited holds shares aggregating to 51% of the share capital of Prudential ICICI Asset
     Management Company Limited (AMC), whereas the balance 49% is held by Prudential Plc. of UK, through its wholly owned
     subsidiary, Prudential Corporation Holdings Limited.
     The AMC will manage the schemes of the Fund, including the Scheme mentioned in this Offer Document, in accordance
     with the provisions of Investment Management Agreement, the Trust Deed, the Regulations and the objectives of each of
     the schemes.
     AMC has obtained registration from SEBI vide Registration No.INP000000373 dated February 29, 2000 read with a
     renewed 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 no
     objection for the AMC undertaking PMS activities subject to the AMC complying with the requirements as envisaged in
     Regulation 24(2) of SEBI (Mutual Funds) Regulations, 1996. The AMC has commenced the Portfolio Management activities,
     after complying with the regulatory requirements. The same are not in conflict with the mutual fund activities. Further, SEBI
     vide its letter dated May 31, 2005 having reference no. IMD/RK/41539/05 has conveyed its no objection for the AMC to
     undertake Advisory Services to Offshore Funds.
i)   Board of Directors of the AMC
     Mr. K. V. Kamath
     Radhika', 930 TPS IV, Off Sayani Road, Opp. Ravindra Natya Mandir, Prabhadevi, Mumbai 400 025
     Mr. Kamath has a degree in mechanical engineering and a master's degree in business administration from the Indian
     Institute of Management Ahmedabad.
     Mr.Kamath is the Managing Director and Chief Executive Officer of ICICI Bank Limited. Mr. Kamath has a degree in
     mechanical engineering and a master's degree in business administration from the Indian Institute of Management,
     Ahmedabad. He started his career in 1971 at ICICI, an Indian financial institution that later founded ICICI Bank, and merged
     with it in 2002. In ICICI, Mr. Kamath worked in project finance and corporate strategy and was involved with setting up new
     businesses and institutions in the areas of leasing, venture capital and credit rating. In 1988, he moved to the Asian
     Development Bank and spent several years in south-east Asia before returning to ICICI as its Managing Director and CEO
     in 1996. Over the next few years, the ICICI group transformed itself into a diversified, technology-driven universal banking
     group, that includes India's leading retail bank as well its leading private sector insurance companies. ICICI Bank was
     named the "Best Managed Bank in Asia" by Euromoney in 2002. Mr. Kamath was named Asian Business Leader of the Year
     by CNBC in 2001.
     Mr. Kamath is currently a Member of the National Council of the Confederation of Indian Industry, the apex chamber of
     commerce of Indian industry. He is also a member of the rtBoard of Directors of Visa International (Asia-Pacific). Mr. Kamath
     is also a Member of the Governing Boards of prestigious educational institutions including the Indian Institute of
     Management - Ahmedabad, Indian School of Business - Hyderabad and Manipal Academy of Higher Education - Manipal
     Mr. Barry Stowe
     One International Finance Centre 13 Floor, 1 Harbour View Street, Central, Hong Kong
     Mr. Barry Stowe is the Chief Executive of Prudential Corporation Asia. He is responsible for an extensive network of over 30
     life insurance and fund management operations spanning 12 diverse markets.
     Prior to joining Prudential, Mr. Barry was President of Accident & Health Worldwide for AIG Life Companies, overseeing
     more than 100 operations across six continents. Mr. Barry was also pivotal in building the Accident & Health unit into one
     of AIG's most profitable businesses, accounting for over 30% of AIG Life Companies' total earnings by 2005. Mr. Barry has
     considerable experience in the Asian market, having spent three years as the Regional Head for AIG Accident & Health in
     Southeast Asia before his appointment to the Hong Kong-based role of President, Accident & Health Worldwide. In
     addition to his eleven years with AIG, Mr. Barry's extensive career in the insurance industry includes his tenure as President
     & CEO of Nisus, a subsidiary of the Pan American Life Insurance Company, and several leadership positions at Willis
     Corroon, a global risk management and insurance brokerage based in the U.S.
     Mr. Barry is actively involved with a number of charities and community organisations, with a focus on the needs of children.
     Mr. Ajay Srinivasan
     Prudential Corporation Asia, One International Finance Centre 13 Floor, 1 Harbour View Street, Central, Hong
     Kong
     Mr. Srinivasan, Chief Executive, Fund Management, Asia, Prudential Corporation Asia (PCA) is responsible for PCA's mutual
     funds / Institutional Funds 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 Company and its day-to-day management.
     Mr. Srinivasan has significant experience in managing asset management companies. As the Deputy Chief Executive of ITC
     Threadneedle AMC. Mr. Srinivasan was part of the team responsible for making policy for ITC Threadneedle AMC Ltd and
     was also head of the fund management function. Prior to his tenure at ITC Threadneedle, Mr. Srinivasan was a member of
     the ITC Group's Financial Services Division and was responsible for establishing, planning and running several businesses
     at ITC, including the stock broking business, Over the Counter Exchange business, the private equity business and investment
     banking business.

                                                                                                                                           21
     Prudential ICICI Mutual Fund

          Mr. Srinivasan began his career at ICICI where, as a part of project appraisal team, he assessed the feasibility of several
          projects in various sectors.
          Mr. Srinivasan has a Post Graduate Diploma in Business Management from Indian Institute of Management, Ahmedabad,
          specializing in finance. He has a Bachelor's Degree in Economics (Honours) from St. Stephens' College, New Delhi.
          Ms. Kalpana Morparia
          B92, Ocean Gold CHS, Twin Tower Lane, Prabhadevi, Mumbai - 400 025.
          Ms. Kalpana Morparia is a graduate in law from Bombay University.
          Ms. Kalpana Morparia is the Joint Managing Director of ICICI Bank Limited. Ms. Morparia is responsible for the Corporate
          Centre at ICICI Bank. The Corporate Centre comprises the finance and treasury, planning and strategy, risk management,
          human resources management, legal, transaction processing and operations, corporate communications and corporate
          brand management functions and is responsible for ensuring strategic consistency across the ICICI group. Ms. Morparia is
          the official spokesperson for ICICI Bank. Ms. Morparia joined ICICI Limited in 1975. She worked in the areas of planning,
          treasury, resources and corporate legal services. In 2001, she led the ICICI group's major corporate structuring initiative, the
          merger of ICICI Limited with ICICI Bank to create India's second largest bank. Ms. Morparia has served on several committees
          constituted by the Government of India.
          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 consultancy
          division. 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 a management
          consultant.
          Mr. Mehta is a Member of the Managing Committee of Federation of Indian Chambers of Commerce and Industry (FICCI).
          He is a former Member of the Advisory Committee on Primary Markets set up by SEBI, a Former Director on the Board of the
          National Stock Exchange of India Limited and is the past President of PHD Chamber of Commerce & Industry.
          Mr. Mehta is a FCA and has a Bachelor of Commerce (Hons.) Degree.
          Mr. Dadi Engineer
          Flat no.4, 1st Floor, Shiv Shanti Bhuvan, 146 M. Karve Road, Opp. The Oval, Mumbai - 400 020.
          Mr. Engineer is a Solicitor and Advocate and is a Senior Partner at Crawford Bayley & Co. He has over 40 years experience in
          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 the
          Representative Member of the Governing Council of the Bar Association of India. He has also been associated with the
          various committees set up by Bombay Chamber of Commerce and Industry and Associated Chambers of Commerce and
          Industry.
          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 of India till December 2000.
          Mr. Gupta has worked with LIC for over 35 years in various capacities and has had extensive experience in the operations of
          the life insurance industry, specifically in the areas of investment, marketing, underwriting and administration. Mr. Gupta
          also worked in the investment department of the LIC for 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 May 1999,
          he functioned as the Investment Advisor to LIC.
          Mr. Gupta is on the Boards of several companies and had been a Member of "The Administrative Committee of Insurance
          Institute of India", "The Committee of NSE on Development of the Debt Market in India", "The Executive Committee of the
          NSE" and "The Advisory Committee on Secondary Market Operations of SEBI". At present Mr. Gupta is an Advisor to IL&FS
          Academy for Insurance & Finance Ltd., an initiative of IL&FS Group. Mr. Gupta is a M.A in English and has a LL.B. degree
          besides being a Fellow of Insurance Institute of India.
          Dr. (Mrs.) Swati A Piramal
          95A, Benzer Terrace, Abdul Gaffar Khan Road, Worli Sea Face, Mumbai 400 018.
          Dr. Swati A. Piramal, is a Medical Doctor (M.B.B.S.) from the University of Bombay. Dr. Piramal graduated with a Masters
          Degree from Harvard School of Public Health, Boston USA, where she had the unique honour of being selected
          Commencement Speaker at the 1992 Graduation Ceremony.
          Dr. Swati A. Piramal is the Director-Strategic Alliances & Communications of Nicholas Piramal India Limited. Her current
          responsibilities include Research & Development, Information Technology, Medical Services, and Knowledge Management
          for the Healthcare Group of Piramal Enterprises.


22
                                                                                              Prudential ICICI Income Multiplier Fund

Under her leadership, Piramal Enterprises has made significant progress in Discovery Research for discovering and patenting
new NCEs, new Drug Delivery Systems, Clinical Research for planning clinical trials, new drug protocols and pharmacokinetics
labs, herbal Research for DNA fingerprinting and standardization of Ayurveda, the setting up of a Business R & D programme
in the Company (BDRD.
Dr. Piramal is a Member of the Drugs Technical Advisory Board and the Maharashtra Biotechnology Council, Council of
Scientific & Industrial Research (CSIR), State Bank of India Life Insurance Company, Confederation of Indian Industries (CII),
WHO IPR Committee - Commission on Intellectual Property Rights, Innovation and Public Health. (CIPIH) and Chair of the
Life science & Biotech Committee and Economic Growth Committee. She heads the "Mahabioyatra" an initiative by the
Confederation of Indian Industry a Biotechnology network in Maharashtra. She is also on the Board of Directors of the
Indian Council for Research on International Economic Relations. (ICRIER).
Dr. Piramal has co-authored books on Health and Nutrition. One with Mrs. Tarla Dalal titled "Eat Your Way to Good Health."
She has also published articles in many leading publications.
Ms. Shikha Sharma
16-A, Peregrine, 400, Veer Savarkar Marg, Prabhadevi, Mumbai 400 025.
Ms. Sharma completed her Masters of Business Administration from the Indian Institute of Management - Ahmedabad.
Ms. Shikha Sharma is the Managing Director & CEO of ICICI Prudential Life Insurance Company ("I-Pru"). ICICI Prudential
was amongst the first private sector companies in India to be awarded a life license in December 2000, and since its
inception the I-Pru has established itself as India's leading private life insurer, offering a complete range of products to meet
the varying needs of the Indian customer.
She began her career with ICICI, one of India's largest financial services providers, in 1980. She has been instrumental in
setting up various group businesses for ICICI, including investment banking and retail finance.
Ms. Sharma was awarded for India's most Powerful Woman in Business by Business Today, CEO of the year by Indira Group
of Institutes, India's greatest brand builders, and Institute of Marketing and Management Award for Excellence in the year
2004.
Mr. Pankaj Razdan
Sherwin Ark, Bunglow No. 3, Bellscot Co-op Hsg. Society, Lokhandwala Complex, Andheri (W), Mumbai 400058
Mr. Razdan is the Managing Director of the Prudential ICICI Asset Management Company Ltd. and is responsible for
development of the business of the Company and its day-to-day management.
Mr. Razdan has rich experience and knowledge in Sales, Distribution and Marketing. He began his career with the HMG
Financial Services Limited as a Marketing Manager. He then joined Karvy Securities Limited where he worked for 5 years in
its Distribution and Merchant Banking Division. Mr. Razdan joined Prudential ICICI Asset Management Co. Ltd. in April
1998, as Vice President & Head - Sales and Distribution of West Zone of the Company. In 1999, he headed the Sales and
Distribution of the Company in West and North Zone. He was promoted to become the Senior Vice President - Sales and
Distribution in February 2000 and Senior Vice President - Sales and Marketing in 2001. In March 2003 he took over the post
of Deputy CEO with a responsibility to oversee Sales, Distribution and Marketing for all India, Strategic Planning, Development
and Customer Service.
Mr. Razdan has a Bachelors degree in Electronics and has graduated in Engineering specializing in electronics.
ii)   Powers, Duties and Responsibilities of the AMC
      The duties and responsibilities of the AMC shall be governed by the Regulations and the Investment Management
      Agreement. 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
            other functions and to transact all business pertaining to the Fund;
      (b) to keep the moneys belonging to the Trust with scheduled banks and Custodians as it may deem fit;
      (c)   to issue, sell and purchase Units under any Scheme;
      (d) to repurchase the Units that are offered for repurchase and hold, reissue or cancel them;
      (e)   to formulate strategies, lay down policies for deployment of funds under various Schemes and set limits collectively
            or separately for privately placed debentures, unquoted debt instruments, securitised debts and other forms of
            variable securities which are to form part of the investments of the Trust Funds;
      (f)   to arrange for investments, deposits or other deployment as well as disinvestment or refund out of the Trust Funds
            as per the set strategies and policies;
      (g) to make and give receipts, releases and other discharges for moneys payable to the Trust and for the claims and
          demands of the Trust;
      (h) to get the Units under any scheme listed on any one or more stock exchanges in India or abroad;
      (i)   to open one or more bank accounts for the purposes of the Fund, to deposit and withdraw money and fully
            operate the same;
      (j)   to pay for all costs, charges and expenses, incidental to the administration of the Trust and the management and
            maintenance of the Trust property, Custodian and/or any other entities entitled for the benefit of the Fund, audit
            fee, management fee and other fees;

                                                                                                                                        23
     Prudential ICICI Mutual Fund

                (k)   to furnish compliance reports to the Trustees as prescribed by SEBI.
                (l)   to provide or cause to provide information to SEBI and the Unitholders as may be specified by SEBI and
                (m) to generally do all acts, deeds, matters and things which are necessary for any object, purpose or in relation to the
                    Prudential 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 the conduct of their business.
                      The Asset Management Company shall render at all times high standards of service, exercise due diligence, ensure
                      proper care and exercise independent professional judgement.
                      The independent directors of the Asset Management Company shall pay specific attention to the following as
                      may be applicable, namely:
                      i.    The Investment Management Agreement and the compensation paid under the agreement.
                      ii.   Service contracts with affiliates - whether the company has charged higher fees than outside contractors for
                            the same services.
                      iii. Securities transactions involving affiliates to the extent such transaction are permitted.
                      iv.   Code of ethics must be designed to prevent fraudulent, deceptive or manipulative practices by insiders in
                            connection with personal securities transactions.
                      v.    The reasonableness of fees paid to sponsors, asset management company and any others for services
                            provided.
                      vi.   Principal underwriting contracts and renewals
                      vii. 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
                            management fee at 1.25% per annum of the average net assets for a corpus up to Rs.100 crores and at
                            1.00% per annum for the corpus amount in excess of Rs.100 crores. Further, as per the Regulations, for the
                            schemes launched on no load basis, the Asset Management Company is entitled to collect an additional
                            management fees not exceeding 0.50% of the average net assets outstanding in each financial year.
     iii) Key Employees of the AMC and relevant experience
          Name of the                  Age   Designation          Educational              Total No. of          Assignments Held
          Employee                   (Years)                      Qualifications           Years of              During the Last 10
                                                                                           Experience /          Yrs
                                                                                           Type & Nature
                                                                                           of Experience

          Mr. Pankaj Razdan            37    Managing Director    B.Sc. (Electronics)      Over 9 years of       Managing Director of
                                                                  B. Tech (Electronics     experience in sales   Prudential ICICI AMC Ltd.
                                                                  Engineering)             and distribution.     since January 2004.
                                                                                                                 Deputy CEO - Prudential
                                                                                                                 ICICI AMC - March 2003
                                                                                                                 to December 2003.
                                                                                                                 Vice President / Senior
                                                                                                                 Vice President & Head -
                                                                                                                 Sales & Distribution -
                                                                                                                 Prudential ICICI AMC -
                                                                                                                 2000- 2003.

                                                                                                                 Vice President - West &
                                                                                                                 North Zone Prudential
                                                                                                                 ICICI AMC - 1999 - 2000.

                                                                                                                 Head -Distribution -Karvy
                                                                                                                 Securities Limited - 1997 -
                                                                                                                 1998.

                                                                                                                 Marketing Manager -
                                                                                                                 HMG Financial Services
                                                                                                                 Limited - 1992 - 1993.

                                                                                                                 Graduate Engineer
                                                                                                                 Trainee / Design Engineer
                                                                                                                 - Nelco Ltd. 1992.




24
                                                                                    Prudential ICICI Income Multiplier Fund


Name of the             Age   Designation       Educational            Total No. of         Assignments Held
Employee              (Years)                   Qualifications         Years of             During the Last 10
                                                                       Experience /         Yrs
                                                                       Type & Nature
                                                                       of Experience
Mr. Nilesh Shah         37   Chief Investment   B.Com, A.C.A,          Over 14 years of     Chief Investment Officer -
                             Officer            Grad C.W.A,            experience in fund   Prudential ICICI AMC
                                                                       management and       Limited - June 2004 to
                                                                        Portfolio           date
                                                                        Management
                                                                                            Director and Chief
                                                                                            Investment Officer -
                                                                                            Franklin Templeton AMC
                                                                                            India Pvt. Limited -
                                                                                            September 2002 to May
                                                                                            2004.

                                                                                            Chief Investment Officer -
                                                                                            Franklin Templeton AMC
                                                                                            India Pvt. Limited -
                                                                                            January 2000 to
                                                                                            September 2002.

                                                                                            Portfolio Manager - Fixed
                                                                                            Income - Franklin
                                                                                            Templeton AMC India Pvt.
                                                                                            Limited - March 1997 to
                                                                                            January 2000.

                                                                                            Head - Structured
                                                                                            Products - ICICI Securities
                                                                                            and Finance Company
                                                                                            Limited - April 1992 to
                                                                                            February 1997.

Mr. Vasant Sanzgiri     46   Senior Vice        BSc (Life Sciences),   Over 18 years        Vice President / Senior
                             President &        MMS (Personnel         experience in area   Vice President & Head
                             Head Human         Management)            of Human             Human Resources
                             Resources                                 Resources            Prudential ICICI AMC -
                                                                       Management           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
                                                                                            & Quality Manager - Modi
                                                                                            Xerox - 1995 -1996.

                                                                                            Manager, Human
                                                                                            Resources Cyanamid India
                                                                                            - 1992 - 1995.

                                                                                            Manager - Human
                                                                                            Resources - Indian Hotels
                                                                                            Limited - 1990 - 1992.

Mr. Kalyan Prasath      40   Vice President -   PGDSM (NIIT), B.Sc     Over 19 years of     Vice President -
                             Information                               work experience      Information Technology -
                             Technology                                in areas of          Prudential ICICI AMC June
                                                                       Information          2001 onwards.
                                                                       Technology


                                                                                                                              25
     Prudential ICICI Mutual Fund


          Name of the                 Age   Designation           Educational               Total No. of       Assignments Held
          Employee                  (Years)                       Qualifications            Years of           During the Last 10
                                                                                            Experience /       Yrs
                                                                                            Type & Nature
                                                                                            of Experience
                                                                                                               Birla Global - Assistant
                                                                                                               Vice President from
                                                                                                               February 97 to April 2001.

                                                                                                               DGP Windsor India Ltd. -
                                                                                                               Manager from
                                                                                                               September 1994 to
                                                                                                               January 1997.

                                                                                                               Universal Luggage Mfg.
                                                                                                               Co. Ltd. - Asst. Manager
                                                                                                               from November 1990 to
                                                                                                               September 1994.

                                                                                                               NIIT/CCIT - Course
                                                                                                               Conductor from May
                                                                                                               1989 to October 1990

                                                                                                               ECIL - System Developer
                                                                                                               from June 1988 to April
                                                                                                               1989

                                                                                                               Associated Systems -
                                                                                                               Software Developer from
                                                                                                               July 1985 to April 1988.

          Mr. Ranganath Athreya       41   Sr. Vice President -   Associate -Institute of   Over 16 yrs of     Sr. Vice President -Legal,
                                           Legal, Compliance      Company Secretaries       experience in      Compliance and Company
                                           and Company            of India.                 Compliance and     Secretary, Prudential
                                           Secretary              Bachelors Degree          Company            ICICI AMC January 14,
                                                                  (General Laws),           Secretarial         2002 onwards.
                                                                   PGDCP                    functions
                                                                                                               Head Corporate
                                                                                                               Communication and
                                                                                                               Company Secretary - IDBI
                                                                                                               Bank June 1997 to 12th
                                                                                                               Jan 2002

                                                                                                               Chief Manager Merchant
                                                                                                               Banking and Company
                                                                                                               Secretary - Karnataka
                                                                                                               Bank Ltd. from 1992-97

                                                                                                               Company Secretary
                                                                                                               Lakshmi Motor Credit
                                                                                                               (Now TVS Finance) 1989-
                                                                                                               92

          Mr. Ashok Suvarna           34   Vice President         MBA (Finance)             Over 12 Years of   January 2006: Vice
                                           Operations             B. Com                    experience in      President - Operations
                                                                                            Operations         Prudential ICICI AMC
                                                                                                               Limited April 1998 till
                                                                                                               December 2004
                                                                                                               Prudential ICICI AMC Ltd.
                                                                                                               Handling Operations,
                                                                                                               Projects & Quality
                                                                                                               Assurance March 1994 till
                                                                                                               March 1998
                                                                                                               SBI Funds Management
                                                                                                               Limited handling
                                                                                                               Operations

26
                                                                                     Prudential ICICI Income Multiplier Fund


Name of the             Age   Designation       Educational             Total No. of          Assignments Held
Employee              (Years)                   Qualifications          Years of              During the Last 10
                                                                        Experience /          Yrs
                                                                        Type & Nature
                                                                        of Experience

Mr. Pankaj Kaji         54   Senior Fund        B.Com                   35 yrs                Fund Manager- Prudential
                             Manager                                                          ICICI AMC- 2002 till date.

                                                                                              Deutsche Bank, Mumbai
                                                                                              (Vice-President-Money
                                                                                              Market) 1994-2002.

                                                                                              ANZ Grindlays Bank
                                                                                              (Funds Manager)-1986-
                                                                                              1994

Mr. Chaitanya Pande    35    Sr. Fund Manager   PGDM from IMI,          11 yrs Manager -      Manager - Fund
                                                New Delhi, BSc from     As Fund               Management 6th
                                                St. Stephens College,   Management            September 2002 till date
                                                New Delhi                                     - Sr. Fund Manager -
                                                                                              Prudential ICICI AMC
                                                                                              Limited

                                                                                              January 2000 to
                                                                                              September 2002 JF Asset
                                                                                              Management (India) Pvt.
                                                                                              Limited

                                                                                              May 1995 to January
                                                                                              2000
                                                                                              Investment Analyst
                                                                                              JF Asset Management
                                                                                              (India) Pvt. Limited

Mr. Yogesh Bhatt        38   Associate Vice     A.C.A. Grad C.W.A.      15 years as Equity    Prudential ICICI Asset
                             President -                                Dealer                Management Co. Ltd.
                              Investments                                                     From June 28, 2004 till
                                                                                              date as Associate Vice
                                                                                              President - Investments

                                                                                              Sushil Finance Consultants
                                                                                              Ltd. From 1999 to June
                                                                                              2004 as Equity Dealer/
                                                                                              Strategist

                                                                                              Falcon Brokerage Private
                                                                                              Limited. - From 1996 to
                                                                                              1999 as Equity Dealer

                                                                                              Sushil Finance Consultants
                                                                                              Ltd. From 1991 to 1996
                                                                                              as Equity Dealer/
                                                                                              Strategist

Mr. B. Ramakrishna     41    Chief financial    B'Com, A.C.A Grad.      Over 13 Years of      Prudential ICICI AMC Ltd.
                             Officer            CWA                     experience in         From September 23,
                                                                        Corporate             2004 till date.
                                                                        Planning,             Marico Industries Ltd. As
                                                                        Investor Relations,   General Manager -
                                                                        Financial Planning    Corporate Finance from
                                                                                              September 1998 to
                                                                                              September, 2004.

                                                                                              ITC Agrotech Ltd. As
                                                                                              Commercial Manager
                                                                                              from February 1993 to
                                                                                              August 1998.

                                                                                                                               27
     Prudential ICICI Mutual Fund


          Name of the                 Age   Designation       Educational           Total No. of         Assignments Held
          Employee                  (Years)                   Qualifications        Years of             During the Last 10
                                                                                    Experience /         Yrs
                                                                                    Type & Nature
                                                                                    of Experience

          Mr. Rahul Goswami           34   Senior Fund        B. Sc., M. B. A.      10 Years - Fund  Prudential ICICI Asset
                                           Manager                                  Management Debt.    Management Co. Ltd.
                                                                                                     From July 6, 2004 till date
                                                                                                     as Senior Fund Manager

                                                                                                         Franklin Templeton Asset
                                                                                                         Management (I) Pvt. Ltd.
                                                                                                         From October 2002 to
                                                                                                         July 2004 as Fund
                                                                                                         Manager.

                                                                                                         UTI Bank Ltd. From
                                                                                                         January 2000 to October
                                                                                                         2002 to July 2004 as Fund
                                                                                                         Manager.

                                                                                                         UTI Bank Ltd. From
                                                                                                         January 2000 to October
                                                                                                         2002 as Manager -
                                                                                                         Investments and
                                                                                                         Merchant Banking.

                                                                                                         SMIFS Securities Ltd.
                                                                                                         From June 1998 to
                                                                                                         January 2000 as Senior
                                                                                                         Dealer - Debt Sales.

                                                                                                         Khandwala Finances Ltd.
                                                                                                         From October 1997 to
                                                                                                         June 1998 as Senior
                                                                                                         Dealer - Debt Sales.

                                                                                                         RR Financial Consultants
                                                                                                         Limited from December
                                                                                                         1995 to October 1997 as
                                                                                                         Manager - Debt Sales.

          Mr. S Naren                 40   Co-Head Equities   B.Tech - IIT Madras   Over 17 years of     Prudential ICICI AMC Ltd.
                                                              PGDM - IIM            experience in Fund   from October, 2004 till
                                                              Calcutta              Management,          date.
                                                                                    Equity Research,
                                                                                    Operations etc.

                                                                                                         Refco Sify Securities India
                                                                                                         Pvt. Ltd. as Head of
                                                                                                         Research from November,
                                                                                                         2003 to October, 2004

                                                                                                         HDFC Securities Ltd. as
                                                                                                         Vice President from
                                                                                                         September, 2000 to
                                                                                                         March, 2002 and as
                                                                                                         Director & COO from
                                                                                                         March, 2002 to
                                                                                                         November, 2003

                                                                                                         Yoha Securities as CEO
                                                                                                         from December, 1995 to
                                                                                                         September, 2000




28
                                                                                        Prudential ICICI Income Multiplier Fund


Name of the              Age   Designation       Educational               Total No. of         Assignments Held
Employee               (Years)                   Qualifications            Years of             During the Last 10
                                                                           Experience /         Yrs
                                                                           Type & Nature
                                                                           of Experience

Mr. Anand Gupta         31    Dealer & Fund      B.COM, PGDBA              11 years in          June 2003 to May 2005
                              Manager AVP        from Institute of         execution, sales     as AVP-Institutional sales
                              Investment         Technology &              trading and          with Refco-Sify Securities
                                                 Management (ITM)          sales.               Ltd.
                                                                                                June 1998 to May 2003
                                                                                                with Birla Sunlife
                                                                                                Securities Ltd in Sales
                                                                                                Trading And Sales.

                                                                                                Nov. 1993 to May 1998
                                                                                                with Anagram Securities
                                                                                                ltd in execution and sales
                                                                                                trading.

Mr. Prashant Kothari     26    Fund Manager      PGDM IIMA                 3Years as Equity     Prudential ICICI AMC
                                                                           Analyst and Fund     Limited - Fund Manager
                                                                           Manager              from September 2004

                                                                                                Prudential ICICI AMC
                                                                                                Limited - Equity Analyst
                                                                                                from May 2003

Mr. Deven Sangoi         36   Senior Fund        B.E. (Electronics)        Over all 11 years    Predential ICICI AMC
                              Manager            M.B.A. (Finance)          of equity market     Limited -
                                                                           experience.          September 2005 as
                                                                           (5 years of Fund     Senior Fund Manager.
                                                                           management
                                                                           experience.)
                                                                                                Birla Sun Life AMC Ltd. -
                                                                                                From February 2000 to
                                                                                                September 2005 as
                                                                                                Manager, Assistant Vice
                                                                                                President, Fund Manager

                                                                                                Alchemy Share and stock
                                                                                                Brokers Pvt. Ltd. From
                                                                                                June 1994 to February
                                                                                                2000 - as Senior Analyst

Mr. Chintan A. Haria     24   Assistant to the   M.Com, ACA, ICWA          Holding position as Prudential ICICI AMC
                              dealer                                       an Asst. to the     October 2005 till date.
                                                                           Dealer in
                                                                           Prudential ICICI
                                                                           Asset Management
                                                                           Company

Mr Pranay Sinha          26   Credit Research    PGDM, Institute of        6 months             Prudential ICICI AMC
                              Analyst            Management                experience in        Limited - Nov 2005 till
                                                 Calcutta (IIMC)           Credit research      date as Credit Research
                                                                           and credit risk      Analyst
                                                                           analysis
                                                                                                UTI Bank- June 2005 till
                                                                                                Oct 2005 in credit risk
                                                                                                side.

Mr. Prashant Poddar     26    Research Analyst   PGDBM, Indian Institute   8 months in PruICICI Prudential ICICI AMC
                                                 of Management             5 months in AIG      Limited - Nov 2005 till
                                                 (Lucknow)                 (Insurance)          date as Research analyst
                                                                                                AIG - 5 months as
                                                                                                Management Trainee
                                                                                                (General Management
                                                                                                role) in Insurance
                                                                                                                                  29
     Prudential ICICI Mutual Fund


          Name of the                 Age   Designation     Educational            Total No. of        Assignments Held
          Employee                  (Years)                 Qualifications         Years of            During the Last 10
                                                                                   Experience /        Yrs
                                                                                   Type & Nature
                                                                                   of Experience

          Mr. Munzal Shah             34   Associate Vice   Chartered Accountant   6 years in Equity   DSP Merrill Lynch Ltd -
                                           President                               Research Analyst    From December 2005 till
                                                                                   in the mid-cap      September 2006
                                                                                   space
                                                                                                       Emkay Shares and Stock
                                                                                                       Brokers Ltd From October
                                                                                                       2004 till November 2005

                                                                                                       IDBI Capital Markets Ltd
                                                                                                       From November 2003 till
                                                                                                       September 2004

                                                                                                       Sushil Finance Consultants
                                                                                                       Ltd From April 2003 till
                                                                                                       October 2003

                                                                                                       Advani Share Brokers Pvt
                                                                                                       Ltd From July 2002 till
                                                                                                       March 2003

                                                                                                       Quest Securities Co Pvt
                                                                                                       Ltd From October 2000 till
                                                                                                       June 2002

          Pushpinder Singh            33   Associate Vice   MBA, B.Tech            6 years in equity   Prudential ICICI AMC
                                           President                               research and fund   Limited - Oct 2006 till
                                                                                   management          date as Associate vice
                                                                                                       president-Investments.

                                                                                                       Kotak Mahindra AMC Ltd
                                                                                                       -Oct 2004 to Sept2006 as
                                                                                                       Associate vice president -
                                                                                                       funds management.

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

                                                                                                       Asit C. Mehta Investment
                                                                                                       Intermediates ltd - from
                                                                                                       June 2000 to September
                                                                                                       2001 as equity research
                                                                                                       analyst.

          Nimesh K. Chandan           29   Fund Manager     MMS (Finance) from     6 years 5 months    Fund Manager with
                                                            Somaiya Institute of   in the Indian       Prudential ICICI Mutual
                                                            Mgmt and Research      Capital Markets     Fund - October 2006 till
                                                             (University of                            date
                                                            Mumbai)
                                                                                                       Jr. Fund Manager with SBI
                                                                                                       Mutual Fund - from
                                                                                                       February 2006 to
                                                                                                       September 2006

                                                                                                       Asst. Manager
                                                                                                       Investments with Birla
                                                                                                       Sunlife Mutual Fund -
                                                                                                       from September 2005 to
                                                                                                       January 2006



30
                                                                                              Prudential ICICI Income Multiplier Fund

     Name of the               Age   Designation         Educational             Total No. of         Assignments Held
     Employee                (Years)                     Qualifications          Years of             During the Last 10
                                                                                 Experience /         Yrs
                                                                                 Type & Nature
                                                                                 of Experience

                                                                                                      AVP Equity with Stratcap
                                                                                                      Securities - from January
                                                                                                      2001 to September 2005

                                                                                                      Executive - Equity
                                                                                                      Institutional Desk with
                                                                                                      Darashaw and Co. - from
                                                                                                      June 2000 to December
                                                                                                      2000
     *Amit Mehta               25    Assistant Manager   B. Tech, PGDM (IIM      2.5 years in         1 year with Thermax
                                                         Ahmedabad)              Engineering and      1.5 years with Citibank
                                                                                 Banking


     * Mr. Amit Mehta has been appointed as dedicated Fund manager for investment in ADRs / GDRs/ Foreign Securities and
     is not involved in any domestic fund Management.
     As indicated above, at present a team comprising of Eleven (11) Fund Managers are involved in fund management/ research
     activities. The past experience of these employees is indicated above.
     All the above key personnel are based at the Corporate Office of AMC
iv) Fund Manager
     The following Fund Managers will manage the investments of the Scheme. Their qualifications and experience are as under:

     Scheme Name                                Fund Manager          Qualification         Experience
     Prudential ICICI Income Multiplier Fund    Mr. Prashant Kothari PGDM                   3 Years as Equity Analyst and
                                                (Equity)                                    Fund Manager

                                                Chaitanya Pande       PGDM from IMI         11 Years Manager Fund
                                                (Debt)                New Delhi, BSc        Management
                                                                      from St. Stephens
                                                                      College, New Delhi

v)   Compliance Officer
     The Compliance Officer for the Fund is:
     Mr. Ranganath Athreya
     Senior Vice President- Compliance, Legal and Company Secretary
     Prudential ICICI Asset Management Company Ltd.
     8th Floor, Peninsula Tower, Peninsula Corporate Park,
     Ganpatrao Kadam Marg, Off Senapati Bapat Marg,
     Lower Parel, Mumbai 400 013.
vi) Investor Relations Officer
     Investor Relations Officer for the Fund is Ms. Molly Kapoor and she may be contacted at the corporate office of the AMC at
     Mumbai.
D) Auditors
     N. M. Raiji & Co., Chartered Accountants, Mumbai have expressed their willingness to act as Auditors for the Scheme
     offered under this Offer Document and have been appointed as Auditors by the Trustee.
E)   Registrar
     Computer Age Management Services Private Limited, A&B Lakshmi Bhavan, 609 Anna Salai, Chennai 600 006 (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 dispatch
     Account Statements. The AMC and the Trustee have satisfied themselves that the Registrar can provide the services required
     and has adequate facilities and the system capabilities.
F)   Custodian
     HDFC Bank Limited, Mumbai has been appointed as Custodian for the Scheme mentioned in the Offer Document. The
     Custodian has been registered with SEBI and has been awarded registration No.IN/CUS/001 dated February 2, 1998. The
     Trustee propose to enter into a Custodian Agreement with the Custodian and the salient features of the said Agreement
     would be as under:
     (a)   Provide post-trading and custodial services to the Mutual Fund.

                                                                                                                                        31
     Prudential ICICI 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
                part of its approved agents and
          (f)   Segregate assets of each Scheme.
                Further, the Custodian shall not assign, transfer, hypothecate, pledge, lend, use or otherwise dispose any assets or
                property, 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
                making an adequate disclosure to SEBI and the Trustee/AMC.
                The Custodian will be entitled to remuneration for its services in accordance with the terms of the Custodian Agreement.




32
                                                                                                Prudential ICICI Income Multiplier Fund


                                                         SECTION II

                                          INVESTMENT OBJECTIVES & POLICIES

Fundamental Attributes of the Scheme - Regular Plan
a)   Type of the Scheme
     An open-ended debt scheme seeking to generate long-term capital appreciation.
b)   Investment Objective
     Prudential ICICI Income Multiplier Fund - Regular Plan is an open-ended Debt Scheme, seeking to generate long-term
     capital appreciation from a portfolio that is invested predominantly in debt instruments and the balance in equity and
     equity related securities.
(c) Investment Pattern and Investment policies
     The corpus of the Scheme will be invested predominantly in debt instruments and to a lesser extent in equity and equity
     related instruments. Subject to the Regulations, the corpus of the Scheme can be invested in any (but not exclusively) of the
     following securities:
     1)   Securities created and issued by the Central and State Governments and/or repos/reverse repos in such Government
          Securities as may be permitted by RBI (including but not limited to coupon bearing bonds, zero coupon bonds and
          treasury bills)
     2)   Securities guaranteed by the Central and State Governments (including but not limited to coupon bearing bonds, zero
          coupon bonds and treasury bills)
     3)   Debt obligations of domestic Government agencies and statutory bodies, which may or may not carry a Central/State
          Government guarantee
     4)   Corporate debt (of both public and private sector undertakings)
     5)   Obligations of banks (both public and private sector) including term deposit with the banks as permitted by SEBI/RBI
          from time to time and development financial institutions
     6)   Money market instruments permitted by SEBI/RBI, having maturities of up to one year, in call money market or in
          alternative investment for the call money market as may be provided by the RBI to meet the liquidity requirements.
     7)   Certificate of Deposits (CDs)
     8)   Commercial Paper (CPs)
     9)   Securitised Debt
     10) The non-convertible part of convertible securities
     11) Any other domestic fixed income securities
     12) Equity and equity related securities including convertible bonds and debentures and warrants carrying the right to
         obtain equity shares.
     13) ADRs/GDRs/ foreign securities issued by Indian Companies, subject to the guidelines issued by Reserve Bank of India
         and Securities and Exchange Board of India.
     14) Derivative instruments like Interest Rate Swaps, Forward Rate Agreements, Stock Index Futures, Interest Rate Derivatives
         and such other derivative instruments permitted by SEBI/RBI.
          The securities mentioned above could be listed or unlisted, secured or unsecured, rated or un-rated and of varying
          maturity. The securities may be acquired through Initial Public Offerings (IPOs), secondary market operations, private
          placement, rights offers or negotiated deals.
          The Scheme may also enter into repurchase and reverse repurchase obligations in all securities held by it as per the
          guidelines and regulations applicable to such transactions. Further, the Scheme intends to participate in securities
          lending as permitted under the Regulations.
          Under normal circumstances, the asset allocation under the Scheme will be as follows:
           Type of security                                   Approx. Allocation (% of Corpus)          Risk Profile
           Equities & Equity related securities               0-30%                                     Medium to High
           Debt instruments                                   65-100%*                                  Low to Medium
           Cash & Money Market Instruments                    0-5%                                      Low to Medium
          * Note: If the Scheme decides to invest in securitised debt, it is the intention of the Investment Manager that such
          investments will not normally, exceed 15% of the corpus of the Scheme.
          It may be noted that no prior intimation/indication would be given to investors when the composition/asset allocation
          pattern under the scheme undergo changes within the permitted band from 0% to 30% for equity related instruments

                                                                                                                                          33
     Prudential ICICI Mutual Fund

                and from 65% to 100% for debt and 0% to 5% for cash & money market instruments. The investors/unitholders can
                ascertain details of asset allocation of the scheme as on the last date of each month on AMC's website at www.pruicici.com
                that will display the asset allocation of the scheme as on the given day.
                Investors may note that securities, which provide higher returns, typically, display higher volatility. Accordingly, the
                investment portfolio of the Scheme would reflect moderate to high volatility in its equity and equity related investments
                and low to moderate volatility in its debt and money market investments.
     d)   Investment Strategy
          The AMC aims to identify securities, which offer superior levels of yield at lower levels of risks. With the aim of controlling
          risks, rigorous in depth credit evaluation of the securities proposed to be invested in will be carried out by the investment
          team of the AMC. The credit evaluation includes a study of the operating environment of the company, the past track record
          as well as the future prospects of the issuer, the short as well as longer-term financial health of the issuer. The AMC will also
          be guided by the ratings of Rating Agencies such as CRISIL, CARE and ICRA.
          In addition, the investment team of the AMC will study the macro economic conditions, including the political, economic
          environment and factors affecting liquidity and interest rates. The AMC would use this analysis to attempt to predict the
          likely direction of interest rates and position the portfolio appropriately to take advantage of the same.
          Subject to the limits indicated above, the Fund may invest a part of the portfolio in securities issued and guaranteed by State
          and Central Governments. The Fund may also invest in Securities of issuers supported by Government of India or State
          Governments subject to such securities satisfying the criteria relating to rating etc.
          Given that the liquidity of fixed income instruments is currently limited, the AMC will try to provide liquidity by staggering
          maturities for various instruments, as well as holding a sufficientsa portion of the portfolio in more liquid government and
          corporate paper as well as money market securities.
          Under normal circumstances 40 - 60% of portfolio may be considered to be invested in illiquid securities. Should there be
          a need to liquidate part or all of these securities in a very short duration of time, the AMC may not be able to realize the full
          value of these securities. Consequently the NAV of the Scheme may be impacted. Please refer to "Right to limit redemptions"
          and "Suspension of sale and redemption of Units' on page 56
          The Scheme may invest in other schemes managed by the AMC or in the Schemes of any other Mutual Funds, provided it
          is in conformity to the investment objectives of the Scheme and in terms of the prevailing Regulations. As per the Regulations,
          no investment management fees will be charged for such investments.
          For the present, the Scheme does not intend to enter into underwriting obligations. However, if the Scheme does enter into
          an underwriting agreement, it would do so with the prior approval of the Board of the AMC.
     Securitisation and Portfolio Sale
          Asset securitisation is a process whereby commercial or consumer credits are packaged and sold in the form of financial
          instruments. A typical process of asset securitisation involves sale of specific Receivables to a Special Purpose Vehicle (SPV)
          set up in the form of a trust or a company. The SPV in turn issues financial instruments (e.g., promissory notes, pass through
          certificates or other debt instruments) to investors, such instruments evidencing the beneficial ownership of the investors
          in the Receivables. The financial instruments are rated by an independent credit rating agency. An Investor's Agent is
          normally appointed for providing trusteeship services for the transaction.
          On the recommendation of the credit rating agency, additional credit support (Credit Enhancement) may be provided in
          order that the instrument may receive the desired level of rating. Typically the servicing of the Receivables is continued by the
          seller in the capacity of the Servicer. Cash flows, as and when they are received, are passed onto the investors. Features of
          securitisation transactions include:
                ¢     Absolute true sale of assets to an SPV (with defined purposes and activities) in trust for the investors;
                ¢     Reliance by the investors on the performance of the assets for repayment - rather than the credit of the Originator
                      (the seller) or the Issuer (the SPV);
                ¢     Consequent to the above, "Bankruptcy Remoteness" from the Originator;
                ¢     Support for timely payments, inter-alia, in the form of suitable credit enhancements, if required;
                ¢     Securitised debt paper usually achieves a high investment grade credit rating;
                ¢     There is a diversification of economic risks as credit risk is spread over a diversified group of obligors.
          The Scheme will seek to invest in securitised debt upto 100% of the net assets of the scheme only when the returns from
          such portfolio are expected to be higher than the other available securities at the time of making an investment. In making
          the decision to invest upto 100% in securitised debt, it will be ensured that the ratings, risk profiles and the returns of
          securitised debt instruments are compared with other equivalent eligible debt securities before making an investment
          decision. In case the scheme intends to make investment upto 100% in securitised debt instruments, the Trustees will be
          informed of the same with due justification prior to making an investment decision.
          The Scheme will adhere to the per issuer exposure limits with reference to securitised debt as specified under the SEBI
          Regulations.

