Dynamic Plan Offer ument Nov

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					                                                      OFFER DOCUMENT




               Prudential ICICI Dynamic Plan
                                               An Open Ended Equity Fund

                                                                         from




                              Issue of Units of Rs.10/- per Unit at NAV based prices

                                      Offer open for on-going purchases and sale



Sponsors:                     Prudential plc (formerly known as Prudential Corporation plc) (through its wholly owned subsidiary, Prudential Corporation
                              Holdings Limited): Laurence Pountney Hill, London EC4R 0HH, United Kingdom;
                                                                             and
                              ICICI Bank Limited: Registered Office: Landmark, Race Course Circle, Vadodara 390 007, India.


Investment Manager:           Prudential ICICI Asset Management Company Limited
                              Registered Office: 206 Ashoka Estate, 2nd Floor, Barakhamba Road, New Delhi 110 001.
                              Corporate Office: Contractor Building, 3rd Floor, 41, R. Kamani Marg, Ballard Estate, Mumbai 400 038.


Trustee:                      Prudential ICICI Trust Limited
                              Registered Office: 206 Ashoka Estate, 2nd Floor, Barakhamba Road, New Delhi 110 001.


The particulars of Prudential ICICI Dynamic Plan, the mutual fund Scheme           This Offer Document contains information necessary for an investor to
offered under this Offer Document, have been prepared in accordance                make an informed investment decision in the Scheme described herein.
                                                                                   Investors should carefully read the Offer Document prior to making an
with the Securities and Exchange Board of India (Mutual Funds)
                                                                                   investment decision and retain the Offer Document for future reference.
Regulations, 1996, as amended till date, and filed with the Securities and         Investors may note that this Offer Document remains effective until a
Exchange Board of India, and the Units being offered for public                    material change occurs. Material changes shall be filed with SEBI and
subscription have not been approved or disapproved by the Securities and           circulated to all Unit holders or may be publicly notified by advertisements
                                                                                   in the newspapers subject to the applicable regulations.
Exchange Board of India nor has the Securities and Exchange Board of
                                                                                   The offer document sets forth concisely; the information about the scheme
India certified the accuracy or adequacy of the Offer Document.                    that a prospective investor ought to know before investing.
    Prudential ICICI Mutual Fund

                                                       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.
    The Prudential ICICI Mutual Fund (the Fund) and the Prudential ICICI Asset Management Company Limited (the AMC), have
    not authorized any person to give any information or make any representations, either oral or written, not stated 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.
    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.46.00 and UK£ and Indian Rupee at 1£=Rs.83.7698.
    This Offer Document is dated September 9, 2004.




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                                                                                                                                               Prudential ICICI Monthly Income Plan


                                                                    TABLE OF CONTENTS

1.   Highlights               .......................................................................................................................................         6
2.   Risk Factors             .......................................................................................................................................         8
3.   Due Diligence Certificate .......................................................................................................................                      11
4.   Definitions ..............................................................................................................................................             12
5.   Summary – Prudential ICICI Dynamic Plan ...........................................................................................                                    14
6.   Constitution of the Mutual Fund ...........................................................................................................                            15
     a)       The Sponsors ...................................................................................................................................              15
     b)       The Trustee Company ......................................................................................................................                    16
              i)       Directors ................................................................................................................................           16
              ii)      Rights and Obligations of the Trustee ...................................................................................                            17
              iii)     Trusteeship Fees .....................................................................................................................               19
     c)       Management of Asset Management Company ..............................................................................                                         19
              i)       Board of Directors of the AMC ..............................................................................................                         20
              ii)      Powers, Duties & Responsibilities of the AMC .......................................................................                                 22
              iii)     Key Employees of AMC & relevant experience .......................................................................                                   23
              iv)      Fund Manager .......................................................................................................................                 26
              v)       Compliance Officer ................................................................................................................                  26
              vi)      Investor Relations Officer .......................................................................................................                   27
     d)       Auditors        .......................................................................................................................................       27
     e)       Registrar       .......................................................................................................................................       27
     f)       Custodian .......................................................................................................................................             27
7.   Investment Objectives & Policies - Prudential ICICI Dynamic Plan ......................................................                                                28
     Fundamental Attributes of the Scheme .....................................................................................................                             28
     a)       Type of the Scheme .........................................................................................................................                  28
     b)       Investment Objective .......................................................................................................................                  28
     c)       Investment Pattern ..........................................................................................................................                 28
     d)       Investment Strategy .........................................................................................................................                 28
     e)       Change in Investment Pattern .........................................................................................................                        33
     f)       Terms of the Scheme .......................................................................................................................                   33
     g)       Change in Fundamental Attributes .................................................................................................                            35
     h)       Portfolio Turnover ...........................................................................................................................                35
     i)       Procedure followed for investment decisions ..................................................................................                                35
     j)       Risk factors and special consideration ............................................................................................                           36
     k)       Investment Restrictions for the Scheme ..........................................................................................                             38
     l)       Underwriting by the Fund ...............................................................................................................                      39
     m)       Computation of Net Asset Value .....................................................................................................                          39
     n)       Accounting Policies & Standards .....................................................................................................                         43
8.   Units & The Initial Offer .........................................................................................................................                    46
     General Information .................................................................................................................................                  46
     a)       Minimum Subscription Amount ......................................................................................................                            46
     b)       Offer Price for on-going subscriptions ............................................................................................                           46
     c)       Minimum Amount for Application ..................................................................................................                             46
     d)       Initial Issue Expenses .......................................................................................................................                46
     e)       Options offered under the Scheme .................................................................................................                            46
     f)       Pledge of Units for Loans ................................................................................................................                    46
     g)       Systematic Investment Plan (SIP) ......................................................................................................                       47

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    Prudential ICICI Mutual Fund


           h)      Systematic Withdrawal Plan (SWP) ...................................................................................................                  47
           i)      Systematic Transfer Plan (STP) ..........................................................................................................             47
           j)      How to Switch .................................................................................................................................       48
           k)      Who can invest? ..............................................................................................................................        48
           l)      How to apply? .................................................................................................................................       48
                   Purchase of Units on on-going basis ...............................................................................................                   48
                   i.       Purchase Price ........................................................................................................................      49
                   ii.      How to Purchase? ..................................................................................................................          49
                   iii.     Applicable NAV ......................................................................................................................        49
                   iv.      Cut-off time for purchase ......................................................................................................             50
                   v.       Cooling-off period for web based transactions .....................................................................                          50
                   vi.      NRIs & FIIs ..............................................................................................................................   50
                   vii.     Mode of Payment on Repatriation Basis ................................................................................                       50
                   viii.    Mode of Payment on Non-Repatriation Basis ........................................................................                           50
                   ix.      Application under POA/BC/RS/Trust/Partnership ....................................................................                           50
                   x.       Joint Applicant .......................................................................................................................      51
                   xi.      Nomination Facility ................................................................................................................         51
           m)      Redemption of Units .......................................................................................................................           51
                   i.       Redemption Price ...................................................................................................................         51
                   ii.      Applicable NAV ......................................................................................................................        51
                   iii.     Cut-off time for redemption ..................................................................................................               52
                   iv.      Cooling-off period for web based transactions .....................................................................                          52
                   v.       How to Redeem? ...................................................................................................................           52
                   vi.      Payment of Proceeds ..............................................................................................................           52
                   vii.     Redemption by NRIs /FIIs ........................................................................................................            53
                   viii.    Effect of Redemptions ...........................................................................................................            53
                   ix.      Fractional Units ......................................................................................................................      53
                   x.       Right to Limit Redemptions ...................................................................................................               53
                   xi.      Suspension of Purchase and Redemption of Units ................................................................                              53
                   xii.     Permanent Account Number ..................................................................................................                  54
     9.    Fees, Expenses and Load Structure .......................................................................................................                     55
           a)      Load Structure of the Scheme .........................................................................................................                55
           b)      Fees and Expenses of the Scheme ...................................................................................................                   55
                   i)       Initial Issue Expenses .............................................................................................................         55
                   ii)      Estimated Recurring Expenses ...............................................................................................                 55
           c)      Fees and Expenses of the Existing Scheme ......................................................................................                       56
                   i)       Initial Issue Expenses .............................................................................................................         56
                   ii)      Estimated recurring expenses ................................................................................................                58
                   iii)     Condensed Financial Information .........................................................................................                    60
     10. Unitholder’s Rights and Services ...........................................................................................................                    71
           a)      Investors Services .............................................................................................................................      71
           b)      Ease of Transactions ........................................................................................................................         71
                   i)       Customer Service Centres in major metros ............................................................................                        71
                   ii)      Process transactions in a timely manner ................................................................................                     71
           c)      Problem Resolution .........................................................................................................................          71
           d)      Information about the Scheme .......................................................................................................                  71
           e)      NAV Information .............................................................................................................................         72
           f)      Disclosure of information under the Regulations ...........................................................................                           72