34
                                                                                                 Prudential ICICI Income Multiplier Fund

e)   Change in Investment Pattern
     Subject to the Regulations, the asset allocation pattern indicated above may change from time to time, keeping in view
     market conditions, market opportunities, applicable regulations and political and economic factors. It must be clearly
     understood that the percentages stated above are only indicative and not absolute and that they can vary substantially
     depending upon the perception of the Investment Manager, the intention being at all times to seek to protect the interests
     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 Scheme
     shall be effected only in accordance with the provisions of sub regulation (15A) of Regulation 18 of the Regulations.
     It may be noted that no prior intimation/indication would be given to investors when the composition/asset allocation
     pattern under the scheme undergo changes within the permitted band from 0% to 30% for equity related instruments and
     from 65% to 100% for debt and 0% to 5% for cash & money market instruments. The investors/unitholders can ascertain
     details of asset allocation of the scheme as on the last date of each month on AMC's website at www.pruicici.com, that will
     display the asset allocation of the scheme as on the given day.
f)   Terms of the Scheme
     1.   Liquidity
          The Scheme will offer for sale and redemption of Units on every Business Day at NAV based prices, subject to the
          prevailing 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 (hereinafter
               defined). The redemption request can be made for a minimum of Rs.500/- and in multiples thereof. Redemption
               can also be made for the total number of units standing to the credit of investor at the time of closure of account,
               even though such redemption is for less than Rs. 500.
          b)   Redemption Price
               The redemption will be at Applicable NAV based prices. Please refer to "Redemption Price" on page 54.
          c)   Payment of Proceeds
               All redemption requests received prior to the cut-off time (please refer to "Payment of Proceeds" on Page 54 on
               any Business Day at the Customer Service Centres will be considered accepted on that Business Day, subject to the
               redemption 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.
               Please refer to (Page 56) "Right to Limit Redemptions" and (page 56) "Suspension of Sale and Redemption of
               Units".
               As per the Regulations, the Fund shall dispatch redemption proceeds within 10 Business Days (working days) of
               receiving the redemption request. However, under normal circumstances, the Fund will endeavour to dispatch the
               redemption proceeds within 3 Business Days of acceptance of the redemption request. This service standard will
               apply only at the centers where RBI handles clearing directly and is able to transfer funds from Mumbai on the
               same-day-value basis. In respect of all non-RBI centers, for redemption payments, AMC will take additional day(s)
               - not exceeding 3 Business Days- that would essentially be linked to the time taken by banks to clear funds at such
               Non-RBI centers. Trustees reserve the right to alter or modify the number of days taken for redemption of Units
               under the Fund after taking into consideration the actual settlement cycle, when announced, as also the changes
               in the settlement cycles that may be announced by the Principal Stock Exchanges from time to time. Please refer to
               Page 54 for details of Redemption.
               As per the guidelines issued by SEBI, in the event of failure to dispatch the redemption or repurchase proceeds
               within 10 working days, the AMC is liable to pay interest to the Unit holders @ 15% p.a. SEBI has further advised
               the mutual funds that in the event of payment of interest to the Unit holders, such Unit holders should be
               informed about the rate and the amount of interest paid to them.
               Listing
               Being an open ended Scheme, the Units of the Scheme will not be listed on any stock exchange. The Trustee may,
               at its sole discretion, cause the Units under the Scheme listed on one or more Stock Exchanges. Notification of the
               same will be made through Customer Service Centres of the AMC and as may be required by the respective Stock
               Exchanges.
     2.   Fees and Expenses
          a.   New fund offer expenses
               The New fund offer Expenses to be charged under the Scheme were limited to 6% of the subscriptions received
               during the New Fund offer period. Expenses over and above this limit were borne by the AMC. Under the
               Regulations, the Fund is entitled to charge New Fund Offer Expenses up to a maximum of 6% of initial resources
               raised under the Scheme.

                                                                                                                                           35
     Prudential ICICI Mutual Fund

                b.    Recurring Expenses
                      Estimated recurring expenses proposed to be charged to the Scheme are at present 2.25% p.a. The details of
                      recurring expenses, on an annual basis, have been stated on Page 57. As per the Regulations, the maximum
                      recurring expenses that can be charged to the Scheme shall be subject to a percentage limit of weekly net assets
                      as in the table below:
                        First Rs. 100 crore                  Next Rs. 300 crore         Next Rs. 300 crore      Over Rs. 700 crore

                        2.25 %                               2.00%                      1.75%                   1. 50%

                     Subject to Regulations and this offer Document, expenses over and above the prescribed limit shall be borne by the
                     Asset Management Company.
          3.    Load
                Entry Load: The Trustees at present does not intend to charge any entry load.
                Exit Load: It is proposed to charge an exit load for the present as follows:
                For investments of Rs. 5 crores and above: No Exit Load
                For investments of less than Rs. 5 crores and if the investments are held for less than aperiod of 12 months : 1 %
                Systematic Investment Plan (SIP) :
                Entry and Exit Load : NIL
                      However, the Trustee shall have a right to prescribe or modify the load structure with prospective effect subject to
                      a maximum prescribed under the Regulations.
                      Subject to the Regulations, the Trustee reserves the right to modify/alter the load structure and may decide to
                      introduce a differential load structure on the Units subscribed/redeemed on any Business Day. Such changes will
                      be applicable for prospective investments. The Trustee shall arrange to display a notice in the Customer Service
                      Centers of the AMC at least 10 days before the change of the then prevalent load structure. The addendum
                      detailing 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 the offer
                      documents and abridged offer documents in stock. This addendum will also be sent along with the newsletter to
                      the unitholders immediately after the changes. Changes in the load structure may be stamped in the
                      acknowledgement slip issued by the Fund after the changes in load structure. The load collected from the
                      Unitholders will be credited to a separate account and will be offset against distribution and marketing expenses.
                      Surplus of load, if any, charged over planned marketing and distribution expenses to be defrayed will be credited
                      to the Scheme whenever felt appropriate by the AMC.
     g)   Changes in Fundamental Attributes:
          "Fundamental Attributes" in the context of the scheme will be:
          (i)   Type of Scheme: Prudential ICICI Fixed Maturity Plan - Series 35- a close-ended Debt Fund
          ii)   Investment objective: To seek to generate regular returns by investing in a portfolio of fixed income secutiites /debt
                instruments normally maturing in line with the time profile of the paln.
          (iii) Terms of Issue: provisions in respect of redemption of units, fees and expenses as indicated in this offer document.
                The Trustees shall ensure that no change in the fundamental attributes of the Plans or the trust or fee and expenses
                payable or any other change, which would modify the Plans and affects the interests of Unit holders is carried out
                unless:
                •     a written communication about the proposed change is sent to each Unitholder and an advertisement is given in
                      one English daily newspaper having nationwide circulation as well as in a newspaper 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.
     h)   Position of Debt Market in India
          The debt market in India is estimated at about Rs.15,00,000 crores as of now. A bulk of the debt market consists of
          Government Securities. Other instruments available currently include Corporate Debentures, Bonds issued by Financial
          Institutions, Commercial Paper, Certificates of Deposits and Securitized Debt. Securities in the Debt market typically vary
          based on their tenure and rating. Government Securities have tenures from one year to thirty years whereas the maturity
          periods of the Corporate Debt varies from one year to Fifteen years. Recently some banks have also issued perpetual bonds.
          Securities may be both listed and unlisted and increasingly most securities of maturities of over one year are being listed by
          issuers. While in the corporate bond market, deals are conducted over telephone and are entered on principal-to-principal
          basis, due to the introduction of the Reserve Bank of India's NDS- Order Matching system a significant proportion of the
          government securities market is trading on the new system. The yields and liquidity on various securities, currently, are as
          under:
36
                                                                                                   Prudential ICICI Income Multiplier Fund




         Issuer                  Instrument                Maturity              Yields                      Liquidity
         GOI                     Treasury Bill             91 days               5.60-5.80%*                 High
         GOI                     Treasury Bill             364 days              6.20-6.30%*                 High
         GOI                     Short Dated               1-3 Yrs               6.45-7.10%**                High
         GOI                     Medium Dated              3-5 Yrs               7.00-7.40%**                High
         GOI                     Long Dated                5-10 Yrs              7.20-7.70%**                High
         Corporates              Taxable Bonds (AAA)       1-3 Yrs               7.60-8.30%***               Medium
         Corporates              Taxable Bonds (AAA)       3-5 Yrs               8.00-8.50%***               Low to medium
         Corporates              CPs (P1+)                 3 months              6.30-6.80%*                 Medium to High
         Corporates              CPs (P1+)                 1 Yr                  7.30-7.80%*                 Medium
     *      Money Market yield
     ** Semi-annual yield
     *** Annualised yield
     Fixed Income securities
     The AMC aims to identify securities, which offer superior levels of yield at lower levels of risks. With the aim of controlling
     risks rigorous in depth credit evaluation of the securities proposed to be invested in will be carried out by the investment
     team of the AMC. The credit evaluation includes a study of the operating environment of the issuer, the past track record
     as well as the future prospects of the issuer, the short as well as longer-term financial health of the issuer. Rated debt
     instruments in which the Scheme invests will be of investment grade as rated by a credit rating agency. The AMC will be
     guided by the ratings of Rating Agencies such as CRISIL, CARE, ICRA and Duff and Phelps Credit Rating India Limited or any
     other agency approved by SEBI, for this purpose. In case a debt instrument is not rated, such investments shall be made by
     an internal committee constituted by AMC to approve the investment in un-rated debt securities in terms of the parameters
     approved by the Board of Trustees and the Board of Asset Management Company.
     In addition, the investment team of the AMC will study the macro economic conditions, including the political, economic
     environment and factors affecting liquidity and interest rates. The AMC would use this analysis to attempt to predict the
     likely direction of interest rates and position the portfolio appropriately to take advantage of the same.
     The Scheme could invest in Fixed Income Securities issued by government, quasi government entities, corporate issuers,
     structured notes and multilateral agencies in line with the investment objectives of the Scheme as permitted by SEBI from
     time to time.
I)   Portfolio Turnover
     Portfolio turnover is defined as the aggregate of purchases and sales as a percentage of the corpus of the Scheme, during
     a specified period of time. The portfolio turnover shall, generally, not exceed 10 times, once the entire corpus is invested and
     excluding the portfolio turnover caused on account of fresh inflows into the Scheme and money placed in call deposits.
     This, however, is indicative and may change, keeping in mind the circumstances and Unit holder interests.
j)   Procedure followed for investment decisions:
     a)     The Fund Manager of each scheme is responsible for making buy/sell decisions in respect of the securities in the
            respective scheme portfolios, subject to final approval by the Chief Investment Officer. The investment decisions are
            made and approved on daily basis keeping in view the market conditions and all relevant aspects.
            The AMC has an Internal Investment Committee comprising of the Managing Director, the Chief Investment Officer,
            Fund Managers and the Research Analyst who meet at periodic intervals. The Investment Committee, at its meetings,
            reviews the performance of the schemes and general market outlook and formulates broad investment strategy.
            The Chief Executive Officer who chairs the Investment Committee Meetings guides the deliberations at Investment
            Committee. He, on an ongoing basis, reviews the portfolios of the schemes and gives directions to the Chief Investment
            Officer, where considered necessary. It is the ultimate responsibility of the Chief Investment Officer to ensure that the
            investments are made as per the internal/Regulatory guidelines, Scheme investment objectives and in the best interest
            of the unitholders of the respective schemes.
            The AMC has a team comprising of Twelve Fund Managers and one Research Analyst. All of these are involved in
            preparation of research reports.
     b)     The Managing Director makes a presentation to the Board of AMC at each of its meetings indicating the performance
            of the schemes. The performance of the schemes is reviewed by the Board with reference to the appropriate benchmarks
            as also the performance of the schemes of the competition.
            For Prudential ICICI Income Multiplier Fund, the performance of the scheme will be benchmarked with Crisil MIP
            Blended Index .


                                                                                                                                             37
     Prudential ICICI Mutual Fund

          c)    The Managing Director brings to the notice of the Board specific factors, if any, which are impacting the performance
                of any individual scheme. The Board on consideration of all relevant factors may, if necessary, give directions to AMC.
                Similarly, the performance of the schemes is submitted to the Trustees. The Managing Director 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 an
                internal committee to approve the investment in un-rated debt securities. All such investments, as and when are made,
                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's circular
                no. MFD/CIR/ 6 / 73 /2000 dated July 27, 2000. To determine the asset allocation pattern under the Income Multiplier
                Fund, meetings of the Investment Committee will be held regularly. In case of switchover from equity to debt/ money
                market instruments/cash or vice versa, the Investment Committee will record the rationale for such switch. AMC will
                maintain records in support of each investment decision, which will indicate the data, facts and opinion leading to that
                decision. The Board of Directors of AMC has prescribed broad parameters for investments and basis for taking
                individual scrip wise investment decision in equity and debt securities, which will be recorded. Detailed research
                reports analysing various factors for each investment decision taken for the first time as well as the reasons for
                subsequent purchase and sales in the same scrip would be recorded. The contents of the draft research reports have
                been approved by the Boards of Directors of AMC and the trustees.
          f)    The Chief Executive Officer of the AMC shall ensure that the mutual fund complies with all the provisions of SEBI
                (Mutual Fund) Regulations, 1996, as amended from time to time, including all guidelines, circulars issued in relation
                thereto from time to time and that the investments made by the fund managers are in the interest of the unit holders
                and shall also be responsible for the overall risk management function of the mutual fund.
          g)    The Fund managers shall ensure that the funds of the Scheme/ schemes are invested to achieve the investment
                objectives of the schemes and in the interest of the unit holders.
     k)   Trading in Derivatives
          The Scheme intends to use derivatives for purposes that may be permitted by SEBI Mutual Fund Regulations from time to
          time. Derivatives instruments may take the form of Futures, Options, Swaps or any other instrument, as may be permitted
          from time to time. SEBI has vide its Circular DNPD/Cir-29/2005 dated September 14, 2005, Circular no. DNPD/Cir-30/2006
          dated January 20, 2006 and DNPD/Cir-31/2006 dated September 22, 2006 specified the guidelines pertaining to trading
          by Mutual Fund in Exchange trades derivatives. All Derivative positions taken in the portfolio would be guided by the
          following principles:
          The position limits for the Fund and the Schemes are as under:
          i.    Position limit for the Fund in index options contracts
                a.    The Fund position limit in all index options contracts on a particular underlying index shall be Rs. 500 crore or
                      15% of the total open interest of the market in index options, whichever is higher,per Stock Exchange.
                b.    This limit would be applicable on open positions in all options contracts on a particular underlying index.
          ii.   Position limit for the Fund in index futures contracts:
                a.    The Fund position limit in all index futures contracts on a particular underlying index shall be Rs. 250 crore or 15%
                      of the total open interest of the market in index futures, whichever is higher, per Stock Exchange.
                b.    This limit would be applicable on open positions in all futures contracts on a particular underlying index.
          iii. Additional position limit for hedging
                In addition to the position limits at point (i) and (ii) above, Fund may take exposure in equity index derivatives subject
                to the following limits:
                a.    Short positions in index derivatives (short futures, short calls and long puts) shall not exceed (in notional value) the
                      Fund's holding of stocks.
                b.    Long positions in index derivatives (long futures, long calls and short puts) shall not exceed (in notional value) the
                      Fund's holding of cash, government securities, T-Bills and similar instruments.
          iv.   Position limit for the Fund for stock based derivative contracts
                The Fund position limit in a derivative contract on a particular underlying stock, i.e. stock option contracts and stock
                futures contracts, :-
                a.    For stocks having applicable market-wise position limit (MWPL) of Rs. 500 crores or more, the combined futures
                      and options position limit shall be 20% of applicable MWPL or Rs. 300 crores, whichever is lower and within
                      which stock futures position cannot exceed 10% of applicable MWPL or Rs. 150 crores, whichever is lower.
                b.    For stocks having applicable market-wise position limit (MWPL) less than Rs. 500 crores, the combined futures and
                      options position limit would be 20% of applicable MWPL and futures position cannot exceed 20% of applicable
                      MWPL or Rs. 50 crore which ever is lower.

38
                                                                                              Prudential ICICI Income Multiplier Fund

v.   Position limit for the Scheme
     The position limits for the Scheme and disclosure requirements are as follows-
     a.   For stock option and stock futures contracts, the gross open position across all derivative contracts on a particular
          underlying stock of a scheme of a Fund shall not exceed the higher of:
          1% of the free float market capitalisation (in terms of number of shares).
          8.1 Or
          5% of the open interest in the derivative contracts on a particular underlying stock (in terms of number of
          contracts).
     b.   This position limit shall be applicable on the combined position in all derivative contracts on an underlying stock
          at a Stock Exchange.
     c.   For index based contracts, the Fund shall disclose the total open interest held by its scheme or all schemes put
          together in a particular underlying index, if such open interest equals to or exceeds 15% of the open interest of
          all derivative contracts on that underlying index.
          The following section describes some of the more common equity derivatives transactions
          The volatility in Indian markets both in debt and equity has increased over last few months. Derivatives provide
          unique flexibility to the Scheme to hedge full / part of its portfolio. To protect the fund against volatility, the fund
          can sell index / stock futures to hedge against market movements effectively without actually selling the stocks it
          holds. Investment in stock / index derivatives can also give exposure to the stock / index without directly buying the
          individual stock / index.
          Example of Index Futures
          The scheme will enter into the following trade
          Buy stock A for Rs. 100
          Sell Nifty futures for Rs. 100
          This trade will make the stock A market neutral. The stock may generate returns out of market outperformance
          irrespective of market movements.
          1.   Due to fall in the overall market by 20%, the stock A goes down by 10%.
               Profit/(Loss) on stock A will be = (Rs. 10)
               Profit/(Loss) on Short Nifty futures = Rs. 20
               Net Profit/(loss) = Rs. 10
          2.   Due to rise in the overall market by 10%, the stock A goes up by 20%.
               Profit/(Loss) on stock A will be = Rs. 20
               Profit/(Loss) on Short Nifty futures = (Rs. 10)
               Net Profit/(loss) = Rs. 10
          8    Example of Stock Futures
               In case the fund holds the stock of a company at say Rs. 1000 while in the futures market it trades at a
               discount to the spot price say at Rs. 980 then the fund may sell the stock and buy the futures. On the date of
               expiry of the stock future, the fund may reverse the transactions (i.e. Buying at Spot & Selling futures) and earn
               a risk free Rs. 20/- (2% absolute) on its holdings. As this can be without any dilution of the view of the fund
               on the underlying stock the fund can still benefit from any movement of the price in the northward direction,
               i.e. if on the date of expiry of the futures, if the stock trades at 1100 which would be the price of the futures
               too, the fund will have a benefit of Rs. 100 whereby the fund gets the 10% upside movement together with
               the 2% benefit on the arbitrage, and thus getting a total return of 12%.
               Please note that the above examples are only for illustration purposes.
               These changes will be efffective on a prospective basis on and from July 10, 2006. The existing investors who
               do not approve of the Schemes to commence trading in Exchange Traded Derivative Contracts as per the said
               SEBI Circular are entitled to exit the above Schemes anytime on or before July 5, 2006 at applicable NAV and
               no load will be charged for such redemptions. It may be noted that such exit option will not be available to
               those investors whose units are locked-in under Prudential ICICI Tax Plan or under Section 54EA or 54EB of
               the Income Tax Act, 1961 or have been pledged and a release of the pledge is not obtained prior to applying
               for redemption.
               Risk Factor:The risk arising out of uses of the above derivative strategy as under:
               o   Lack of opportunities available in the market.
               o   The risk of mispricing or improper valuation and the inability of derivatives to correlate perfectly with
                   underlying assets, rates and indices.

                                                                                                                                        39
     Prudential ICICI Mutual Fund

     l)   Investment Restrictions
          Pursuant to the Regulations and amendments thereto, the following investment restrictions are presently applicable to the
          Scheme:
          1)    The New Fund offer expenses in respect of the Scheme will not exceed 6% of the Funds raised under that Scheme.
          2)    A mutual fund scheme shall not invest more than 15% of its NAV in debt instruments issued by a single issuer which
                are rated not below investment grade by a credit rating agency authorised to carry out such activity under the SEBI Act.
                Such investment limit may be extended to 20% of the NAV of the scheme with the prior approval of the Board of
                Trustees and the Board of asset management company. Provided that, such limit shall not be applicable for investments
                in government securities and money market instruments. Provided further that investment within such limit can be
                made in mortgage backed securitised debt, which are rated not below investment grade by a credit rating agency
                registered with SEBI. With respect to investments in securitized debt (mortgage backed securities/asset backed securities),
                issuer would be considered to be the originator of underlying receivables of assets such as mortgage backed securities
                / asset backed securities / collaterialised debt obligations etc. in which the scheme/plan has invested and not the Trust/
                SPV.
          3)    A mutual fund scheme shall not invest more than 10% of its NAV in unrated debt instruments issued by a single issuer
                and the total investment in such instruments shall not exceed 25% of the NAV of the scheme. All such investments
                shall be made by an internal committee constituted by AMC to approve the investment in un-rated debt securities in
                terms of the parameters approved by the Board of Trustees and the Board of Asset Management Company.
                Debentures, irrespective of any residual maturity period (above or below one year), shall attract the investment restrictions
                as applicable for debt instruments as specified under Clause 2&3 above.
          4)    Transfer of investments from one scheme to another scheme in the same Mutual Fund is permitted provided:
                a.    Such transfers are done at the prevailing market price for quoted instruments on spot basis (spot basis shall have
                      the same meaning as specified by a Stock Exchange for spot transactions); and
                b.    The securities so transferred shall be in conformity with the investment objective of the scheme to which such
                      transfer has been made.
          5)    The Scheme may invest in other schemes under the same AMC or any other Mutual Fund without charging any fees,
                provided the aggregate inter-scheme investment made by all the schemes under the same management or in schemes
                under management of any other asset management company shall not exceed 5% of the Net Asset Value of the Fund.
                No investment management fees shall be charged for investing in other schemes of the Fund or in the schemes of any
                other mutual fund.
          6)    The Fund shall get the securities purchased transferred in the name of the Fund on account of the concerned scheme,
                wherever investments are intended to be of a long-term nature.
          7)    The Fund may buy and sell securities on the basis of deliveries and shall in all cases of purchases, take delivery of relative
                securities and in all cases of sale, deliver the securities and will not make any short sales or engage in carry forward
                transaction or badla finance. Provided that mutual funds shall enter into derivatives transactions in a recognised stock
                exchange in accordance with the guidelines issued by SEBI.
          8)    All the Scheme's investments will be in transferable securities (whether in capital markets or money markets) or bank
                deposits or in money at call as in privately placed debentures as securitised debt.
          9)    No loans for any purpose can be advanced by the Scheme.
          10) No mutual fund scheme shall make any investments in;
          a)    any unlisted security of an associate or group company of the sponsor; or
           b) any security issued by way of private placement by an associate or group company of the Sponsor; or
          c)    the listed securities of group companies of the Sponsor which is in excess of 25% of its net assets.
          11) The Fund shall not borrow except to meet temporary liquidity needs of the Fund for the purpose of repurchase/
              redemption of units or payment of interest and dividend to the Unitholders. Such borrowings shall not exceed more
              than 20% of the net assets of the individual scheme and the duration of the borrowing shall not exceed a period of 6
              months.
          12) Pending deployment of funds of a scheme in securities in terms of investment objectives of the Scheme, the AMC can
              invest the funds of the Scheme in short term deposits of scheduled commercial banks, as permitted in terms of SEBI
              circular no. SEBI/IMD/CIR No.9/20306/03 dated November 12, 2003.
          13) The Scheme may also use various hedging and derivative products from time to time, as are available and permitted by
              SEBI, in an attempt to protect and enhance the interests of the Unitholders at all times.
          14) The Mutual Fund having an aggregate of securities which are worth Rs.10 crores or more, as on the latest balance sheet
              date, shall subject to such instructions as may be issued from time to time by the Board, settle their transactions
              entered on or after January 15, 1998 only through dematerialised securities. Further all transactions in government
              securities shall be in dematerialised form.
40
                                                                                                Prudential ICICI Income Multiplier Fund

m) Underwriting by the Fund
     Subject to the Regulations, the Scheme may enter into underwriting agreements after the Fund obtains a certificate of
     registration in terms of the Securities and Exchange Board of India (Underwriters) Rules and the Securities and Exchange
     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 underwriting
     obligation of the Scheme shall not at any time exceed the total net asset value of the Scheme.
n)   Computation of Net Asset Value
     The NAV of the Units of the Scheme will be computed by dividing the net assets of the Scheme by the number of Units
     outstanding on the valuation date. The Fund shall value its investments according to the valuation norms, as specified in
     Schedule VIII of the Regulations, or such norms as may be prescribed by SEBI from time to time.
     The broad valuation norms in terms of the Regulations are detailed below:
     Traded Securities
     1)   The securities shall be valued at the last quoted closing price on the stock exchange.
     2)   When the securities are traded on more than one recognised stock exchange, the securities shall be valued at the last
          quoted closing price on the stock exchange where the security is principally traded.
     3)   When on a particular valuation day, a security has not been traded on the Principal stock exchange, the value at which
          it is traded on another stock exchange may be used.
     4)   When a debt security (other than Government Securities) is not traded on any stock exchange on any particular
          valuation day, the value at which it was traded on the principal stock exchange or any other stock exchange, as the case
          may be, on the earliest previous day may be used provided such date is not more than fifteen days prior to valuation
          date. When a debt security (other than Government Securities) is purchased by way of private placement, the value at
          which it was bought may be used for a period of fifteen days beginning from the date of purchase.
          2.   Thinly Traded Securities
               A debt security (other than Government Securities) shall be considered as a thinly traded security if on the
               valuation date, there are no individual trades in that security in marketable lots (currently Rs 5 crore) on the
               principal stock exchange or any other stock exchange.
               A thinly traded debt security as defined above would be valued as per the norms set for non-traded debt security.
          3.   Non Traded Securities
               When a security (other than Government Securities) is not traded on any stock exchange for a period of thirty days
               prior to the valuation date, the scrip must be treated as a 'non traded' security.
VALUATION OF NON-TRADED / THINLY TRADED SECURITIES
Non traded/ thinly traded securities shall be valued "in good faith" by the asset management company on the basis of the
valuation principles laid down below:
(a) Non Traded /Thinly Traded Debt Securities of Upto 182 Days to Maturity:
     As the money market securities are valued on the basis of amortization (cost plus accrued interest till the beginning of the
     day plus the difference between the redemption value and the cost spread uniformly over the remaining maturity period of
     the instruments) a similar process should be adopted for non-traded debt securities with residual maturity of upto 182
     days, in the absence of any other standard benchmarks in the market. Debt securities purchased with residual maturity of
     upto 182 days are to be valued at cost (including accrued interest till the beginning of the day) plus the difference between
     the redemption value (inclusive of interest) and cost spread uniformly over the remaining maturity period of the instrument.
     In case of a debt security with maturity greater than 182 days at the time of purchase, the last valuation price plus accrued
     interest should be used instead of purchase cost. All other non traded Non Government debt instruments shall be valued
     using the method suggested in (ii)(b).
(b) Non Traded/ Thinly Traded Debt Securities of Over 182 Days to Maturity
     For the purpose of valuation, all Non Traded Debt Securities would be classified into "Investment grade" and "Non
     Investment grade" securities based on their credit ratings. The non-investment grade securities would further be classified
     as "Performing" and "Non Performing" assets
     •    All Non Government investment grade debt securities, classified as not traded, shall be valued on yield to maturity
          basis as described in the applicable SEBI circular.
     •    All Non Government non investment grade performing debt securities would be valued at a discount of 25% to the
          face value
     •    All Non Government non-investment grade non-performing debt securities would be valued based on the provisioning
          norms.

                                                                                                                                          41
     Prudential ICICI Mutual Fund

           Valuation of securities with Put/Call Options
           The option embedded securities would be valued as follows:
           Securities with call option
           The securities with call option shall be valued at the lower of the value as obtained by valuing the security to final maturity
           and valuing the security to call option.
           In case there are multiple call options, the lowest value obtained by valuing to the various call dates and valuing to the
           maturity date is to be taken as the value of the instrument.
           Securities with Put option
           The securities with put option shall be valued at the higher of the value as obtained by valuing the security to final maturity
           and valuing the security to put option
           In case there are multiple put options, the highest value obtained by valuing to the various put dates and valuing to the
           maturity date is to be taken as the value of the instruments.
           Securities with both Put and Call option on the same day
           The securities with both Put and Call option on the same day would be deemed to mature on the Put/Call day and would
           be valued accordingly.
           (i)    Government securities
                  Government securities will be valued at yield to maturity based on the prevailing market rate
     Illiquid Securities
     (a) Aggregate value of "illiquid securities" of scheme, which are defined as non-traded, thinly traded and unlisted equity
         shares, shall not exceed 15% of the total assets of the scheme and any illiquid securities held above 15% of the total assets
         shall be assigned zero value.
           Provided that in case any scheme has illiquid securities in excess of 15% of total assets as on September 30, 2000 then such
           a scheme shall within a period of two years bring down the ratio of illiquid securities within the prescribed limit of 15% in
           the following time frame:
           (i)    All the illiquid securities above 20% of total assets of the scheme shall be assigned zero value on September 30, 2001.
           (ii)   All the illiquid securities above 15% of total assets of the scheme shall be assigned zero value on September 30, 2002.
     (b) All funds shall disclose as on March 31 and September 30 the scheme-wise total illiquid securities in value and percentage
         of the net assets while making disclosures of half yearly portfolios to the unitholders. In the list of investments, an asterisk
         mark shall also be given against all such investments, which are recognised as illiquid securities.
     (c)   Mutual Funds shall not be allowed to transfer illiquid securities among their schemes w.e.f. October 1, 2000.
     (d) In respect of closed ended funds, for the purposes of valuation of illiquid securities, the limits of 15% and 20% applicable
         to open-ended funds should be increased to 20% and 25% respectively.
     (e) Where a scheme has illiquid securities as at September 30, 2001 not exceeding 15% in the case of an open-ended fund and
         20% in the case of closed fund, the concessions of giving time period for reducing the illiquid security to the prescribed
         limits would not be applicable and at all time the excess over 15% or 20% shall be assigned nil value.
     v)    Value of "Rights" entitlement
           a)     Until they are traded, the value of the "rights" entitlement would be calculated as:
                  Vr        =          n/m x (Pex - Pof)
                  where
                  Vr            =   Value of rights
                  n             =   no. of rights Offered
                  m             =   no. of original shares held
                  Pex           =   Ex-Rights price
                  Pof           =   Rights Offer price
           b)     Where the rights are not traded pari-passu with the existing shares, suitable adjustments would be made to the value
                  of rights. Where it is decided not to subscribe for the rights but to renounce them and renunciations are being traded,
                  the rights would be valued at the renunciation value.




42
                                                                                                      Prudential ICICI Income Multiplier Fund

5.   Expenses and Incomes Accrued
     All expenses and incomes accrued up to the valuation date shall be considered for computation of NAV. For this purpose,
     major expenses like management fees and other periodic expenses would be accrued on a day-to-day basis. The minor
     expenses and income will be accrued on a periodic basis, provided the non-daily accrual does not affect the NAV calculations
     by more than 1%.
6.   Changes in securities and in number of units
     Any changes in securities and in the number of units will be recorded in the books not later than the first valuation date
     following the date of transaction. If this is not possible, given the frequency of NAV disclosure, the recording may be
     delayed up to a period of seven days following the date of the transaction, provided as a result of such non-recording, the
     NAV calculation shall not be affected by more than 1%.
     The valuation guidelines as outlined above are as per prevailing Regulations and are subject to change from time to time
     in conformity with changes made by SEBI.
7.   Valuation of Derivative Products
     (i)    The traded derivatives shall be valued at market price in conformity with the stipulations of sub clauses (i) to (v) of clause
            1 of the Eighth Schedule to the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.
     (ii)   The valuation of untraded derivatives shall be done in accordance with the valuation method for untraded investments
            prescribed in sub clauses (i) and (ii) of clause 2 of the Eighth Schedule to the Securities and Exchange Board of India
            (Mutual Funds) Regulations, 1996.
            NAV of units under the Scheme shall be calculated as shown below :
                                   Market or Fair Value of Scheme's investments + Current Assets
                                   - Current Liabilities and Provision
             NAV (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 and calculation of the Scheme's NAV shall be subject to audit on an annual basis and such regulations as may
     be prescribed by SEBI from time to time.
o)   Accounting Policies & Standards
     In accordance with the Regulations, the AMC will follow the accounting policies and standards, as detailed below:
     a)     The AMC, for each Scheme and its Plans, shall keep and maintain proper books of account, records and documents, so
            as to explain 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 and its Plans shall mark all investments to market and carry
            investments in the balance sheet at market value. However, since the unrealized gain arising out of appreciation on
            investments cannot be distributed, provision shall be made for exclusion of this item when arriving at distributable
            income.
     c)     Dividend income earned by the Scheme and its Plans shall be recognized, not on the date the dividend is declared, but
            on the date the share is quoted on an ex-dividend basis. For investments, which are not quoted on the stock exchange,
            dividend income would be recognized on the date of declaration of dividend.
     d)     In respect of all interest-bearing investments, income shall be accrued on a day to day basis as it is earned. Therefore,
            when such investments are purchased, interest paid for the period from the last interest due date up to the date of
            purchase 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 be
            treated as an addition to sale value but shall be credited to Interest Recoverable Account.
     e)     In determining the holding cost of investments and the gains or loss on sale of investments, the "average cost"
            method shall be followed for each security.
     f)     Transactions for purchase or sale of investments shall be recognized as of the trade date and not as of the settlement
            date, so that the effect of all investments traded during a financial year are recorded and reflected in the financial
            statements for that year. Where investment transactions take place outside the stock market, for example, acquisition
            through private placement or purchases or sales through private treaty, the transaction would be recorded, in the event
            of a purchase, as of the date on which the Scheme obtains an enforceable obligation to pay the price or, in the event
            of a sale, when the Scheme obtains an enforceable right to collect the proceeds of sale or an enforceable obligation to
            deliver the instruments sold.
     g)     Bonus shares to which the Scheme and the Plans thereunder becomes entitled shall be recognized only when the
            original shares on which the bonus entitlement accrues are traded on the stock exchange on an ex-bonus basis.
            Similarly, rights entitlements shall be recognized only when the original shares on which the right entitlement accrues
            are traded on the stock exchange on an ex-right basis.
                                                                                                                                                43
     Prudential ICICI Mutual Fund

          h)    Where income receivable on investments has accrued but has not been received for the period specified in the
                guidelines issued by the Board, provision shall be made by debiting to the revenue account the income so accrued in
                the manner specified by guidelines issued by the Board.
          i)    When units are sold in the Scheme and its Plans, an appropriate part of the sale proceeds shall be credited to an
                Equalization Account and when units are repurchased an appropriate amount shall be debited to Equalization Account.
                The net balance on this account shall be credited or debited to the Revenue Account. The balance on the Equalization
                Account debited or credited to the Revenue Account shall not decrease or increase the net income of the Fund but is
                only an adjustment to the distributable surplus. It shall therefore be reflected in the Revenue Account only after the 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 face
                value of the Unit, if positive, shall be credited to reserves and if negative, shall be debited to reserve, the face value
                being credited to Capital Account. Similarly, when the Units are repurchased, after considering the equalization as
                above, the difference between the purchase price and face value of the Unit, if positive, shall be debited to reserves and,
                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 customarily
                included in the broker's bought note. In respect of privately placed debt instruments any front-end discount offered
                shall be reduced from the cost of the investment.
          l)    Underwriting commission shall be recognized as revenue only when there is no devolvement on the Scheme and its
                Plans. Where there is devolvement on the Scheme and the Plans thereunder, the full underwriting commission received
                and not merely the portion applicable to the devolvement shall be reduced from the cost of the investment.
     The accounting policies and standards outlined above are as per the existing Regulations and are subject to change as per
     changes in the Regulations.
     Guidelines For Identification and Provisioning for Non Performing Assets (Debt Securities) For Mutual Funds:
     (A) Definition of a Non Performing Asset (NPA)
          An 'asset' shall be classified as non performing, if the interest and/or principal amount have not been received or remained
          outstanding for one quarter from the day such income / instalment has fallen due.
     (B) Effective date for classification and provisioning of NPAs:
          The definition of NPA may be applied after a quarter past due date of the interest. For e.g. if the due date for interest is
          30.06.2002, it will be classified as NPA from 01.10.2002.
     (C) Treatment of income accrued on the NPA and further accruals
          After the expiry of the 1st quarter from the date the income has fallen due, there will be no further interest accrual on the
          asset i.e. if the due date for interest falls on 30.06.2002 and if the interest is not received, accrual will continue till
          30.09.2002 after which there will be no further accrual of income. In short, taking the above example, from the beginning
          of the 2nd quarter there will be no further accrual on income.
          On classification of the asset as NPA from a quarter past due date of interest, all interest accrued and recognized in the
          books of accounts of the Fund till the date, should be provided for. For e.g. if interest income falls due on 30.06.2002,
          accrual will continue till 30.09.2002 even if the income as on 30.06.2002 has not been received. Further, no accrual will be
          done from 01.10.2002 onwards. Full provision will also be made for interest accrued and outstanding as on 30.06.2002.
     (D) Provision for NPAs - Debt Securities
          Both secured and unsecured investments once they are recognized as NPAs call for provisioning in the same manner and
          where these are related to close ended scheme the phasing would be such that to ensure full provisioning prior to the
          closure of the scheme or the scheduled phasing which ever is earlier.
          The value of the asset must be provided in the following manner or earlier at the discretion of the fund. Fund will not have
          discretion to extend the period of provisioning. The provisioning against the principal amount or instalments should be
          made at the following rates irrespective of whether the principal is due for repayment or not.
          •     10% of the book value of the asset should be provided for after 6 months past due date of interest i.e. 3 months form
                the date of classification of the asset as NPA.
          •     20% of the book value of the asset should be provided for after 9 months past due date of interest i.e. 6 months from
                the date of classification of the asset as NPA.
          •     Another 20% of the book value of the assets should be provided for after 12 months past due date of interest i.e. 9
                months form the date of classification of the asset as NPA.
          •     Another 25% of the book value of the assets should be provided for after 15 months past due date of interest i.e. 12
                months from the date of classification of the asset as NPA.
          •     The balance 25% of the book value of the asset should be provided for after 18 months past due date of the interest
                i.e. 15 months form the date of classification of the assets as NPA.

44
                                                                                                    Prudential ICICI Income Multiplier Fund

           Book value for the purpose of provisioning for NPAs shall be taken as a value determined as per the prescribed
           valuation method.
(E) Reclassification of assets
    Upon reclassification of assets as 'performing assets':
    1.     In case a company has fully cleared all the arrears of interest, the interest provisions can be written back in full.
    2.     The asset will be reclassified as performing on clearance of all interest arrears and if the debt is regularly serviced over
           the next two quarters.
    3.     In case the company has fully cleared all the arrears of interest, the interest not credited on accrual basis would be
           credited at the time of receipt.
    4.     The provision made for the principal amount can be written back in the following manner: -
           •   100% of the asset provided for in the books will be written back at the end of the 2nd quarter where the provision
               of principal was made due to the interest defaults only.
           •   50% of the asset provided for in the books will be written back at the end of the 2nd quarter and 25% after every
               subsequent quarter where both instalments and interest were in default earlier.
    5.     An asset is reclassified as 'standard asset' only when both overdue interest and overdue instalments are paid in full and
           there is satisfactory performance for a subsequent period of 6 months.
(F) Receipt of past dues
     When the fund has received income/principal amount after their classifications as NPAs;
    For the next 2 quarters, income should be recognized on cash basis and thereafter on accrual basis. The asset will be
    continued to be classified as NPA for these two quarters.
    During this period of two quarters although the asset is classified as NPA no provision needs to be made for the principal
    if the same is not due and outstanding
    If part payment is received towards principal, the asset continues to be classified as NPA and provisions are continued as per
    the norms set at (D) above. Any excess provision will be written back.
    Some of the investments made by mutual funds may become non-performing (NPAs) or illiquid at the time of maturity/
    closure of schemes. In due course of time, these NPAs and illiquid securities may be realised by the mutual funds i.e. after
    the winding up of the schemes.
    Such amount would be distributed, if it is substantial and is realised within two years, to the old investors. In case the
    amount is not substantial or it is realised after two years, it may be transferred to the Investor Education Fund maintained
    by each mutual fund as specified in SEBI circular MFD/CIR/9/120/2000 dated November 24, 2000. The decision as to the
    determination of substantial amount shall be taken by the trustees of mutual funds after considering the relevant factors.
(G) Classification of Deep Discount Bonds as NPAs
    Investments in Deep Discount Bonds can be classified as NPAs, if any two of the following conditions are satisfied:
    •      If the rating of the Bond comes down to grade 'BB' or below.
    •      If the company is defaulting in their commitments in respect of other assets, if available.
    •      Full Net worth erosion.
           Provision should be made as per the norms set at (D) above as soon as the asset is classified as NPA.
           Full provision can be made if the rating comes down to grade 'D'
(H) Reschedulement of an asset
    In case any company defaults either interest or principal amount and the fund has accepted a Reschedulement of the
    schedule of payments, then the following practice may be adhered to:
    (i)    In case it is a first Reschedulement and only interest is in default, the status of the asset namely, 'NPA' may be continued
           and existing provisions should not be written back. This practice should be continued for two quarters of regular
           servicing of the debt. Thereafter, this be classified as 'performing asset' and the interest provided may be written back.
    (ii)   If the Reschedulement is done due to default in interest and principal amount, the asset should be continued as non-
           performing for a period of 4 quarters, even though the asset is continued to be serviced during these 4 quarters
           regularly. Thereafter, this can be classified as 'performing asset' and all the interest provided till such date should be
           written back.
    (iii) If the Reschedulement is done for a second/third time or thereafter, the characteristic of NPA should be continued for
          eight quarters of regular servicing of the debt. The provision should be written back only after it is reclassified as
          'performing asset'.

                                                                                                                                              45
     Prudential ICICI Mutual Fund

     (I)   Disclosure in the Half Yearly Portfolio Reports
           The mutual funds shall make scripwise disclosures of NPAs on half yearly basis along with the half yearly portfolio disclosure.
           The total amount of provisions made against the NPAs shall be disclosed in addition to the total quantum of NPAs and their
           proportion of the assets of the mutual fund scheme. In the list of investments an asterisk mark shall be given against such
           investments, which are recognized as NPAs. Where the date of redemption of an investment has lapsed, the amount not
           redeemed shall be shown as 'Sundry Debtors' and not investment provided that where an investment is redeemable by
           installments that will be shown as an investment until all installments have become overdue.




46
                                                                                                    Prudential ICICI Income Multiplier Fund


                                                            SECTION III
                                             UNITS & THE NEW FUND OFFER
General Information - Prudential ICICI Income Multiplier Plan - Regular Plan
a)   Minimum Subscription Amount
     During the New fund offer period of the Scheme, the total minimum subscription amount prescribed in terms of the earlier
     offer document was Rs. 1 Lakh.
b)   Offer Price for on-going subscriptions
     The purchase price of the Units, on an ongoing basis, will be based on the Applicable NAV subject to entry load provisions,
     if any.
c)   Minimum Amount for Application
     The minimum application amount for the Scheme is:

       Scheme                                 Minimum Application Amount                    Minimum Additional investment

       Prudential ICICI Income                Minimum Rs. 5,000 per application             Rs. 500
       Multiplier Fund- Regular Plan

d)   New fund offer Expenses
     New fund offer expenses charged to the Scheme were limited to 6% of the subscription received during the New Fund Offer
     Period. Expenses over and above this limit were borne by the AMC.
e)   Options and Investment Plans offered under the Scheme
     For the present the Fund intends to have the Cumulative Option and the Dividend Option under all the Plans. The Trustees
     reserve right to introduce any other option including Institutional Option under the Scheme at a later date.
     (i)   Cumulative Option
           The Scheme will not declare any dividends under this option. The income earned by the Scheme will remain reinvested
           in the Scheme and will be reflected in the Net Asset Value. This option is suitable for investors who are not looking for
           regular income. If Units under this option are redeemed after they have been held as a capital asset for a period of at
           least one year from the date of acquisition, Unitholders will get benefit of long term capital gains tax. Please refer to
           page75 on "Taxation".
     (iii) Dividend Option :
           This option is suitable for investors seeking income through dividend declared by the Scheme. The Trustee may
           approve the distribution of dividend by AMC out of the net surplus under this Option. The remaining net surplus after
           considering the dividend and tax, if any, payable there on will be ploughed back in the Scheme and be reflected in the
           NAV.
           It should, however, be noted that actual distribution of dividends and the frequency of distribution as indicated above
           are provisional and will be entirely at the discretion of the Trustee. The Trustees reserve the right to introduce any other
           options as it may deem necessary on a prospective basis.
     (iii) Dividend Reinvestment facility :
           The investors opting for Dividend Option may choose to reinvest the dividend to be received by them in additional
           Units of the Scheme. Under this provision, the dividend due and payable to the Unitholders will be compulsorily and
           without any further act by the Unitholders reinvested in the Scheme (under the Dividend Option, at the first ex-dividend
           NAV). The dividends so reinvested shall be constructive payment of dividends to the Unitholders and constructive
           receipt 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 dividend
           reinvested divided by the NAV applicable as explained above. There shall, however, be no entry load on the dividends
           so reinvested.
           The AMC has been advised by the Statutory Auditors to the Fund that such dividends, which are reinvested, will be tax
           exempt in the hands of the Unitholders.
f)   Pledge of Units for loans
     The Units can be pledged by the Unitholders as security for raising loans subject to the conditions of the lending institution.
     The Registrar will take note of such pledge / charge in its records.
g)   Systematic Investment Plan (SIP)
     The Unitholders of the Scheme can benefit by investing specific Rupee amounts periodically, for a continuous period. The
     SIP allows the investors to invest a fixed amount of Rupees (subject to minimum of Rs. 1,000/- p.m.) every month for
     purchasing additional Units of the Scheme at NAV based prices. Investors can enroll themselves for SIP in the Scheme by
     ticking appropriate box on the application form or by subsequently making a written request to that effect to the Registrar.


                                                                                                                                              47
     Prudential ICICI Mutual Fund

          The Unitholders opting for SIP may begin their investment with minimum amount of Rs.1,000/- in the Scheme, subject to
          the offering of the Units for Purchase after the New Fund Offer Period as stated in "Purchase of Units after the New Fund
          Offer Period" at page 50. The Unitholders who wish to opt for SIP can start his /her investments with a minimum of Rs.1,000
          and in multiples of Re.1 plus minimum of 5 post dated cheques in advance for a minimum amount of Rs.1000/-. The
          cheques should be dated 1st or 7th or 10th or 15th or 25th of the respective months. Investors can subscribe through SIP
          by using Auto Debit/Standing Instruction facilities offered by the Banks.
          The cheques/Standing Instructions should be in favour of "Prudential ICICI Income Multiplier Fund", and crossed "Account
          Payee Only"., and the cheques must be payable at the centre where the applications are submitted to the Official Point of
          Transaction for Acceptance. Units will be allotted for the amount net of the bank charges, if any. On receipt of the post-
          dated cheques, the Registrar/AMC will send a letter to the Unitholder confirming that his/her name has been included in
          the Systematic Investment Plan. The cheques will be presented on the dates mentioned on the cheque and Units will be
          allotted accordingly. Within 3 Business Days of such allotment, a fresh Account Statement / Transaction Confirmation will
          be mailed to the Unitholder, indicating the new balance to his/her credit in the Account. An investor will have the right to
          discontinue the Systematic Investment Plan, subject to giving 14 day(s) prior notice to the Registrar/AMC.
          The first current dated cheque accompanying the SIP application form will be processed and units will be allotted to the
          Applicant. In cases where subsequently during the scrutiny of the documents submitted for SIP registration, if it is found
          that the documents are incomplete or deficient in any manner whatsoever then the AMC reserves the right to reject such SIP
          applications. For such rejected cases the units allotted on the first SIP Cheque shall continue to be held by the Applicant. The
          units so allotted to the Applicant on processing of the first current dated cheque should not be treated as acceptance or
          registration of the complete SIP request.
     h)   Systematic Withdrawal Plan (SWP)
          Unitholders of the Scheme have the benefit of enrolling themselves in the Systematic Withdrawal Plan. The SWP allows the
          Unitholder to withdraw a specified sum of money each month from his investments in the Scheme. SWP is ideal for investors
          seeking a regular inflow of funds for their needs. It is also ideally suited to retirees or individuals who wish to invest lump-
          sum and withdraw from the investment over a period of time. The minimum amount, which the Unitholder can withdraw,
          is Rs.500 and in multiples of Re. 1/- provided minimum balance should not fall below Rs.5000/-. The Unitholder may avail
          of this facility by sending a written request to the Registrar. This facility will be available starting from not later than 31st day
          after the close of the New Fund Offer Period.
          The amount thus withdrawn by Redemption will be equated into Units at Applicable NAV based prices and the number of
          Units so arrived at will be subtracted from the Units balance to the credit of that Unitholder. The Fund may close a
          Unitholder's account if the balance falls below Rs.5,000 and the investor fails to invest sufficient funds to bring the value
          of the account up to Rs.5,000 within 30 days, after a written intimation in this regard is sent to the Unitholder.
          Unitholders may change the amount indicated in the SWP, subject to a minimum amount of Rs.500 and in multiples of Re.1/
          -. The SWP may be terminated on a written notice by a Unitholder of the Scheme and it will terminate automatically if all
          Units are liquidated or withdrawn from the account or upon the Funds receipt of notification of death or incapacity of the
          Unitholder.
     i)   How to Switch
          Unitholders will have the option to switch all or part of their investment from the Scheme to any of the other open ended
          schemes offered by the Fund provided the offer document of the scheme to which the holdings are to be switched in,
          permits such switch. To effect a switch, a Unitholder must provide clear instructions. A request for a switch may be specified
          either in terms of amount or in terms of the number of units of the scheme from which the switch is sought. Such
          instructions may be provided in writing or by completing the Switch Request Slip provided in the transaction booklet and
          lodging the same on any Business Day at any of the Customer Service Centres. An Account Statement /transaction
          confirmation reflecting the new holdings will be despatched to the Unitholders within 3 Business Days of completion of
          switch transaction.
          The switch will be effected by redeeming Units from the Scheme in which the Units are held and investing the net proceeds
          in the other scheme(s), subject to the minimum balance applicable for the respective scheme(s).
          The price at which the Units will be switched out of the Scheme will be based on the Applicable NAV of the relevant
          scheme(s) and considering any exit/entry/ combination of entry and exit loads that the Trustee may approve from time to
          time.
          If the unitholder holding units only under one scheme & one option thereunder, provides a redemption/switch out request
          for all units without mentioning the name of the scheme and the option thereunder, the Fund will redeem/switch out all the
          units under the stated folio number, from the only one scheme and option thereunder under which the investments are
          held.
          This facility is available under Income Optimiser Plan- Retail Option and Wealth Optimiser Plan- Regular Option
     j)   Systematic Transfer Plan (STP)
          Systematic Transfer Plan (STP) is an option wherein Unit holders of designated open-ended debt schemes can opt to transfer
          a fixed amount at regular intervals and provide standing instructions to the AMC to switch the same into the scheme. The
          amount transferred under STP from Source scheme to the Scheme shall be done by redeeming Units of Source scheme at
          Applicable NAV, subject to exit load, if any; and subscribing to the Units of the Scheme at Applicable NAV as on specified
          date of a week, month or a quarter. In case these dates fall on a holiday or book closure period, the next Business Day will
          be considered for this purpose. STP will be automatically terminated if all Units are liquidated or withdrawn from the Source

48
                                                                                                       Prudential ICICI Income Multiplier Fund

     scheme or pledged or upon receipt of intimation of death of the Unit holder. Further STP would not be applicable in case
     of insufficient balance under the Source Scheme.
     The provision of "Minimum Redemption Amount" specified in the offer document(s) of the respective Designated Source
     schemes and "Minimum Application Amount" applicable to the Scheme as specified in this document on page 47 will not
     be applicable for Systematic Transfer Plan.
     Designated schemes from which Systematic Transfer Plan (STP) can be availed of are as under

         Any of the designated debt schemes "from" which the transfer will take place are:
         (Source Scheme)

         -    Prudential ICICI Liquid Plan
         -    Prudential ICICI Income Plan
         -    Prudential ICICI Floating Rate Plan
         -    Prudential ICICI Flexible Income Plan
         -    Prudential ICICI Short Term Plan
         -    Prudential ICICI Gilt Fund- Investment Plan and Treasury Plan
         -    Prudential ICICI Monthly Income Plan (An open-ended fund. Monthly Income is not assured and is subject to the
              availability of distributable surplus)
         -    Prudential ICICI Income Multiplier Fund
         -    Prudential ICICI Sweep Plan

     •       The minimum amount that can be transferred from one scheme to another is Rs 1,000/- for a minimum of 6 installments.
     •       STP will be available at weekly, monthly and quarterly rests as per the standing instructions of the Unit holder.
     •       This facility will ensure that the Unit Holder is able to systematically invest into equity schemes and balanced scheme
             without having to give any post dated cheque, unlike under Systematic Investment Plan.
     •       For the target schemes, an entry load equivalent to 1% of the applicable NAV will be charged on the amount
             transferred under the STP facility.
     •       Units so created in the target schemes will, in addition to any existing exit load for normal purchases, have an exit load
             equivalent to 1.25% of the applicable NAV, if the units are redeemed before completion of 2 years from the date of
             each STP transaction.
     •       STP facility is subject to 7 days advance notice for commencement or discontinuance.
             The Fund reserves the right to include/remove any of its Schemes under the category of 'Designated Schemes available
             for STP' from time to time by suitable display of notice on AMC's Website.
k)   Who can Invest?
     The following persons are eligible and may apply for subscription to the Units of the Scheme (subject, wherever relevant, to
     purchase of units of Mutual Funds being permitted under respective constitutions and relevant statutory regulations):
     •       Resident adult individual either singly or jointly (not exceeding three)
     •       Minor through parent/lawful guardian
     •       Companies, Bodies Corporate, Public Sector Undertakings, association of persons or bodies of individuals and societies
             registered under the Societies Registration Act, 1860 (so long as the purchase of units is permitted under the respective
             constitutions)
     •       Religious and Charitable Trusts under the provisions of 11(5)(xii) of Income-tax Act, 1961 read with Rule 17C of
             Income-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 (subject to RBI approval,
             if any) or on non repatriation basis, as per applicable regulations notified by RBI from time to time.
     •       Foreign Institutional Investors (FIIs) registered with SEBI on full repatriation basis (subject to RBI approval, if any).
     •       Army, Air Force, Navy and other para-military funds
     •       Scientific and Industrial Research Organizations
     •       Mutual fund schemes
     •       Any other category of investor who may be notified by Trustees from time to time by display on the website of the AMC.
             or all web-based transactions under the schemes of Prudential ICICI Mutual Fund, entered through the website of the
             fund viz. www.pruicici.com, there would be a cooling off period of 30 minutes before the respective cut-off times for
             purchase and sale transactions. For purchase transactions through the website of the Fund, following rules will apply:

                                                                                                                                                 49
     Prudential ICICI Mutual Fund

                (a)   Internet Banking: As stated above, provided the electronic bank confirmation is received simultaneously for web-
                      based transactions using internet banking.
                (b) Applications accompanied by physical cheques/ Demand Drafts: The units will be issued at par, on receipt of
                    physical transaction request at the nearest official point of transaction of the AMC within 3 business days from the
                    date of transaction.
                 (c) The original application form duly signed should reach the AMC immediately after the transaction through
                     website. If the investor fails to do so, the AMC reserves the right to reject/hold the redemption requests of such
                     investors.
                (d) a copy of PAN should be faxed to us before the cut-off time. The transactions would be rejected or considered to
                    be invalid, if we do not receive the PAN details alongwith the documentary proof before the cut-off time. The
                    original copy of PAN details should be submitted within 10 days from the date of execution of the transaction, if,
                    we do not receive the same within 10 days, then we reserve the right to reject or reverse the transaction(s).
     l)   How to apply?
          i)    Purchase of Units on an on-going basis
                The Scheme is open for fresh subscriptions on an on-going basis. Applications by new investors (i.e. other than existing
                Unitholders) must be for a minimum amount of Rs.5,000 per application and in multiples of Re.1 thereafter for growth
                and dividend option and for minimum of Rs. 1,00,000/ and in multiples of Rs. 1/- thereafter in case of Institutional
                Option - I. An existing Unitholder can, however, purchase additional Units for any amount, subject to the minimum
                additional amount of Rs.500 in case of growth and dividend option and Rs. 10,000 in case of Institutional Option - I..
                The Trustee shall, have absolute discretion to accept/reject any application for purchase of Units, if in the opinion of the
                Trustee, increasing the size of Scheme's Unit capital is not in the general interest of the Unitholders, or the Trustee for
                any other reason believes it would be in the best interest of the Scheme or its Unitholders to accept/reject such an
                application.
                Suspension or restriction of repurchase facility under any scheme of the mutual fund shall be subject to procedure
                prescribed by SEBI in this regard.
                Purchase Price
                The purchase price of the Units, on an ongoing basis, will be based on the Applicable NAV, subject to entry load,
                computed as follows:
                Purchase Price = Applicable NAV * (1+ Entry Load, if any).
                It is proposed to charge, for the present, an entry load at 2.25% of applicable Net Asset Value (NAV) for the investment
                of less than Rs.5 crores and no entry load is proposed to be charged for the investment of Rs. 5 crores and above. Notice
                of the changes in the load structure shall be made by a suitable display in the Customer Service Centres of the AMC and
                will be communicated to the intermediaries and investors in the manner prescribed by SEBI.
                The Fund reserves the right to modify entry load or a combination of entry/exit loads, at any time in future, on
                perspective basis. In such an event, the Purchase/Redemption Price of the Units will be adjusted by using the following
                formula. The maximum load entry/exit) under the Scheme will not exit the limits as prescribed under the Regulations.
                The Fund shall ensure that the Redemption Price is not lower than 93% of the NAV and the Purchase Price is not higher
                than 107% of the NAV, provided that the difference between the Redemption Price and Purchase Price of the Units
                shall not exceed the permissible limit of 7% of the Purchase Price, as provided for under the Regulations.
                Kindly retain the acknowledgement slip initialled/stamped by the collecting agency.
          (ii) Resident Investors
          ii)   How to Purchase?
                The application forms for the purchase of Units of the Scheme will be available at the office of the AMC, and the
                Customer Service Centers. New investors can purchase Units by completing an Application Form. Existing Unitholders
                may use the transaction slip for additional purchases or a new Application Form. Payment for purchase of Units will be
                accepted only through a cheque or demand draft drawn payable at the centre where the application is lodged, drawn
                in favour of "Prudential ICICI Income Multiplier Fund ". All such cheques/drafts must be crossed "Account Payee
                Only".
                The cheque/demand draft should be payable at the Centre where the application is lodged. The cheque/demand draft
                should be drawn on any Bank, which is situated at and is a member/sub-member of the Bankers' Clearing House.
                Cheques/demand drafts drawn on a Bank not participating in the Clearing House will not be accepted.
                Payments by Stock invest and out-station and/or post-dated cheques will not be accepted.
                The Fund will bear the demand draft charges subject to maximum of Rs. 50,000/- per transaction for purchase of units
                by investors residing at location where the Asset Management Company (AMC's) Customer Service Centers/ Collection
                Centers are not located as mentioned in the table below:




50
                                                                                              Prudential ICICI Income Multiplier Fund


       Amount of Investment                Rate of Charges for Demand Draft(s)
       Upto Rs.10,000/-                    At actual, subject to a maximum of Rs. 50/-
       Above Rs.10,000/-                   Rs. 3/- per Rs. 1000/-
       Maximum Charges                     Rs. 50,000/-

     AMC reserves the right to refuse bearing of demand draft charges, in case of investments made by the same applicant(s)
     through multiple applications at its own discretion which will be final and binding on the investor.
     Investors residing at places other than where the AMC Customer Service Centers/ Collection Centers are located, are
     requested to make the payment by way of demand draft(s) after deducting charges as per the rates indicated in the
     above table. It may be noted that additional charges, if any, incurred by the investor over and above the levels indicated
     above will not be borne by the Fund.
     No demand draft charges will be borne by the Fund for purchase of Units by investors residing at such locations where
     the Customer Service Centers/Collection Centers of the AMC are located.
     The Trustee shall have absolute discretion to accept/reject any application for purchase of Units, if in the opinion of the
     Trustee, increasing the size of Scheme's Unit capital is not in the general interest of the Unitholders, or the Trustee for
     any other reason believes it would be in the best interest of the Schemes or its Unitholders to accept/reject such an
     application.
(iii) NRIs, FIIs
     NRIs:
     In terms of Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000, RBI has granted general permission to
     NRIs to purchase, on a repatriation basis units of domestic mutual funds. Further, the general permission is also
     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 aforesaid notification.
     For the purpose of this section, the term "mutual funds" is as referred to in Clause (23D) of Section 10 of Income-Tax
     Act 1961.
     However, NRI investors, if so desired, also have the option to make their investment on a non-repatriable basis.
     In case of NRI investments, the applications and the cheque have to be accompanied by the debit certificate from the
     bank on which cheque is drawn.
     In case the debit certificate is not provided, the AMC reserves the right to reject the application of the NRI investors.
     FIIs :
     In terms of Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000. RBI has granted general permission to
     a registered FII to purchase on a repatriation basis units of domestic mutual funds subject to the conditions set out in
     the aforesaid notification. Further, the general permission is also granted to FIIs to sell the units to the mutual funds for
     repurchase or for the payment of maturity proceeds, provided that the units have been purchased in accordance with
     the conditions set out in the aforesaid notification.
     For the purpose of this section, the term "mutual funds" is as referred to in Clause (23D) of Section 10 of Income-Tax
     Act 1961.
iv) Mode of Payment on Repatriation basis
     FIIs may pay their subscription amounts either by way of inward remittance through normal banking channels or out
     of funds held in Foreign Currency Account or Non-resident Rupee Account maintained by the FII with a designated
     branch of an authorized dealer with the approval of the RBI subject to the terms and conditions set out in the aforesaid
     notification.
     In case Indian rupee drafts are purchased abroad or from Foreign Currency Accounts or Non-resident Rupee Accounts
     an account debit certificate from the Bank issuing the draft confirming the debit shall also be enclosed.
     In case of NRIs and persons of Indian origin residing abroad, payment may be made by way of Indian Rupee drafts
     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 Mumbai and purchased out
     of funds held in NRE Accounts / FCNR Accounts.
     All cheques/drafts should be made out in favour "Prudential ICICI Income Multiplier Fund" and crossed "Account
     Payee Only". In case Indian Rupee drafts are purchased abroad or from FCNR/NRE A/c. an account debit certificate from
     the Bank issuing the draft confirming the debit shall also be enclosed.
v)   Mode of payment on Non-Repatriation basis
     In case of NRIs/ Persons of Indian origin seeking to apply for Units on a non-repatriation basis, payments may be made
     by cheques/demand drafts drawn out of Non-Resident Ordinary (NRO) accounts/ Non-Resident Special Rupee (NRSR)
     accounts and Non Resident Non-Repatriable (NRNR) accounts payable at the city where the Application Form is
     accepted.



                                                                                                                                        51
     Prudential ICICI Mutual Fund

          v)    Investments of the minor investor on attaining majority
                Upon attaining majority, a minor has to write to the fund, giving his specimen signature duly authenticated by his
                banker as well his new bank mandate, PAN details, UIN details (if applicable as per prevalent SEBI Guidelines) in order
                to facilitate the Fund to update its records and permit the erstwhile minor to operate the account in his own right. In
                case the necessary details are not provided, then the prevalent provision of the SEBI Regulations shall apply.
          vii) Application under Power of Attorney/ Body corporate/Registered society/ Partnership
                 Every investor, depending on the category under which he/she/it falls, is required to provide the relevant documents
                alongwith the application form as may be prescribed by AMC
                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 the application as the
                case may be, or duly certified copy thereof, along with the memorandum and articles of association/bye-laws must be
                lodged at the Registrar's office at the time of submission of application..
                In case an investor has issued Power of Attorney (POA) for making investments, switches, redemptions etc. under his
                folio, both the signature of the investor and the POA holder have to be clearly captured in the POA document to be
                accepted as a valid document. At the time of making redemption / switches the fund would not be in a position to
                process the transaction unless, POA holder's signature is available in the POA or proof of identity alongwith signature
                is produced along with the POA.
                Original or certified true copies of the following documents should be submitted by Companies/Bodies Corporate/
                PSUs/Banks and Financial Institutions along-with the application form:
                •     Board resolution authorizing the investment
                •     List of authorized officials to make such investment along with the specimen signature of such authorized officials
                •     MOA and AOA/Trust Deed/Bye Laws including certificate of registration/any other incorporation or foundation
                      documents
                      The onus of authentication of the documents shall be on the Investors and the AMC/Fund will accept and act on
                      these in good faith wherever the documents are not expressely authenticated
                      Submission of these documents by such Investors shall be full and final proof of the corporate investors' authority
                      to invest and the AMC/Fund shall not be liable under any circumstances for any defects in the documents so
                      submitted.
          viii) Joint Applicants
                In the event an Account has more than one registered owner, the first-named holder (as determined by reference to the
                original Application Form) shall receive the Account Statement, all notices and correspondence with respect to the
                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 applicable guidelines.
                Applicants can specify the 'mode of holding' in the Application Form as 'Jointly' or 'Anyone or Survivor'. In the case of
                holding specified as 'Jointly', Redemptions and all other requests relating to monetary transactions would have to be
                signed by all joint holders. However, in cases of holding specified as 'Anyone or Survivor', any one of the Unitholders
                will have the power to make Redemption requests, without it being necessary for all the Unitholders to sign. However,
                in all cases, the proceeds of the Redemption will be paid to the first-named holder.
          ix) Nomination Facility
                The Scheme provides for the nomination facility as permitted under the Regulations.
                Nomination Forms are available alongwith the application forms at any of the Customer Service Centres of the AMC.
                It may, however, be noted that in the event of death of the Unitholder and in the event a nominee has been named, the
                nominee shall stand transposed in respect of the Units held by the Unit holder. Such nominee (new Unit holder) will
                hold the Units in trust for and on behalf of the estate of the original Unit holder and his / her legal heirs. Such payments
                made by the AMC shall be full and valid discharge of the AMC / Fund from all further liabilities 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 to satisfy
                itself as to the identity of the Nominee/ Claimant including but not limited to procuring an Indemnity Bond.
                Where the units are held by more than one person jointly, the joint unitholders may together nominate a person in
                whom all the rights in the units shall vest in the event of death of all the joint unit holders.
          x)    Note on Anti Money Laundering
                Prevention of Money Laundering Act, 2002 came into effect from July 1, 2005 vide Notification No. GSR 436(E) dated
                July 1, 2005 issued by Department of Revenue, Ministry of Finance, Government of India. Further, SEBI vide its circular
                ISD/CIR/RR/AML/1/06 dated January 18, 2006 mandated that all intermediaries including Mutual Funds should formulate
                and implement a proper policy framework as per the guidelines on anti money laundering measures and also to adopt
                a Know Your Customer (KYC) policy. SEBI again issued another circular reference no. ISD/CIR/RR/AML/2/06dated March
                20, 2006 advising all intermediaries to take necessary steps to ensure compliance with the requirement of section 12
                of the Act inter-alia maintenance and preservation of records and reporting of information relating to cash and
                suspicious transactions to Financial Intelligence Unit-India (FIU-IND), New Delhi.

52
                                                                                                  Prudential ICICI Income Multiplier Fund

         According to guidelines, the investor(s) should ensure that the amount invested in the scheme is through legitimate
         sources only and does not involve and is not designated for the purpose of any contravention or evasion of the
         provisions of the Income Tax Act, Prevention of Money Laundering Act, Prevention of Corruption Act and / or any other
         applicable law in force and also any laws enacted by the Government of India from time to time or any rules,
         regulations, notifications or directions issued thereunder.
         To ensure appropriate identification of the investor(s) under its KYC policy and with a view to monitor transactions for
         the prevention of money laundering, Prudential ICICI AMC / Prudential ICICI Mutual Fund reserves the right to seek
         information, record investor's telephonic calls and / or obtain and retain documentation for establishing the identity
         of the investor, proof of residence, source of funds, etc. It may re-verify identity and obtain any incomplete or additional
         information for this purpose.
         The investor(s) and their attorney, if any, shall produce reliable, independent source documents such as photographs,
         certified copies of ration card/ passport/ driving license/PAN card, etc. and/or such documents or produce such information
         as may be required from time to time for verification of the identity, residential address and financial information of the
         investor(s) by the AMC/Mutual Fund. If the investor(s) or the person making payment on behalf of the investor(s),
         refuses / fails to provide the required documents/ information within the period specified in the communication(s) sent
         by the AMC to the investor(s) then the AMC, after applying appropriate due diligence measures, believes that the
         transaction is suspicious in nature within the purview of the Act and SEBI circulars issued from time to time and/or on
         account of deficiencies in the documentation, shall have absolute discretion to report suspicious transactions to FIU-
         IND and / or to freeze the folios of the investor(s), reject any application(s) / allotment of units and effect mandatory
         redemption of unit holdings of the investor(s) at the applicable NAV subject to payment of exit load, if any, in terms of
         the said communication sent by the AMC to the investor(s) in this regard. The KYC documentation shall also be
         mandatorily complied with by the holders by virtue of operation of law e.g. transmission, etc. The Prudential ICICI
         Mutual Fund, Prudential ICICI Asset Management Company Limited, Prudential ICICI Trustee Company Limited and
         their Directors, employees and agents shall not be liable in any manner for any claims arising whatsoever on account
         of freezing the folios / rejection of any application / allotment of units or mandatory redemption of units due to non-
         compliance with the provisions of the Act, SEBI circular(s) and KYC policy and / or where the AMC believes that
         transaction is suspicious in nature within the purview of the Act and SEBI circular(s) and reporting the same to FIU-IND.
J)   Issuance of Units/ Account Statements/Transaction Confirmation
     Under normal circumstances, an Account Statement/Transaction Confirmation will be mailed to the investor indicating the
     number of Units purchased and/or the new balance to Unit holder's credit in the Account within three Business Days of
     acceptance of the purchase request. Provided that the Fund reserves the right to reverse the transaction of crediting the Unit
     Holder's account, in the event of non-realization of any cheque or other instrument remitted by the investor.
     The Account Statements/Transaction Confirmation shall be non-transferable. If the Unit holder so desires non-transferable
     Unit certificates will be issued within six weeks of the receipt of request for the certificate.
     Any addition/ deletion of name from the folio of the unitholder is deemed as transfer of units. But the Units of the Scheme
     are not transferable.
     Under normal circumstances, an Account Statement/Transaction Confirmation will be mailed to the investor, indicating the
     number of Units purchased / alloted within 3 Business Days of the acceptance of a valid application for purchase of Units
     under the Scheme. Where the prior consent of the Unitholder is obtained, the account statement will be sent by e-mail only.
     In the event of non-realization of any cheque or other instrument remitted by the investor, the transaction of crediting the
     Unitholder's account will be reversed.
     The Account Statements shall be non-transferable. If the Unitholder so desires, non-transferable unit certificates will be
     issued within six weeks of the receipt of request for the certificate.
     Any addition/ deletion of name from the folio of the unitholder is deemed as transfer of units. But the Units of the Scheme
     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 respect of joint
     holdings) as this is treated as transmission of units and not transfer.
     All Units will rank pari passu, among Units within the same Option, i.e. either the dividend option or the growth option, or
     any other option, as to assets, earnings and the receipt of dividend distributions, if any, as may be declared by the Trustee.
     Allotment of Units and despatch of Account Statements to FIIs will be subject to RBI approval.
k)   Account Statements
     An Account Statement will be sent by ordinary post to each Unitholder, stating the number of Units allotted, not later than
     30 days from the close of New Fund Offer Period. In case the investor provides the e-mail address, the Fund will provide the
     Account Statement only through e-mail message. The Account Statements shall be non-transferable. If the Unitholder so
     desires, 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 the Scheme
     are not transferable.
     In view of the same, additions/ deletion of names will not be allowed under any folio of the Scheme.


                                                                                                                                            53
     Prudential ICICI Mutual Fund

          The above provisions in respect of deletion of names will not be applicable in case of death of unitholder (in respect of joint
          holdings) as this is treated as transmission of units and not transfer.
     l)   Redemption of units
          The Units can be redeemed (i.e., sold back to the Fund), at the Applicable NAV (hereinafter defined) on an on-going basis.
          Redemption requests can be made for a minimum of Rs. 500 or in multiples.
          A Unitholder may request Redemption of a specified amount or a specified number of Units, (subject to the minimum
          Redemption amount) the number of Units specified will be considered for deciding the Redemption amount. If only the
          Redemption amount is specified by the Unitholder, the Fund will divide the Redemption amount so specified by the
          "Redemption Price " to arrive at the number of Units.
          In case an investor has purchased Units on more than one Business Day (either during the New fund offer Period, or through
          subsequent purchases), the Units purchased prior in time (i.e. those Units which have been held for the longest 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 and close the account by indicating the same at the
          appropriate place in the Redemption Request form.
          As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account numbers in 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 valid and 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.
          i)    Redemption Price
                The Redemption Price of the Units will be based on the Applicable NAV, subject to exit load, if any, computed as follows:
                Redemption Price = Applicable NAV * (1-Exit Load, if any).
                At present, it is proposed to charge an exit load as follows:
                For investments of less than Rs. 5 crores and if the investments are held for less than a period of 12 months :
                1%
                For investments of 5 crores and above: No exit load
                Investors may note that the Trustee has a right to prescribe or modify the load structure with prospective effect and to
                introduce an exit load or a combination of entry and exit loads subject to the Regulations. Please refer to the section
                titled "Load" on page 57 for further details.
                The Fund shall ensure that the Redemption Price is not lower than 93% of the NAV and the Purchase Price is not higher
                than 107% of the NAV, provided that the difference between the Redemption Price and Purchase Price of the Units
                shall not exceed the permissible limit of 7% of the Purchase Price, as provided for under the Regulations.
          ii)   Applicable NAV
                The NAV applicable for redemptions/switches, is the Net Asset Value per Unit at the close of the Business Day on which
                the application is accepted.
                In respect of applications received upto the cut-off time by the Fund, same day's closing NAV shall be applicable.
          iii) How to Redeem?
                The Redemption requests can be made on the transaction slip for Redemption available at the Customer Service
                Centres. The Redemption request can be made at any of the Customer Service Centres as listed in this Offer Document.
                In case the Units are standing in the names of more than one Unitholder, where mode of holding is specified as
                'Jointly', Redemption requests will have to be signed by all joint holders. However, in cases of holding specified as
                'Anyone or Survivor', any one of the Unit holders will have the power to make Redemption requests, without it being
                necessary for all the Unit holders to sign. However, in all cases, the proceeds of the Redemption will be paid 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 the same
                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 that Business
                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 56 'Right to Limit Redemption' and
                page 56 'Suspension of Purchase and Redemption of Units'.
                As per the Regulations, the Fund shall despatch the Redemption proceeds within 10 (ten) Business Days from the date
                of acceptance of Redemption request at any of the Customer Service Centres or the office of the Registrar, in case of a
                Redemption request being sent by post.
                Under normal circumstances, the Fund will endeavour to despatch the Redemption cheques within 3 Business Days
                from the date of acceptance of the Redemption request. This service standard will apply only at the centers where RBI
                handles clearing directly and is able to transfer funds from Mumbai on the same-day-value basis. In respect of all non-

54
                                                                                            Prudential ICICI Income Multiplier Fund

     RBI centers, for redemption payments, AMC will take additional day(s) - not exceeding 3 Business Days- that would
     essentially be linked to the time taken by banks to clear funds at such Non-RBI centers.
     The Redemption cheque will be issued in favour of the sole/first Unitholder's registered name and bank account
     number and will be sent to the registered address of the sole/first holder as indicated in the original Application Form.
     The Redemption cheque will be payable at par at all the places where the Customer Service Centres are located. The
     bank charges for collection of cheques at all other places will be borne by the Unitholder.
     As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account numbers in 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 valid and 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.
     A fresh Account Statement/ Transaction Confirmation Statement will be sent by the Registrar to the redeeming
     investors, indicating the new balance to the credit in the Account.
     The Fund may close a Unitholder's account if, as a consequence of Redemption, the balance falls below Rs.5,000 , and
     a period of 30 (thirty) days has elapsed after the issue of notice to the Unitholder by the AMC requesting him to bring
     the amount in the account to the minimum described above and the Unitholder fails to do so.
     If a Unitholder makes a Redemption request immediately after purchase of Units, the Fund shall have a right to
     withhold the Redemption request till sufficient time has elapsed to ensure that the amount remitted by him (for
     purchase of Units) is realised and the proceeds have been credited to the Scheme's Account. However, this is only
     applicable if the value of Redemption is such that some or all of the freshly purchased Units may have to be redeemed
     to effect the full Redemption.
     In case of fresh investments, the account statement and in case of redemptions the cheque(s) would be sent by courier.
     In case, the courier is returned undelivered; the AMC will send the same by Registered Post A D. The courier and Postal
     Department as the case may be shall be treated as agents of the investor / unitholders. Delivery of the accounts
     statements and cheques to the courier/ Postal Department as the case may be shall be treated as delivery to the investor.
     The Mutual fund/Registrars are not responsible for any delayed delivery or non-delivery of any consequences thereof.
     The AMC shall not be liable to pay for the penal interest, in such cases where AMC has handed over the correspondence
     / cheque to courier Agent / Postal Department within the period stipulated in the Offer Document.
v)   Non receipt of email communication by Investors
     When an investor has communicated his/her e-mail address and has provided consent for sending communication
     only through email, the Mutual Fund / Registrars are not responsible for email not reaching the investor and for all
     consequences thereof.
     The Investor shall from time to time intimate the Mutual Fund / its transfer agents about any changes in the email
     address.
vi) Redemption by NRIs/ FIIs
     Credit balances in the account of an NRI/ FIIs investor, may be redeemed by such investors in accordance with the
     procedure described above and subject to any procedures laid down by the RBI, if any. Such redemption proceeds will
     be paid by means of a Rupee cheque payable to the NRI's/ FIIs or by a foreign currency draft drawn at the then current
     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 Foreign Exchange
     Management Act, 1999 (FEMA) the RBI has granted general permission to NRIs and FIIS who have purchased units
     issued by mutual funds in accordance with the aforesaid notification to tender units to the mutual funds for repurchase
     or for the payment of maturity proceeds
     For the purpose of this section, the term "mutual funds" is as referred to in Clause (23D) of Section 10 of Income-Tax
     Act 1961.
vi) Effect of Redemptions
     The Unit capital and Reserves of the Scheme will stand reduced by an amount equivalent to the product of the number
     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 Units
     of the Scheme, an investor may be left with Fractional Units. Fractional Units will be computed and accounted for up to
     two decimal places. However, Fractional Units will in no way affect the investor's ability to redeem the Units, either in
     part or in full standing to the Unitholder's credit.
viii) Signature mismatch cases
     While processing the redemption / switch out request in case the AMC / Registrar come across a signature mismatch,
     then the AMC/ Registrar reserves the right to process the redemption only on the basis of supporting documents
     confirming the identity of the investors. List of such documents would be notified by AMC from time to time on its
     website.