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                                                                                                                                              Prudential ICICI Monthly Income Plan


      g)       Rights of Unit holders of the Scheme ..............................................................................................                         72
      h)       Duration of the Scheme/winding up. ..............................................................................................                           73
      i)       Procedure and manner of Winding up ............................................................................................                             73
      j)       Tax Benefits .....................................................................................................................................          73
               I)        To the Mutual Fund ...............................................................................................................                73
               II)       Securities Transaction Tax .......................................................................................................                74
               III)      To the Unitholders .................................................................................................................              74
               A.        Income received from mutual fund ........................................................................................                         74
               B.        Long term capital gains on transfer of units ..........................................................................                           74
                         i.    For Individuals and HUFs ................................................................................................                   74
                         ii.   For Partnership Firms, Non-Residents, Indian Companies/Foreign Companies ..............                                                     75
                         iii. For Non-resident Indians ................................................................................................                    75
                         iv.   For Overseas Financial Organisations, including Overseas Corporate Bodies and
                               Foreign Institutional Investors fulfilling conditions laid down under section 115AB
                               (Offshore Fund) ..............................................................................................................              75
               C.        Short term capital gains on transfer of units .........................................................................                           75
               D.        Capital Losses ........................................................................................................................           75
               E.        Tax deduction at source .........................................................................................................                 76
               F.        Exemption from tax on capital gains arising on transfer of units held for more than 12 months                                                     76
               G.        Investments by charitable and religious trusts in the plan .....................................................                                  76
               H.        Wealth Tax Sec. 2 (ea) .............................................................................................................              77
               I.        Gift Tax ..................................................................................................................................       77
      k)       Unclaimed Redemption Amount .....................................................................................................                           77
11. Other Matters .......................................................................................................................................                  78
      a)       Unitholder’s Grievances Redressal Mechanism ................................................................................                                78
      b)       Associate Transactions ....................................................................................................................                 79
      c)       Details of Investment in Companies that hold or have held more than 5% of NAV of Schemes
               managed by the AMC .....................................................................................................................                    86
      d)       Penalties and Pending Litigation .....................................................................................................                      88
      e)       Borrowing by the Mutual Fund .......................................................................................................                        98
      f)       Stock Lending by the Mutual Fund ..................................................................................................                         98
      g)       Policy on Offshore Investments by the Scheme ...............................................................................                                98
      h)       Inter-Scheme Transfers ....................................................................................................................                 98
      i)       General Information .......................................................................................................................                 99
               •      Power to make Rules .................................................................................................................                99
               •      Power to remove Difficulties .....................................................................................................                   99
               •      Scheme to be binding on the Unit holders ...............................................................................                             99
               •      Documents available for Inspection ..........................................................................................                        99