                                                                                                                                      55
     Prudential ICICI Mutual Fund

          ix) Right to Limit Redemptions
                After complying with the regulatory requirements, the Trustee and the Board of Directors of the AMC may, in the
                general interest of the Unitholders of the Scheme offered under this Offer Document and keeping in view the
                unforeseen circumstances/unusual market conditions, limit the total number of Units which may be redeemed on any
                Business Day to 5% of the total number of Units then in issue, or such other percentage as the Trustee may determine.
                Any Units, which by virtue of these limitations are not redeemed on a particular Business Day, will be carried forward
                for Redemption to the next Business Day, in order of receipt. Redemptions so carried forward will be priced on the basis
                of the Applicable NAV (subject to the prevailing load) of the Business Day on which Redemption is made. Under such
                circumstances, to the extent multiple Redemption requests are received at the same time on a single Business Day,
                Redemptions will be made on pro-rata basis, based on the size of each Redemption request, the balance amount being
                carried forward for Redemption to the next Business Day(s).
          x)    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 the
                Scheme offered under this Document, and consequently sale and redemption of Units, in any of the following events:
                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 be practicable
                      without being detrimental to the interests of the Unitholders.
                3.    In the event of breakdown in the means of communication used for the valuation of investments of 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 interests of
                      the Unitholders of the Scheme.
                5.    In case of natural calamities, strikes, riots and bandhs.
                6.    In the event of any force, majeure or disaster that affects the normal functioning of the AMC or the Registrar.
                7.    If so directed by SEBI.
                      In the above eventualities, the time limits indicated above, for processing of requests for purchase and redemption
                      of Units will not be applicable.
                      Suspension or restriction of repurchase/ redemption facility under any scheme of the mutual fund shall be made
                      applicable only after obtaining the approval from the Boards of Directors of the AMC and the Trustees. After
                      obtaining the approval from the AMC Board and the Trustees, an intimation would be sent to SEBI in advance
                      providing details of circumstances and justification for the proposed action shall also be informed.
          xi) Permanent Account Number (PAN)
                If the application is for Rs. 50,000/- or more, then the PAN and IT Circle/Ward/District (if available) of the applicant
                should be mentioned and a copy of PAN Card/Form 60 should be attached with the application form. In case of any
                person who does not have a permanent account number shall make a declaration in Form No.60. Any application form
                without these details will not be accepted by the fund.
                In case of web-based transactions, a copy of PAN should be faxed to us before the cut-off time. The transactions would
                be rejected or considered to be invalid, if we do not receive the PAN details alongwith the documentary proof before
                the cut-off time.
                The original copy of PAN details should be submitted within 10 days from the date of execution of the transaction, if,
                we do not receive the same within 10 days, then we reserve the right to reject or reverse the transaction
          xii) Unique Identification Number (UIN)
                As per the directives issued by SEBI, obtaining / quoting UIN has been temporarily suspended. If it is made mandatory
                in future, for applicants who are termed as specified investor, to quote UIN (Unique Identification Number) (allotted
                under SEBI MAPIN Regulation) in the application form, any application form without these details may not be accepted
                by the fund.
          xiii) Dormant Account Locking
                Investment Folios under which there are no transactions for last 24 months shall be classified as dormant folios.
                Redemption, change of address and change of bank requests in such accounts will be put through only after secondary
                checks and such additional safeguards that may be stipulated from time to time.




56
                                                                                               Prudential ICICI Income Multiplier Fund


                                                         SECTION IV

a)   LOAD STRUCTURE OF THE SCHEME
     Entry Load: The Trustees at present does not intend to charge any entry load.
     Exit Load: It is proposed to charge an exit load for the present as follows:
     For investments of Rs. 5 crores and above: No Exit Load
     For investments of less than Rs. 5 crores and if the investments are held for less than a period of 12 months : 1 %
     Systematic Investment Plan (SIP) :
     a)    Entry Load :      Nil
     b)    Exit Load :       Nil
     However, the Trustee shall have a right to prescribe or modify the load structure with prospective effect subject to a
     maximum prescribed under the Regulations
     Subject to the Regulations, the Trustee reserves the right to modify/alter the load structure and may decide to introduce a
     differential load structure on the Units subscribed/redeemed on any Business Day. Such changes will be applicable for
     prospective investments. The Trustee shall arrange to display a notice in the Customer Service Centers of the AMC at least
     10 days before the change of the then prevalent load structure. The addendum detailing 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 the offer documents and abridged offer documents in stock. This addendum
     will also be sent along with the newsletter to the Unitholders immediately after the changes. Changes in the load structure
     may be stamped in the acknowledgement slip issued by the Fund after the changes in load structure. The load collected
     from the Unitholders under the Scheme will be credited to a separate account and will be offset against distribution and
     marketing expenses. Surplus of load, if any, charged over planned marketing and distribution expenses to be defrayed will
     be credited to the Scheme whenever felt appropriate by the AMC.
     All loads including CDSC for each scheme shall be maintained in a separate account and may be utilized towards meeting
     the selling and distribution expenses. Any surplus in this account may be credited to the scheme, whenever felt appropriate
     by the AMC
b)   FEES AND EXPENSES OF THE SCHEME
     As per the provisions of the Regulations, read with the amendments thereto, the following fee and expenses will be
     charged to the Scheme:
     i)    New Fund offer Expenses
           The New Fund Offer expenses charged to the Scheme were limited to 6% of the subscriptions received during the New
           Fund Offer Period. Expenses over and above this limit were borne by the AMC.
     ii)   Estimated Recurring Expenses
                                                                                      (% per annum of average net assets)

            Description                                                  Prudential ICICI Income Multiplier Fund

            Investment Management & Advisory fees                                           1.00
            Trustee Fees                                                                    0.05
            Custodian Fees                                                                  0.20
            Marketing & Selling Expenses                                                    0.47
            Registrar & Transfer Agent Fees                                                 0.10
            Audit Fees                                                                      0.01
            Costs related to investor communications                                        0.12
            Transaction Costs                                                               0.05
            Cost of Funds transfer                                                          0.09
            Costs for A/c statements, dividend etc.                                         0.11
            Cost of statutory advertisements                                                0.01
            Other expenses (including Service Tax)                                          0.04
            Total Annual Recurring Expenses                                                 2.25

           The purpose of the above table is to assist the investor in understanding the various costs and expenses that an
           investor in the Scheme will bear. These estimates are based on a corpus size of Rs.1 crore under the Scheme, 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 would change. The above expenses are subject to inter-se change and may increase/
           decrease as per actual and/or any change in the Regulations.
           These estimates have been made in good faith as per information available to the AMC and the total expenses may be
           more than as specified in the table above. However, as per the Regulations, the total recurring expenses that can be

                                                                                                                                         57
     Prudential ICICI Mutual Fund

                   charged to the Scheme in this Offer Document shall be subject to the applicable guidelines. Expenses over and above
                   the permitted limits will be borne by the AMC.
                   The recurring expenses of the Schemes, and the additional management fee shall be as per the limits prescribed under
                   Sub-Regulations (6) of Regulations 52 of the Regulations and shall not exceed the limits prescribed thereunder.
                   As per the Regulations, the maximum recurring expenses that can be charged to the Scheme shall be subject to a
                   percentage limit of weekly net assets as in the table below:

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

                       2.25 %                                                 2.00%                                 1.75%                                  1. 50%

                   Subject to Regulations, expenses over and above the prescribed limit shall be borne by the Asset Management
                   Company.
     c)   FEES AND EXPENSES OF THE EXISTING SCHEMES
          i)       During the last one fiscal year, Prudential ICICI Mutual Fund launched - Prudential ICICI Blended Plan - Plan A,
                   Prudential ICICI Blended Plan - Plan B, Prudential ICICI Infrastructure Fund, Prudential ICICI Services Industries Fund,
                   Prudential ICICI Fixed Maturity Plan - Series 28 - 4 Months Plan, Prudential ICICI Fixed Maturity Plan - Series 28 - 16
                   Months Plan, Prudential ICICI Fixed Maturity Plan - Series 27 - Monthly Plan, Prudential ICICI Fusion Fund, Prudential
                   ICICI Fixed Maturity Plan - Series 28 and Prudential ICICI Fixed Maturity Plan - Series 31 - 4 Months Plan on April 28,
                   2005, April 28, 2005, August 16, 2005, October 13, 2005, January 19, 2006, January 19, 2006, March 16, 2006,
                   February 1, 2006, March 21, 2006 and March 29, 2006 respectively.
           II) NEW FUND OFFER EXPENSES - COMPARISON OF ESTIMATED TO ACTUAL
                   The New Fund Offer Expenses relating to Prudential ICICI Fixed Maturity Plan Series 25 - Quarterly Plan, Prudential ICICI
                   Discovery Fund, Prudential ICICI Fixed Maturity Plan Series 25 - 15 Months Plan, Prudential ICICI Fixed Maturity Plan -
                   Series 26 - Quarterly Plan, Prudential ICICI Fixed Maturity Plan - Series 25 - Yearly Plan, Prudential ICICI Long Term
                   Floating Rate Plan, Prudential ICICI Plan I, Prudential ICICI Fixed Matuirty Plan Series 28 - 4 Months Plan, Prudential
                   ICICI Fixed Matuirty Plan Series 28 - 16 Months Plan, Prudential ICICI Fixed Matuirty Plan Series 28, Prudential ICICI
                   Fixed Matuirty Plan - Series 30 - 13 Months Plan, Prudential ICICI Fixed Matuirty Plan - Series 31 - 4 Months Plan,
                   Prudential ICICI Hybrid Fixed Matuirty Plan - 13 Months Plan, Prudential ICICI Fixed Matuirty Plan - Series 32 -3 Months
                   Plan A, Prudential ICICI Fixed Matuirty Plan - Series 32 -3 Months Plan B, Prudential ICICI Fixed Matuirty Plan - Series 32
                   -3 Months Plan C and Prudential ICICI Fixed Matuirty Plan - Series 32 -3 Months Plan D were borne by the AMC.
                                                 Blended Plan - Plan A         Blended Plan - Plan B          Infrastructure Fund           Services Industries Fund


               Description                      Estimated          Actuals     Estimated        Actuals     Estimated         Actuals     Estimated           Actuals
                                                    - % to          - % to         - % to        - % to         - % to         - % to         - % to           - % to
                                                    Target     Subscription        Target   Subscription        Target    Subscription        Target      Subscription
                                                  Amount                         Amount                       Amount                        Amount
               Advertising, printing and                *           0.0922             *         0.0921             *          0.2063               *          0.3615
               other marketing expenses
               Collection, Registrar and                *           0.0020             *         0.0028             *          0.0414               *          0.0379
               Bank charges
               Selling Commissions                      *           0.0000             *         0.0000             *          0.7264               *          0.6787
               Total                              3.7500            0.0942       3.7500          0.0950       3.7500           0.9741           3.7500         1.0782
               Target Amount/Amount             Rs.1 Lakh       Rs. 963.80     Rs.1 Lakh     Rs.365.07      Rs.1 Lakh     Rs. 1397.92     Rs.1 Lakh        Rs. 656.57
               Mobilised                                             crores                      crores                         crores                          crores

               Note:
          *        The New Fund Offer expenses charged to the Scheme, as per Offer Document were limited to 3.75% of the amount
                   mobilized during the New Fund Offer Period
          iii) Condensed Financial Information:
                   a)     Condensed Financial Information for the period ended March 31, 2004
                                                                Fixed Maturity              Fixed Maturity               Child Care Plan-           Child Care Plan-
                                                                Plan-Yearly 3^              Plan-Yearly 4^                    Gift Option             Study Option
               Historical Per Unit Statistics
               Date of Allotment                                 June 21, 2001                Sept 20, 2001              August 31, 2001             August 31, 2001
               NAV at the beginning of the year (Rs.)                                                                                10.67                     11.42
               Growth Option                                             11.5055                     11.1635                                -                          -
               Dividend Option                                                    -                           -                             -                          -
               @@ Net Income per unit                                         N.A.                         N.A.                          1.45                   1.10
               Dividends                                                  0.7908                              -                             -                          -
               Transfer to Reserves                                               -                           -                             -                          -

58
                                                                                                                                       Prudential ICICI Income Multiplier Fund


                                                          Fixed Maturity                      Fixed Maturity                 Child Care Plan-               Child Care Plan-
                                                          Plan-Yearly 3^                      Plan-Yearly 4^                      Gift Option                 Study Option
Compounded Annualised Returns
(Based on NAVs of Growth Option)                                          N.A                                N.A.                          29.52%                         14.32%
Benchmark Index                                                             $                                    $                           NiftyCrisil MIP Blended Index
Return compared to Benchmark Index                                          $                                     $                        1.81%                            5.02%
Net Assets end of period (Rs. Crore)                                      N.A                                N.A.                           25.10                            21.87
NAV at the end of the period                                                    -                                 -                         19.51                            14.13
Growth Option                                                                   -                                 -                                 -                             -
Dividend Option                                                                 -                                 -                                 -                             -
Ratio of Recurring Exps to Net Assets                              0.60%                                0.57%                              2.00%                           1.50%

                                          Short Term        Fixed Maturity                              Long term              Sweep        Fixed Maturity             Fixed Maturity
                                                 Plan       Plan – Yearly 5           Index Fund                Plan                Plan     One Year Plan             One Year Plan
                                                                                                                                                  – Series 6 @            – Series 7^

Historical Per Unit Statistics
Date 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                        -                     -                   -                -                       -                          -
Institutional Option - Growth                11.2345                        -                     -                   -                -                       -                          -
@@ Net Income per unit                         1.1672                  0.4563             1.9315               1.2781          0.2800              1,269.5603                     NA
Dividends                                      0.8039                       -                     -                   -                -                       -                          -
Fortnightly Dividend Option                    0.5644                       -                     -                   -                -                       -                          -
Institutional Fortnightly Dividend
Option                                         0.5995                       -                     -                   -                -                       -                          -
Institutional Dividend Option                  0.6027                       -                     -                   -                -                       -                          -
Transfer to Reserves                                  -                     -                     -                   -                -                       -                          -
 Compounded Annualised Returns
 (Based on NAVs of Growth Option)              7.58%                   6.19%             22.07%           11.26%               4.53%                 29.37%*                      NA
Benchmark Index                            Crisil Short                    $                Nifty            Crisil              Crisil                    $                       $
                                           term Bond                                                    Composite               Liquid
                                                  Fund                                                  Bond Fund                Fund
                                                                                                            Index               Index
Return compared to Benchmark Index             0.51%                       $              1.13%                0.12%          -0.45%                          $                       $
Net Assets end of period (Rs. Crore)        1,176.93                     5.72                 21.88           245.28               59.90                   0.02                  N.A.
NAV at the end of the period                          -            11.2941               15.1811          12.3924             10.9616                   12.9370                  N.A
Growth Option                                11.9441                        -                     -                   -                -                       -                          -
Dividend Option                              10.6050                        -                     -                   -                -                       -                          -
Institutional Option Growth                  11.9703                        -                     -                   -                -                       -                          -
Institutional Option - Dividend              10.8415
Institutional Fortnightly Option -
Dividend                                     10.8443                        -                     -                   -                -                       -                          -
Dividend (Fortnightly)                       10.6052                        -                     -                   -                -                       -                          -
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-
Institutional Plan-
Annualised                                     0.80%                        -                     -                   -                -                      -                        -

                                          Flexible          Flexible    Dynamic Plan                   SPICE          Fixed            Floating           Fixed                Fixed
                                           Income            Income                                               Maturity            Rate Plan       Maturity             Maturity
                                              Plan        Plus Plan^                                                 Plan –                          Plan – NRI           Plan – NRI
                                                                                                                  Yearly 12                          Series 4 –           Series 4 –
                                                                                                                                                    Half Yearly          Quarterly ^
Historical Per Unit Statistics
Date of Allotment                    September 27,          May 22,       October 31,          January 10,        March 17,          March 28,      October 21,          October 21,
                                              2002             2003                   2002             2003                2003            2003             2003,              2003,
NAV at the beginning of the year (Rs.) 10.7745                    #                 10.2799       30.4342                              10.0046                     #               #
Growth Option                                     -                -                      -                -          10.0191                 -                    -                  -
 Institutional Option - Growth                    -                -                      -                -          10.0208                 -                    -                  -
@@ Net Income per unit                     1.4298
N.A.                                       8.6880           19.3355                  0.6369           0.1441              0.2498           N.A.

                                                                                                                                                                                              59
     Prudential ICICI Mutual Fund


                                                     Flexible      Flexible       Dynamic Plan           SPICE         Fixed       Floating             Fixed              Fixed
                                                      Income        Income                                         Maturity       Rate Plan         Maturity           Maturity
                                                         Plan    Plus Plan^                                           Plan –                       Plan – NRI         Plan – NRI
                                                                                                                   Yearly 12                       Series 4 –         Series 4 –
                                                                                                                                                  Half Yearly        Quarterly ^
            Dividends                                 0.1200              -                    -             -                -      0.0182                              0.1090
            Dividend Option (Quarterly)                0.4000
            Divide4nd Option (fortnightly)                                                                                                    -              -                 -
            Transfer to Reserves                            -             -                    -             -                -               -              -                 -
            Compounded Annualised
            Returns (Based on NAVs of
            Growth Option)                            12.48%
            N.A.                                      55.75%        52.60%              5.97%          *5.04%        *2.50%            N.A.
            Benchmark Index                             I-Sec          N.A.                Nifty          BSE                $        CRISIL                $                 $
                                                    Composite                                          SENSEX                         Liquid
                                                       Index                                                                           Fund
            Return compared to
            Benchmark Index                           -2.26%           N.A.             1.06%           1.60%                $       0.66%                  $                 $
            Net Assets end of period
            (Rs. Crore)                                822.16          N.A.             109.35           15.67            44.90      512.71            65.10                N.A.
            NAV at the end of the period                               N.A.                    -       56.2998                -               -      10.2498
            Growth Option                            11.9432                           18.7310                       10.6156        10.5040
            Dividend Option                          10.6894              -             8.0733               -                -     10.0421                                 N.A.
            Quarterly Option                         10.6894              -                    -             -                -               -              -                 -
            Institutional Option Growth                     -             -                    -             -       10.6762                  -              -                 -
            Ratio of Recurring Exps to
            Net Assets                                 1.00%         0.50%              2.08%           0.80%         0.75%          0.75%            0.10%               0.55%
            Ratio of Recurring Exps to
            Net Assets-
            Institutional Plan-Annualised                   -             -                    -             -        0.20%                   -


                                                                       Fixed            Gilt Fund               Fixed                 Fixed          Gilt Fund          Income
                                                                   Maturity           Investment            Maturity              Maturity           Treasury         Multiplier
                                                                  Plan – NRI             Plan - PF         Plan – NRI                Plan –          Plan - PF             Fund
                                                                  Series 6 –               Option          Series 8 –             Series 23            Option
                                                                 Quarterly^                               Quarterly ^

            Historical Per Unit Statistics
            Date of Allotment                                   November 21,        November 19,        December 17,          December 15,        February 11,         March 30,
                                                                       2003,                 2003                 2003                2003               2004              2004
            NAV at the beginning of the year (Rs.)                        #                        #                 #                   #                   #                #
            @@ Net Income per unit                                       NA
            0.1975                                                       NA                0.1635                0.0435            -0.0132
            Dividends                                                0.1103                        -             0.1121                   -                      -             -
            Option A                                                          -                    -                  -             0.1375                       -             -
            Transfer to Reserves                                              -                    -                  -                   -                      -             -
            Compounded Annualised Returns
            (Based on NAVs of Growth Option)                             NA               *2.91%                    NA             *1.53%             *1.63%            *-0.76%
            Benchmark Index                                               $            I-Sec Li Bex                  $                   $         I-Sec Si Bex           CRISIL
            Composite Bond Fund Index
            Return compared to Benchmark Index                            $                0.36%                     $                   $             0.64%             -0.80%
            Net Assets end of period (Rs. Crore)                         NA                111.14                   NA               66.04               43.31           238.70
            NAV at the end of the period                                 NA               10.2906                   NA                                10.1633            9.9240
            Option B                                                          -                    -                  -            10.1532                       -             -
            Option C                                                          -                    -                  -            10.1342                       -             -
            Option D                                                          -                    -                  -            10.1342                       -             -
            Option E                                                          -                    -                  -            10.1354                       -             -
            Option F                                                          -                    -                  -            10.1238                       -             -
            Option G                                                          -                    -                  -            10.1371                       -             -
            Option H                                                          -                    -                  -            10.1336                       -             -
            Ratio of Recurring Exps to Net Assets                     0.56%                1.10%                 0.55%              0.49%              1.50%              2.09%




60
                                                                                                     Prudential ICICI Income Multiplier Fund


                                               Fixed             Fixed     Advisor      Advisor     Advisor        Advisor        Advisor
                                     Maturity Plan –   Maturity Plan –     Series –    Series –     Series –       Series –      Series –
                                        Series 24 –        Series 24 -   Aggressive    Cautious    Moderate           Very          Very
                                              Yearly        Quarterly          Plan        Plan         Plan     Aggressive      Cautious
                                                                                                                       Plan          Plan
    Historical Per Unit Statistics
    Date of Allotment                     March 20,         March 20, December 18, December 18, December 18,   December 18, December 18,
                                               2004              2004         2003        2003         2003            2003          2003
    NAV at the beginning of the
    year (Rs.)                                    #                 #            #           #             #               #            #
    @@ Net Income per unit                   0.0174            0.0163       0.0712      0.1110        0.0502         0.3141        0.2754
    Dividends                                      -                 -            -           -            -               -             -
    Transfer to Reserves                           -                 -            -           -            -               -             -
    Compounded Annualised
    Returns (Based on NAVs of
    Growth Option)                          *0.18%            *0.17%       *-0.02%     *2.75%        *1.64%         *-1.41%       *1.42%
    Benchmark Index                               $                 $           $$          $$            $$             $$            $$
    Return compared to
    Benchmark Index                               $                 $       -1.07%       1.53%        0.55%          -2.34%        0.20%
    Net Assets end of period
    (Rs. Crore)                               71.09             91.95         30.12     130.00         49.39          28.41         25.24
    NAV at the end of the
    period                                  10.0176           10.0169       9.9982     10.2753       10.1643         9.8586       10.1419
    Dividend Plan - NRI Option                     -                 -      9.5898      9.9692        9.7985               -             -
    Ratio of Recurring Exps to
    Net Assets                               0.20%             0.22%         0.53%       0.33%        0.43%          0.66%         0.19%

Notes:
1)      Returns since inception are for the growth plan in each case except in case of Fixed Maturity Plan - NRI Series 4 - Half
        Yearly where there is no Growth Option. For Fixed Maturity Plan - Yearly Series 23 the returns have been calculated on
        the basis of the NAV of Option H.
2)      While arriving at Net Income per unit, Income Equalisation Reserve and mark to market has not been considered and
        it is calculated on the basis of closing units as of March 31, 2004.
3)      The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of 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, Prudential ICICI Floating Rate Plan, Fixed Maturity Plan - NRI Series 4 - Half Yearly,
        Prudential ICICI Gilt Fund Investment Plan & Treasury Plan - PF Option, Fixed Maturity Plan - NRI Series 8 - Quarterly,
        Fixed Maturity Plan - Yearly Series 23, Prudential ICICI Income Multiplier Fund, Fixed Maturity Plan - Series 24 - Quarterly
        and Yearly and Prudential ICICI Advisor Series - Aggressive, Cautious, Moderate, Very Aggressive and Very Aggressive
        Plans 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 computation
        of returns
** Un-audited.
#       These Schemes were launched during the year and these schemes were not in existence at the beginning of the year.
$       Appropriate benchmark index is not available.
@       All the unitholders under Prudential ICICI Fixed Maturity Plan - One Year Plus Series - 6 have redeemed their 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.
@@ 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 net income per unit on the valuation date calculated based upon
   outstanding units of the scheme on the given date, it is subject to vary from time to time and does not reflect any
   income / loss of the scheme.
^       All the unit holders under Prudential ICICI Fixed Maturity Yearly Plan Series 3, 4 & 7, Fixed Maturity Plan - NRI Series 4,
        6 & 8 -Quarterly Option and Prudential ICICI Flexible Income Plus Plan have redeemed their units and unit balance are
        nil as on the date of this report.
$$ As provided in the offer document the Benchmark Indices for various Plans under Prudential ICICI Advisor Series are as
   given below:




                                                                                                                                               61
     Prudential ICICI Mutual Fund


          Benchmark Indices                          Aggressive       Cautious Plan          Moderate                    Very                     Very
                                                           Plan                                  Plan         Aggressive Plan            Cautious Plan

          Nifty                                           65 %                   20%                50 %                    90 %                    NA
          Crisil Composite Bond Fund Index                 30%                  60 %                35 %                      NA                  40%
          Crisil Liquid Fund Index                         5%                   20 %                15 %                    10 %                  60%

     b)   Condensed Financial Information for the period ended March 31, 2005
                                                      Child Care Plan-       Child Care Plan-         Short Term         Index Fund        Long term
                                                             Gift Plan            Study Plan                Plan                                Plan
            Historical Per Unit Statistics
            Date of Allotment                               31-Aug-01                 31-Aug-01        25-Oct-01          26-Feb-02         28-Mar-02

            NAV at the beginning of the
            year (Rs.)                                            19.51                   14.13                             15.1811
            Growth Option / Plan A                                                                         11.9440                            12.3924
            Dividend Option /Plan A                                                                        10.6050
            Institutional Growth / Plan B                                                                  11.9703
            Institutional Dividend / Plan B                                                                10.8415
            Institutional Fortnightly Dividend                                                             10.8443
            Fortnightly Dividend                                                                           10.6052
            @@ Net Income per unit                                  4.99                    1.82              0.78            48.92              32.83
            Dividends (inclusive of distribution
            tax if, any)
            Dividend Option/Plan A Dividend                                                                 0.4571                             1.9999
            Dividend Option Institutional/Plan B
            Dividend Option                                                                                 0.4865
            Fortnightly Dividend Option                                                                     0.4839
            Institutional Fortnightly Dividend
            Option                                                                                          0.5204
            Compounded Annualised Returns
            (Based on NAVs of Growth Option)                  26.86%                    12.11%            6.91%             19.24%            10.93%
            Benchmark Index                                      Nifty                 Crisil MIP           Crisil             Nifty             Crisil
                                                                                        Blended       Short term                            Composite
                                                                                           Index      Bond Fund                             Bond Fund
            Return compared to Benchmark
            Index                                                 6.44%                  4.55%              2.33%           -1.30%            10.25%
            Net Assets end of period (Rs. Crore)                   41.37                  26.98             518.24             1.53              1.32
            NAV at the end of the period
            Growth Option / Plan A                                23.46                 15.0645            12.5777          17.2347           13.6654
            Dividend Option /Plan A                                                                        10.6981                            10.1893
            Institutional Growth / Plan B                                                                  12.6301
            Institutional Dividend / Plan B                                                                10.9396
            Institutional Fortnightly Dividend                                                             10.9069
            Fortnightly Dividend                                                                           10.6706
            Ratio of Recurring Exps to Net
            Assets for Regular Plans/Plan A %                       2.00                   1.50               1.00             1.25               0.60
            Ratio of Recurring Exps to Net
            Assets for Institutional Plans/Plan B%                                                                0.8
            Transfer to Reserves                                     Nil                      Nil                  Nil             Nil              Nil

                                                                      Sweep Plan                       Fixed                Flexible         Dynamic
                                                                                               Maturity One                 Income              Plan
                                                                                                                         Year Plan –            Plan
                                                                                                                          Series 6@

            Historical Per Unit Statistics
            Date of Allotment                                              6-Mar-02                  29-Jul-04            27-Sep-02         31-Oct-02
            NAV at the beginning of the year (Rs.)                          10.9616                          *
            Growth Option / Plan A                                                                                          11.9432            18.731
            Dividend Option /Plan A                                                                                         10.6894            8.0733
            Quarterly Option                                                                                                10.6894
            @@ Net Income per unit                                             1.12                        0.35                 0.36              1.31


62
                                                                                                                 Prudential ICICI Income Multiplier Fund


                                                              Sweep Plan                           Fixed                  Flexible           Dynamic
                                                                                           Maturity One                   Income                Plan
                                                                                                                       Year Plan –              Plan
                                                                                                                        Series 6@

Dividends (inclusive of distribution tax if, any)
Dividend Option/Plan A Dividend                                                                                             0.4000
Quarterly Option                                                                                                            0.5000
Compounded Annualised Returns (Based on
NAVs of Growth Option)                                               4.22%                            3.43%               8.14%               50.56%
Benchmark Index                                          Crisil Liquid Fund                               $      CRISIL Composite                Nifty
                                                                                                                                            Bond Fund
Return compared to Benchmark Index                                 -0.59%                                 $                 1.66%             26.30%
Net Assets end of period (Rs. Crore)                                 10.81                           224.49                 101.71             266.72
NAV at the end of the period
Growth Option / Plan A                                             11.3529                          10.3433                12.1710            26.8776
Dividend Option /Plan A                                                                                                    10.4863            11.5918
Quarterly Option                                                                                                           10.4135
Ratio of Recurring Exps to Net Assets for
Regular Plans/Plan A %                                                   1.00                           0.25                   1.00               2.42
Transfer to Reserves                                                       Nil                            Nil                    Nil                Nil

                                                        SENSEX                 Gilt Fund              Gilt Fund           Income                Fixed
                                                Prudential ICICI             Investment                Treasury          Multiplier          Maturity
                                                      Exchange                      Plan-                 Plan -             Fund        Plan - Series
                                                   Traded Fund                 PF Option             PF Option                             24 - Yearly

Historical Per Unit Statistics
Date of Allotment                                        10-Jan-03               19-Nov-03           11-Feb-04           30-Mar-04          20-Mar-04
NAV at the beginning of the year (Rs.)                       56.2998                  10.2906          10.1633                9.924           10.0176
@@ Net Income per unit                                        830.77                     0.18                0.21               0.45              0.25
Compounded Annualised Returns
(Based on NAVs of Growth Option)                           35.34%                     3.08%              3.93%              *8.84%             *5.14%
Benchmark Index                                        BSE SENSEX                I-Sec Li Bex       I-Sec Si Bex           Crisil MIP               $
                                                                                                                      Blended Index
Return compared to Benchmark Index                            0.74%                    3.48%            -0.97%               7.50%                   $
Net Assets end of period (Rs. Crore)                            0.55                   118.23            111.20              128.08             142.77
NAV at the end of the period
Growth Option / Plan A                                       65.7990                  10.4224          10.4466              10.8862           10.5308
Ratio of Recurring Exps to Net Assets
for Regular Plans/Plan A %                                      0.80                     1.10                1.50               2.15              0.20
Ratio of Recurring Exps to Net Assets for
Institutional Plans/Plan B %
Ratio of Recurring Exps to Net Assets for
Institutional Plus Plan/Plan C %
Transfer to Reserves                                              Nil                      Nil                  Nil                Nil              Nil

                                       Advisor Series –       Advisor Series –         Advisor Series –         Advisor Series –       Advisor Series –
                                       Aggressive Plan          Cautious Plan           Moderate Plan           Very Aggressive         Very Cautious
                                                                                                                           Plan                   Plan
Historical Per Unit Statistics
Date of Allotment                             18-Dec-03                 18-Dec-03                18-Dec-03            18-Dec-03              18-Dec-03
NAV at the beginning of the
year (Rs.)                                          9.9982               10.2753                  10.1643                 9.8586               10.1419
Growth Option / Plan A                              9.9982               10.2753                  10.1643
Dividend NRI Option                                 9.5898                9.9692                   9.7985
@@ Net Income per unit                                1.73                  0.38                     1.30                   2.93                  0.51
Compounded Annualised Returns
(Based on NAVs of Growth Option)                13.81%                    5.86%                    8.58%                17.45%                  4.69%
Benchmark Index                                        $$                        $$                    $$                     $$                    $$
Return compared to Benchmark
Index                                               8.53%                 2.14%                    5.59%                11.10%                  3.77%
Net Assets end of period (Rs. Crore)                 10.82                 46.11                    15.87                  10.59                 13.97


                                                                                                                                                           63
     Prudential ICICI Mutual Fund


                                                    Advisor Series –   Advisor Series –     Advisor Series –        Advisor Series –      Advisor Series –
                                                    Aggressive Plan      Cautious Plan       Moderate Plan          Very Aggressive        Very Cautious
                                                                                                                               Plan                  Plan
            NAV at the end of the period
            Growth Option / Plan A                          11.8089            10.7587             11.1156                  12.2955               10.6066
            Dividend Option /Plan A                         11.8089            10.7587             11.1156                  12.2955               10.6066
            Ratio of Recurring Exps to Net
            Assets for Regular Plans/Plan A %                   0.55              0.35                 0.45                     0.70                  0.20
            Transfer to Reserves                                 Nil                  Nil                    Nil                  Nil                   Nil


                                                    Discovery Fund      Fixed Maturity       Fixed Maturity          Fixed Maturity        Fixed Maturity
                                                                        Plan-Series 25-      Plan -Series 25            Plan - Series     Plan - Series 26-
                                                                           Quarterly @           (15months)                25 Yearly          Quarterly @
            Historical Per Unit Statistics
            Date of Allotment                              16-Aug-04        10-Aug-04            17-Aug-04                10-Sep-04             31-Aug-04
            NAV at the beginning of the
            year (Rs.)                                            #                    #                      #                       #                  #
            @@ Net Income per unit                              1.58              0.27                 0.48                     0.49                  0.24
            Dividends (inclusive of distribution
            tax if, any)                                                        0.2656                                                             0.2522
            Compounded Annualised Returns
            (Based on NAVs of Growth Option)                *33.30%            *3.44%               *3.03%                  *2.67%                *3.04%
            Benchmark Index                           S&P CNX Nifty                    $                      $                       $                  $
            Return compared to Benchmark Index                   6%                    $                      $                       $                  $
            Net Assets end of period (Rs. Crore)             214.92             279.88               174.09                   35.17                279.64
            NAV at the end of the period
            Growth Option / Plan A                             13.33                               10.3025                  10.2671               10.0493
            Dividend Option /Plan A                            13.33                                                                              10.0418
            Quarterly Option                                                   10.0748
            Institutional Growth / Plan B                                                          10.3248
            Ratio of Recurring Exps to Net Assets
            for Regular Plans/Plan A %                          2.41              0.15                 0.60                     0.40                  0.15
            Ratio of Recurring Exps to Net Assets
            for Institutional Plans/Plan B %                                                           0.25
            Ratio of Recurring Exps to Net Assets
            for Institutional Plus Plan/Plan C %
            Transfer to Reserves                                 Nil                  Nil                    Nil                  Nil                   Nil

                                                                Emerging S.T.A.R.                Fixed                      Fixed         Prudential ICICI
                                                                 (Stocks Targeted       Maturity Plan –            Maturity Plan –                  Plan i
                                                                At Returns) Fund            Series 5 @                Series 12 @

            Historical Per Unit Statistics
            Date of Allotment                                           28-Oct-04             31-Dec-04                 14-Dec-04              24-Mar-05
            NAV at the beginning of the year (Rs.)                              #                     #                         #                      #
            @@ Net Income per unit                                           2.08                  0.19                      0.21                   0.02
            Dividends (inclusive of distribution tax if,
            any)                                                                                  0.4400
            Compounded Annualised Returns (Based
            on NAVs of Growth Option)                                    *18.20%                  1.53%                    1.55%                     0.16%
            Benchmark Index                                        CNX Nifty Junior                   $                        $           Crisil Composite
                                                                                                                                          Bond Fund Index
            Return compared to Benchmark Index                             -4.38%                      $                        $                 0.05757%
            Net Assets end of period (Rs. Crore)                            131.14                127.99                   406.39                    183.03
            NAV at the end of the period
            Growth Option / Plan A                                           11.82               10.1535                  10.1549                 10.0156
            Dividend Option /Plan A                                          11.82               10.1535                                          10.0156
            Institutional Growth / Plan B                                                        10.1587                  10.1653                 10.0160
            Institutional Dividend / Plan B                                                      10.1587                                          10.0160
            Ratio of Recurring Exps to Net Assets for
            Regular Plans/Plan A %                                            2.42                   0.46                     0.67                    0.45
            Ratio of Recurring Exps to Net Assets for
            Institutional Plans/Plan B %                                                             0.25                     0.32                    0.25
            Transfer to Reserves                                                Nil                    Nil                      Nil                     Nil

64
                                                                                                 Prudential ICICI Income Multiplier Fund


                                                                                 Floating Rate Plan          Long Term Floating
                                                                                                                      Rate Plan

    Historical Per Unit Statistics
    Date of Allotment                                                                    28-Mar-03                       15-Sep-04
    NAV at the beginning of the year (Rs.)                                                                                       *
    Growth Option / Plan A                                                                 10.5040
    Dividend Option /Plan A                                                                10.0421
    @@ Net Income per unit                                                                     0.35                             0.15
    Dividends (inclusive of distribution tax if, any)
    Dividend Option/Plan A Dividend                                                           0.3082                            0.25
    Dividend Option Institutional/Plan B Dividend Option                                      0.4812                            0.10
    Dividend Option Institutional Plus/Plan C Dividend option                                 0.3308
    Institutional Plus Daily/Plan C Dividend Daily                                            0.3122
    Institutional Option Div (daily)/Plan B Dividend Daily                                    0.3075
    Dividend Option Daily/Plan A Dividend Daily                                               0.2941
    Compounded Annualised Returns (Based on NAVs of Growth Option)                            4.95%                        2.65%
    Benchmark Index                                                               CRISIL Liquid Fund      CRISIL Liquid Fund Index
    Return compared to Benchmark Index                                                       -5.94%                        0.31%
    Net Assets end of period (Rs. Crore)                                                    2877.70                        668.00
    NAV at the end of the period
    Growth Option / Plan A                                                                 10.3193                         10.2649
    Dividend Option /Plan A                                                                10.0069                         10.0148
    Institutional Growth / Plan B                                                          11.0208                         10.2921
    Institutional Dividend / Plan B                                                        10.0438                         10.0105
    Institutional Plus Growth Option / Plan C                                              10.3434
    Institutional Plus Dividend / Plan C                                                   10.0072
    Daily Dividend / Plan A Daily Dividend                                                 10.0012
    Institutional Dividend Daily / Plan B Daily Dividend                                   10.0012
    Institutional Plus Dividend daily / Plan C Daily Dividend                              10.0013
    Ratio of Recurring Exps to Net Assets for Regular Plans/Plan A %                          1.00                              1.25
    Ratio of Recurring Exps to Net Assets for Institutional Plans/Plan B %                    0.75                              0.75
    Ratio of Recurring Exps to Net Assets for Institutional Plus Plan/Plan C %                0.65                              0.75
    Transfer to Reserves                                                                        Nil                               Nil

Notes:
1)     Returns since inception are for the growth plan in each case except under Fixed Maturity Plan - Quarterly Series 24,
       Fixed Maturity Plan - Quarterly Series 25, Fixed Maturity Plan - Quarterly Series 26 for which returns have been
       calculated after adjusting declaration of dividend.
2)     The additional Plan viz. Plan A, Plan B & Plan C were introduced in Prudential ICICI Floating Rate Plan on July 29, 2004.
       The existing option was assigned as Plan B and returns for the scheme has been computed using Plan B - Growth
       Option. Similarly in case of Prudential ICICI Long Term Floating Rate Plan returns have been computed using Plan A -
       Growth Option.
3)     While arriving at Net Income per unit, Income Equalization Reserve and mark to market has not been considered and
       it is calculated on the basis of closing units as of March 31, 2005.
4)     The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of the
       period of the respective condensed financial information whereas the returns compared to benchmark index are
       computed for the financial year.
*      Prudential ICICI Income Multiplier Fund, Fixed Maturity Plan Series 24 -Yearly Options and Prudential ICICI Discovery
       Fund, Prudential ICICI long Term Floating Rate Plan, Fixed Maturity Plan Series 25 - Quarterly, Yearly, 15 Months Plan,
       Fixed Maturity Plan Series 26 - Quarterly plan, Prudential ICICI Emerging S.T.A.R. (Stock Targeted At Return) Fund have
       not completed one year from the date of their launch. Returns are computed in absolute terms and for Growth Options
       only from the date of allotment. The NAV on the date of allotment is taken as Rs.10 for computation of returns
#      These Schemes were launched during the year and these schemes were not in existence at the beginning of the year.
$      Appropriate benchmark index is not available.
@      All the unitholders under Prudential ICICI Fixed Maturity Plan - One Year Plus Series - 6, Prudential ICICI Fixed Maturity
       Plan - Series - 12, Prudential ICICI Fixed Maturity Plan -Series - 5, Prudential ICICI Fixed Maturity Plan - Quarterly Series
       - 25, Prudential ICICI Fixed Maturity Plan - Quarterly Series - 26 have redeemed their units on July 28, 2004 &
       September 21, 2004, April 5, 2004 & April 21, 2004 respectively and there was fresh subscription on July 29, 2004,
       September 28, 2004, December 14, 2004 & December 31, 2004 at Rs. 10.00, hence, simple absolute returns have
       been calculated by considering the date of reopening of the plan, as a date of allotment.


                                                                                                                                           65
     Prudential ICICI Mutual Fund

          @@ The Net Income per unit mentioned has excluded Income equalization & 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 net income per unit on the valuation date calculated based upon
             outstanding units of the scheme on the given date, it is subject to vary from time to time and does not reflect any
             income / loss of the scheme.
          ^      All the unit holders under Prudential ICICI Fixed Maturity Plan Series 23 and Prudential ICICI Fixed Maturity Plan -Series
                 24 -Quarterly have redeemed their units and unit balance are nil as on the date of this report.
          $$ As provided in the offer document the Benchmark Indices for various Plans under Prudential ICICI Advisor Series are as
             given below:

              Benchmark Indices                            Aggressive        Cautious Plan          Moderate       Very Aggressive         Very Cautious
                                                                 Plan                                   Plan                  Plan                  Plan
              Nifty                                              70 %                    15%            40 %                   90 %                   NA
              Crisil Composite Bond Fund Index                   25%                    70 %            40 %                      NA                30%
              Crisil Liquid Fund Index                            5%                    15 %            20 %                   10 %                 70%


     C)   Condensed Financial Information as on 31 March 2006

                                                                    Gilt Fund -              Gilt Fund -         Income Multiplier         Fixed Maturity
                                                             Investment Plan -           Treasury Plan -                   Fund -           Plan Yearly 24
                                                                    PF Option                PF Option                Regular Plan
          Historical Per Unit Statistics
              Date of Allotment                                       19-Nov-03                11-Feb-04                  30-Mar-04             18-Dec-03
              NAV at the beginning of the year (Rs.)
              Growth Option / Plan A                                    10.4224                   10.4466                   10.8862               10.5308
              Dividend Option /Plan A                                                                                       10.8862
              @@Net Income per unit                                         0.6200                 1.0776                     1.0916               0.0954
              Dividends (inclusive of distribution tax
              if, any)
              Dividend Option/Plan A Dividend                                                                                 1.5000               0.0439
              Compounded Annualised Returns
              (Based on NAVs of Growth Option)                            3.72%                    4.16%                     14.37%                 5.49%
              Benchmark Index                                     I -Sec Li - BEX          I -Sec Li - BEX                 CRISIL MIP                   $$
                                                                                                                       Blended Index
              Return compared to Benchmark Index                            0.09%                 (1.16%)                     8.72%                      $
              Net Assets end of period (Rs. Crore)                           79.12                  36.92                     256.50               847.50
              NAV at the end of the period
              Growth Option / Plan A                                    10.9025                   10.9080                   13.0860               11.1469
              Dividend Option /Plan A                                                                                       11.5049               10.0116
              Ratio of Recurring Exps to Net Assets
              for Regular Plans/Plan A %                                      1.10                   1.50                       2.13                  0.20
              Transfer to Reserves                                              Nil                    Nil                        Nil                   Nil

                                                         Advisor Series -     Advisor Series -    Advisor Series -      Advisor Series -   Advisor Series -
                                                         Aggressive Plan       Cautious Plan      Moderate Plan        Very Aggressive      Very Cautious
                                                                                                                                   Plan               Plan

              Historical Per Unit Statistics
              Date of Allotment                                18-Dec-03              18-Dec-03         18-Dec-03            18-Dec-03           18-Dec-03
              NAV at the beginning of the
              year (Rs.)
              Growth Option / Plan A                            11.8089                10.7587               11.1156           12.2955            10.6066
              Dividend Option /Plan A                           11.8089                10.7587               11.1156           12.2955            10.6066
              @@Net Income per unit                              3.6377                 1.2388                3.2688            8.5400             0.3324
              Compounded Annualised Returns
              (Based on NAVs of Growth Option)                   30.39%                10.21%                21.08%            40.82%               4.93%
              Benchmark Index                                         $$                    $$                    $$                $$                  $$
              Return compared to Benchmark Index                 46.25%                12.79%                28.10%            58.59%               4.50%
              Net Assets end of period (Rs. Crore)                  8.75                 12.92                 10.74              7.98               18.48
              NAV at the end of the period
              Growth Option / Plan A                            18.3380                12.4867               15.4815           21.8614            11.1635

66
                                                                                                                Prudential ICICI Income Multiplier Fund


                                             Advisor Series -         Advisor Series -     Advisor Series -     Advisor Series -    Advisor Series -
                                             Aggressive Plan           Cautious Plan       Moderate Plan       Very Aggressive       Very Cautious
                                                                                                                           Plan                Plan
 Dividend Option /Plan A                             18.3380                 12.4867               15.4815             21.8614             11.1635
 Ratio of Recurring Exps to Net Assets
 for Regular Plans/Plan A %                              0.55                    0.35                  0.45                0.70                  0.20
 Transfer to Reserves                                          Nil                  Nil                  Nil                  Nil                  Nil

                                            Discovery Fund               Long Term         Fixed Maturity       Fixed Maturity             Emerging
                                                                      Floating Rate       Plan Series 25 -     Plan Series 25 -            S. T. A. R.
                                                                               Plan       15 Months Plan           Yearly Plan         (Stock Target
                                                                                                                                    at Returns) Fund
Historical Per Unit Statistics
 Date of Allotment                              16-Aug-04                 15-Sep-04            17-Aug-04             28-Dec-05             28-Oct-04
 NAV at the beginning of the
 year (Rs.)
 Growth Option / Plan A                              13.33                 10.2649               10.3025              10.2671                  11.82
 Dividend Option /Plan A                             13.33                 10.0148                                                             11.82
 Institutional Growth / Plan B / Direct                                    10.2921               10.3248
 Institutional Dividend / Plan B / Direct                                  10.0105
 @@Net Income per unit                              4.1957                  1.0489                0.3851                0.1800                3.2243
 Dividends (inclusive of distribution
 tax if, any)
 Dividend Option/Plan A Dividend                      4.50                   0.4402                                      0.165                   1.00
 Dividend Option Institutional/
 Plan B Dividend Option                                                      0.4670
 Dividend Option Institutional Plus/
 Plan C Dividend option                                                      0.1670
 Compounded Annualised Returns
 (Based on NAVs of Growth Option)                  76.93%                     5.14%                4.27%               *1.69%               89.20%
 Benchmark Index                                       Nifty            CRISIL Liquid                  $                    $        CNX Nifty Junior
                                                                         Fund Index
 Return compared to Benchmark Index               20.00%                      0.38%                    $                     $               56.14%
 Net Assets end of period (Rs. Crore)             1103.21                    514.30               251.23                630.05                606.49
 NAV at the end of the period
 Growth Option / Plan A                              25.23                 10.8027               10.6998              10.1688                  24.76
 Dividend Option /Plan A                             19.30                 10.0882                                    10.0037                  23.12
 Institutional Growth / Plan B / Direct                                    10.8750               10.7597
 Institutional Dividend / Plan B / Direct                                  10.0976
 Institutional Plus Dividend / Plan C                                      10.0652
 FII Growth                                          10.61
 Ratio of Recurring Exps to Net Assets
 for Regular Plans/Plan A %                           2.15                      1.25                 0.60                 0.20                   2.34
 Ratio of Recurring Exps to Net Assets
 for Institutional Plans/Plan B %                                               0.85                 0.25
 Ratio of Recurring Exps to Net Assets
 for Institutional Plus Plan/Plan C %                                           0.75
 Ratio of Recurring Exps to Net Assets
 for FII Option                                       1.00
 Transfer to Reserves                                   Nil                       Nil                  Nil                   Nil                   Nil

                                            Fixed Maturity           Fixed Maturity                 Plan I     FBlended Plan -        Blended Plan -
                                                Plan Yearly            Plan - 1 Year                                   Plan A                Plan B
                                                   Series 5           Plus Series 12

 Historical Per Unit Statistics
 Date of Allotment                               31-Dec-04                14-Dec-04             24-Mar-05           31-May-05             31-May-05
 NAV at the beginning of the
 year (Rs.)
 Growth Option / Plan A                           10.1535                  10.1549               10.0156
 Dividend Option /Plan A                          10.1535                                        10.0156
 Institutional Growth / Plan B / Direct           10.1587                  10.1653               10.0160
 Institutional Dividend / Plan B / Direct         10.1587                                        10.0160
 @@Net Income per unit                             0.6382                    0.5691               0.3734               -0.2130                0.4536
 Dividends (inclusive of distribution
 tax if, any)

                                                                                                                                                          67
     Prudential ICICI Mutual Fund


                                                       Fixed Maturity       Fixed Maturity                Plan I        Blended Plan -      Blended Plan -
                                                           Plan Yearly        Plan - 1 Year                                    Plan A              Plan B
                                                              Series 5       Plus Series 12

            Dividend Option/Plan A Dividend                                                                                    0.2500               0.2300
            Dividend Option Institutional/
            Plan B Dividend Option                                                                                                                  0.1300
            Compounded Annualised Returns
            (Based on NAVs of Growth Option)                   5.55%                   5.64%              5.53%                *5.37%               *4.73%
            Benchmark Index                                        $                       $    CRISIL Composite      CRISIL Short Term    CRISIL Short Term
                                                                                                       Bond Fund            Bond Fund            Bond Fund
                                                                                                            Index
            Return compared to Benchmark Index                      $                       $             2.04%                2.38%                1.64%
            Net Assets end of period (Rs. Crore)               133.42                  421.80             171.38               768.21               205.47

            NAV at the end of the period
            Growth Option / Plan A                           10.6961               10.7347              10.5635               10.5365              10.4731
            Dividend Option /Plan A                          10.6961                                    10.5635               10.2803              10.2379
            Quarterly Option
            Institutional Growth / Plan B / Direct           10.7230               10.7835              10.5851
            Institutional Dividend / Plan B / Direct         10.7230                                    10.5851                                    10.2498
            Transfer to Reserves                                  Nil                     Nil                Nil                    Nil                 Nil


                                                                   Infrastructure        Services Industries          Fixed Maturity       Fixed Maturity
                                                                            Fund                      Fund             Plan Series 28      Plan Series 28 -
                                                                                                                    - 4 Months Plan       16 Months Plan


          Historical Per Unit Statistics
           Date of Allotment                                             31-Aug-05                30-Nov-05               23-Jan-06             20-Jan-06
           @@Net Income per unit                                             2.1964                  0.7112                  0.1201                0.1197
           Dividends (inclusive of distribution
           tax if, any)
           Dividend Option/Plan A Dividend                                     1.00                                           0.1173
           Compounded Annualised Returns
           (Based on NAVs of Growth Option)                               *83.33%                   *53.09%                  *6.60%                *0.07%
           Benchmark Index                                                    Nifty                      Nifty                     $                     $
           Return compared to Benchmark Index                               5.04%                    (8.03%)                       $                     $
           Net Assets end of period (Rs. Crore)                            1439.00                    532.12                  169.42                135.26
           NAV at the end of the period
           Growth Option / Plan A                                             14.84                     11.76               10.1211                10.0013
           Dividend Option /Plan A                                            13.81                     11.76               10.0037                10.0013
           Institutional Growth / Plan B / Direct                                                                                                  10.0055
           Institutional Dividend / Plan B / Direct                                                                                                10.0055
           Ratio of Recurring Exps to Net Assets for
           Regular Plans/Plan A %                                              1.91                      2.20                   0.20                   0.50
           Ratio of Recurring Exps to Net Assets for
           Institutional Plans/Plan B %                                                                                                                0.25
           Transfer to Reserves                                                  Nil                       Nil                    Nil                    Nil

          Notes:
          1.    Returns since inception are for the growth plan in each case.
          2.    In case of Long Term Floating Rate Plan returns have been computed using Plan A - Growth Option.
          3.    While arriving at Net Income per unit, Income Equalization Reserve and mark to market has not been considered and
                it is calculated on the basis of closing units as of March 31, 2006.
          4.    The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of the
                period of the respective condensed financial information whereas the returns compared to benchmark index are
                computed for the financial year.
          5.    Units for Fixed Maturity Plan -Series 25 - Quarterly, Fixed Maturity Plan -Series 6 - Yearly, Fixed Maturity Plan -Series 26
                - Quarterly, were made nil on 11 August, 2005, 19 August 2005 and 2 September, 2005, respectively.
          6.    For the schemes where all the units were redeemed during the year and fresh subscription were invited on a later date
                the date of allotment is considered to be the date of reopening and opening NAV is not stated.
          7.    Nomenclature for 'FII Option' for Discovery, Emerging Star and Fusion Schemes is changed to Institutional Option-I'
                w.e.f. 14th August, 2006.
68
                                                                                                                   Prudential ICICI Income Multiplier Fund

     *        Fixed Maturity Plan Series 25 - Yearly Plan, Blended Plan-Plan A, Blended Plan-Plan B, Infrastructure Fund, Services
             Industries Fund, Fixed Maturity Plan -Series 28- 4 Months Plan and Fixed Maturity Plan Series 28 - 16 Months Plan have
             not completed one year from the date of their launch. Returns are computed in absolute terms and for Growth Options
             only from the date of allotment. The NAV on the date of allotment is taken as Rs.10 for computation of returns.
     $       Appropriate benchmark index is not available.
     @       All the units holder under the scheme Fixed Maturity Plan Yearly Series 12, Fixed Maturity Plan Yearly Series 5 have
             redeemed their units on 5/4/04, 21/4/04 respectively. There was fresh subscription on14/12/04, 31/12/04 at Rs.10
             respectively. Thus returns have been calculated from this date.
     @@ The Net Income per unit mentioned has excluded Income equalization & marked to market calculated on the basis 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 net income per unit on the valuation date calculated based upon
        outstanding units of the scheme on the given date, it is subject to vary from time to time and does not reflect any
        income / loss of the scheme.
     $$ As provided in the offer document the Benchmark Indices for various Plans under Advisor Series are as given below:

     Benchmark Indices                             Aggressive          Cautious Plan          Moderate          Very Aggressive       Very Cautious
                                                         Plan                                     Plan                     Plan                Plan

     Nifty                                               70 %                     15%              40 %                    90 %                    NA
     Crisil Composite Bond Fund Index                    25%                     70 %              40 %                       NA                 30%
     Crisil Liquid Fund Index                              5%                    15 %              20 %                    10 %                  70%


d)   Condensed Financial Information for the period ended October 31, 2006. **

                                               Prudential ICICI        Prudential ICICI      Prudential ICICI    Prudential ICICI     Prudential ICICI
                                                    Gilt Fund -              Gilt Fund -             Income      Advisor Series -     Advisor Series -
                                             Investment Plan -          Treasury Plan -            Multiplier    Aggressive Plan        Cautious Plan
                                                    PF Option                PF Option                Fund -
                                                                                                Regular Plan

         Historical Per Unit Statistics
         Date of Allotment                             19-Nov-03              11-Feb-04            30-Mar-04            18-Dec-03            18-Dec-03
         NAV at the beginning of the year (Rs.)
         Growth Option / Plan A                          10.9025               10.9080              13.0860              18.3380              12.4867
         Dividend Option /Plan A                                                                    11.5049              18.3380              12.4867
         Net Income per unit@@                             0.1048                0.0559              0.0773               0.1253               0.0474
         Compounded Annualised
         Returns (Based on NAVs of
         Growth Option)                                     5.14%                 4.55%             13.82%                27.13%                9.88%
         Benchmark Index                             I -Sec Li - BEX       I -Sec Li - BEX         CRISIL MIP                  $$                   $$
                                                                                               Blended Index
         Return compared to Benchmark
         Index                                             1.82%                (0.36%)            (10.99%)                6.44%                3.94%
         Net Assets end of period
         (Rs. Crore)                                        83.94                 26.82              476.08                  8.52                 5.94
         NAV at the end of the period
         Growth Option / Plan A                          11.5942               11.2880              13.9799              19.9205              13.1077
         Dividend Option /Plan A                                                                    12.2909              19.9205              13.1077
         Ratio of Recurring Exps to Net
         Assets for Regular Plans/Plan A %                    1.10                  1.50                2.02                 0.55                 0.35
         Transfer to Reserves                                   Nil                   Nil                 Nil                  Nil                  Nil


                                                  Prudential ICICI     Prudential ICICI      Prudential ICICI     Prudential ICICI    Prudential ICICI
                                                  Advisor Series -     Advisor Series -      Advisor Series -     Discovery Fund           Long Term
                                                   Moderate Plan       Very Aggressive         Very Cautious                            Floating Rate
                                                                                  Plan                  Plan                                     Plan

         Historical Per Unit Statistics
         Date of Allotment                              18-Dec-03            18-Dec-03             18-Dec-03           16-Aug-04             15-Sep-04
         NAV at the beginning of the
         year (Rs.)
         Growth Option / Plan A                          15.4815                21.8614             11.1635                 25.23             10.8027
         Dividend Option /Plan A                        15.4815               21.8614               11.1635                  19.3           10.0882
                                                  Prudential ICICI     Prudential ICICI      Prudential ICICI     Prudential ICICI    Prudential ICICI

                                                                                                                                                             69
     Prudential ICICI Mutual Fund


                                                       Advisor Series -   Advisor Series -     Advisor Series -   Discovery Fund           Long Term
                                                       Moderate Plan      Very Aggressive       Very Cautious                           Floating Rate
                                                                                     Plan                 Plan                                   Plan

            Institutional Growth / Plan B /
            Direct                                                                                                                            10.8750
            Institutional Dividend / Plan B /
            Direct                                                                                                                            10.0976
            Net Income per unit@@                              0.0834               0.6103             0.0542             0.3161               0.0421
            Compounded Annualised
            Returns (Based on NAVs of
            Growth Option)                                    19.26%               34.99%               5.26%            56.46%                  5.49%
            Benchmark Index                                        $$                   $$                  $$               Nifty   CRISIL Liquid Fund
            Index
            Return compared to Benchmark
            Index                                               5.10%               7.37%               3.40%            (3.81)%                0.16%
            Net Assets end of period
            (Rs. Crore)                                          10.50               10.12                6.51           1258.49               293.04
            NAV at the end of the period
            Growth Option / Plan A                            16.5800              23.6683            11.5852               26.87             11.2023
            Dividend Option /Plan A                           16.5800              23.6683            11.5852               20.56             10.1434
            Institutional Growth / Plan B /
            Direct                                                                                                                            11.3036
            Institutional Dividend / Plan B /
            Direct                                                                                                                            10.1615
            Institutional Growth-I                                                                                          11.37
            Ratio of Recurring Exps to Net
            Assets for Regular Plans/Plan A %                     0.45                 0.70               0.20               2.01                 1.25
            Transfer to Reserves                                    Nil                  Nil                Nil                Nil                  Nil



                                                       Prudential ICICI    Prudential ICICI    Prudential ICICI   Prudential ICICI    Prudential ICICI
                                                        Fixed Maturity           Emerging       Fixed Maturity     Fixed Maturity      Blended Plan -
                                                       Plan Series 25 -          S. T. A. R.       Plan Yearly       Plan - 1 Year             Plan A
                                                       15 Months Plan     (Stocks targeted           Series 5@    Plus Series 12@
                                                                          at Returns) Fund

            Historical Per Unit Statistics
            Date of Allotment                               17-Aug-04            28-Oct-04           31-Dec-04          14-Dec-04           31-May-05
            NAV at the beginning of the
            year (Rs.)
            Growth Option / Plan A                            10.6998                24.76            10.6961            10.7347              10.5365
            Dividend Option /Plan A                                                  23.12            10.6961                                 10.2803
            Institutional Growth / Plan B / Direct            10.7597                                 10.7230            10.7835
            Institutional Dividend / Plan B / Direct                                                  10.7230
            Net Income per unit@@                              0.0366               0.2201             0.0458             0.0461               0.0483
            Dividends (inclusive of distribution
            tax if, any)
            Dividend Option/Plan A Dividend                                            3.00                                                    0.2500
            Compounded Annualised Returns
            (Based on NAVs of Growth Option)                    5.24%             58.82%                6.23%              6.11%                7.28%
            Benchmark Index                                         $      CNX Nifty Junior                 $                  $      CRISIL Short Term
            Bond Fund
            Return compared to Benchmark
            Index                                                   $              (4.42)%                   $                 $               0.64%
            Net Assets end of period (Rs. Crore)               252.07              1082.12               58.30            112.78               826.34
            NAV at the end of the period
            Growth Option / Plan A                            11.1930                25.32            11.1712            11.1790              11.0492
            Dividend Option /Plan A                                                  20.57            11.1712                                 10.5254
            Retail Growth-I                                                                           10.3811            10.3655
            Retail Dividend-I                                                                         10.3811            10.3655
            Institutional Growth / Plan B / Direct            11.2788                                 11.2124            11.2441
            Institutional Growth-I                                                     9.89           10.3923            10.3757
            Institutional Dividend-I                                                                  10.3829            10.3653
            Ratio of Recurring Exps to Net
            Assets for Regular Plans/Plan A %                     0.60                 2.07               0.45               0.45                 1.50


70
                                                                                                               Prudential ICICI Income Multiplier Fund


                                           Prudential ICICI    Prudential ICICI          Prudential ICICI     Prudential ICICI      Prudential ICICI
                                            Fixed Maturity           Emerging             Fixed Maturity       Fixed Maturity        Blended Plan -
                                           Plan Series 25 -          S. T. A. R.             Plan Yearly         Plan - 1 Year               Plan A
                                           15 Months Plan     (Stocks targeted                 Series 5@      Plus Series 12@
                                                              at Returns) Fund

Ratio of Recurring Exps to Net
Assets for Institutional Plans/
Plan B/Institutional-I %                              0.25                 1.00                     0.25                 0.25
Transfer to Reserves                                    Nil                  Nil                      Nil                   Nil                   Nil



                                              Prudential ICICI    Prudential ICICI Prudential ICICI             Prudential ICICI Prudential ICICI
                                               Blended Plan -       Infrastructure        Services               Fixed Maturity     Fusion Fund
                                                       Plan B                Fund       Industries              Plan Series 28 -
                                                                                             Fund               16 Months Plan

Historical Per Unit Statistics
Date of Allotment                                   31-May-05           31-Aug-05               30-Nov-05             20-Jan-06           25-Mar-06
NAV at the beginning of the year (Rs.)
Growth Option / Plan A                                10.4731               14.84                   11.76              10.0013                10.47
Dividend Option /Plan A                               10.2379               13.81                   11.76              10.0013                10.47
Institutional Growth / Plan B / Direct                                                                                 10.0055
Institutional Dividend / Plan B / Direct              10.2498                                                          10.0055
Net Income per unit@@                                  -0.0085             0.2658                  0.1313               0.0398               0.0433
Dividend Option/Plan A Dividend                         0.4000               1.00
Dividend Option Institutional/
Plan B Dividend Option                                 0.4000
Compounded Annualised Returns
(Based on NAVs of Growth Option)                        6.45%             57.88%                 *31.40%                *4.62%            *12.60%
Benchmark Index                                    CRISIL Short              Nifty                   Nifty                   $       CNX Nifty Junior
                                               Term Bond Fund
Return compared to Benchmark Index                      0.25%             4.23%                    1.79%                     $              48.92%
Net Assets end of period (Rs. Crore)                   150.65            1400.02                   367.28               141.55               650.98
NAV at the end of the period
Growth Option / Plan A                                10.9282               17.04                   13.14              10.4617                11.26
Dividend Option /Plan A                               10.2738               14.77                   13.14              10.4617                11.26
Institutional Dividend / Plan B / Direct              10.3164                                                          10.4815
Ratio of Recurring Exps to Net Assets
for Regular Plans/Plan A %                                1.50               1.95                     2.28                 0.50                 2.13
Ratio of Recurring Exps to Net Assets
for Institutional Plans/Plan B/
Institutional-I %                                         1.00                                                             0.25                 1.00
Transfer to Reserves                                        Nil                    Nil                  Nil                  Nil                  Nil

                                                    Prudential ICICI      Prudential ICICI                  Prudential ICICI       Prudential ICICI
                                                     Fixed Maturity        Fixed Maturity                      Hybrid Fixed         Fixed Maturity
                                                    Plan - Series 28      Plan - Series 30                   Maturity Plan -      Plan - Series 32 -
                                                                              - 13 months                   13 Months Plan        3 Months Plan C

Historical Per Unit Statistics
Date of Allotment                                         30-Mar-06                  18-Jul-06                   31-Aug-06               30-Sep-06
NAV at the beginning of the year (Rs.)
Growth Option / Plan A                                        10.0111
Dividend Option /Plan A                                       10.0111
Institutional Growth / Plan B / Direct                        10.0112
Institutional Dividend / Plan B / Direct                      10.0112
Net Income per unit@@                                          0.0511                     0.0468                     0.0484                  0.0443
Compounded Annualised Returns
(Based on NAVs of Growth Option)                              *4.81%                     *2.23%                     *1.45%                  *0.72%
Benchmark Index                                                     $                          $                          $                       $
Return compared to Benchmark Index                                  $                          $                          $                       $
Net Assets end of period (Rs. Crore)                           693.49                     220.40                     800.27                  737.77
NAV at the end of the period
Growth Option / Plan A                                        10.4809                    10.2226                    10.1450                10.0721

                                                                                                                                                         71
     Prudential ICICI Mutual Fund


                                                               Prudential ICICI    Prudential ICICI      Prudential ICICI     Prudential ICICI
                                                                Fixed Maturity      Fixed Maturity          Hybrid Fixed       Fixed Maturity
                                                               Plan - Series 28    Plan - Series 30       Maturity Plan -    Plan - Series 32 -
                                                                                       - 13 months       13 Months Plan      3 Months Plan C

              Dividend Option /Plan A                                  10.4809             10.2226               10.1450              10.0721
              Quarterly Option                                                                                   10.1450
              Institutional Growth / Plan B / Direct                   10.5026             10.2299               10.1528
              Institutional Dividend / Plan B / Direct                 10.5026                                   10.1528
              Ratio of Recurring Exps to Net Assets
              for Regular Plans/Plan A %                                  0.55                0.60                   0.60                 0.10
              Ratio of Recurring Exps to Net Assets
              for Institutional Plans/Plan B/
              Institutional-I %                                           0.20                0.35                   0.15
              Transfer to Reserves                                          Nil                 Nil                    Nil                  Nil

          Notes:
          1.      Returns since inception are for the growth plan in each case.
          2.      In case of Prudential ICICI Long Term Floating Rate Plan returns have been computed using Plan A - Growth Option.
          3.      While arriving at Net Income per unit, Income Equalization Reserve and mark to market has not been considered and
                  it is calculated on the basis of closing units as of October 31, 2006.
          4.      The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of the
                  period of the respective condensed financial information whereas the returns compared to benchmark index are
                  computed for the financial year.
          5.      Units for Prudential ICICI Fixed Maturity Plan -Series 25 - Quarterly, Prudential ICICI Fixed Maturity Plan -Series 6 - Yearly,
                  Prudential ICICI Fixed Maturity Plan -Series 26 - Quarterly, Prudential ICICI Long Term Floating Rate Plan - Institutional
                  Plus Plan, Prudential ICICI Fixed Maturity Plan Series 28 - 4 Months Plan, Prudential ICICI Plan I, Prudential ICICI Fixed
                  Maturity Plan Series 24, Prudential ICICI Fixed Maturity Plan Series 27 - 3 Months Plan, Prudential ICICI Fixed Maturity
                  Plan -Yearly -Series 25 , Prudential ICICI Fixed Maturity Plan Series 32 - 3 Months Plan- Plan A and Prudential ICICI Fixed
                  Maturity Plan Series 32 - 3 Months Plan- Plan B were made nil on 11 August, 2005, 19 August 2005, 2 September,
                  2005, 5 May, 2006,16 May, 2006, May 25, 2006, June 10, 2006, June 27,2006, July 20,2006 ,September 22 ,2006
                  and October 27,2006 respectively.
          6.      For the schemes where all the units were redeemed during the year and fresh subscription were invited on a
          7.      later date the date of allotment is considered to be the date of reopening and opening NAV is not stated.
          8.      Nomenclature for 'FII Option' for Prudential ICICI Discovery, Prudential ICICI Emerging Star and Prudential ICICI Fusion
                  Schemes is changed to Institutional Option-I' w.e.f. 14th August, 2006.
          *       Prudential ICICI Services Industries Fund, Prudential ICICI Fixed Maturity Plan -Series 28- 16 Months Plan, Prudential
                  ICICI Fusion Fund, Prudential ICICI Fixed Maturity Plan -Series 28, Prudential ICICI Fixed Maturity Plan -Series 30- 13
                  Months Plan, Prudential ICICI Fixed Maturity Plan -Series 32- 3 Months Plan- Plan C and Prudential ICICI Hybrid Fixed
                  Maturity Plan 13 Months Plan have not completed one year from the date of their launch. Returns are computed in
                  absolute terms and for Growth Options only from the date of allotment. The NAV on the date of allotment is taken as
                  Rs.10 for computation of returns.
          ** Un-audited.
          $       Appropriate benchmark index is not available.
          @       All the units holder under the scheme Prudential ICICI Fixed Maturity Plan Yearly Series 12,Prudential ICICI Fixed
                  Maturity Plan Yearly Series 5 have redeemed their units on 5/4/04, 21/4/04 respectively. There was fresh subscription
                  on14/12/04, 31/12/04 at Rs.10 respectively. Thus returns have been calculated from this date.
          @@ The Net Income per unit mentioned has excluded Income equalization & marked to market calculated on the basis 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 net income per unit on the valuation date calculated based upon
             outstanding units of the scheme on the given date, it is subject to vary from time to time and does not reflect any
             income / loss of the scheme.
          $$ As provided in the offer document the Benchmark Indices for various Plans under Prudential ICICI Advisor Series are as
             given below:

          Benchmark Indices                              Aggressive     Cautious Plan       Moderate     Very Aggressive       Very Cautious
                                                               Plan                             Plan                Plan                Plan

          Nifty                                               70 %                15%           40 %                 90 %                  NA
          Crisil Composite Bond Fund Index                    25%                 70 %          40 %                   NA                30%
          Crisil Liquid Fund Index                             5%                 15 %          20 %                 10 %                70%


72
                                                                                                  Prudential ICICI Income Multiplier Fund


                                                           SECTION V

                                          UNITHOLDERS RIGHTS & SERVICES
a)   Investor Services
     The Fund believes in providing the investors with a superior service to make the investors' experience in dealing with the
     Fund an efficient and satisfactory one. In order to achieve these goals, the Fund will endeavour to continuously establish
     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 provide the
         following services: -
     i)    Customer Service Centres in major metros
           The AMC presently has Customer Service Centres in various cities. Over a period of time, the AMC may add further
           Customer Service Centres and/or sales offices in other cities. Unitholders can go to these Service Centres / Sales Offices
           for enquiries and transactions during business hours.
     ii)   Process transactions in a timely manner
           Under the Regulations, the Fund/ the Registrar / AMC shall despatch to the Unitholders the dividend warrants, if any,
           within thirty days of the date of declaration of dividend and the Redemption proceeds within ten Business Days from
           the date of acceptance / deemed acceptance of the request for Redemption or repurchase proceeds, as the case may be.
           Under all circumstances, the Fund will complete all monetary transactions within T+10 Business Days from the date of
           acceptance of a transaction request. Ordinarily, non-monetary transactions or requests will be processed, (with the
           exception of issue of Unit certificates) within 7 Business Days. Investors should note that completion of monetary/ non-
           monetary transactions within 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 the Regulations.
c)   Problem Resolution
     The Fund will follow-up with Customer Service Centres and Registrar on complaints and enquiries received from investors
     for resolving them promptly.
     For this purpose, Ms. Molly Kapoor has been appointed the Investor Relations Officer. She can be contacted at the
     Corporate Office of the AMC. The address and phone numbers are:
     5th Floor, Peninsula Tower
     Peninsula Corporate Park
     Ganpatrao Kadam Marg,
     Off Senapati Bapat Marg
     Lower Parel Mumbai 400 013
     Phone: (91)(22) 24997000
     Fax : (91)(22) 24997029
d)   Information about the Scheme
     The Fund shall before the expiry of one month from the close of each half year, that is as on March 31 and September 30,
     publish its unaudited financial results in one English daily newspaper circulating all India and in a newspaper published in
     the language of the region where the Head Office of the Fund is situated and update the same on AMC's website at
     www.pruicici.com within 30 days and 60 days in two different formats prescribed in terms of SEBI's circular dated April 20,
     2001 and on AMFI web site (www.amfiindia.com) before the expiry of one month from the close of each half-year, in the
     prescribed format.
     Further the Fund shall also disclose the half-yearly scheme portfolios on its web site at www.pruicici.com and on AMFI web
     site (www.amfiindia.com) in the prescribed format before the expiry of one month from the close of each half-year.
     The Fund shall before the expiry of one month from the close of each half year, that is as on March 31 and September 30,
     publish its unaudited financial results in one English daily newspaper circulating all India and in a newspaper published in
     the language of the region where the Head Office of the Fund is situated and update the same on AMC's website at
     www.pruicici.com within 30 days and 60 days in two different formats prescribed in terms of SEBI's circular dated April 20,
     2001 and on AMFI web site (www.amfiindia.com) before the expiry of one month from the close of each half-year, in the
     prescribed format.
     Further the Fund shall also disclose the half-yearly scheme portfolios on its web site at www.pruicici.com and on AMFI web
     site (www.amfiindia.com) in the prescribed format before the expiry of one month from the close of each half-year.
     The Fund shall before the expiry of one month from the close of each half year (31st March and 30th September) send to
     the Unitholders a complete statement of Plan's portfolios or if such statement is not sent to the Unitholders, it will be
     published by way of an advertisement in one English daily circulating in the whole of India and in a newspaper published
     in the language of the region where the head office of the mutual fund is situated.
     The AMC will disclose the NAV of the Scheme on weekly basis. The AMC can send the annual report, portfolio statement,
     account statements and other correspondence using e-mail as an alternate mode of communication, with the consent of
     the unit holders.

                                                                                                                                            73
     Prudential ICICI Mutual Fund


     e)   NAV Information
          The NAV of the Scheme will be calculated daily and announced by the Fund on each Business Day. The information on NAV
          may be obtained by the Unitholders, on any day, by calling the office of the AMC or any of the Customer Service Centres 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 of Units daily in a
          newspaper with all India circulation.
          AMC shall update the NAVs on the website of Association of Mutual Funds in India - AMFI (www.amfiindia.com) by 9.00-
          p.m. every Business Day. In case of any delay, the reasons for such delay would be explained to AMFI and SEBI by the next day.
          If the NAVs are not available before commencement of business hours on the following day due to any reason, the Fund
          shall issue a press release providing reasons and explaining when the Fund would be able to publish the 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 an advertisement,
          an abridged Annual Report relating to the Scheme and mail to the Unitholders an abridged scheme wise annual report. It
          is anticipated that the first such publication will be for the period ending March 31, 2004 after the roll-over of the scheme
          as an open ended fund. Further, the full text of the Annual Report will be available for inspection at the office of the Fund.
          A copy of the Annual Report will be sent to Unit holders, free of cost, on specific request.
          Further the Fund shall also disclose the half-yearly scheme portfolios on its web site at www.pruicici.com and on AMFI web
          site (www.amfiindia.com) in the prescribed format before the expiry of one month from the close of each half-year
          The Fund shall before the expiry of one month from the close of each half year, that is as on March 31 and September 30,
          publish its unaudited financial results in one English daily newspaper circulating all India and in a newspaper published in
          the language of the region where the Head Office of the Fund is situated and update the same on AMC's website at
          www.pruicici.com within 60 days from the close of each half year, in the prescribed format.
     g)   Rights of Unitholders of the Scheme
          1.    Unitholders of the Scheme have a proportionate right in the beneficial ownership of the assets of that Scheme.
          2.    The Trustee is bound to make such disclosures to the Unitholders as are essential in order to keep them informed about
                any information known to Trustee which may have an adverse bearing on their investments.
          3.    The appointment of an AMC for the Fund can be terminated by majority of the Trustee or by 75% of the Unitholders
                of the Scheme of the Fund and any change in the appointment of the AMC shall be subject to the prior approval of SEBI
                and the Unitholders of the Scheme.
          4.    The Trustee is obliged to convene a meeting on a requisition of 75% of the Unitholders of the Scheme.
          5.    75% of the Unitholders of a Scheme and the Plan thereunder can pass a resolution to wind up the Scheme.
          6.    Unitholders have the right to inspect all the documents listed under "Documents Available for Inspection".
          7.    The Trustee shall obtain the consent of the Unitholders:
                a)    whenever required to do so by SEBI, in the interest of Unitholders
                b)    whenever required to do so on the requisition made by three-fourths of the Unitholders of the Scheme.
                c)    when the Trustee decides to wind up or prematurely redeem the units.
          8.    The Trustees shall ensure that no change in the fundamental attributes of any scheme or the trust or fee and expenses
                payable or any other change which would modify the scheme and affects the interests of unit holders is carried out
                unless:
                i.    a written communication about the proposed change is sent to each Unitholder and
                ii.   an advertisement is given in one English daily newspaper having nationwide circulation as well as in a newspaper
                      published in the language of the region where the Head Office of the mutual fund is situated; and
                iii. the Unitholders are given an option to exit at the prevailing Net Asset Value without any exit load.
          9.    Subject to the Regulations and the guidelines issued by SEBI, the consent of the Unitholders of the Scheme will be
                obtained through voting, by mail. Detailed modalities of the same, including the principles for entitlement of votes for
                each Unitholder will be finalized in consultation with and after obtaining the approval of SEBI and the Trustee.
          10. Annual report containing accounts of the AMC would be displayed on the websites of the Fund (i.e. 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 limited till the maturity of the plan under the scheme unless rolled over. The AMC, the Fund
          and the Trustee reserve the right to make such changes/alterations the Scheme (including the charging of fees and
          expenses) offered under this Offer Document to the extent permitted by the applicable Regulations. However, in terms of
          the Regulations, a Scheme may be wound up after repaying the amount due to the Unitholders:
          1.     On happening of any event, which in the opinion of the Trustee, requires the Scheme to be wound up, OR
          2.     If seventy five percent (75%) of the Unitholders of the Schemes pass a resolution that the Scheme be wound up, OR
          3.    If SEBI so directs in the interest of the Unitholders, OR

74
                                                                                                   Prudential ICICI Income Multiplier Fund


     4.   In case of non-fulfillment of condition prescribed in terms of minimum number of investors vide SEBI circular No. SEBI/
          IMD/CIR No.10/22701/03 dated December 12, 2003,
          Where the Scheme is so wound up, the Trustee shall give notice of the circumstances leading to the winding up of the
          Scheme to:
          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 case
          may 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
     Other than for winding up of the Scheme on the maturity, the Trustee shall call a meeting of the Unitholders to approve by
     simple majority of the Unitholders present and voting at the meeting for authorising the Trustee or any other person to take
     steps for the winding up of the Scheme.
     The Trustee or the person authorised above, shall dispose of the assets of the Scheme concerned in the best interest of the
     Unitholders of the Scheme.
     The proceeds of sale realised in pursuance of the above, shall be first utilised towards discharge of such liabilities as are due
     and payable under the Scheme, and after meeting the expenses connected with such winding up, the balance shall be paid
     to Unitholders in proportion to their respective interest in the assets of the Scheme, as on the date the decision for winding
     up was taken.
     On completion of the winding up, the Trustee shall forward to SEBI and the Unitholders a report on the winding up,
     detailing the circumstances leading to the winding up, the steps taken for disposal of the assets of the Scheme before
     winding up, net assets available for distribution to the Unitholders and a certificate from the auditors of the Fund.
     Notwithstanding anything contained above, the provisions of the Regulations in respect of disclosures of half-yearly
     reports and annual reports shall continue to be applicable.
     After the receipt of the report referred to above, if SEBI is satisfied that all measures for winding up of the Scheme have been
     complied with, the Scheme shall cease to exist.
j)   Tax benefits of investing in the Mutual Fund
     1.   TO THE FUND
          The Income of the Fund registered under the Securities and Exchange Board of India Act, 1992 (15 of 1992) or
          regulations made there under will be exempt from income tax in accordance with the provisions of section 10(23D) of
          the Act. The income received by the Fund is not liable for deduction of tax at source.
          As per section 115R, the Mutual Funds are liable to pay additional income tax on the income distributed by it.
          Under the provisions of section 115R of the Act, additional income tax is payable at different rates on income
          distributed to different class of unitholders. The Mutual Funds will be liable to pay additional income tax at the rate of
          12.50% plus applicable surcharge on the income distributed by the Fund to Individuals and HUFs and at the rate of
          20% plus applicable surcharge on the income distributed to any other assessees. Levy of education cess at the rate of
          2% is also applicable on total tax payable.
     2.   TO THE UNITHOLDERS
          2.1 INCOME RECEIVED FROM MUTUAL FUND
               According to section 10(35) of the Act, any income received in respect of units of Mutual Fund specified under
               section 10(23D) will be exempt from income tax in the hands of the unit holders. Further, it has been clarified that
               income arising from transfer of units of Mutual Fund shall not be exempt under section 10(35).
          2.2 LONG TERM CAPITAL GAINS ON TRANSFER OF UNITS
               The provisions for taxation of long-term capital gains for different categories of assessees are explained hereunder:
               i)   For Individuals and HUFs
                    Long-term Capital Gains in respect of Units of Mutual Fund held for a period of more than 12 months will be
                    chargeable under section 112 of the Act, at a rate of 20% plus surcharge, as applicable and cess. Capital
                    Gains would be computed after taking into account cost of acquisition as adjusted by Cost Inflation Index
                    notified by the Central Government and expenditure incurred wholly and exclusively in connection with such
                    transfer. 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 term capital
                    gains will be charged at the flat rate of 20% plus surcharge, as may be applicable and cess.
                    It is further provided that an assessee will have an option to apply concessional rate of 10% plus applicable


                                                                                                                                             75
     Prudential ICICI Mutual Fund


                            surcharge and cess, provided the long term capital gains are computed without substituting indexed cost in
                            place of cost of acquisition.
                      ii)   For Partnership Firms, Non-Residents, Indian Companies/Foreign Companies
                            Long-term Capital Gains in respect of Units held for a period of more than 12 months will be chargeable
                            under section 112 of the Act at a rate of 20% plus surcharge, as may be applicable and cess. Capital gains
                            would be computed after taking into account cost of acquisition as adjusted by Cost Inflation Index notified
                            by the Central Government and expenditure incurred wholly and exclusively in connection with such transfer.
                            It is further provided that an assessee will have an option to apply concessional rate of 10% plus applicable
                            surcharge and cess, provided the long term capital gains are computed without substituting indexed cost in
                            place of cost of acquisition.
                      iii) For Non-resident Indians
                            Under section 115E of the Act for non-resident Indians, income by way of long-term capital gains in respect
                            of Units is chargeable at the rate of 20% plus applicable surcharge and cess. Such long-term capital gains
                            would 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 is more
                            beneficial.
                      iv) For Overseas Financial Organisations, including Overseas Corporate Bodies and Foreign Institutional
                          Investors fulfilling conditions laid down under section 115AB (Offshore Fund)
                            Under section 115AB of the Act, income by way of long-term capital gains in respect of units purchased in
                            foreign currency held for a period of more than 12 months will be chargeable to tax at the rate of 10%, plus
                            applicable surcharge and cess. Such gains would be calculated without indexation of cost of acquisition.
                2.3 SHORT TERM CAPITAL GAINS ON TRANSFER OF UNITS
                      Section 111A provides that short-term capital gains arising on sale of units of Equity Oriented Funds are chargeable
                      to income tax at a concessional rate of 10% plus applicable surcharge and cess, provided such transactions are
                      entered into on a recognised stock exchange or such units are sold to the Mutual Funds and are chargeable to STT.
                      Further, Section 48 provides that no deduction shall be allowed in respect of STT paid for the purpose of
                      computing Capital Gains.
                      In respect of capital gains not chargeable under section 111A, the provisions for taxation of short-term capital
                      gains for different categories of assessees is explained hereunder:
                      Short term Capital Gains in respect of Units held for a period of not more than 12 months is added to the total
                      income. Total income including short-term capital gains is chargeable to tax as per the relevant slab rates.
                      Income Tax Rates
                      The maximum income tax rates for various categories of assessees for AY 2006-07 are as under:
                      Resident individuals and HUF                30% plus surcharge and cess
                      Partnership Firms                           30% plus surcharge and cess
                      Indian companies                            30% plus surcharge and cess
                      Non Resident Indians                        30% plus surcharge and cess
                      Foreign Companies                           40% plus surcharge and cess
                      With regards to individuals and HUF having a total income exceeding Rs. 10,00,000, Partnership Firms and Indian
                      Companies, a surcharge of 10% on the income tax is applicable. Individuals and HUFs having total income less
                      than Rs. 10,00,000 are not liable to surcharge. A surcharge of 2.5% on the income tax would be applicable in the
                      case of Foreign Companies.
                      Further, education cess at the rate of 2% on the income tax (including applicable surcharge) would be applicable
                      for all categories of assessees.
                2.4 CAPITAL LOSSES
                      Losses under the head "Capital Gains" cannot be set off against income under any other head. Further within the
                      head "Capital Gains", losses arising from the transfer of long-term capital assets cannot be adjusted against
                      gains arising from the transfer of a short-term capital asset. However, losses arising from the transfer of short-term
                      capital assets can be adjusted against gains arising from the transfer of either a long-term or a short-term capital
                      asset.
                      Under Section 10(38), Long Term Capital Gains on sale of units of Equity Oriented Fund are exempt from Income
                      Tax provided certain conditions are fulfilled. Hence, losses arising from such type of transaction of sale of units of
                      Equity Oriented Fund would not be eligible for set-off against taxable capital gains.
                      Unabsorbed long-term capital loss (other than that relating to sale of equity shares and units of Equity Oriented
                      Fund as stated in para above) can be carried forward and set off against the long-term capital gains arising in any
                      of the subsequent eight assessment years.