                                                                                                                                                                                     5
    Prudential ICICI Mutual Fund

                                                            HIGHLIGHTS

         The Sponsors of the Fund are Prudential plc of the United Kingdom (UK) and ICICI Bank Limited (erstwhile ICICI Limited).
         Prudential plc is a leading international financial services group providing retail financial products and services and fund
         management to many millions of customers worldwide. As a group Prudential plc has, as of June 30, 2004, over GBP170
         billion of funds under management, more than 16 million customers and over 22,000 employees worldwide.
         Securities and Exchange Board of India, vide its letter no. MFD/PM/567/02 dated June 4, 2002, has accorded its approval
         in recognizing ICICI Bank Ltd. as a co-sponsor consequent to the merger of ICICI Ltd. with ICICI Bank Ltd.
         ICICI Bank is India’s second largest bank with an asset base of Rs. 1,252 billion as of March 31, 2004. ICICI Bank provides
         a broad spectrum of financial services to individuals and companies. This includes mortgages, car and personal loans,
         credit and debit cards, corporate and agricultural finance. The Bank services a growing customer base of more than 10
         million customers through a multi-channel access network. This includes about 470 branches and extension counters,
         1800 ATMs, call centres and Internet banking (Source: Press Release dated August 23, 2004 at www.icicibank.com). ICICI
         Bank posted a net profit of Rs.1, 637 crore for the year ended March 31, 2004.
         ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and was its wholly-owned
         subsidiary.
         Fund Management expertise – Prudential plc is a leading international financial services group providing retail financial
         products and services and fund management to many millions of customers worldwide. As a group Prudential plc has, as
         of June 30, 2004, over GBP170 billion of funds under management, more than 16 million customers and over 22,000
         employees worldwide.
         Prudential ICICI Asset Management Company Limited, the Investment Manager to the Prudential ICICI Mutual Fund,
         manages assets over Rs. 15,900 crores as of August 31, 2004 through 19 schemes. It is one of the largest asset management
         companies in the country.
         Investment Objective - Prudential ICICI Dynamic Plan is an open-ended equity scheme seeking to generate capital
         appreciation by actively investing in equity and equity related securities. For defensive considerations, the Scheme may
         invest in debt, money market instruments and derivatives. The investment manager will have the discretion to take
         aggressive asset calls i.e. by staying 100% invested in equity market/equity related instruments at a given point of time
         and 0% at another, in which case, the fund may be invested in debt related instruments at its discretion. The AMC may
         choose to churn the portfolio of the Scheme in order to achieve the investment objective. The Scheme is suitable for
         investors seeking high returns and for those who are willing to take commensurate risks. Given the dynamic nature of the
         investment objective of this scheme and factors such as market volatility and macroeconomic factors, which may at times
         be unpredictable, there is no assurance that the investment objectives of the Scheme will be met.
         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. The minimum redemption
         amount/units shall be Rs. 500/.
         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 - It is proposed to charge, for the present, an Entry Load of 2.25% for all purchases below Rs.5 crore. There will be
         no Entry Load for Purchases of Rs.5 crores and above. There shall be no Exit Load at present. Further, No entry load will
         be charged in respect of switch transaction from one equity scheme of the Fund to another equity scheme of
         the Fund.
         Initial Issue Expenses: The Initial Issue Expenses charged to the Scheme were limited to 1.33% of the amount mobilised
         during the Initial Offer Period. Expenses over and above this limit were borne by the AMC.
         Options – Currently, the Investors under the have the choice of a Growth Option or a Dividend Option. Dividend
         Reinvestment facility is also available. Investors who hold units in any of the open-ended schemes of the Fund may switch
         all or part of their holdings to the Scheme on an ongoing basis. The Trustees may at their discretion add one or more
         additional options under the Scheme.
         Repatriation – Repatriation benefits would be available to NRIs/PIOs / FIIs, subject to applicable Regulations notified by
         RBI from time to time.

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                                                                                                 Prudential ICICI Monthly Income Plan

The following Tax benefits are available as per the Finance Act (No.2), 2004. Also refer to page 73 for further details on
tax benefits:
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 shagll not be exempt under section 10(35).
The Finance (No. 2) Act 2004 has inserted Section 10(38) whereby Long Term Capital Gain on sale of units of Equity
Oriented Funds will be exempt from Income Tax in the hands of unit holders after introduction of Securities Transaction
Tax, provided such transactions are entered into a recognised stock exchange or such units are sold to the Mutual Fund.
The Finance (No. 2) Act 2004 has inserted Section 111A, whereby short-term capital gains arising on sale of units of
Equity Oriented Funds after introduction of Securities Transaction Tax would be 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. Further, Section 48 has been amended to provide that no deduction shall be
allowed in respect of STT paid for the purpose of computing Capital Gains.
As provided under section 54EC of the Income Tax Act, 1961 and subject to the conditions specified therein, where an
assessee has made capital gains from the transfer of units held in the Mutual Fund Scheme for a period exceeding 12
months and the assessee has at any time within a period of 6 months after the date of such transfer, invested such capital
gains in the long term specified assets, 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
As provided in 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.

    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 Dynamic Plan is the name of the Scheme and does not in any manner indicate either the quality of the
         Scheme or its future prospects and returns.
         The NAVs of the Prudential ICICI Dynamic Plan may be affected by changes in the general market conditions, factors and
         forces affecting capital markets in particular, level of interest rates, market volatility, 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. Please see page 53 for “Right to Limit Redemptions” in this Offer
         Document.
         Investors in the Scheme are not being offered any guaranteed or assured returns.
         Changes in Government policy in general and changes in tax benefits applicable to mutual funds may impact the returns
         to investors in the Scheme.
         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.
         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.
         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 100% for equity and equity related
         instruments or from 0 to 100% for debt securities & money market instruments & Cash (including money at call). 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.
         As per SEBI circular dated December 12, 2003 ref SEBI/IMD/CIR No. 10/22701/03, each scheme and individual plan(s)
         under the schemes should have a minimum of 20 investors and no single investor should account for more than 25% of
         the corpus of such scheme/plan(s). In case of non-fulfillment with either of the above two conditions 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:
    1.   Investors may note that AMC/Fund Manger’s investment decisions may not be always profitable. Although it is intended
         to generate capital appreciation and maximize the returns by actively investing in equity/ equity related securities and
         utilising debt and money market instruments as a defensive investment strategy. Given the nature of the Scheme, the
         portfolio turnover ratio may be very high and AMC may change the full portfolio from say all Equity to all Cash and/or to
         all Long /short term Bonds , commensurate with the investment objectives of the Scheme. At times such churning of
         portfolios may lead to substantial losses due to subsequent adverse developments in the capital markets or unfavourable
         market movements. In view of the same, there can be no assurance that the investment objective of the Scheme will be
         realised.
    2.   The liquidity of the Scheme’s investments is inherently restricted by trading volumes in the securities in which it invests.
    3.   The value of the Scheme’s investments, may be affected generally by factors affecting securities markets, such as price
         and volume volatility in the capital markets, interest rates, currency exchange rates, changes in policies of the Government,
         taxation laws or any other appropriate authority policies and other political and economic developments which may have
         an adverse bearing on individual securities, a specific sector or all sectors including equity and debt markets. Consequently,
         the NAV of the Units of the Scheme may fluctuate and can go up or down.
    4.   There will be no prior intimation or prior indication given to the Unit holders when the composition/ asset allocation
         pattern under the Plan changes.
    5.   Trading volumes, settlement periods and transfer procedures may restrict the liquidity of the investments made by the
8
                                                                                                      Prudential ICICI Monthly Income Plan

     Scheme. Different segments of the Indian financial markets have different settlement periods and such periods may be
     extended significantly by unforeseen circumstances leading to delays in receipt of proceeds from sale of securities. The
     NAV of the Scheme can go up and down because of various factors that affect the capital markets in general.
6.   The NAV of the Scheme to the extent invested in Debt and Money market securities, are likely to be affected by changes
     in the prevailing rates of interest.
7.   The AMC may, considering the overall level of risk of the portfolio, invest in lower rated/ unrated securities offering higher
     yields. This may increase the risk of the portfolio.
8.   Securities, which are not quoted on the stock exchanges, are inherently illiquid in nature and carry a larger amount of
     liquidity risk, in comparison to securities that are listed on the exchanges or offer other exit options to the investor,
     including a put option. Within the Regulatory limits, the AMC may choose to invest in unlisted securities that offer
     attractive yields. This may however increase the risk of the portfolio.
9.   While securities that are listed on the stock exchange carry lower liquidity risk, the ability to sell these investments is
     limited by the overall trading volume on the stock exchanges. Money market securities, while fairly liquid, lack a well-
     developed secondary market, which may restrict the selling ability of the Scheme(s) and may lead to the Scheme(s)
     incurring losses till the security is finally sold.
10. Investment decisions made by the AMC may not always be profitable, as actual market movements may be at variance
    with anticipated trends.
11. The Scheme may use various derivative products as permitted by the Regulations. Use of derivatives requires an
    understanding of not only the underlying instrument but also of the derivative itself. Other risks include, the risk of
    mispricing or improper valuation and the inability of derivatives to correlate perfectly with underlying assets, rates and
    indices.
12. The Mutual Fund may not be able to sell / lend out securities, which can lead to temporary illiquidity. There are risks
    inherent in securities lending, including the risk of failure of the other party, in this case the approved intermediary to
    comply with the terms of the agreement. Such failure can result in a possible loss of rights to the collateral, the inability
    of the approved intermediary to return the securities deposited by the lender and the possible loss of corporate benefits
    accruing thereon.
13. Different segments of the 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. By the same rationale, the
    inability to sell securities held in the Scheme’s portfolio due to the absence of a well developed and liquid secondary
    market for debt securities would result, at times, in potential losses to the Scheme, in case of a subsequent decline in the
    value of securities held in the Scheme’s portfolio.
14. 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 Plans 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. For further details, please refer page 98.
15. The Fund may use derivatives instruments like Stock Index Futures, Interest Rate Swaps, Forward Rate Agreements 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. Please refer page 33
    for details.
16. Risks attached with the use of derivatives: As and when the Scheme trade 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 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.
     Also please refer to Page 31 for example on Derivatives.