76
                                                                                             Prudential ICICI Income Multiplier Fund


         Unabsorbed short-term capital loss can be carried forward and set off against the income under the head Capital
         Gains in any of the subsequent eight assessment years.
         According to section 94(7) of the Act, if any person buys or acquires units within a period of three months prior
         to the record date fixed for declaration of dividend or distribution of income and sells or transfers the same within
         a period of nine months from such record date, then losses arising from such sale to the extent of income received
         or receivable on such units, which are exempt under the Act, will be ignored for the purpose of computing his
         income chargeable to tax.
         Further, Sub-section (8) of Section 94 provides that, where additional units have been issued to any person
         without any payment, on the basis of existing units held by such person then the loss on sale of original units shall
         be ignored for the purpose of computing income chargeable to tax, if the original units were acquired within
         three months prior to the record date fixed for receipt of additional units and sold within nine months from such
         record date. However, the loss so ignored shall be considered as cost of acquisition of such additional units held
         on the date of sale by such person.
     2.5 Section 80C as introduced by the Finance Act, 2005, provides that from the total income of an individual and HUF,
         deduction for an amount paid or deposited in certain eligible schemes or investments would be available, subject
         to a maximum amount of Rs. 1,00,000.
         According to clause (xiii) and clause (xx) to sub-section 2, any subscription to any units of Mutual Fund notified
         under Section 10(23D) would qualify for deduction under the aforesaid section provided
         •      the plan formulated in accordance with a scheme notified by the Central Government; or
         •      approved by CBDT on an application made by the Mutual Fund and the amount of subscription to such units
                is subscribed only in eligible issue of capital of any company.
3.   TAX DEDUCTION AT SOURCE
     3.1 For Income in respect of units:
         No tax shall be deducted at source in respect of any income credited or paid in respect of units of the Fund as per
         the provisions of section 10(35), section 194K and section 196A.
     3.2 For Capital Gains:
         (i)    In respect of Resident Unit holders:
                No tax is required to be deducted at source on capital gains arising to any resident unit holder (under section
                194K) vide circular no. 715 dated August 8, 1995 issued by the Central Board for Direct Taxes (CBDT).
         (ii)   In respect of Non- Resident Unit holders:
                Under section 195 and section 196B of the Act, tax shall be deducted at source in respect of capital gains as
                under:
                a.   In case of non resident other than a company -
                ¢    Long term capital gains                              20% plus surcharge and cess
                ¢    Short term capital gains                             30% plus surcharge and cess
                b.   In case of foreign company -
                ¢    Long term capital gains                              20% plus surcharge and cess
                ¢    Short term capital gains                             40% plus surcharge and cess
                c.   In case of Offshore Fund as defined in 115AB -
                ¢    Long term capital gains                              10% plus surcharge and cess
                As per circular no. 728 dated October 1995 by CBDT, in the case of a remittance to a country with which a
                Double Taxation Avoidance Agreement (DTAA) is in force, the tax should be deducted at the rate provided in
                the Finance Act of the relevant year or at the rate provided in DTAA whichever is more beneficial to the
                assessee.
4.   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, and subject to the conditions specified therein, where an assessee has made capital
     gains from the transfer of units held in Mutual Fund Scheme for a period exceeding 12 months and the assessee has
     any time within a period of 6 months after the date of such transfer, invested the whole of the capital gains in the long
     term specified assets i.e., in bonds redeemable after 3 years issued by the National Bank for Agriculture and Rural
     Development, or by the National Highways Authority of India or by the Rural Electrification Corporation Limited or by
     National Housing Bank or by the Small Industries Development Bank of India, such capital gains shall be exempted
     from tax on capital gains under section 54EC 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.
     Section 54EC provides that where any investment has been allowed as a deduction under this section the same shall
     not be allowed as deduction in Section 80C.


                                                                                                                                       77
     Prudential ICICI Mutual Fund


                Under section 54ED of the Act
                Under Section 54ED and subject to the conditions specified therein, capital gains arising from the transfer of units held
                in the Mutual Fund Scheme for a period exceeding 12 months will be exempt, if the assessee has, any time within a
                period of 6 months after the date of such transfer, invested the whole of the capital gains in acquiring equity shares
                forming part 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 equity shares offered for
                subscription to the public by a public company formed and registered in India.
                Section 54ED provides that where any investment has been allowed as a deduction under this section the same shall
                not be allowed as deduction in Section 80C.
          5.    INVESTMENTS BY CHARITABLE AND RELIGIOUS TRUSTS
                Units of a Mutual fund Scheme referred to in clause 23D of section 10 of the Income Tax Act, 1961, constitute an
                eligible avenue for investment by charitable or religious trusts per rule 17C of the Income Tax Rules, 1962, read with
                clause (xii) of sub-section (5) of section 11 of the Income Tax Act, 1961.
          6.    WEALTH TAX
                Units held under the Mutual Fund Scheme are not treated as assets within the meaning of section 2(ea) of the Wealth
                Tax Act, 1957 and are, therefore, not liable to Wealth-Tax.
     k)   Unclaimed redemption amount
          The unclaimed Redemption amount may be deployed by the Mutual Fund in call money market or money market instruments
          only and the investors who claim these amounts during a period of three years from the due date shall be paid at the
          prevailing Net Asset Value. After a period of three years, this amount will be transferred to a pool account and the investors
          can claim the amount at NAV prevailing at the end of the third year. The income earned on such funds will be used for the
          purpose of investor education. The AMC will make a continuous efforts to remind the investors through letters to take their
          unclaimed amounts. Further, the investment management fee charged by the AMC for managing unclaimed amounts shall
          not exceed 50 basis points.
          Unclaimed Dividend / Redemptions in respect of the open ended funds normally represent the time lag between funding
          of the respective accounts (with bank) by the AMC and the time taken for presentation of redemption/dividend warrants by
          the investors. No significant delay in the process is noticed. Hence the details in respect of open-ended funds is not
          mentioned.
          Details in respect of Prudential ICICI Premier are given below -

                                                              As of March 31, 2006                As on November 24, 2006

            Unclaimed Redemption Amount -                     Rs. 5.09 crores of 23,885           Rs. 4.83 crores of 22,879
            Premier Redeemed                                  Investors                            Investors
            Unclaimed Redemption Amount -                      Rs. 2.64 Crores of 4,426           Rs. 2.43 Crores of 4,085
            Premier Rolled Over Redeemed                       Investors                           Investors
            Unclaimed Dividend Amount                         Rs. 0.03 Crores                     Rs. 0.03 Crores




78
                                                                                                   Prudential ICICI Income Multiplier Fund


                                                          SECTION VI

                                                      OTHER MATTERS

a) UNITHOLDER GRIEVANCES REDRESSAL MECHANISM
   Investor grievances are normally received at AMC office or at the Customer Service Centres or directly by the Registrar. All
   grievances are forwarded to the Registrar for their necessary action. The complaints are closely followed up with the
   Registrar to ensure timely redresses and prompt investor service. Given below is the complaint history for the last three
   fiscal years:
                                                                              ICICI Premier             ICICI Power #

       01/04/2003 to 31/3/2004
       Complaints/ Requests received during     the period                           592                        Not applicable
       Redressed during the period                                                   594                        Not applicable
       Pending as on March 31, 2004                                                  3                          Not applicable
       01/04/2004 to 31/03/2005
       Complaints/ Requests received during     the period                           565                        Not applicable
       Redressed during the period                                                   562                        Not applicable
       Pending as on March 31, 2005                                                  6                          Not applicable
       01/04/2005 to 31/03/2006
       Complaints/ Requests received during     the period                           284                        Not applicable
       Redressed during the period                                                   287                        Not applicable
       Pending as on March 31, 2006                                                  3                          Not applicable
       01/04/2006 to 24/11/2006
       Complaints/ Requests received during     the period                           107                        Not applicable
       Redressed during the period                                                   103                        Not applicable
       Pending as on November 24, 2006                                               7                          Not applicable

   #      Status reported till the Record Date of Conversion. Name changed to Prudential ICICI Power with effect from
          September 27, 2001. The status on investor complaints consequent to conversion is reported separately.
          The above two funds were launched in 1994. ICICI Power has been converted into an open-ended fund w.e.f.
          September 27, 2001. Consequent to conversion its name is changed to Prudential ICICI Power. Further, ICICI Premier
          was rolled over for a further period of 5 years in February 1999 and is open for repurchase w.e.f. February 7, 2001 and
          redeemed in February 2005. The pending investor complaints/requests pertain to, inter-alia, Issue of duplicate certificates,
          non receipt of certificates, non receipt of redemption/dividend warrants, revalidation of dividend warrants, name
          correction, change of address of the Unitholder, registration of death cases, registration of Power of Attorney, transfer/
          transmission of Units etc. All investor grievances are normally redressed within a period of 15 days of their receipt,
          subject to the information furnished by the Unitholder is complete and accurate. If such information is not provided/
          not available with the Registrars to the above Schemes, the matter is further followed up with the investors. Investor
          complaints are continuously monitored with the Registrar to the Schemes.
   Data relating to the period April 2002 to November 24, 2006

       Scheme                                                  Opening          Complaints          Complaints            Complaints
                                                               Pending            Received           redressed              pending

       Prudential   ICICI Growth Plan                                 NIL               189                  189                     NIL
       Prudential   ICICI Income Plan                                 NIL               281                  281                     NIL
       Prudential   ICICI Liquid Plan                                 NIL                14                   14                     NIL
       Prudential   ICICI FMCG Fund                                   NIL                64                   64                     NIL
       Prudential   ICICI Tax Plan                                    NIL              1140                 1140                     NIL
       Prudential   ICICI Gilt Fund                                   NIL                51                   51                     NIL
       Prudential   ICICI Balanced Fund                               NIL               139                  139                     NIL
       Prudential   ICICI Technology Fund                             NIL               104                  104                     NIL
       Prudential   ICICI Monthly Income Plan                         NIL               208                  208                     NIL
       Prudential   ICICI Fixed Monthly Plan                          NIL                 2                    2                     NIL
       Prudential   ICICI Child Care Plan                             NIL                27                   27                     NIL
       Prudential   ICICI Power                                       NIL               379                  379                     NIL

                                                                                                                                             79
     Prudential ICICI Mutual Fund


              Scheme                                               Opening         Complaints            Complaints           Complaints
                                                                   Pending           Received             redressed             pending
              Prudential ICICI Short Term Plan                          NIL                     4                      4              NIL
              Prudential ICICI Long Term Plan                           NIL                     9                      9              NIL
              Prudential ICICI Index Fund                               NIL                     5                      5              NIL
              Prudential ICICI Sweep Plan                               NIL                     0                      0              NIL
              Prudential ICICI Flexible Income Plan                     NIL                29                         29              NIL
              Prudential ICICI Dynamic Plan                             NIL               279                     279                 NIL
              Sensex Prudential ICICI Exchange Traded Fund              NIL                     1                      1              NIL
              Prudential ICICI Floating Rating Plan                     NIL                     3                      3              NIL
              Prudential ICICI Advisory Series                          NIL                     6                      6              NIL
              Prudential ICICI Income Multiplier Fund                   NIL                56                         56              NIL
              Prudential ICICI Long Term Floating Rate Plan             NIL                     0                      0              NIL
              Prudential ICICI Emerging Star                            NIL               500                     500                 NIL
              Prudential ICICI Discovery Fund                           NIL               245                     245                 NIL
              Prudential ICICI Plan I Year Plus                         NIL                     2                      2              NIL
              Prudential ICICI Blended Plan                             NIL                71                         71              NIL
              Prudential ICICI Infrastructure Fund                      NIL               469                     469                 NIL
              Prudential ICICI Services Industries Fund                 NIL                20                         20              NIL
              Prudential ICICI Fusion Fund                              NIL                17                         17              NIL
              Total                                                     NIL              4314                    4314                 NIL


          Details of investor complaints received from SEBI

              For the Period                                         Complaints                     Complaints                Complaints
                                                                       Received                      redressed                  pending

              Financial Year 2003-2004                                        30                            33                          2
              Financial Year 2004-2005                                        48                            45                          5
              Financial Year 2005-2006                                        45                            42                          8
              April 1, 2006 to June 20, 2006*                                 12                             7                         13

          *      The details of investor complaints received from SEBI for the period June 21,2006 onwards is not available from MCS
                 Ltd.( The agency appointed by SEBI for handling investor's grievances).The same has been brought to the notice of
                 SEBI.
     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 the
          previous three financial years are as follows:
                                                                                                                       (Amount in Rupees)
              Scheme name/Nature of investment                         F.Y.              F.Y.                 F.Y.        April 1, 2006 to
                                                                 2003-2004         2004-2005            2005-2006      November 24, 2006

              Investment in Bonds of ICICI Bank Ltd.
              Prudential ICICI Income Plan                     15,00,00,000                --                    --                     --
              Prudential ICICI Liquid Plan                     10,00,00,000                --          15,084,779                       --
              Prudential ICICI FMP Yearly Series 12                      --                --         187,441,157                       --
              Prudential ICICI Long Term Floating Rate Plan              --                --          49,588,850              49,940,543
              Investment in NSE Linked Mibor Deposits /
              Term Deposit of ICICI Bank Ltd
              Prudential ICICI Balanced Fund                              -                 -         255,200,000              135000000
              Prudential ICICI Blended Plan - Plan A                     --                --        1,380,600,000            1210700000
              Prudential ICICI Blended Plan - Plan B                     --                --         288,100,000              176500000
              Prudential ICICI Child Care Gift Plan                      --                --         67,400,000               13100000
80
                                                                                             Prudential ICICI Income Multiplier Fund


Scheme name/Nature of investment                                F.Y.             F.Y.              F.Y.        April 1, 2006 to
                                                          2003-2004        2004-2005         2005-2006      November 24, 2006

Prudential ICICI Child Care Study Plan                             --               --       54,100,000
Prudential ICICI Discovery Fund                                    --               --       36,500,000               106500000
Prudential ICICI Dynamic Plan                                      --               --       31,500,000               307700000
Prudential ICICI Emerging S.T.A.R.
(Stocks Targeted At Returns) Fund                                  --               --                 --              77000000
Prudential ICICI Fixed Maturity Plan -
NRI Series 4 - Half Yearly                              127,000,000                 --                 --                        --
Prudential ICICI Fixed Maturity Plan -
Series 27 - Monthly Plan                                           --               --    1,270,000,000                        --
Prudential ICICI Fixed Maturity Plan - Series 28                   --               --    1,335,000,000            1,345,000,000
Prudential ICICI Fixed Maturity Plan - Series 31 -
4 Months Plan                                                      --               --       70,000,000                          --
Prudential ICICI Fixed Maturity Plan -
Yearly Series 12                                          21,700,000                --                 --                        --
Prudential ICICI Fixed Maturity Plan -
Yearly Series 23                                          16,000,000                --                 --                        --
Prudential ICICI Fixed Maturity Plan -
Yearly Series 24                                                   --               --    1,500,000,000                          --
Prudential ICICI Fixed Maturity Plan -
Yearly Series 25                                                   --               --       65,000,000                25000000
Prudential ICICI Fixed Maturity Plan -
Yearly Series 6                                        200,000,000                  --                 --
Prudential ICICI Fixed Maturity Plan -
Series 32 - 3 Months Plan C                                        --               --                 --            1450000000
Prudential ICICI Fixed Maturity Plan -
Series 32 - 3 Months Plan D                                        --               --                 --            1700000000
Prudential ICICI Fixed Maturity Plan -
Series 32 - 1 Month Plan A                                         --               --                 --             285000000
Prudential ICICI Fixed Maturity Plan -
Series 34 - 1 Year Plan A                                          --              --                 --              250000000
Prudential ICICI Flexible Income Plan                              --    100,000,000         66,500,000               160000000
Prudential ICICI Floating Rate Plan                                --              --     4,450,000,000              2019000000
Prudential ICICI FMCG Fund                                         --              --                                  10000000
Prudential ICICI Fusion Fund                                       --              --      180,000,000                 88000000
Prudential ICICI Growth Plan                                       --              --       12,000,000                 59500000
Prudential ICICI Hybrid Fixed Maturity -
13 Months Plan                                                    --                --                --            1500000000
Prudential ICICI Income Multiplier Plan                           --       80,000,000       150,100,000              107100000
Prudential ICICI Infrastructure Fund                              --                --      182,000,000               78900000
Prudential ICICI Liquid Plan                         13,250,000,000     1,680,000,000    12,050,000,000            16448000000
Prudential ICICI Long Term Floating Rate Plan                     --      140,000,000       463,500,000              380000000
Prudential ICICI Long Term Plan                                   --                --      320,000,000                      --
Prudential ICICI Monthly Income Plan                              --      500,000,000       425,400,000               88700000
Prudential ICICI Power                                            --                --       10,100,000              219800000
Prudential ICICI Services Industries Fund                         --                --       29,500,000               29500000
Prudential ICICI Short Term Plan                      1,250,000,000                 --    1,130,000,000              747000000
Prudential ICICI Sweep Plan                                       --                --    1,500,000,000              160000000
Prudential ICICI Tax Plan                                         --                --        1,000,000               23000000
Investment in equity shares of ICICI Bank Ltd
Prudential ICICI Balanced Fund                                     --       4,418,418        96,471,664                96049287
Prudential ICICI Child Care Gift Plan                              --               --                --               17457000
Prudential ICICI Child Care Study Plan                             --               --                --                      --
Prudential ICICI Dynamic Plan                                      --          59,000        52,053,170
Prudential ICICI Growth Plan                                       --      29,443,706                 --              104531643
Prudential ICICI Income Multiplier Fund                            --               --                --               56909820
Prudential ICICI Index Fund                                4,094,680          264,135           876,506                 2965071
Prudential ICICI Infrastructure Fund                               --               --               ---
Prudential ICICI Monthly Income Plan                               --       5,884,612                 --               59179230
Prudential ICICI Power                                             --      35,328,722       273,686,767               130927500
Prudential ICICI Services Industries Fund                          --               --       65,092,970                95069949
SENSEX Prudential ICICI Exchange Traded Fund               4,144,321                --          705,922                  978621

TOTAL                                                15,122,939,001     2,581,224,610    28,064,501,786            29814008665

% to the net assets of the Mutual Fund                       10.55%            1.69%            11.91%                     9.34%

The above details are as on the last day of each period

                                                                                                                                       81
     Prudential ICICI Mutual Fund

            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 its
            associate companies.
            Transactions with Associate Companies:
                                                                                                               (Amount in Rupees)
             Scheme name/Nature of investment                            F.Y.            F.Y.          F.Y.       April 1, 2006 to
                                                                   2003-2004       2004-2005     2005-2006     November 24, 2006

            ICICI Bank Limited - Bank Charges
            ICICI Premier                                             38,341              Nil            Nil                  Nil
            Prudential ICICI Aggressive Plan                              Nil      15,367.90         21,642                   Nil
            Prudential ICICI Balanced Fund                           935,260      815,320.88        648,226           2249681.28
            Prudential ICICI Blended Plan - Plan A                        Nil             Nil    11,725,865          16027232.58
            Prudential ICICI Blended Plan - Plan B                        Nil             Nil     4,013,924            1777256.9
            Prudential ICICI Cautious Plan                                Nil      30,164.02         18,569                   Nil
            Prudential ICICI Child Care Plan-Gift Plan                56,396      189,274.57         68,485            426633.93
            Prudential ICICI Child Care Plan-Study Plan               15,689       54,234.48         39,252             19945.34
            Prudential ICICI Discovery Fund                               Nil     420,883.85      1,381,548           2033445.67
            Prudential ICICI Dynamic Plan                            770,817      596,182.19      1,095,786           2337405.77
            Prudential ICICI Emerging S.T.A.R. Fund                       Nil     276,590.68        329,998           1920525.99
            Prudential ICICI Fixed Maturity Plan -
            Quarterly Series 25                                            Nil             Nil        4,357                    Nil
            Prudential ICICI Fixed Maturity Plan -
            Series 25 - 15 Months Plan                                     Nil             Nil           Nil                 8268
            Prudential ICICI Fixed Maturity Plan -
            Series 32 - 3 Months Plan                                      Nil             Nil           Nil              3367.20
            Prudential ICICI Fixed Maturity Plan -
            Yearly Series 12                                               Nil      23,902.59        36,018               5324.12
            Prudential ICICI Fixed Maturity Plan -
            Yearly Series 23                                               46              Nil           Nil                   Nil
            Prudential ICICI Fixed Maturity Plan -
            Yearly Series 24                                               Nil      23,902.59        36,018                  9754
            Prudential ICICI Fixed Maturity Plan -
            Yearly Series 25                                               Nil             Nil           Nil                 3126
            Prudential ICICI Fixed Maturity Plan -
            Yearly Series 28                                               Nil             Nil           Nil                 1684
            Prudential ICICI Fixed Maturity Plan -
            Yearly Series 5                                                Nil             Nil           Nil                 1663
            Prudential ICICI Fixed Maturity Plan -Series 27 -
            Three Months Plan                                              Nil             Nil           Nil                 7948
            Prudential ICICI Fixed Maturity Plan -Series 28 -
            4 Months Plan                                                  Nil             Nil           Nil                 2111
            Prudential ICICI Fixed Maturity Plan -
            Series 31 - 4 Months Plan                                      Nil             Nil           Nil                  178
            Prudential ICICI Fixed Maturity Plan Yearly series 1           82              Nil           Nil                   Nil
            Prudential ICICI Fixed Maturity -Quarterly Plan -
            Series 24                                                     Nil             14             Nil                   Nil
            Prudential ICICI Flexible Income Plan                    933,012      664,748.93        165,119                1386.8
            Prudential ICICI Floating Rating Plan                    333,309      778,929.20      1,438,606              92281.42
            Prudential ICICI FMCG Fund                                63,040      125,546.25         76,381              36909.85
            Prudential ICICI Fusion Fund                                  Nil             Nil        91,313            1473108.17
            Prudential ICICI Gilt Fund - Investment                  811,421      563,502.79        122,315               7789.87
            Prudential ICICI Gilt Fund - Investment - PF Option          200      355,160.83             Nil                   Nil
            Prudential ICICI Gilt Fund - PF Option                        Nil             Nil        53,787                  2946
            Prudential ICICI Gilt Fund - Treasury                    185,029      343,961.51         20,404               3332.12
            Prudential ICICI Gilt Fund - Treasury - PF Option             Nil     351,541.67         46,581                  1342
            Prudential ICICI Growth Plan                             958,392      796,978.96        564,739             825952.03
            Prudential ICICI Hybrid Fixed Maturity Plan -
            13 Months Plan                                                 Nil             Nil           Nil              1167.29
            Prudential ICICI Income Multiplier Fund                        Nil     391,109.02       210,387             330307.39
            Prudential ICICI Income Plan                           1,133,115     1,025,720.67       258,956              10050.36
            Prudential ICICI Index Fund                                   73l              Nil       22,902              63998.33
            Prudential ICICI Infrastructure Fund                           Nil             Nil    2,871,823            3698475.39
            Prudential ICICI Liquid Plan                             688,562     1,797,358.07     7,464,838            3697357.85

82
                                                                                    Prudential ICICI Income Multiplier Fund


Scheme name/Nature of investment                             F.Y.           F.Y.          F.Y.        April 1, 2006 to
                                                       2003-2004      2004-2005     2005-2006      November 24, 2006

Prudential ICICI Long Term Floating Rate Plan                 Nil      52,070.35       200,806                20822.61
Prudential ICICI Long Term Plan                           68,619       63,709.85        47,010                    5587
Prudential ICICI Moderate Plan                                Nil      44,826.81        21,546                      Nil
Prudential ICICI Monthly Income Plan                     945,772    1,322,413.33     1,155,792              1900950.20
Prudential ICICI Plan I                                       Nil       3,449.00           367                      Nil
Prudential ICICI Power                                   958,588    1,136,605.09     1,914,016              2764369.96
Prudential ICICI Services Industries Fund                     Nil             Nil      645,774               315762.53
Prudential ICICI Short Term Plan                       1,012,692      601,179.91       489,371                31907.13
Prudential ICICI Sweep Plan                                1,174              Nil       59,980                   56.12
Prudential ICICI Tax Plan                                470,030      218,904.50       310,323                 355,040
Prudential ICICI Technology Fund                         145,052      757,591.16       365,636                 5795.61
Prudential ICICI Very Aggressive Plan                         Nil      11,955.03        11,973                      Nil
Prudential ICICI Very Cautious Plan                           Nil      20,906.92        18,941                     354
ICICI Bank Limited - Brokerage
Prudential ICICI Agressive Plan                        1,283,833         191,735        49,415                22534.52
Prudential ICICI Balanced Fund                         1,228,809    2,104,082.04     1,156,500               3372353.2
Prudential ICICI Blended Plan - Plan A                        Nil             Nil    5,233,573              1011777.81
Prudential ICICI Blended Plan - Plan B                        Nil             Nil    1,498,176               335615.32
Prudential ICICI Cautious Plan                           345,285         637,190        74,094                15676.33
Prudential ICICI Child Care Plan-Gift Plan               440,987      740,634.98     1,023,519                499391.8
Prudential ICICI Child Care Plan-Study Plan              331,695      365,272.39       339,457               173335.51
Prudential ICICI Discovery Fund                               Nil   4,288,947.01    18,155,450              7244310.76
Prudential ICICI Dynamic Plan                          3,995,832    2,647,414.31    11,895,404              8235137.39
Prudential ICICI Emerging S.T.A.R. (Stock
Targeted At Returns) Fund                                     Nil      10659160      6,891,839              8038345.65
Prudential ICICI Fixed Maturity Plan -
Deposit Plus NRI Series 4 - Quarterly Plan               107,638              Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Deposit Plus NRI Series 6 - Quarterly Plan                46,897              Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Deposit Plus NRI Series 8 - Quarterly Plan               123,529              Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan - Series 24   -
Quarterly                                                  4,781          65,716             Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Series 24 - Yearly                                        26,250              Nil            Nil               44630.46
Prudential ICICI Fixed Maturity Plan - Series 25   -
15 Months Plan                                                Nil         54,933             Nil                       Nil
Prudential ICICI Fixed Maturity Plan - Series 25   -
Quarterly Plan                                                Nil         13,497        46,100                         Nil
Prudential ICICI Fixed Maturity Plan - Series 25   -
Yearly Plan                                                   Nil         21,300        61,334                 45373.86
Prudential ICICI Fixed Maturity Plan - Series 26              Nil             Nil        7,369                       Nil
Prudential ICICI Fixed Maturity Plan - Series 26   -
Quarterly Plan                                                Nil         50,035        17,057                         Nil
Prudential ICICI Fixed Maturity Plan - Series 27   -
Monthly Plan                                                  Nil             Nil       14,832                 95710.92
Prudential ICICI Fixed Maturity Plan - Series 28              Nil             Nil           Nil                 1336.42
Prudential ICICI Fixed Maturity Plan - Series 28   -
16 Months Plan                                                Nil             Nil      165,440                         Nil
Prudential ICICI Fixed Maturity Plan - Series 28   -
4 Months Plan                                                 Nil             Nil      254,176                 10502.76
Prudential ICICI Fixed Maturity Plan -
Series 28 Institutional                                       Nil             Nil           Nil               -66821.10
Prudential ICICI Fixed Maturity Plan - Series 30              Nil             Nil          122                 77280.83
Prudential ICICI Fixed Maturity Plan - Series 31              Nil             Nil          122                 12088.92
Prudential ICICI Fixed Maturity Plan -
Series 32 - Plan A                                            Nil             Nil            Nil               68178.46
Prudential ICICI Fixed Maturity Plan -
Series 32 - Plan C                                            Nil             Nil            Nil               35838.59
Prudential ICICI Fixed Maturity Plan -
Series 32 -Plan B                                             Nil             Nil            Nil               30891.85


                                                                                                                              83
     Prudential ICICI Mutual Fund


             Scheme name/Nature of investment                            F.Y.             F.Y.          F.Y.       April 1, 2006 to
                                                                   2003-2004        2004-2005     2005-2006     November 24, 2006

            Prudential ICICI Fixed Maturity Plan -
            Series 32 -Plan D                                              Nil              Nil           Nil              2302.63
            Prudential ICICI Fixed Maturity Plan Half-
            Yearly series 1                                               809               Nil           Nil                   Nil
            Prudential ICICI Fixed Maturity Plan Half-
            Yearly series 2                                               305               Nil           Nil                   Nil
            Prudential ICICI Fixed Maturity Plan
            Quarterly series 1                                          1,944               Nil           Nil                   Nil
            Prudential ICICI Fixed Maturity Plan
            Quarterly series 2                                          6,709               Nil           Nil                   Nil
            Prudential ICICI Fixed Maturity Plan
            Quarterly series 3                                            270               Nil           Nil                   Nil
            Prudential ICICI Fixed Maturity Plan
            Yearly series 1                                             1,262           24,300            Nil                   Nil
            Prudential ICICI Fixed Maturity Plan
            Yearly series 12                                               Nil         468,993            Nil              2607.24
            Prudential ICICI Fixed Maturity Plan
            Yearly series 12 - Institutional Option                        Nil         100,771            Nil             28955.81
            Prudential ICICI Fixed Maturity Plan
            Yearly series 2                                               809               Nil           Nil                   Nil
            Prudential ICICI Fixed Maturity Plan
            Yearly series 3                                           145,555               Nil           Nil                   Nil
            Prudential ICICI Fixed Maturity Plan Yearly series 4           66               Nil           Nil                   Nil
            Prudential ICICI Fixed Maturity Plan Yearly series 5       46,342           93,300            Nil             13045.93
            Prudential ICICI Fixed Maturity Plan Yearly series 6           Nil          21,506        17,154                    Nil
            Prudential ICICI Fixed Maturity Plan Yearly
            series 6 - Institutional Option                                Nil          12,610            Nil                   Nil
            Prudential ICICI Flexible Income Plan                   6,755,437     2,125,857.63       253,006               56661.2
            Prudential ICICI Floating Rate Plan                       349,724        4,664,522     5,289,959            2338328.08
            Prudential ICICI FMCG Fund                                342,403        67,475.31       739,181             311614.49
            Prudential ICICI Fusion Fund                                   Nil              Nil      103,832             2883712.9
            Prudential ICICI Gilt Fund - Investment                 5,051,182        3,127,133     1,527,409             411437.37
            Prudential ICICI Gilt Fund - Treasury                      67,126          151,169       183,267             192776.55
            Prudential ICICI Gilt Fund Investment Plan -
            PF Option                                               1,893,378          623,790       559,290            243430.23
            Prudential ICICI Gilt Fund Treasury - PF Option           157,604          209,973       180,970             77688.42
            Prudential ICICI Growth Plan                            4,921,497     2,222,891.29     1,826,055           1596278.91
            Prudential ICICI Hybrid Fixed Maturity Plan                    Nil              Nil           Nil           212455.85
            Prudential ICICI Income Multiplier Fund                   346,122          575,892     1,152,144            310598.76
            Prudential ICICI Income Plan                           19,652,833        4,341,734     1,082,410            311949.78
            Prudential ICICI Income Plan - Institutional Option            Nil         110,819            Nil            43017.01
            Prudential ICICI Index Fund                                33,828               Nil       32,226             43244.77
            Prudential ICICI Infrastructure Fund                           Nil              Nil   56,632,289          10102394.79
            Prudential ICICI Liquid Institutional Plus                     Nil              Nil    5,027,090            833761.61
            Prudential ICICI Liquid Plan                           14,253,329        5,385,319     6,043,235           1692045.04
            Prudential ICICI Liquid Plan - Institutional Option            Nil      10,862,559            Nil           199388.47
            Prudential ICICI Liquid Super Institutional Plan               Nil              Nil           Nil          2295939.23
            Prudential ICICI Long Term Floating Rate Plan                  Nil       1,073,757     3,316,102            844418.17
            Prudential ICICI Long Term Plan                               636              589       104,195                   Nil
            Prudential ICICI Moderate Plan                          1,189,032          150,881        47,480             20186.44
            Prudential ICICI Monthly Income Plan                    3,794,594        3,974,498     2,245,495            568872.71
            Prudential ICICI Power                                 19,893,911    13,886,378.13     6,920,010           6968809.71
            Prudential ICICI Services Industries Fund                      Nil              Nil    2,173,653           1815418.23
            Prudential ICICI Short Term Plan                        8,976,641          825,812     2,077,474            398939.85
            Prudential ICICI Short Term Plan -
            Institutional Option                                           Nil        880,662             Nil            241997.89
            Prudential ICICI Sweep Plan                               831,586              Nil         3,595              22194.73
            Prudential ICICI Tax Plan                                 317,554      692,570.09      8,608,194            2467501.79
            Prudential ICICI Technology Fund                        1,141,174      749,131.93        711,159             354300.61
            Prudential ICICI Very Agressive Plan                    1,741,893          91,386         31,977              16067.85
            Prudential ICICI Very Cautious Plan                       285,110         239,660         83,076              59456.31


84
                                                                                  Prudential ICICI Income Multiplier Fund


Scheme name/Nature of investment                             F.Y.         F.Y.          F.Y.        April 1, 2006 to
                                                       2003-2004    2004-2005     2005-2006      November 24, 2006
ICICI Infotech Services Limited -
Service Charges
ICICI Premier                                          1,030,481            Nil            Nil                       Nil
Prudential ICICI Balanced Fund                           202,835     94,838.66             Nil                       Nil
Prudential ICICI Discovery Fund                                       2,270.82             Nil                       Nil
Prudential ICICI Dynamic Plan                            426,905    202,725.69             Nil                       Nil
Prudential ICICI Flexible Income Plan                    483,577    132,305.83             Nil                       Nil
Prudential ICICI Floating Rate Plan                        8,765    113,464.72             Nil                       Nil
Prudential ICICI FMCG Fund                                73,357     36,543.47             Nil                       Nil
Prudential ICICI Child Care Plan - Gift Option            67,493    100,344.93             Nil                       Nil
Prudential ICICI Gilt fund - Investment Option           112,830     50,661.05             Nil                       Nil
Prudential ICICI Gilt Fund Investment Plan -
PF Option                                                 12,916      9,356.83             Nil                       Nil
Prudential ICICI Gilt Fund -Treasury Option               11,584     11,885.67             Nil                       Nil
Prudential ICICI Gilt Fund - Treasury Option-
PF Option                                                 11,584      5,862.14             Nil                       Nil
Prudential ICICI Growth Plan                             490,222    267,988.55             Nil                       Nil
Prudential ICICI Income Multiplier Fund                       Nil   162,342.54             Nil                       Nil
Prudential ICICI Income Plan                                  Nil   947,307.36             Nil                       Nil
Prudential ICICI Liquid Plan                             683,225    608,337.90             Nil                       Nil
Prudential ICICI Long Term Plan                              523      2,746.06             Nil                       Nil
Prudential ICICI Monthly Income Plan                     630,504    596,595.37             Nil                       Nil
Prudential ICICI Power                                 1,182,127    804,016.71             Nil                       Nil
ICICI Premier Redeemed                                   376,805     25,922.52             Nil                       Nil
Prudential ICICI Short Term Plan                         233,911     74,132.94             Nil                       Nil
Prudential ICICI Child Care Plan - Study Plan             60,391     39,095.52             Nil                       Nil
Prudential ICICI Tax Plan                                231,565    271,738.07             Nil                       Nil
Prudential ICICI Technology Fund                         519,188    255,000.52             Nil                       Nil
Prudential ICICI Fixed Maturity Plan - Half Yearly           190            Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan - Half Yearly 2         552            Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan - Quarterly           1,216            Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Quarterly Series 2                                           281            Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Quarterly Series 3                                           467            Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Yearly Series 3                                              699            Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Yearly Series 4                                              109            Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Yearly Series 6                                              437            Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Yearly Series 7                                               12            Nil            Nil                       Nil
Prudential ICICI Income Plan                           1,809,367            Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Deposit Plus NRI Series 6 - Quarterly Plan                   110            Nil            Nil                       Nil
Prudential ICICI Flexible Income Plus Plan                    56            Nil            Nil                       Nil
Prudential ICICI Fixed Maturity Plan-
Quarterly Series 24                                           Nil       618.83             Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Yearly Series 1                                              247        112.35             Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Yearly Series 12                                           3,946        151.86             Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Yearly Series 2                                              972         32.98             Nil                       Nil
Prudential ICICI Fixed Maturity Plan-
Yearly Series 24                                              Nil       259.89             Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Yearly Series 5                                            2,199         48.60             Nil                       Nil
Prudential ICICI Agressive Plan                               Nil    33,223.68             Nil                       Nil
Prudential ICICI Cautious Plan                                Nil    34,199.76             Nil                       Nil
Prudential ICICI Moderate Plan                                Nil    34,421.13             Nil                       Nil
Prudential ICICI Very Aggressive Plan                         Nil   187,383.70             Nil                       Nil
                                                                                                                            85
     Prudential ICICI Mutual Fund


             Scheme name/Nature of investment                           F.Y.         F.Y.         F.Y.      April 1, 2006 to
                                                                  2003-2004    2004-2005    2005-2006    November 24, 2006

            Prudential ICICI Very Cautious Plan                          Nil   12,328.63           Nil                   Nil
            ICICI Brokerage Service Limited -
            Brokerage on secondary market transactions
            Prudential ICICI Balanced Plan                          133,467      762,989    1,047,893               446,637
            Prudential ICICI Blended Plan - Plan B                       Nil          Nil      61,489                37,566
            Prudential ICICI Blended Plan A                              Nil          Nil     220,230             134478.00
            Prudential ICICI Child Care Plan - Gift Plan             42,294      163,412      103,311               104,743
            Prudential ICICI Child Care Plan - Study Plan             4,200        1,917       14,397                 6,360
            Prudential ICICI Discovery Fund                              Nil     678,319    1,640,708             1,791,322
            Prudential ICICI Dynamic Plan                           933,145      555,997    2,444,858              2386381
            Prudential ICICI Emerging S.T.A.R. Fund                      Nil     304,029      538,355               577102
            Prudential ICICI FMCG Fund                               90,180       74,022      331,539               236,726
            Prudential ICICI Fusion Fund                                 Nil          Nil     149,310             338248.92
            Prudential ICICI Growth Plan                            800,418      725,906    1,439,160               385,183
            Prudential ICICI Income Multiplier Plan                      Nil      46,684      207,255               236,698
            Prudential ICICI Infrastructure Fund                         Nil          Nil   4,847,831             1,210,777
            Prudential ICICI Monthly Income Plan                    894,866      738,221      505,407               247,372
            Prudential ICICI Power                                1,199,499    1,282,221    2,361,526            2100758.07
            Prudential ICICI Services Industries Fund                    Nil          Nil     903,971               131240
            Prudential ICICI Tax Plan                                64,383       36,354      468,718             616918.27
            Prudential ICICI Technology Plan                        131,250      387,399      100,194               105232
            ICICI Securities Ltd. (erstwhile
            ICICI Securities and Finance Co. Ltd.)
            Prudential ICICI Growth Plan                                409           15           Nil                   Nil
            Prudential ICICI FMCG Fund                                3,690          566          855                    Nil
            Prudential ICICI Balanced Fund                           80,076       72,177          391                    Nil
            Prudential ICICI Tax Plan                                    48           25           40                    Nil
            Prudential ICICI Technology Fund                         13,811       23,338        9,823                    Nil
            Prudential ICICI Power                                       Nil          Nil          22                    Nil
            Prudential ICICI Child Care Plan - Gift Plan                 Nil         349          149                    Nil
            Prudential ICICI Dynamic Plan                                Nil           4           10                    Nil
            Prudential ICICI Income Plan                            489,647      378,844           18                    Nil
            Prudential ICICI Monthly Income Plan                      1,610        1,254          239                    Nil
            Prudential ICICI Liquid Plan                             14,792       30,197       30,701                    Nil
            Prudential ICICI Gilt Fund - Investment                  89,250       37,663       12,469                    Nil
            Prudential ICICI Gilt Fund -
            Treasury Investment Plan                                     Nil          Nil       1,144                    Nil
            Prudential ICICI Short Term Plan                             Nil          Nil         143                    Nil
            Prudential ICICI Gilt Fund Investment Plan- PF           54,000        7,572       17,140                    Nil
            Prudential ICICI Liquid Plan - Institutional Option          Nil      98,801           Nil                   Nil
            Prudential ICICI Liquid Plan - I
            nstitutional Plus Option                                     Nil          Nil      25,497                    Nil
            Prudential ICICI Floating Rate Plan                          Nil      21,583       46,957                    Nil
            Prudential ICICI Fixed Maturity Plan -
            Series 25 - Quarterly Option                                 Nil       6,205           Nil                   Nil
            ICICI Web Trade Ltd. - Brokerage
            Prudential ICICI Agressive Plan                         107,480       31,686       67,261              45660.78
            Prudential ICICI Balanced Fund                          123,010      103,015      231,984             167121.66
            Prudential ICICI Blended Plan - Plan A                       Nil          Nil      46,908              14062.06
            Prudential ICICI Blended Plan - Plan B                       Nil          Nil      18,995               4271.96
            Prudential ICICI Cautious Plan                            3,126        6,944        5,426               5474.09
            Prudential ICICI Discovery Plan                              Nil     393,245      683,992             428239.82
            Prudential ICICI Dynamic Plan                           222,863      101292       599,468             777365.72
            Prudential ICICI Emerging S.T.A.R.                           Nil     519,226    1,507,325             1188966.7
            Prudential ICICI Fixed Maturity Plan -
            Series 27 - Monthly Plan                                     Nil          Nil           5                 32.38
            Prudential ICICI Fixed Maturity Plan -
            Series 28 - 16 Months Plan                                   Nil          Nil       3,819                    Nil
            Prudential ICICI Fixed Maturity Plan -
            Yearly Series 5                                              Nil          Nil          Nil               588.02


86
                                                                                Prudential ICICI Income Multiplier Fund


Scheme name/Nature of investment                            F.Y.         F.Y.         F.Y.        April 1, 2006 to
                                                      2003-2004    2004-2005    2005-2006      November 24, 2006

Prudential ICICI Fixed Maturity Plan -
Series 28-4 Months                                           Nil          Nil          Nil                    0.28
Prudential ICICI Flexible Income Plan                    19,992       12,243        9,011                  2704.23
Prudential ICICI Floating Rate Plan                          Nil      27,972      108,315                 81504.94
Prudential ICICI FMCG Fund                               71,497       65,161    1,272,743                434865.64
Prudential ICICI Fusion Fund                                 Nil          Nil       7,604                175413.49
Prudential ICICI Gilt Investment                         24,084         7715        2,626                  1258.15
Prudential ICICI Gilt Treasury                            4,109         4004        3,300                  1708.86
Prudential ICICI Growth Plan                            164,231      167,620      269,415                149395.55
Prudential ICICI Income Multiplier Fund                   9,905       13,158      146,838                129980.52
Prudential ICICI Income Plan                            133,875       29,367       30,581                 21526.29
Prudential ICICI Infrastructure Fund                         Nil          Nil   4,089,369               1316972.39
Prudential ICICI Liquid Plan                             54,016       99,228      182,593                119031.64
Prudential ICICI Liquid Plan - Institutional Option          Nil      40,105        8,337                       Nil
Prudential ICICI Liquid Plan -
Institutional Option-Plus                                    Nil          Nil          Nil                 2287.80
Prudential ICICI Moderate Plan                           48,414       16,814       17,245                 10761.15
Prudential ICICI Monthly Income Plan                     54,933       32,105       37,956                 41410.81
Prudential ICICI Power                                  389,141      199,823      353,286                431019.46
Prudential ICICI Services Industries Fund                    Nil          Nil     150,413                159196.51
Prudential ICICI Short Term Plan                         12,152       12,816       72,371                  33280.3
Prudential ICICI Tax Plan                                54,802      205,137    2,442,972               1204794.39
Prudential ICICI Technology Plan                        280,824      167,897      240,350                160603.94
Prudential ICICI Very Aggressive Plan                   153,655       69,192      108,854                108266.87
Prudential ICICI Very Cautious Plan                         374        1,513        2,652                  3409.77
Way2Wealth Securities Pvt. Ltd. - Brokerage
Prudential ICICI Agressive Plan                          68,075       16,786         4,750                  2173.78
Prudential ICICI Balanced Fund                           53,462      157,923       100,755                 72489.32
Prudential ICICI Blended Plan - Plan A                       Nil          Nil        9,231                   1411.5
Prudential ICICI Blended Plan - Plan B                       Nil          Nil        1,609                  1440.59
Prudential ICICI Cautious Plan                           44,693       90,797         7,302                  1770.71
Prudential ICICI Child Care Plan - Gift Plan             33,307       45,117        71,595                 43106.87
Prudential ICICI Child Care Plan - Study Plan            31,800       34,364        26,284                 12196.24
Prudential ICICI Discovery Plan                              Nil     648.989       547,056                241800.76
Prudential ICICI Dynamic Plan                           186,391      235,528       364,765                177697.29
Prudential ICICI Emerging Star                               Nil     435,476       380,804                329223.32
Prudential ICICI Fixed Maturity Plan - Quarterly I        1,611           Nil           Nil                      Nil
Prudential ICICI Fixed Maturity Plan - Quarterly II          21           Nil           Nil                      Nil
Prudential ICICI Fixed Maturity Plan -
Series 24 - Quarterly Plan                                   Nil         125             Nil                       Nil
Prudential ICICI Fixed Maturity Plan -
Series 24 - Yearly Plan                                      Nil          Nil            Nil                 2060.92
Prudential ICICI Fixed Maturity Plan -
Series 25 - Yearly Plan                                      Nil          Nil        2,968                    3110.2
Prudential ICICI Fixed Maturity Plan - Series 28             Nil          Nil          249                        Nil
Prudential ICICI Fixed Maturity Plan -
Series 28 - Institutional Plan                               Nil          Nil       30,257                -13478.88
Prudential ICICI Fixed Maturity Plan - Series 30             Nil          Nil           Nil                25302.92
Prudential ICICI Fixed Maturity Plan -
Yearly Series 12                                             Nil       2,516           125                         Nil
Prudential ICICI Fixed Maturity Plan -
Yearly series 6                                              Nil         400             Nil                      Nil
Prudential ICICI Hybrid Fixed Maturity Plan                  Nil          Nil            Nil                   46.77
Prudential ICICI Fixed Maturity Plan -
Yearly series 32 -3 Months Plan- C                           Nil          Nil            Nil                   74.58
Prudential ICICI Fixed Maturity Plan -
Yearly series 32 -3 Months Plan- D                           Nil          Nil           Nil                  171.59
Prudential ICICI Flexible Income Plan                   930,438      109,030         5,914                  2183.32
Prudential ICICI Floating Rate Plan                      64,734      224,269        30,036                  8728.41
Prudential ICICI FMCG Fund                                4,412        7,166        27,157                 34110.94
Prudential ICICI Fusion Fund                                 Nil          Nil          683                 18585.89

                                                                                                                          87
     Prudential ICICI Mutual Fund


             Scheme name/Nature of investment                            F.Y.             F.Y.            F.Y.       April 1, 2006 to
                                                                   2003-2004        2004-2005       2005-2006     November 24, 2006

            Prudential ICICI Gilt Fund Treasury Plan - PF Option       7,075               39          14,474                7856.61
            Prudential ICICI Gilt Investment                         449,987          400,147         137,818                5595.32
            Prudential ICICI Gilt Investment - PF                         Nil           4,670           4,257                2282.11
            Prudential ICICI Gilt Treasury                             8,058            5,030           4,955                2672.48
            Prudential ICICI Growth Plan                             183,048          165,071         103,755               64029.47
            Prudential ICICI Income Multiplier Fund                  142,919           62,779          61,152               22344.63
            Prudential ICICI Income Plan                           1,115,698          316,945         119,328               27507.32
            Prudential ICICI Index Fund                                1,161               Nil          1,740                1466.77
            Prudential ICICI Infrastructure Fund                          Nil              Nil        904,235              204020.36
            Prudential ICICI Liquid Plan                             256,382          123,568          71,848                80709.8
            Prudential ICICI Liquid Plan - Institutional Option           Nil          33,188           6,545               12803.15
            Prudential ICICI Liquid Super Institutional Plan              Nil              Nil             Nil               11049.9
            Prudential ICICI Long Term Floating Rate Plan                 Nil           9,650          14,317                  57.25
            Prudential ICICI Moderate Plan                           129,366           29,563           8,985                3184.86
            Prudential ICICI Monthly Income Plan                     433,742          272,730         116,307               61364.47
            Prudential ICICI Power                                 1,653,262          639,208         166,147              151234.42
            Prudential ICICI Services Industries Fund                     Nil              Nil         21,978               30795.04
            Prudential ICICI Short Term Plan                       14,21,883          102,357          90,442                5335.32
            Prudential ICICI Short Term Plan -
            Institutional Option                                          Nil          31,585               Nil                   Nil
            Prudential ICICI Sweep Plan                                   Nil              Nil              Nil               186.39
            Prudential ICICI Tax Plan                                 31,402           57,442          450,826             193392.86
            Prudential ICICI Technology Plan                          73,652          140,889           70,903              36690.73
            Prudential ICICI Very Agressive Plan                      18,578            5,876            1,677               1161.42
            Prudential ICICI Very Cautious Plan                       39,866           19,732              955                 99.86

          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 and the same was in line with the norms relating to brokerage payments for secondary market
          transactions of the Fund. The total business given to IBSL amounted to Rs. 15,603.41 lakhs, Rs. 31,943 lakhs and Rs.
          92,575 laksh during the year 2003-2004, 2004-2005 and 2005-2006 respectively. From the period April 1, 2006 to
          November 24, 2006 the total business given to IBSL amounted to Rs. 63375.57 lakhs. Further, IBSL was paid a sum of Rs.
          307,712 in connection with the rollover of ICICI Premier scheme towards service charges, in the year 1998-99.
          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 its
          associate companies.
          Subscription in issues lead managed by ICICI Securities Ltd. [erstwhile ICICI Securities & Finance Company Limited (I-
          Sec)]

            ICICI Securities Ltd. (erstwhile                              F.Y.           F.Y.            F.Y.        April 1, 2006 to
            ICICI Securities and Finance Co. Ltd.)                  2003-2004      2004-2005     2005-2006**      November 24, 2006

            Prudential ICICI Power                                 *41,080,800    240,827,754     472,038,034             35,627,980
            Prudential ICICI Liquid Plan                                    Nil   750,000,000              Nil                    Nil
            Prudential ICICI Growth Plan                           *47,483,650    161,791,526      34,390,937              9,974,440
            Prudential ICICI Tax Plan                               *2,187,500     10,312,874      33,441,780              2,136,200
            Prudential ICICI Child Care Plan - Gift Plan                    Nil    28,922,878      16,564,696              2,492,580
            Prudential ICICI Child Care Plan - Study Plan                   Nil     5,704,228       4,017,449                818,500
            Prudential ICICI Monthly Income Plan                   *21,828,505    430,256,768      35,128,784             13,032,760
            Prudential ICICI Balanced Fund                         *12,968,855     75,974,024      71,225,852             16,561,940
            Prudential ICICI Dynamic Plan                          *11,610,665     57,794,214     141,085,626             27,529,560
            Prudential ICICI Technology Fund                                Nil     6,613,818       1,049,760                     Nil
            Prudential ICICI Income Multiplier Fund                  3,932,175    126,604,402      33,087,034              7,444,540
            Prudential ICICI Discovery Fund                                 Nil    35,137,272     369,817,593             32,468,020
            Prudential ICICI Flexible Income Plan                           Nil   250,000,000              Nil                    Nil
            Prudential ICICI Floating Rate Plan                             Nil   250,000,000              Nil                    Nil
            Prudential ICICI Short Term Plan                                Nil   250,000,000              Nil                    Nil
            Prudential ICICI Long Term Plan                                 Nil   150,000,000              Nil                    Nil
            Prudential ICICI Emerging S.T.A.R. Fund                         Nil    22,932,282      44,959,476             19,783,980
            Prudential ICICI Infrastructure Fund                            Nil           Nil    278,952,608             42,962,340

88
                                                                                                   Prudential ICICI Income Multiplier Fund


         ICICI Securities Ltd. (erstwhile                              F.Y.             F.Y.            F.Y.         April 1, 2006 to
         ICICI Securities and Finance Co. Ltd.)                  2003-2004        2004-2005     2005-2006**       November 24, 2006

         Prudential   ICICI Services Industries Fund                     Nil             Nil     170,418,405                        Nil
         Prudential   ICICI MIP                                          Nil             Nil      52,825,249                        Nil
         Prudential   ICICI Blended Plan - Plan A                        Nil             Nil      57,267,107                31,904,640
         Prudential   ICICI Fusion Fund                                  Nil             Nil              Nil               14,914,140
         Prudential   ICICI FMCG                                         Nil             Nil       5,722,798                        Nil

         TOTAL                                                 141,092,150     2,852,872,040    1,821,993,188              257,651,620
     ** Includes primary market applications pending allotment
     *      Includes Prudential ICICI Mutual Fund's subscription to the issue of Maruti Udyog Ltd. through JM Morgan Stanley
            Securities Pvt. Ltd. This declaration has been made as a matter of disclosure to the investors.
            The above investments were considered sound. Before making an investment, AMC evaluated the same on merits and
            on arms' length basis and in accordance with the objectives of the scheme.
            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 ICICI
            Bank, a scheduled commercial bank, ICICI Infotech Services Limited, a registrar and transfer agent; ICICI Brokerage
            Services Limited, a brokerage house, ICICI Venture Funds Management Company Limited, a venture funds management
            company, ICICI Securities and Finance Company Limited (I Sec), an investment bank, ICICI Prudential Life Insurance
            Company Limited carrying out insurance business, ICICI Web Trade Limited an online brokerage firm and Way2Wealth
            Securities Private Limited. The AMC may utilize the services of these group companies and any other subsidiary or
            associate company of the Sponsors/AMC established or to be established at a later date in case such an associate
            company is in a position to provide the requisite services to the AMC. The AMC will conduct its business with the
            aforesaid companies on commercial terms and on an arm's length basis and at the then prevailing market rates to the
            extent permitted under the applicable laws including the Regulations, after an evaluation of the competitiveness of the
            pricing offered by the associate companies and the services to be provided by them.
            Associate transactions, if any carried out, will be as per the Regulations and the limits prescribed there under. The
            Regulations currently prescribe the following limits:
            The mutual fund scheme shall not make any investment in;
            1.    any unlisted security of an associate or group company of the Sponsor; or
            2.    any security issued by way of private placement by an associate or group company of the Sponsor; or
            3.    the listed securities of group companies of the Sponsor which is in excess of 25% of the net assets of such scheme.
                  The above restrictions and limits are also applicable to this Scheme. The AMC will, before investing in the
                  securities of the group companies of the sponsor, evaluate such investments, the criteria for the evaluation being
                  the same as is applied to other similar investments to be made under the Scheme. Investments under the Scheme
                  in the securities of the group companies 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 on
     November 24, 2006
                                                        Grasim Industries Limited
         Equity
         Scheme Name                                                                    Units              Value            % to Nav

         Prudential ICICI Infrastructure Fund                                     250,000.00    668,637,500.00                  4.58%
         Prudential ICICI Balanced Fund                                            34,847.00     93,200,043.85                  1.93%
         Prudential ICICI Blended Plan - B                                         35,875.00     95,949,481.25                  6.74%
         Prudential ICICI Dynamic Plan                                             75,000.00    200,591,250.00                  1.43%
         Prudential ICICI Growth Plan                                              46,634.00    124,724,964.70                  2.84%
         Prudential ICICI Index Fund                                                  348.00        930,743.40                  1.18%
         Prudential ICICI Power                                                   200,000.00    534,910,000.00                  3.54%
         Prudential ICICI Spice Fund                                                   86.00        229,972.60                  2.08%
         Debt/ Bonds
         Prudential ICICI Fixed Maturity Plan Series. 28 - 16 Months Plan               19.00 188,069,729.76                   13.24%
         Prudential ICICI Income Multiplier                                             11.00    58,927,638.06                  1.13%
         Prudential ICICI Liquid Plan                                                  200.00 200,079,777.30                    0.17%
         Prudential ICICI Long Term Plan                                                10.00    49,029,231.23                 13.42%


                                                                                                                                             89
     Prudential ICICI Mutual Fund


                                                         Gwalior Chemical Industries
            Equity
            Scheme Name                                                                 Units          Value    % to Nav

            Prudential ICICI Tax Plan                                          1,000,000.00     91,400,000.00     1.68%


                                                            HCL Technologies Limited
            Equity
            Scheme Name                                                                 Units          Value    % to Nav

            Prudential ICICI Index Fund                                            1,233.00       777,159.90      0.99%
            Prudential ICICI - Discovery Fund                                    500,000.00 315,150,000.00        2.54%


                                                              Hero Honda Limited
            Equity
            Scheme Name                                                                 Units          Value    % to Nav

            Prudential ICICI Spice Fund                                                125.00      92,037.50      0.83%
            Prudential ICICI Index Fund                                                759.00     561,546.15      0.71%


                                                         Hero Honda Motors Limited
            Debt/Bonds
            Scheme Name                                                                 Units          Value    % to Nav

            Prudential ICICI Liquid Plan                                                50.00   50,000,000.00     0.04%
            Prudential ICICI Long term Floating Rate Plan                              100.00 100,000,000.00      3.83%
            Prudential ICICI Floating Rate Plan                                        170.00 170,000,000.00      1.10%


                                                         Hindalco Industries Limited
            Equity
            Scheme Name                                                                 Units          Value    % to Nav

            Prudential ICICI Infrastructure Fund                               1,237,327.00 160,605,044.60        1.10%
            Prudential ICICI Balanced Fund                                       273,215.00     48,577,627.00     1.01%
            Prudential ICICI Blended Plan - A                                  2,566,355.00 456,297,919.00        5.72%
            Prudential ICICI Blended Plan - B                                    100,485.00     17,866,233.00     1.26%
            Prudential ICICI Dynamic Plan                                      1,000,000.00 177,800,000.00        1.26%
            Prudential ICICI Growth Plan                                         383,211.00     68,134,915.80     1.55%
            Prudential ICICI Index Fund                                            4,475.00       784,663.00      1.00%
            Prudential ICICI Power                                             2,790,000.00 496,062,000.00        3.29%
            Prudential ICICI Spice Fund                                            1,146.00       192,620.45      1.74%
            Debt/Bonds
            Prudential ICICI Fixed Maturity Plan Series 28 - 16 Months Plan             19.00 187,932,638.07     13.23%
            Prudential ICICI - Monthly Income Plan                                      10.00   98,911,914.77     1.39%
            Prudential ICICI Income Multiplier Plan                                     19.00 187,932,638.07      3.60%
            Prudential ICICI Fixed Maturity Plan Series 34- 1 Year Plan A                2.00   19,782,382.95     1.26%
            Prudential ICICI Fixed Maturity Plan Yearly Series 25-
            15 Month Plan                                                               30.00 298,703,505.63     12.03%




90
                                                                                    Prudential ICICI Income Multiplier Fund


                                          Hindustan Lever Limited
Equity
Scheme Name                                                             Units               Value            % to Nav

Prudential ICICI Spice Fund                                          1,382.00        335,964.20                  3.04%
Prudential ICICI Index Fund                                          8,391.00      2,037,334.80                  2.59%
Prudential ICICI Growth Plan                                       427,481.00 103,792,386.80                     2.36%
Prudential ICICI FMCG Fund                                         215,000.00     52,202,000.00                  5.17%


                                              ICICI Bank Limited
Equity
Scheme Name                                                          Units                  Value            % to Nav

Prudential ICICI Index Fund                                      3,397.00          2,965,071.45                  3.76%
Prudential ICICI Income Multiplier Plan                         65,200.00         56,909,820.00                  1.09%
Prudential ICICI Services Industries Fund                      108,919.00         95,069,949.15                  2.42%
Prudential ICICI - Monthly Income Plan                          67,800.00         59,179,230.00                  0.83%
Prudential ICICI Balanced Fund                                 110,041.00         96,049,286.85                  1.99%
Prudential ICICI -Child Care Gift Plan                          20,000.00         17,457,000.00                  1.72%
Prudential ICICI Growth Plan                                   119,759.00        104,531,643.15                  2.38%
Prudential ICICI Power                                         150,000.00        130,927,500.00                  0.87%
Prudential ICICI Spice Fund                                      1,119.00            978,621.45                  8.85%
Debt/Bonds
Prudential ICICI Fixed Maturity Plan - Series 28            13,450,000.00       1,345,000,000.00                19.30%
Prudential ICICI Fixed Maturity Plan 32_1Month PLAN A        2,850,000.00         285,000,000.00                14.83%
Prudential ICICI Fixed Maturity Plan 32_3Months Plan C      14,500,000.00       1,450,000,000.00                19.56%
Prudential ICICI Fixed Maturity Plan 32_3Months Plan D      17,000,000.00       1,700,000,000.00                19.18%
Prudential ICICI Fixed Maturity Plan 34_1 Year Plan A        2,500,000.00         250,000,000.00                15.96%
Prudential ICICI Fixed Maturity Plan Yearly Series 25-
15 Month Option                                                250,000.00        25,000,000.00                   1.01%
Prudential ICICI Hybrid Fixed Maturity Plan -13Months Plan 15,000,000.00      1,500,000,000.00                  18.66%
Prudential ICICI Infrastructure Fund                           789,000.00        78,900,000.00                   0.54%
Prudential ICICI Long Term Floating Rate Plan                3,810,000.00       429,940,543.00                  16.46%
Prudential ICICI Services Industries Fund                      403,919.00       124,569,949.15                   3.17%
Prudential ICICI - Discovery Fund                            1,065,000.00       106,500,000.00                   0.86%
Prudential ICICI - Monthly Income Plan                         954,800.00       147,879,230.00                   2.08%
Prudential ICICI Balanced Fund                               1,460,041.00       231,049,286.85                   4.79%
Prudential ICICI Blended Plan - A                           12,107,000.00     1,210,700,000.00                  15.17%
Prudential ICICI Blended Plan - B                            1,765,000.00       176,500,000.00                  12.40%
Prudential ICICI -Child Care Gift                              151,000.00        30,557,000.00                   3.01%
Prudential ICICI Dynamic Plan                                3,077,000.00       307,700,000.00                   2.19%
Prudential ICICI Emerging Star                                 770,000.00        77,000,000.00                   0.68%
Prudential ICICI Flexible Income Plan                        1,600,000.00       160,000,000.00                  10.20%
Prudential ICICI Floating Rate Plan                         20,190,000.00     2,019,000,000.00                  13.04%
Prudential ICICI FMCG Fund                                     100,000.00        10,000,000.00                   0.99%
Prudential ICICI Fusion Fund                                   880,000.00        88,000,000.00                   1.27%
Prudential ICICI Growth Plan                                   595,000.00        59,500,000.00                   1.35%
Prudential ICICI Income Multiplier Plan                      1,071,000.00       107,100,000.00                   2.05%
Prudential ICICI Liquid Plan                               164,480,000.00    16,448,000,000.00                  14.23%
Prudential ICICI Power                                       2,198,000.00       219,800,000.00                   1.46%
Prudential ICICI Short Term Plan                             7,470,000.00       747,000,000.00                   6.94%
Prudential ICICI Sweep Plan                                1,600,000.00          160,000,000.00                 12.68%
Prudential ICICI Tax Plan                                    230,000.00           23,000,000.00                  0.42%




                                                                                                                              91
     Prudential ICICI Mutual Fund


                                                          India Nippon Electricals Ltd
            Equity
            Scheme Name                                                              Units            Value   % to Nav

            Prudential ICICI - Discovery Fund                                   472,727.00    93,859,945.85     0.76%


                                                     Indian Petrochemicals Corporation Ltd
            Equity
            Scheme Name                                                              Units            Value   % to Nav

            Prudential ICICI Index Fund                                           1,143.00      326,783.70      0.41%
            Prudential ICICI Blended Plan - A                                   925,100.00   264,486,090.00     3.31%


                                                                  ITC Limited
            Equity
            Scheme Name                                                              Units            Value   % to Nav
            Prudential ICICI Tax Plan                                       1,300,000.00     233,480,000.00     4.30%
            Prudential ICICI Balanced Fund                                      731,853.00   131,440,798.80     2.72%
            Prudential ICICI Dynamic Plan                                   5,300,000.00     951,880,000.00     6.77%
            Prudential ICICI FMCG Fund                                          404,720.00    72,687,712.00     7.19%
            Prudential ICICI - Monthly Income Plan                              216,175.00    38,825,030.00     0.55%
            Prudential ICICI Index Fund                                          14,291.00     2,566,663.60     3.26%
            Prudential ICICI Growth Plan                                        645,599.00   115,949,580.40     2.64%
            Prudential ICICI Fusion Fund                                    1,100,000.00     197,560,000.00     2.85%
            Prudential ICICI -Child Care Gift Plan                               87,770.00    15,763,492.00     1.55%
            Prudential ICICI Power                                          5,300,000.00     951,880,000.00     6.31%
            Prudential ICICI Spice Fund                                           3,294.00      590,943.60      5.34%


                                                         JET AIRWAYS INDIA LIMITED
            Equity
            Scheme Name                                                              Units            Value   % to Nav
            Prudential ICICI Index Fund                                            328.00       229,665.60      0.29%


                                                     Kalpataru Power Transmission Limited
            Equity
            Scheme Name                                                              Units            Value   % to Nav
            Prudential ICICI Infrastructure Fund                                364,000.00   332,477,600.00     2.28%
            Prudential ICICI Dynamic Plan                                       268,365.00   245,124,591.00     1.74%
            Prudential ICICI Emerging Star                                      290,822.00   265,636,814.80     2.34%
            Prudential ICICI Fusion Fund                                        156,000.00   142,490,400.00     2.05%


                                                           Larsen & Toubro Limited
            Equity
            Scheme Name                                                              Units            Value   % to Nav
            Prudential ICICI Spice Fund                                            315.00       436,889.25      3.95%
            Prudential ICICI Index Fund                                           1,066.00     1,477,795.80     1.88%
            Prudential ICICI -Child Care Gift                                     7,000.00     9,704,100.00     0.96%
            Prudential ICICI Balanced Fund                                      109,464.00   151,749,943.20     3.14%
            Prudential ICICI Dynamic Plan                                        75,000.00   103,972,500.00     0.74%

92
                                                                                Prudential ICICI Income Multiplier Fund


                                              Larsen & Toubro Limited
Equity
Scheme Name                                                           Units             Value            % to Nav
Prudential ICICI Growth Plan                                   126,900.00     175,921,470.00                 4.00%
Prudential ICICI Infrastructure Fund                           193,000.00     267,555,900.00                 1.83%
Prudential ICICI Services Industries Fund                       97,747.00     135,506,666.10                 3.44%
Prudential ICICI - Monthly Income Plan                          24,000.00      33,271,200.00                 0.47%
Prudential ICICI Power                                         100,000.00     138,630,000.00                 0.92%
Debt/Bonds
Prudential ICICI Fixed Maturity Plan Series 32_3
Months Plan D                                                 1,500,000.00    150,000,000.00                 1.69%
Prudential ICICI Fixed Maturity Plan Series 32_3
Months Plan C                                                         35.00   350,000,000.00                 4.72%


                                            Mahindra & Mahindra Limited
Equity
Scheme Name                                                           Units             Value            % to Nav
Prudential ICICI Power                                         700,000.00     586,110,000.00                 3.88%
Prudential ICICI - Monthly Income Plan                          65,000.00      54,424,500.00                 0.77%
Prudential ICICI Index Fund                                          927.00      776,177.10                  0.99%
Prudential ICICI Income Multiplier                              75,008.00      62,804,198.40                 1.20%
Prudential ICICI Growth Plan                                   181,919.00     152,320,778.70                 3.47%
Prudential ICICI -Child Care Gift                               46,412.00      38,860,767.60                 3.83%
Prudential ICICI Dynamic Plan                                  500,000.00     418,650,000.00                 2.98%
Prudential ICICI Balanced Fund                                 123,978.00     103,806,779.40                 2.15%


                                               Maruti Udyog Limited
Equity
Scheme Name                                                           Units             Value            % to Nav
Prudential ICICI Spice Fund                                          144.00      131,342.40                  1.19%
Prudential ICICI Balanced Fund                                 146,500.00     133,600,675.00                 2.77%
Prudential ICICI Dynamic Plan                                  400,000.00     364,780,000.00                 2.59%
Prudential ICICI Growth Plan                                   121,705.00     110,988,874.75                 2.53%
Prudential ICICI Index Fund                                      1,099.00       1,002,233.05                 1.27%
Prudential ICICI Power                                         408,333.00     372,379,279.35                 2.47%


                                                   Thermax Limited
Equity
Scheme Name                                                           Units             Value            % to Nav
Prudential ICICI Power                                        1,274,600.00    487,088,390.00                 3.23%
Prudential ICICI -Child Care Gift                               90,000.00      34,393,500.00                 3.39%
Prudential ICICI Emerging Star                                 270,097.00     103,217,568.55                 0.91%




                                                                                                                          93
     Prudential ICICI Mutual Fund


                                                                       UCO BANK
               Debts/Bonds
               Scheme Name                                                                  Units                  Value          % to Nav

               Prudential ICICI Fixed Maturity Plan Yearly Series 5                     1,210.00        117,426,979.66              20.05%
               Prudential ICICI Fixed Maturity Plan Yearly Series12                       860.00         83,460,516.96                7.37%
               Prudential ICICI Fixed Maturity Plan - Series 28                            25.00           2,426,167.65               0.03%
               Prudential ICICI Floating Rate Plan                                         50.00           4,852,327.83               0.03%
               Prudential ICICI Fixed Maturity Plan Series 32_3
               Months Plan D                                                            2,855.00        277,444,015.00                3.13%


                                                                      Wipro Limited
               Equity
               Scheme Name                                                                  Units                  Value          % to Nav
               Prudential ICICI Spice Fund                                                359.00             211,935.65               1.92%
               Prudential ICICI Power                                                200,000.00         118,030,000.00                0.78%
               Prudential ICICI - MIP                                                 70,000.00          41,310,500.00                0.58%
               Prudential ICICI Index Fund                                              5,466.00           3,225,759.90               4.10%
               Prudential ICICI Growth Plan                                           50,000.00          29,507,500.00                0.67%
               Prudential ICICI Dynamic Plan                                         700,000.00         413,105,000.00                2.94%

     d)   PENALTIES & PENDING LITIGATIONS
          I.      Cases of penalties awarded by SEBI under the SEBI act or any of its regulations or any other regulatory body against the
                  sponsor of the mutual fund or any company associated with the sponsor in any capacity such as the asset management
                  company, trustee company/board of trustees, or any of the directors or key personnel of the asset management
                  company and trustee company:
          ICICI Bank: Nil
          Prudential Plc. & its associates:

               Date                 Company                           Description of Sanction

               27 January 1997      Prudential Personal Equity        PPEPL was reprimanded and fined £75,000 by IMRO for breaches
                                    Plans Limited (PPEPL)             of IMRO rules relating to its PEP business:
                                                                      - failed to carry out reconciliations and corrections of PEP client
                                                                      money accounts
                                                                      - failed to notify IMRO that these had not been done
                                                                      - failed to have adequate compliance arrangements in specific
                                                                      areas of its business.
               April 1999           M&G Financial Services            Following a regular Inland Revenue PEP audit, M&GFSL have
                                    Limited (M&GFSL)                  reached agreement to pay the following:
                                                                      - missing application forms - £550
                                                                      - incorrect handling of void PEPs - £3,250
                                                                      - accepting "paid for" as well as "free" shares during the take-on
                                                                      of Norwich Union windfall shares - £600 plus repayment of any
                                                                      wrongly claimed tax credits.
               29 October 2001      The Prudential Assurance          PAC was fined £650,000 by PIA for failures in its pensions review
                                    Company Limited (PAC)             procedures relating specifically to delays in making payments of
                                                                      redress to supplement pension policy benefits of those who had
                                                                      retired and beneficiaries of those who had died; and its record-
                                                                      keeping.
               6 March 2003         Scottish Amicable Life plc        SAL was fined £750,000 by the FSA in respect of sales of
                                    (SAL)                             mortgage endowments by its tied agents in 2000. Advisers did
                                                                      not place appropriate emphasis on identifying whether customers
                                                                      were prepared to take the risk that the endowment might not
                                                                      perform well enough to pay off the mortgage.

94
                                                                                             Prudential ICICI Income Multiplier Fund

  NB: Some fines and cost orders of $1000 and below made by State Insurance Departments in the US are excluded
from the above
 Associates of ICICI Bank
ICICI Securities Limited (ICICI Securities)
1.   ICICI Securities was awarded two penalty points by SEBI for non-submission of the Letter of Offer in the Rights issues
     of Siroplast Limited and Thane Electricity Company Limited during 1995 and one penalty point for non-submission of
     post-issue report in the public issue for Shree Rajasthan Texchem Limited.
2.   Two warning letters were issued by SEBI on October 2, 1998 in the public issue of Hindustan Motors Limited and on
     July 11, 2000 in the public issue of Cadilla Healthcare Limited respectively.
ICICI BROKERAGE SERVICES LIMITED (ICICI BROKERAGE)
1.   The NSE had, in its letter dated November 26, 2002 reference no NSE/INSP/ACT/2001-02/31487, reprimanded ICICI
     Brokerage and levied a penalty of Rs. 30,000/- subsequent to an inspection done by it. The penalty was with respect to
     the purported violations of short sales (three instances on March 9, 2001 and one instance on March 12, 2001) and
     the transfer of client shares to own account (12 instances during February-March 2001). However, ICICI Brokerage had
     made a representation to NSE requesting a waiver of the penalties, since these arose from genuine technical difficulties
     in the internet trading systems of ICICI Web Trade Limited, which had been using ICICI Brokerage to execute the trades
     on NSE. ICICI Brokerage had therefore requested NSE for a review of the penalty and submitted all necessary documents
     in support of this. NSE accepted ICICI Brokerage's representation and waived the above penalty.
2.   SEBI had issued a show cause notice to ICICI Brokerage with regard to the agency business done on behalf of one of
     its clients in the shares of Global Trust Bank. ICICI Brokerage replied to the show cause notice denying the allegations
     and findings of SEBI. Thereafter, SEBI granted a personal hearing on November 24, 2003. Subsequent to the hearing,
     SEBI vide its letter dated February 5, 2004 issued a show cause notice to ICICI Brokerage as to why the penalty of
     suspension of registration of ICICI Brokerage Services Limited for a period of four months as recommended by the
     enquiry officer should not be imposed. ICICI Brokerage had vide its letter dated February 23, 2004 submitted its reply
     to the said show cause notice denying all the allegations and the findings of the enquiry officer and that the charges
     against ICICI Brokerage stated in the show cause notice of February 5, 2004 be accordingly withdrawn. Further, ICICI
     Brokerage was granted a personal hearing before the Chairman, SEBI on March 18, 2004 wherein ICICI Brokerage was
     represented by its legal counsels. ICICI Brokerage re-iterated that it denied the allegations and findings of SEBI as
     stated in their show cause notice and also that the findings of SEBI were based merely on inferences and surmises
     without any proof of guilt or market manipulation part of ICICI Brokerage. A written submission of the arguments
     presented at the personal hearing was also forwarded to SEBI. The Chairman, SEBI vide order dated September 9, 2004
     discharged ICICI Brokerage from the proceedings in the said matter.
3.   As per normal practise, the BSE/NSE and SEBI from time to time conduct inspections of its member/registered brokers.
     Accordingly, a regular inspection was conducted by SEBI of ICICI Brokerage's books for the period April, 2001 to
     March, 2003. The inspection report had brought out certain irregularities such as difference of trade details in under
     separate accounts maintained by us; PAN not being quoted on contract notes in some cases and non-segregation of
     clients and our own funds. In this regard SEBI has vide its letter dated March 23, 2004 advised ICICI Brokerage to rectify
     the irregularities and warned it not to repeat the same in future.
4.   The NSE levied a penalty of Rs. 1,22,500/- on ICICI Brokerage for delayed submission of the 'WDM segment' Annual
     Compliance Report for 2002-2003. Whilst the fine has been debited, ICICI Brokerage has replied to the NSE stating its
     factual position and requested a reversal of the above penalty. The NSE thereafter placed the matter before its
     Disciplinary Action Committee, which has reduced the penalty to Rs. 1 lakh. ICICI Brokerage has sought a review of the
     said penalty. Upon review, NSE vide letter dated February 15, 2005 has absolved ICICI Brokerage of the iregularity and
     has waived the penalty.
ICICI venture Funds Management Company Limited (ICICI Venture)
1.   ICICI Equity Fund (the "Fund"), a fund managed by the ICICI Venture was originally registered with the SEBI as a
     Venture Capital Fund under the SEBI (Venture Capital Funds) Regulations, 1996 (hereinafter the "Regulations"). The
     Fund de-registered from SEBI in the year 2002. In this process, the Fund first amended its Private Placement Memorandum
     (PPM) and pursued investment objectives permitted under the amended PPM before completing the de-registration
     formalities. During the course of its investment activity, the Fund invested in certain securities, which were in excess of
     the limitations and restrictions imposed by the then prevailing Regulations. SEBI was of the view that the Fund should
     have completed the de-registration formalities before pursuing investments in the aforesaid securities. The Fund suo
     moto communicated these developments to SEBI and initiated a dialogue to conclude and regularize this matter. Upon
     consideration of the voluntary disclosures and representations made by ICICI Venture, SEBI vide its letter dated January
     9, 2003 communicated that the above procedural lapse had been viewed seriously and advised ICICI Venture to take
     due care in future and improve its compliance mechanisms and standards to avoid recurrence of such incidents.
2.   SEBI, Madras had issued a show cause notice dated May 31, 2002 to ICICI Venture alleging contravention of sub-
     Regulation 1 and sub-regulation 3 of Regulation 6 (for the year 1997) and sub-regulation 1 and sub-regulation 2 of
     Regulation 8 (for the years 1998, 1999, 2000 and 2001) of the Securities and Exchange Board of India (Substantial
     Acquisition of Shares and Takeovers) Regulation, 1997 for failure/delay in making the disclosure of its shareholding in
     Vimta Labs Limited. Adjudication proceedings were held. Based on the submissions made by ICICI Venture, SEBI vide
     order dated November 1, 2002 exonerated ICICI Venture from liability.