         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.
                                                                                                                                             9
     Prudential ICICI Mutual 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
     206 Ashoka Estate, 2nd Floor,
     24 Barakhamba Road,
     New Delhi – 110 001

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

     Trustee
     Prudential ICICI Trust Limited
     Registered Office :
     206 Ashoka Estate, 2nd Floor,
     24 Barakhamba 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
     Agra Building, 1st floor,
     121, M.G. Road
     Fort, Mumbai 400 023.




10
                                                                                                 Prudential ICICI Monthly Income Plan

                                                         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.
                                                                                                        Sd/-
                                                                                            Name: Ranganath Athreya
                                                                                    Vice President – Finance, Compliance and
                                                                                               Company Secretary
Place : Mumbai
Date : September 20, 2004.


Note: The Due Diligence Certificate as stated above was submitted to SEBI.




                                                                                                                                        11
     Prudential ICICI Mutual 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          Prudential ICICI Asset Management Company Limited (formerly ICICI Asset
      AMC or Investment Manager            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 for purchase          In respect of valid applications received upto the cut-off time by the Fund alongwith
      and Switch in                        a local cheque or a demand draft payable at par at the place where the application
                                           is received, the closing NAV of the day on which application is received shall be
                                           applicable.
                                           In respect of valid applications received after the cut-off time by the Fund alongwith
                                           a local cheque or a demand draft payable at par at the place where he application is
                                           received, the closing NAV of the next business day shall be applicable.
                                           However, in respect of valid applications with outstation cheques/demand drafts not
                                           payable at par at the place where the application is received, closing NAV of the
                                           business day on which cheque/demand draft is credited shall be applicable.
      Applicable NAV for redemption        In respect of valid applications received upto the cut-off time by the Fund, same
      and Switch out                       day’s closing NAV shall be applicable.
                                           In respect of valid applications received after the cut-off time by the Fund, the closing
                                           NAV of the next business day shall be applicable.
      Business Day                         A day other than: (i) Saturday and Sunday; (ii) a day on which the Stock Exchange,
                                           Mumbai and National Stock Exchange are closed whether or not the banks in Mumbai
                                           are open; (iii) a day on which Banks in Mumbai or RBI are closed (iv) a day on which
                                           there is no RBI clearing/ settlement of securities or (iv) a day on which the Sale and
                                           Redemption of Units is suspended by the Trustee.
                                           Provided switches between equity and debt schemes will not be allowed when it is
                                           a non-business day in debt scheme on account of local bank holiday or banks in
                                           Mumbai are closed.
      Money Market Instruments             Commercial papers, commercial bills, treasury bills, Government securities having
                                           an unexpired maturity upto one year, call or notice money, certificate of deposit,
                                           usance bill and any other like instruments as specified by the- Reserve Bank of India
                                           from time to time including mibor linked securities, call products having unexpired
                                           maturity upto one year.
      Custodian                            HDFC Bank Limited, Mumbai, acting as Custodian to the Scheme, or any other
                                           custodian who is approved by the Trustee
      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                The Agreement dated September 3, 1993 entered into between Prudential ICICI
      Agreement                            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, and the Schemes and Options, if any,
                                           thereunder, 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 Dynamic 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 Dynamic Plan/       Prudential ICICI Dynamic Plan and the options and plans, if any, offered there under.
      The Scheme/ The Plan
12
                                                                                    Prudential ICICI Monthly Income Plan


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
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 Dynamic Plan as contained in this
                          Offer Document.




                                                                                                                           13
     Prudential ICICI Mutual Fund

                                    SUMMARY – PRUDENTIAL ICICI DYNAMIC PLAN
      Name of the Scheme            Prudential ICICI Dynamic Plan.
      Structure                     Open Ended Equity fund
      Offer Price for on-going      Based on the Applicable NAV of the Scheme, subject to entry load provisions, if any.
      subscriptions
      Features                      The Scheme seeks to generate capital appreciation by actively investing in equity and equity
                                    related securities. For defensive considerations, the Scheme may invest in debt, money market
                                    instruments and derivatives. The investment manager will have the discretion to take aggressive
                                    asset calls i.e. by staying 100% invested in equity market/equity related instruments at a
                                    given point of time and 0% at another, in which case, the fund may be invested in debt
                                    related instruments at its discretion. The AMC may choose to churn the portfolio of the
                                    Scheme in order to achieve the investment objective. The Scheme is suitable for investors
                                    seeking high returns and who are willing to take commensurate risks.
      Application Amount            Minimum Rs. 5,000 per application and additional amounts in multiples of Re. 1 thereafter.
      Additional Application        Rs. 500
      Amount
      Initial Issue Expenses/       The initial issue expenses to be charged under the Scheme were limited to 1.33% of the
                                    amount mobilised.
      Liquidity                     On an ongoing 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 51 for
                                    Redemption Price and page 49 for Purchase Price). The Units of the Scheme will not be listed
                                    on any exchange. 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.
      Transparency                  NAV will be determined on every Business Day, except in special circumstances described on
                                    page 53. 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 8.00-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 quarter.
      Repatriation facility         NRIs/PIOs /FIIs have been granted a general permission by RBI [Schedule 5 of the Foreign
                                    Exchange Management (Transfer or Issue of Security by a 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.
      Options available under       Investors under the Scheme have the choice of a Growth Option or a Dividend Option at
      the Scheme                    present. Dividend Reinvestment facility is also available. The Trustees reserve right to introduce
                                    any other option(s) under the Scheme at a later date, by providing a notice to the investors on
                                    the AMC’s website and by issuing a press release, prior to introduction of such option(s).
                                    Growth Option
                                    Under this option the Scheme will not declare any dividends. The income earned by the
                                    Scheme will remain invested in the Scheme and will be reflected in the Net Asset Value.
                                    Dividend Option
                                    This option is suited for investors seeking regular income through dividends declared by the
                                    Scheme The Trustee may approve the distribution of dividends by the AMC out of the net
                                    surplus of the Scheme. To the extent the net surplus is not distributed, the same will remain
                                    invested in the Scheme and be reflected. The Fund also offers dividend reinvestment facility.

14
                                                                                                  Prudential ICICI Monthly Income Plan

                                      CONSTITUTION OF THE MUTUAL FUND

ICICI Mutual Fund, which has been renamed as Prudential ICICI Mutual 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.
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 June 30, 2004, over GBP170
billion of funds under management, more than 16 million customers and over 22,000 employees worldwide.
Given below is a brief summary of Prudential’s financials:
                                                                                      Year ended December 31 (Rs. crores)
 Description                                       2003                   2002                  2001                    2000
                                            (Year ended            (Year ended           (Year ended             (Year ended
                                           December 31)           December 31)          December 31)            December 31)
 Total Income                                     263,515               288,084               214,895                    151,565
 Profit Before Tax                                  2,932                  4,054                 3,225                      7,933
 Profit After Tax                                   1,742                  3,761                 3,259                      5,554
 Shareholders’ Funds                               27,460                 30,727                33,089                    33,675
 Earnings per share (Rs.)                           10.81                  13.24                 19.52                      25.30
 Equity Capital (5 Pence per share)                   838                    838                   838                         829
 Free Reserves                                     26,622                 29,889                32,251                    32,846
 Net-worth                                         27,460                 30,727                33,089                    33,675
 Book Value per share (Rs.)                        136.62                 153.64                165.45                    168.38
 Percentage of dividend per share                   320%                   520%                  508%                       490%
 Dividend per share (in Pence)                     16.00P                 26.00P                 25.4P                      24.5P

ICICI Bank Limited
Securities and Exchange Board of India, vide its letter no. MFD/PM/567/02 dated June 4, 2002, has accorded its 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 an asset base of Rs. 1,252 billion as of March 31, 2004. ICICI Bank provides a
broad spectrum of financial services to individuals and companies. This includes mortgages, car and personal loans, credit and
debit cards, corporate and agricultural finance. The Bank services a growing customer base of more than 10 million customers
through a multi-channel access network. This includes about 470 branches and extension counters, 1800 ATMs, call centres
and Internet banking (Source: Press Release dated August 23, 2004 at www.icicibank.com). ICICI Bank posted a net profit of
Rs.1, 637 crore for the year ended March 31, 2004.
ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and was originally a wholly-owned
subsidiary of ICICI.