                                                                                                                                       95
     Prudential ICICI Mutual Fund

          ICICI Investment Management Company Limited (ICICI Investment Management)
          1.    ICICI Investment Management is the asset management company of "ICICI Securities Fund", a mutual fund registered
                with the SEBI. SEBI had issued on May 22, 2000, a warning letter to ICICI Investment Management Limited for the lack
                of due diligence while submitting the offer document for ICICI CBO Fund.
          AMC: Nil
          The Trustee: Nil
          II.    Any pending material litigation proceedings incidental to the business of the mutual fund to which the sponsor of the
                mutual fund or any company associated with the sponsor in any capacity such as the AMC, Board of trustees/trustee
                company or any of the directors or key personnel is a party. Any pending criminal cases or economic offence 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.
          Criminal Cases Against ICICI Bank and / or its Directors
          1.    A criminal complaint (614 of 2001) was filed before the 4th Additional Chief Metropolitan Magistrate, Bangalore
                against ICICI Bank by Pelicorp Limited upon termination of the Direct Selling Agent Agreement between itself and
                ICICI Bank pursuant to certain RBI guidelines. ICICI Bank filed a criminal petition for quashing the complaint in the
                Karnataka High Court, which has granted interim stay in the matter. The matter is pending disposal.
          2.    A criminal complaint (1648 of 2001) was filed against ICICI Bank by Rajiv Aggarwal before the Chief Judicial Magistrate,
                Jaipur for wrongful dishonour of cheques. ICICI Bank has filed a revision petition in the High Court at Jaipur for
                quashing the order passed by the lower court. The High Court has stayed the proceedings of the lower court. Final
                arguments in the revision are yet to take place.
          3.    A criminal complaint (353 of 2003) was filed before the Additional Chief Metropolitan Magistrate, New Delhi by Mr.
                Anoop G. Chaudhury against ICICI Bank's Managing Director & Chief Executive Officer Shri K.V.Kamath, for sale of a
                vehicle, which had been involved in an accident. The investigation officer has filed the investigation report in the Court.
                The matter is pending hearing.
          4.    A criminal complaint (64 of 2002) was filed against 36 individuals including Mr. K. V. Kamath M.D. and CEO before the
                Court of the Chief Metropolitan Magistrate, Patiala House, New Delhi by Mr. M. M. Sehgal, the promoter of Sehgal
                Papers Limited (SPL). ICICI as part of a consortium of lenders led with IFCI Limited as lead institution had extended
                financial assistance to SPL. No summons has been issued to ICICI so far. Only a copy of the complaint filed by the
                Complainant has been served on ICICI.
          5.    Five criminal complaints (9419/S/2002 to 9423/S/2002) were filed against ICICI Bank before the 39th Court of Presidency
                Metropolitan Magistrate at Mumbai by the Municipal Corporation of Greater Mumbai (BMC) for violation of Section
                471 of the BMC Act read with Section 328-A thereof on grounds of non-payment of licence fees for the illuminated
                signboards at its ATM centres. ICICI Bank filed a writ petition (2377 of 2002) in the Bombay High Court challenging the
                applicability of the provisions of Sections 328 & 328-A of the BMC Act in respect of the ATM centres. The writ petition
                was dismissed. In appeal, ICICI Bank filed an SLP (24215 of 2002) in the Supreme Court. The Supreme Court has
                granted a stay against all prosecutions and proceedings by BMC in this regard. The Metropolitan Magistrate stayed the
                proceedings before it till the final disposal of SLP.
                Further, the BMC has also filed two similar complaints (88/M/2003 and 89/M/2003) before the 27th Court of Presidency
                Metropolitan Magistrate at Mumbai, against ICICI Bank. ICICI Bank submitted a copy of the Supreme Court's order to
                the Magistrate. The matter is pending disposal.
          6.    A criminal complaint (1472/ of 2002) was filed against ICICI Home Finance Company Limited (ICICI HFC) and also
                against some of ICICI Bank's Directors before the Metropolitan Magistrate's 26th Court at Borivli, Mumbai, by Ms.
                Dipali Gopani for alleged wrongful recovery of Rs. 3,150/- and non-return of title deeds. The complaint has been
                subsequently withdrawn against certain directors and is now pending against Ms. Lalita D. Gupte, Ms. Kalpana
                Morparia. An application for discharge of the Directors has been filed in the trial court, which is pending disposal.
          7.    A complaint (752 of 1997) was filed against 3i Infotech Services Ltd (erstwhile ICICI Infotech Services Limited) in the
                Consumer Redressal Forum, Hyderabad District, by a shareholder of ICICI, Shri. M.P.Jain regarding transfer of five
                shares inspite of a stop transfer request having been made by him which has since been disposed off. A crime number
                152 of 2001 was also filed against ICICI and 3i Infotech Ltd (erstwhile ICICI Infotech Limited) before the XI Metropolitan
                Magistrate, Secunderabad by the shareholder. The Magistrate has referred the matter to Marredpally Police Station,
                Secunderabad for investigation. ICICI filed a petition in the Andhra Pradesh High Court for quashing the criminal
                complaint filed before the XI Metropolitan Magistrate, Secunderabad and the High Court has granted a stay on the
                investigations being undertaken by the police department till further orders.
          8.    A criminal complaint was filed before the Judicial Magistrate First Class, Bhiwandi by Shri Sheikh Mohd. Khalid
                Munnavar a car insurance policy holder, for the alleged non-cognizable offences of criminal intimidation etc., against
                three officers of ICICI Lombard General Insurance Company Limited. Shri K V Kamath, MD & CEO of ICICI Bank Limited
                has also been named as accused in the complaint though no specific allegations are made against him except
                describing him as one of the officers of ICICI Lombard, and making an allegation that all four officers conspired in
                committing the offences. Shri K.V Kamath is a Non Executive Director on the board of ICICI Lombard. A writ petition
                was filed before the High Court, Mumbai seeking quashing of the criminal complaint on the grounds, inter alia, that
                it is false and baseless and the facts are contradictory. The High Court passed an Order, staying the proceedings before
                the Judicial Magistrate First Class, Bhiwandi. Thus, the proceedings in Criminal Complaint No. 2887 of 2002 filed
                against Shri K.V. Kamath and others are stayed.
96
                                                                                                  Prudential ICICI Income Multiplier Fund

    9.    Vijay Shankar Prasad the complainant - one of the debenture holder of Lloyds Finance & Investment Company Limited
          (LFICL) had filed a criminal complaint (Case No. - 2064(C) of 2000) for non receipt of interest and redemption amount
          from the aforesaid company, in the Court of Chief Judicial Magistrate, Patna (CJM). As ICICI Bank Ltd is acting as
          Trustees he has inter alia, impleaded Mr. K.V.Kamath, Managing Director, ICICI Ltd. The CJM court had taken
          cognizance of the offence and issued summons for appearance of the accused. Aggrieved by such direction, a criminal
          revision application was filed before the Sessions Judge, Patna. Upon hearing, the revision application was admitted
          and directions were issued staying the proceedings before CJM court and records were also called from the lower
          Court. The matter is fixed for hearing on April 29, 2005
    10. Shri Madan Gopal,. the complainant - one of debenture holder of Modern Denim Limited (MDL) had filed a criminal
        complaint (Case No. - 2175(C) of 2001) for non receipt of interest and redemption amount from the aforesaid
        company, in the Court of Chief Judicial Magistrate, Patna (CJM). As ICICI Bank Ltd is acting as Trustees he has inter alia,
        impleaded Shri Narayan Vaghul, Chairman ICICI Ltd. The CJM court had taken cognizance of the offence and issued
        summons for appearance of the accused. Aggrieved by such direction, a criminal revision application was filed before
        the Sessions Judge, Patna. Upon hearing, the revision application was admitted and directions were issued for staying
        the proceedings before CJM court and records were also called from the lower Court. The mater is fixed for hearing on
        April 29, 2005. However, the company has since paid the outstanding dues of the debenture holder and to this effect
        a Memorandum of Understanding (MOU) has also been executed between the complainant and the Company
    11.    The Enforcement Officer (Central) had filed a criminal complaint (Case No. - C/3606/03) before the Chief Metropolitan
          Magistrate, Kolkata (CMM) impleading Shri Prafulla Ranjan, Branch Manager and Shri K V Kamath, CEO & MD for
          violation of the provisions of Equal Remuneration Act 1976. ICICI Bank has already taken up the matter and replied
          to Labor Enforcement Officer (Central), Kolkata (LEO) and the Chief Labor Commissioner (Central), Ministry of Labor,
          Government of India, New Delhi for withdrawal of the complaint upon compliance of all the observations made by the
          LEO. Criminal revision application has been filed before High Court, Calcutta and the proceedings before CMM Court
          has been stayed till further order
    12. Seema Mungale has filed a criminal complaint (1876 of 2003) against ICICI Bank & all its Directors alleging that ICICI
        Bank has filed a false criminal complaint under section 138 of The Negotiable Instruments Act , against her by making
        false statements. ICICI Bank filed a writ petition in the Bombay High Court for quashing the complaint against the
        Directors and an interim order has been passed staying the criminal proceedings in the Magistrate's court at Pune
        against eleven Directors. A separate writ petition for quashing of the complaint has been filed in The Bombay High
        Court. The criminal case before the Magistrate at Pune and Writ Petitions filed at High Court, Bombay are pending
        disposal.
    13. Shri Deobrat Prasad has filed a criminal Complaint no. 153/04 before the Judicial Magistrate at Jamshedpur for taking
        forcible possession of his vehicle. In the complaint he has also inpleaded Shri K V Kamath, MD & CEO of ICICI Bank.
        Summons were issued in this regard. An application had been filed before the High Court of Jharkhand at Ranchi for
        quashing the proceedings in the said criminal complaint. The Ranchi High Court has passed an order staying further
        proceedings in the matter. Pursuant to such directionsthe Judicial Magistrate, Jamshedpur has also stayed further
        proceedings in the matter
    14. Three criminal complaints (2412/S/2003, 2413/S/2003 and 2414/S/2003) were filed by Inspectors, Security Guards
        Board, Greater Bombay & Thane District, in the year 2000 against erstwhile ICICI Limited (Since merged into ICICI Bank)
        ("ICICI") and Shri K.V.Kamath, M.D. & CEO, before the Metropolitan Magistrate, Mumbai, under the Maharashtra
        Private Security Guards Act, 1981 on the grounds that security guards were engaged from exempted security agencies
        even though ICICI was registered with the Security Guards' Board. The earlier notices in this regard were replied to
        stating that registration is only in respect of residential quarters for employees and not in respect of other establishments.
        ICICI Bank has filed a writ petition in the Bombay High Court for quashing of the complaint, which is pending disposal.
    15. Two criminal complaints (2415/S/2003 and 2416/S/2003) were filed by Inspectors, Security Guards Board, Greater
        Bombay & Thane District, in the year 2000 against ICICI Bank before the Metropolitan Magistrate, Mumbai, under the
        Maharashtra Private Security Guards Act, 1981, on the grounds that security guards have been engaged from
        unexempted security agencies. ICICI Bank has taken a stand that the exemption of security agencies continued on
        account of a previous High Court Order in the writ petition filed by certain security agencies. The complaints are
        pending disposal.
    16. Two criminal complaints (2347/S/2003 and 2349/S/2003) were filed by Inspectors, Security Guards Board, Greater
        Bombay & Thane District, in the year 2001 against ICICI Bank before the Metropolitan Magistrate, Mumbai, under the
        Maharashtra Private Security Guards Act, 1981 on the grounds that security guards have been engaged from unexempted
        security agencies. ICICI Bank has replied stating that the Security Guards were deployed on trial basis and are being
        replaced by Armed Guards. The complaints are pending disposal.
    17. Dinesh Kumar Singh an advocate has filed Criminal Contempt Proceedings against Directors of ICICI Bank Ltd in the
        Hon'ble High Court of Allahabad. The complainant alleges that his car was repossessed enroute his journey to court
        and hence he was prevented from attending the court. The matter is pending disposal.
8   Criminal Cases against associates of ICICI Bank
    ICICI Home Finance Company Limited (ICICI Home Finance)
    1.    A criminal complaint (1472/ of 2002) was filed against ICICI Home Finance Company Limited (ICICI HFC) and also
          against some of ICICI Bank's Directors before the Metropolitan Magistrate's 26th Court at Borivli, Mumbai, by Ms.
          Dipali Gopani for alleged wrongful recovery of Rs. 3,150/- and non-return of title deeds. The complaint has been
          subsequently withdrawn against certain directors and is now pending against Ms. Lalita D. Gupte, Ms. Kalpana
                                                                                                                                            97
     Prudential ICICI Mutual Fund

                Morparia. An application for discharge of the Directors has been filed in the trial court, which is pending disposal.
                There is a stay on this matter by the Bombay High Court hence no next date is given
          AMC
          1.    One of the Investors under Prudential ICICI Growth Plan had made investment to the tune of Rs. 50,00,000 under
                section 54EB of the Income Tax Act, 1961. In accordance with the legal opinion of the counsel of the Fund, the Fund
                is of the view that investments under section 54EB of the Income Tax Act, 1961 read with CBDT notification no. 10247
                dated December 19, 1996 and the Offer Document of Prudential ICICI Growth Plan, the units had to be locked-in for
                a period of seven years from the date of investment. However, the Investor had disputed this stand and had filed a
                petition against Prudential ICICI Asset Management Company Limited as one of the respondents in the Honourable
                Delhi High court seeking the direction of the Court for premature redemption of units. SEBI vide its order dated
                September 4, 2000, rejected the petitioner's claim for premature redemption of units.
                The Petitioner has subsequently approached the Securities Appellate Tribunal seeking release of money due upon
                redemption of units and payment of interest there on. The matter has been heard by the Tribunal and the Tribunal
                dismissed the petition of the investor.
                The investor has, once again, filed a writ in the High Court of Delhi challenging the order of the Tribunal, the Hon'ble
                Delhi High court has dismissed the appeal vide its order dated 8th February 2006.
          2.    Notice received from SEBI under Rule 4 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating
                Officer) Rules, 1995.
                AMC has received a notice from SEBI under Rule 4 of SEBI (Procedure for Holding Inquiry & Imposing Penalties by
                Adjudicating Officer) Rules, 1995. It has been alleged that Mutual Fund had switched the investments of some
                Provident Funds from Gilt schemes and failed to adhere to the norms pertaining to the systems, organisation, risk
                management, customer service etc. as laid down in the circulars issued by SEBI. AMC is in the process of submitting its
                reply to SEBI.
          The Trustee: Nil
          III. Any deficiencies in the systems and operations of the sponsor of the mutual fund or any company associated with the
               sponsor in any capacity such as the AMC or the trustee company which SEBI has specifically advised to be disclosed in
               the offer document, or which has been notified by any other regulatory agency.
          ICICI Bank & Its associates: Nil
                8.1.1
                8.1.2       Prudential plc. & Its associates

            Date                    Company                      Description of Sanction

            1995                    Prudential Corporation plc   PC was publicly criticised by the London Stock Exchange for the
                                    (PC)                         manner in which it dealt with authorisation of a dealing in
                                                                 Prudential shares by its then Chief Executive.

            December 1997           The Prudential Assurance X   The FSA issued a section 60 notice and a public statement
                                    (PC)                         criticising PAC's compliance arrangements with respect to its
                                                                 direct sales force.

          AMC: Nil
          The Trustee: Nil
          IV.    Any enquiry/adjudication proceedings under the SEBI Act and the regulations made there under, against the sponsor
                of the mutual fund or any company associated with the sponsor in any capacity such as the AMC, Board of Trustees/
                Trustee Company or any of the directors or key personnel of the AMC:
          8.1
          ICICI Bank & Its Associates: Nil
          8.2 Prudential Corporation plc & its associates:

            Date                    Company                      Description of Sanction

            April 1994/             The Prudential Assurance     In relation to The Prudential Assurance Company Limited (PAC).
            March 1995               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 was placed on a formal
                                                                 footing in March 1995. Following further discussions with LAUTRO,
                                                                 LAUTRO agreed not to take any disciplinary action and no charges
                                                                 were brought.


98
                                                                                Prudential ICICI Income Multiplier Fund


Date            Company                    Description of Sanction

1995-1997       The Prudential Assurance   A number of writs were issued by SIB from 1995 to 1997 in
                Company Limited (PAC)      connection with the mis-selling of personal pensions, mainly where
                                           a personal pension was taken out in preference to occupational
                                           scheme membership 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 have reached
                                           settlement via consent orders on the basis of payment of full
                                           compensation but without an admission of liability.
November/       Pru Banking                ITC Advertising Complaints Reports. Complaints were received from
December 1997                              3 viewers. An advertisement for a Prudential 60 Day Notice Account
                                           offered a rate of 7.5% gross per annum on £10,000 and included
                                           the statement "you won't find a better rate of interest for £10,000."
                                           Two viewers objected that a "better rate" of 7.6% could be obtained
                                           on £10,000 in a Legal & General 60 Day Notice Account. The third
                                           viewer objected that the rate of 7.5% in fact including a 1% loyalty
                                           bonus which only applied after £10,000 had been held in the account
                                           for 12 months.
                                           Assessment: Following a complaint on 17 October 1997, the ITC
                                           drew Teletext's attention to a higher rate of interest that was
                                           apparently being paid on a Legal & General account comparable to
                                           the Prudential's. Teletext immediately removed the Prudential
                                           advertisement from air pending investigations. These revealed that
                                           whilst Legal & General had introduced 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 20 October
                                           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 was still open after
                                           12 months and only two withdrawals had been made. They agreed
                                           that this was a significant condition which should have been made
                                           clear and instructed that subsequent advertising for this Prudential
                                           account should include details.
                                           The ITC agreed that the advertising had been misleading during the
                                           period that Legal & General had been offering a higher rate than
                                           Prudential and considered that the omission of details about the
                                           1% loyalty bonus had also rendered the advertisement misleading.
                                           Teletex had already removed the advertisement from air and would
                                           not permit it to return until the relevant amendments were made.
                                           Decision: Complaints upheld.
August 1998     The Prudential Assurance   Following an article in The Guardian concerning possible pensions
                Company Limited (PAC)      mis-selling, the PIA will be investigating 2 cases.
1998            The Prudential Assurance   An objection was received via the Trading Standards Department to
                Company Limited (PAC)      a leaflet that claimed "Save around £100 on home insurance". The
                                           complainant, who was given a quote for £16 more than 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 nine-tenths of
                                           customers who had switched their home insurance to Prudential
                                           had saved an average of £97.99. They argued that the claim was
                                           neither a price promise nor a guarantee that Prudential would always
                                           be the cheapest. The Authority noted that the leaflet stated elsewhere
                                           that "You could save money ...". It considered, however, that the
                                           claim implied that switching to the advertisers' household insurance
                                           policies always saved customers money. Because that was not true,
                                           the Authority asked the advertisers not to use the claim again.




                                                                                                                          99
      Prudential ICICI Mutual Fund


             Date                    Company                       Description of Sanction

             1998                    The Prudential Assurance      2 Complaints about advertisements in the national press:
                                     Company Limited (PAC)
                                                                    1. An objection to a national press advertisement that was headlined
                                                                   "Prudential announce a rate change of great interest to savers" and
                                                                   featured a table of interest rates for the advertisers' 60 Day Notice
                                                                   Account . One column of the table was headed "Monthly Rates (inc
                                                                   loyalty bonus)" and quoted annual interest rates for those who
                                                                   have their interest paid monthly. A footnote stated "The rates include
                                                                   a loyalty bonus of 1% gross pa (0.8% net pa) calculated daily and
                                                                   paid annually on the anniversary date. This is paid provided the
                                                                   account is still open and in the preceding 12 months no more than
                                                                   two withdrawals have been made and the balance has not been less
                                                                   than £2,000." The complainant objected that the advertisement
                                                                   was misleading because the loyalty bonus was not paid until the
                                                                   anniversary date.
                                                                   Adjudication: Complaint upheld. The advertisers said they believed
                                                                   the footnote explained that monthly interest was calculated excluding
                                                                   the loyalty bonus but accepted that the presentation of the
                                                                   advertisement could be confusing. The Authority considered that
                                                                   the advertisement was misleading and it welcomed the advertisers'
                                                                   intention to amend
                                                                   future advertisements to state monthly interest rates without the
                                                                   loyalty bonus, which they will show separately.
                                                                    2. An objection to a national press advertisement that was headlined
                                                                   "Why you'll be better off with Prudential because we're No. 1 in our
                                                                   field". The complainant challenged the claim.
                                                                   Adjudication: Complaint upheld. The advertisers submitted evidence
                                                                   that showed they were number one in some but not all the aspects
                                                                   of their pension and life insurance business. The Authority accepted
                                                                   that the advertisers claim was acceptable in relation to pensions and
                                                                   life insurance but considered that their information did not
                                                                   adequately substantiate the general claim that the advertisers were
                                                                   "No. 1" in their field. The Authority asked the advertisers to specify
                                                                   in future the sectors in which they could show they were "No. 1".
             May 2001                National Planning             State of Florida (Division of Securities & Finance) fined NPC $10,000
                                     Corporation (NPC)             for failing to register two branch offices. NPC were also required to
                                                                    sign a Stipulation and Consent Agreement.
             December 2001           National Planning             NPC have established a $6m claimants' fund after agreement with
                                     Corporation (NPC)              New York Attorney General (NYAG). This follows HYAG investigation
                                                                   into sale of payphones and leaseback arrangements of ETS
                                                                   payphones by representatives of NPC. NYAG allege that the sale
                                                                   constituted an unregistered securities offering.
             January 2002            Prudential Nominees           PNL was fined £5,000 by OPRA following a determination regarding
                                     Limited (PNL)                 the Ledo Limited Pension Plan (a SSAS) for which PNL is pensioner
                                                                   trustee. The fine is in respect of failing to appoint an auditor and
                                                                   other procedural failures.
             January 2002            Jackson National Life (JNL)   JNL have reached a settlement of Haggan case and the Andrews,
                                                                   Dunn and Gales cases linked to it for a sum of $10m. Finalised in
                                                                   January 2002, the terms of the settlement are confidential and should
                                                                   not be disclosed to third parties.
                                                                   - Despite the Haggan settlement above, further litigation regarding
                                                                   Ultimate interest sensitive policies continues in Michigan, Illinois,
                                                                   Mississippi and Louisiana. JNL continue to try and resolve Ultimate
                                                                   'vanishing premium' complaints on a fair and reasonable basis in
                                                                   order to avoid litigation where possible.




100
                                                                                                  Prudential ICICI Income Multiplier Fund

     AMC: Nil
     The Trustee: Nil
e)   BORROWING BY THE MUTUAL FUND
     Under the Regulations, the Fund is allowed to borrow to meet its temporary liquidity needs of the Fund for the purpose of
     repurchase, redemption of units or payment of interest or dividend to the Unitholders. Further, as per the Regulations, the
     Fund shall not borrow more than 20% of the Net Assets of the Scheme and the duration of such borrowing shall not exceed
     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 time
     and 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.
f)   STOCK LENDING BY THE MUTUAL FUND
     Subject to the Regulations and the applicable guidelines, the Scheme 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 exposure of more than 50% of its net assets in stock
     lending. The Plan may also not lend more than 50% of its net assets to any one intermediary to whom securities will be lent.
     The AMC shall report to the Trustee on a quarterly basis as to the level of lending 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. The
     Trustees shall offer their comments on the above aspect in the report filed with SEBI under sub-regulation 23(a) of
     Regulation 18.
G) POLICY ON OFFSHORE INVESTMENTS BY THE SCHEME
     SEBI vide Circular No. SEBI/ IMD/CIR No. 7/ 73202/ 06 Dated August 02,2006 currently permit mutual funds to invest in
     ADRs/GDRs/ Foreign Securities issued by Indian companies and notified foreign securities subject to certain prescribed
     limits.
     The Finance Bill 2006- 2007 has raised the aggregate ceiling for the Mutual Fund Industry to invest in ADRs/ GDRs issued
     by Indian Companies, equity of overseas companies listed on recognized stock exchanges, overseas and rated debt securities
     from US $1 billion to US $ 2 billion.
     Pursuant to SEBI Circular. The Mutual Fund can make investments in;
     i.    ADRs/ GDRs issued by Indian Companies
     ii.   Equity of overseas companies listed on recognized stock exchanges overseas
     iii. Foreign debt securities in the countries with fully convertible currencies, short term as long term debt instruments with
          highest rating (foreign currency credit rating) by accredited / registered credit rating agencies (like A- 1 / AAA by
          Standard & Poor, P- 1 / AAA by Fitch, IBCA etc.
     iv.   Government securities where the countries are AAA rated
     v.    Units / Securities issued by overseas mutual funds or unit trusts which invest in the aforesaid securities or are rated as
           mentioned above and are registered with overseas regulations.
           The investment in ADRs/ GDRs/ Foreign Securities by the Mutual Fund shall be within overall all limit of US $ 2 billion
           with a sub - ceiling for individual mutual funds which should not exceed 10 % of the net assets managed by them as
           on March 31 of each year, subject to a maximum of US $ 100 million per mutual fund. -
           It is the Investment Manager's belief that investment in ADRs/GDRs/ overseas securities offer new investment and
           portfolio diversification opportunities into multi-market and multi-currency products. However, such investments also
           entail additional risks. Such investment opportunities may be pursued by the Investment Manager provided they are
           considered appropriate in terms of the overall investment objectives of the Scheme and the Plans thereunder. Since the
           Scheme and the Plans thereunder would invest only partially in ADRs/GDRs/overseas securities, there may not be
           readily available and widely accepted benchmarks to measure performance of the Scheme and the Plans thereunder. To
           manage risks associated with foreign currency and interest rate exposure, the Fund may use derivatives for efficient
           portfolio management including hedging 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 and
           provided such investments do not result in expenses to the Fund in excess of the ceiling on expenses prescribed by and
           consistent with costs and expenses attendant to international investing. The Fund may, where necessary, appoint other
           intermediaries of repute as advisors, custodian/ sub-custodians etc. for managing and administering such investments.
           The appointment of such intermediaries shall be in accordance with the applicable requirements of SEBI and within the
           permissible ceilings of expenses. The fees and expenses would illustratively include, besides the investment management
           fees, custody fees and costs, fees of appointed advisors and sub-managers, transaction costs, and overseas regulatory
           costs.
           •    Risks attached with investments in ADRs/GDRs/ overseas securities:
                To the extent that the assets of the Schemes will be invested in securities denominated in foreign currencies, the
                Indian Rupee equivalent of the net assets, distributions and income may be adversely affected by the changes in
                the value of certain foreign currencies relative to the Indian Rupee. The repatriation of capital also may be

                                                                                                                                            101
      Prudential ICICI Mutual Fund

                       hampered by changes in regulations concerning exchange controls or political circumstances as well as the
                       application to it of the other restrictions on investment.
      H) INTER-SCHEME TRANSFERS
             The Fund may undertake inter-Scheme transfers under the Scheme. If such transfers are done they will be effected based on
             the weighted average traded price of the day of transfer either on the National Stock Exchange or the Bombay Stock
             Exchange, where ever the volumes are higher.
             In case of securities which are not traded on the Principal Stock Exchange / any other exchange, the inter-Scheme transfers
             will be affected based on fair valuation to be arrived at by the AMC with the approval of the Trustee.
      I) GENERAL INFORMATION
             •    Power to make Rules
                  Subject to the Regulations, the Trustee may, from time to time, prescribe such terms and make such rules for the
                  purpose of giving effect to the Scheme with power to the AMC to add to, alter or amend all or any of the terms and
                  rules that may be framed from time to time.
             •    Power to remove Difficulties
                  If any difficulties arise in giving effect to the provisions of the Scheme, the Trustee may, subject to the Regulations, do
                  anything not inconsistent with such provisions, which appears to it to be necessary, desirable or expedient, 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
                  of investment plans and terms of the Scheme after obtaining the prior permission of SEBI and Unitholders (where
                  necessary), and the same shall be binding on all the Unitholders of the Scheme and any person or persons claiming
                  through or under them as if each Unitholder or such person expressly had agreed that such features and terms shall be
                  so binding.
             •    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 to time.
             9.   Indian Trust Act, 1882.
                  Notwithstanding anything contained in this document, the provisions of the SEBI (Mutual Funds) Regulations,
                  1996 and the Guidelines thereunder shall be applicable.
             Note: The Scheme under this Offer Document was approved by the Directors of Prudential ICICI Trust Limited by circulation
             on December 11,2003.


                                                                                            For and on behalf of the Board of Directors of
                                                                               Prudential ICICI Asset Management Company Limited


                                                                                                                                        Sd/-
                                                                                                                            Pankaj Razdan
                                                                                                                       Managing Director
      Place       :    Mumbai
      Date        :     December 8,2006




102
                                                                                                       Prudential ICICI Income Multiplier Fund

                               FORM FOR NOMINATION / CANCELLATION OF NOMINATION

                                      (to be filled in by individual (s) applying singly or jointly)


I / We ___________ and ____________________ * do hereby nominate the person more particularly described hereunder/ and
/ cancel the nomination made by me / us on the ___________ day of ___________ in respect of the units bearing No. ________.

(* strike out which is not applicable)


Name and Address of Nominee
a:… … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … …
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( to be furnished in case the Nominee is a minor)
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       i     i         i
*T eN m e sam ow oeg adni:… … … … … … … … … … … … … … … … … … … … … .
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……………………………………………………………………………………………………………
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S n t r ot eg ad n:… … … … … … … … … …
(* to be deleted if not applicable)
Unitholder(s)1)Signature:………………………………..
……………………………………………………………………………………………………
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N… … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … …
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____________________________________________________________________________________________________________
Instructions :
1.   The nomination can be made only by individuals applying for / holding units on their own behalf singly or jointly. Non-
     individuals including society, trust, body corporate, partnership firm, Karta of Hindu Undivided Family, holder of Power of
     Attorney cannot nominate. If the units are held jointly, all joint holders will sign the nomination form. Space is provided as
     a specimen, if there are more joint holders more sheets can be added for signatures of holders of units and witnesses.
2.   A minor can be nominated and in that event, the name and address of the guardian of the minor nominee shall be
     provided by the unit holder. Nomination can also be in favour of the Central Government, State Government, a local
     authority, any person designated by virtue of his office or a religious or charitable trust
3.   The Nominee shall not be a trust other than a religious or charitable trust, society, body corporate, partnership firm, Karta
     of Hindu Undivided Family or a Power of Attorney holder. A non-resident Indian can be a Nominee subject to the exchange
     controls in force, from time to time.
4.   Nomination in respect of the units stands rescinded upon the transfer of units.
5.   Transfer of units in favour of a Nominee shall be valid discharge by the asset management company against the legal heir.
6.   The cancellation of nomination can be made only by those individuals who hold units on their own behalf singly or jointly
     and who made the original nomination.
7.   On cancellation of the nomination, the nomination shall stand rescinded and the asset management company shall not be
     under any obligation to transfer the units in favour of the Nominee."




                                                                                                                                                 103
             Official Points of acceptance of transactions under all the schemes of Prudential ICICI Mutual Fund

Branches of Prudential ICICI Asset                              •   New Delhi: 206, Ashoka Estate, 2nd floor, 24,            •   Jamshedpur: CAMS Transaction Point, Panch Bhawan,
Management Company Ltd. located at:                                 Barakhamba Road, New Delhi 110 001. Tel: (011)               ‘R’ Road, Bistupur, Gr. Floor, (Near Rajasthan Bhawan),
•   Ahmedabad: 401, Sears Towers, Nr. Panchawati,                   23752515/16/17/18                                            Jamshedpur 831 001. Tel: 0657-310 5930
    Gulbai Tekra, Ahmedabad 380 006. Tel: (079)                 •   Patna: 306, Ashiana Harnivas, Dak Bungalow Road,         •   Jodhpur: Cams Transaction Point, 1/5 Nirmal Tower,
    26421095/96, 26408960 / 9029                                    Patna 800 001. Tel: (0612) 2230 483, 2213632,                1st Chopasani Road, Jodhpur 342003. Tel: 0291-309
•   Bangalore: 15/16, Vayudooth Chambers, Ground Floor,             2204164                                                      2892 / 262 8039
    Trinity Circle, M. G. Road, Bangalore 560 001. Tel: (080)   •   Pune: 1184/4, 3& 4 Ground Foor, Gokul Nagar,
    25323789, 25323675/76, 25323680                                 Dyaneshwar Paduka Chowk, Fergusson college Road,         •   Madurai: CAMS Transaction Point, 86/71A,
                                                                    Pune 411005. Tel:(020) 56028844, 56023909                    Tamilsangam Road, Madurai 625 001.
•   Baroda: 203 Dwarkesh Complex, RC Dutt Road, Baroda
    390 007. Tel: (0265) 2322283 / 84                           •   Rajkot: 103, Star Plaza, Phul Chaab Chowk,               •   Manipal: CAMS Transaction Point, Academy Annex,
•   Bhubaneswar: 2nd Foor, Epari Plaza, Plot No. C-653,             Rajkot 360 001. Tel: (0281) 2294299                          First Floor, Opposite Corporation Bank, Upendra Nagar,
    Unit-3, Janpath, Bhubaneswar, Orissa. Tel: (0674)           •   Ranchi: C/o. Bytes Care, I / 103, Sainik Market, Main        Manipal 576 104. Tel: 0820-257 3333, 529 2033
    2535805, 2535806                                                Road, Ranchi-834 001. Mobile: 9835039770                 •   Meerut: CAMS Transaction Point, 108, 1st Floor,
•   Chandigarh: SCO 137-138 Ist Floor, Sector 9-C,              •   Surat: 419, Lalbhai Contractor Complex, Nanpura,             Shivam Plaza, Opposite Eves Cinema, Hapur Road,
    Chandigarh 160 017. Tel: (0172) 2745302/3/2746195               Surat 395001, Gujarat. Tel. (0261) 2460362,                  Meerut 250 002. Tel: 0121-2400 700
•   Chennai: No. 22/4, Aashika Chambers, Chamiers Road,             9824272250
                                                                                                                             •   Mysore: CAMS Transaction Point, No.3, 1st Floor,
    Teynampet, Chennai 600018. Tel: (044) 2433 8228/9           •   Vijayawada: 40-1-52/5,Ground Floor, Sai Nag                  CH.26 7th Main, 5th Cross (Above Trishakthi Medicals),
•   Coimbatore: Old No:58, New No.126, 1st floor, TV                Complex, Near Benz Circle, M.G.Road, Vijayawada 520          Saraswati Puram, Mysore 570 009. Tel: 0821-309 1244 /
    Swamy Road (West), R.S. Puram, Coimbatore 641 002.              010. Tel: (0866) 5518882, 5516662, 9848050868                234 2182
    Tel: (0422) 2543380/2543382/2543384                         •   Visakhapatanam: G-8, Rams Plaza, Diamond Park
                                                                    Lane, Dwarkanagar, Visakhapatanam 530 016. Tel:          •   Nagpur: CAMS Investor Service Centre, 145 Lendra
•   Durgapur: Mezzanine Floor, Lokenath Mansion, Sahid                                                                           Park, Behind Shabari, New Ramdaspeth, Nagpur 440
    Khudiram Sarani, City Centre, Durgapur, Dist: Burdwan,          (0891) 5566 333, 5566 318, 2762 660, 9848194249
                                                                                                                                 010. Tel: (0712) 253 2447, 253 7321
    West Bengal - 713216. Tel: (0343) 2544682. Fax: (0343)
    2544683                                                     Branches of Computer Age Management                          •   Nasik: CAMS Investor Service Centre, “Varsha
•   Goa: Shop No. 7, Ground Floor, Kamat Chambers, Opp.         Services Pvt. Ltd. (CAMS) located at:                            Bungalow”, 1st Floor, Near Rungtha High School, 493,
    Hotel Neptune, Menezes Braganza Road, Panjim 403                                                                             Ashok Stambh, Nasik 422 001.
                                                                •   Agra: CAMS Transaction Point, F-39/203, Sky Tower,
    001. Tel: (0832) 2424520/11                                     Sanjay Place, Agra 282 002. Tel: 0562-252 1812           •   Patiala: CAMS Transaction Point, 3, Ajit Nagar, Patiala
•   Guwahati: Jadavbora Complex, M. Dewan Path,                 •   Allahabad: CAMS Transaction Point, 1st Floor, Chandra        147 001.
    Ullubari, Guwahati 781007. Mobile: 9864025593                   Shekhar Azad Complex (Near Indira Bhawan), 5, S.P.       •   Pondicherry: CAMS Transaction Point, 25, First Floor,
•   Hyderabad: L.B. Bhavan, 6-3-550 Somajiguda, (Opp.               Marg, Civil Lines, Allahabad 211 001. Tel: 0532-260          Jawaharlal Nehru Street, Pondicherry 605 001. Tel:
    Medinova), Hyderabad 500082. Tel: (040)                         1602                                                         0413-222 0575 / 233 5722
    55510099/100                                                •   Amaravati: Cams Transaction Point, 81, Gulsham
•   Indore: 213-A City Center, 570 M.G. Road, Indore-452            Tower, Near Panchsheel, Amaravati 444 601                •   Raipur: CAMS Transaction Point, C-23, Sector 1,
    001. Tel: (0731) 5043003 / 5043004                                                                                           Devendra Nagar, Raipur 492004. Tel: 0771-309 0830
                                                                •   Amritsar: CAMS Transaction Point, 378-Majithia
•   Jaipur: 305, 3rd floor, Ganpati Plaza, M.I. Road, Jaipur        Complex, 1st Floor, M. M. Malviya Road,                  •   Rajahmundry: CAMS Transaction Point, D.No 7-27-4
    302 001. Tel: (0141) 2388724, 2362257, 5106161                  Amritsar 143 001. Tel: 0183-221 1194                         Krishna Complex, Baruvari Street, T Nagar,
•   Kanpur: 516-518, Krishna Tower, 15/63 Civil Lines,          •   Aurangabad: CAMS Transaction Point, Office No. 1, 1st        Rajahmundry 533 101. Tel: 0883-5565531
    Opp. U.P. Stock Exchange, Kanpur-208001. Tel: (0512)            Floor, Amodi Complex, Juna Bazar, Aurangabad             •   Rourkela: Cams Transaction Point, 1st Floor, Mangal
    2303505/ 2303520                                                431 001. Tel: 0240-2363 664                                  Bhawan, Phase II, Power House Road, Rourkela - 769
•   Kochi: No. 6, 3rd floor, Emgee Square, M.G. Road,           •   Belgaum: CAMS Transaction Point, No. 21, Ground              001.
    Kochi 682 035. Tel: (0484) 2353 199/2371 809 & 3097             Floor, Arvind Complex, 1552 Maruti Galli, Belgaum 590
    458                                                             002. Tel: 0831-2425 305                                  •   Salem: CAMS Transaction Point, 28, I Floor, Advytha
                                                                                                                                 Ashram Road, Salem 636 004. Tel: 0427-244 6338
•   Kolkata: 124, Lords, 1st Floor, 7/1 Lord Sinha Road,        •   Bhilai: CAMS Transaction Point, 209 , Khichariya
    Kolkata 700 071. Tel: (033) 2282 4077/82                        Complex, Opp IDBI Bank, Nehru Nagar Square,              •   Siliguri: CAMS Transaction Point, No 8, Swamiji Sarani,
•   Lucknow: Office No.6, Ground Floor, Saran Chambers-I,           Bhilai 490 020. Tel: 0788-505 0568                           Ground Floor, Hakimpara, Siliguri 734 401. Tel: 0353-
    5 Park Road, Lucknow 226 001. Tel: (0522)                   •   Bhopal: CAMS Transaction Point, C-12, 1st Floor,             221 6065
    237923/717/711                                                  Above Life Line Hospital, Zone-I, M.P.Nagar,             •   Thiruvananthapuram: CAMS Transaction Point,
•   Ludhiana: SCO 147, 4th Floor, Feroze Gandhi Market,             Bhopal 462011 (M.P.). Tel: 0755-528 5266                     15/2012, Sheelatha Building, Womens' College Lane,
    Ludhiana 141 001. Tel: (0161) 2413101/2/4                   •   Calicut: Cams Transaction Point, 17/28 H 1st Floor,          Vazuthacadu, Trivandrum 695014. Tel: 0471-3950 414
•   Mangalore: 1st Floor, S. L. Chambers, Near Bunt’s               Manama Towers, Marvoor Road, Calicut 673 001. Tel:
                                                                                                                             •   Trichur: CAMS Transaction Point, VIII/350/15, O K John
    Hostel Road, Karangalpady, Mangalore 575003. Tel:               0495-272 3173
                                                                                                                                 Memorial Building, Ekkanda Warrier Road,
    (0824) 2492179, 2491666                                     •   Dehradun: CAMS Transaction Point, 81, Chakrata               Trichur 686 001. Tel: 0487-242 0646
•   Mumbai-Corporate Office: Peninsula Tower, 5th                   Road, Dehradun 248 001. Tel: 0135-271 3233
                                                                                                                             •   Trichy: CAMS Transaction Point, No 8, I Floor, 8th Cross
    Floor, 503, Peninsula Corporate Park, Ganpatrao Kadam       •   Guntur: CAMS Transaction Point, Shyamsunder Golden
                                                                                                                                 West Extn., Thillainagar, Trichy 620 018. Tel: 0431-274
    Marg, Off. Senapati Bapat Marg, Lower Parel, Mumbai-            Towers, Ground Floor, 3rd Lane, Brodipet, Adjacent to
                                                                                                                                 1717
    400 013. Telephone No.: 022-24999777 Fax No.: 022-              Over-bridge, Guntur 522 002. Tel: 0863-5580 838
    2499 7029                                                   •   Hubli: CAMS Transaction Point, No. 208, ‘A’ Block, 1st   •   Udaipur: CAMS Transaction Point, 32, Ahinsapuri,
•   Mumbai - Branch Office (Fort): Yeshwant Chambers,               Floor, Kundagol Complex, Opp. Court, Club Road, Hubli        Fatehpura Circle, Udaipur 313 004. Tel: 0294-3091722
    Shop No. 6, Ground Floor, 14/18, Burjoji Bharuch Marg,          580 029.                                                 •   Valsad: C/o. CAD House, Suddhivinayak Complex, F-1,
    Kalaghoda, Fort, Mumbai-400 023. Tel: (022)                 •   Jalandhar: CAMS Transaction Point, 367/8, Central            First Floor, Avenue Building, Near R. J. J. School, Tithal
    22679676/22697989                                               Town, Opp. Gurudwara Diwan Asthan,                           Road, Valsad 396 001.
•   Mumbai - Branch Office (Bandra): 101, Deccan                    Jalandhar 144 001. Tel: 0181-2456336
    House, Off Turner Road, Behind Copper Chimney, Near                                                                      •   Varanasi: CAMS Transacation Point, C 27/249 - 22A,
                                                                •   Jamnagar: CAMS Transaction Point, 207/209, K.P. Shah
    Bandra Station, Bandra (W), Mumbai-400 050. Tel:                                                                             Vivekanand Nagar Colony, Maldhaiya,
                                                                    House I, K.V. Road, Jamnagar 361 001. Tel: 0288-255
    (022) 26404065/66                                                                                                            Varanasi 221 002. Tel: 0542-220 8546/ 311 3810.
                                                                    8467/ 3111909

				
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posted:12/23/2011
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