                                                                                                                                         15
     Prudential ICICI Mutual Fund

     Given below is a brief summary of ICICI Bank’s financials:
                                                                                                                     (Rs. in crores)
                                                       Year ended          Year ended          *Year ended          Year ended
                                                    March 31, 2001      March 31, 2002       March 31, 2003      March 31, 2004
         Total Income                                      1,462.13             2,726.59            12,526.88          11,958.96
         Profit After Tax                                    161.09                258.3             1,206.18            1,637.10
         Free Reserves @                                   1,092.26             5,632.41             6,320.65            7,394.16
         Net Worth                                         1,302.43             6,244.96             6,933.31            8,010.56
         Earnings per Share (Rs.) (diluted)                     8.13               11.61                19.65               26.44
         Book Value per Share (Rs.)                            59.11              101.95               113.10              129.96
         Dividend                                              20%                  20%                  75%                   Nil
         Paid Up Capital (Equity) $                          220.36               612.55               612.66              616.40
         (Preference) #                                            0                 350                  350                 350
     *      The results for the year ended March 31, 2003 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.
            Prudential plc of UK, through its wholly owned subsidiary, Prudential Corporation Holdings Limited, has been issued and
            allotted shares aggregating 55% stake in the share capital of Prudential ICICI Asset Management Company Limited
            (AMC), whereas the balance 45% shareholding in the AMC is being held by ICICI Group. Out of the total 45% of the
            paid-up capital of the AMC held by the ICICI Group, 30% is held by ICICI Bank and the balance 15% is held by a
            subsidiary of ICICI Bank Ltd. viz. ICICI Venture Funds Management Company Limited.
     b)     The Trustee Company (The Trustee) - Prudential ICICI Trust Limited
     Prudential ICICI Trust Limited, a company incorporated under the Companies Act, 1956 is the Trustee to the Fund vide Trust
     Deed dated August 25, 1993 as amended from time to time. Prudential plc. of UK, through its wholly owned subsidiary,
     Prudential Corporation Holdings Limited, has been issued and allotted shares aggregating 55% stake in the share capital of
     Prudential ICICI Trust Limited, whereas the balance 45% shareholding in the Prudential ICICI Trust Limited is being held by
     ICICI Group. Out of the total 45% of the paid-up capital of the Prudential ICICI Trust Limited held by the ICICI Group, 30% is
     held by ICICI Bank and the balance 15% is held by a subsidiary of ICICI Bank Ltd. viz. ICICI Venture Funds Management
     Company Limited.
     The Directors of the Trustee Company are:
         Mr. Vishnu Bhagwandas Haribhakti                     Partner
         (S/o. Late Mr. Bhagwandas Haribhakti)                Haribhakti & Co., Mumbai
         Flat No.51, 5th Floor                                V.B. Haribhakti Associates, Mumbai
         Maker Tower ‘B’                                      Haribhakti Shah & Co., Ahmedabad
         Cuffe Parade                                         V.B. Haribhakti & Co., New Delhi
         Mumbai 400 005                                       V.B. Haribhakti & Co., Chennai
         Chartered Accountant                                 V.B. Haribhakti & Co., Bangalore
                                                              V.B. Haribhakti & Co., Jodhpur
                                                              V.B. Haribhakti & Co., Calcutta
                                                              V.B. Haribhakti & Co., Jaipur
                                                              Director
                                                              Bajaj Electricals Ltd
                                                              Rohit Pulp and Paper Mills Company Ltd.
                                                              The Simplex Mills Company Ltd.
                                                              The Anglo-French Drug Co.(Eastern) Ltd.
                                                              Ester Industries Ltd.
                                                              Lakshmi Automatic Loom Works Ltd.
                                                              Tilaknagar Industries Ltd.
16
                                                                                                  Prudential ICICI Monthly Income Plan

                                                          Hindustan Composites Ltd.
                                                          Mutual Mecaplast Ltd (Alternate Director)
                                                          Haribhakti MRI Corporate Services Pvt.Ltd.
                                                          Moores Rowland Consulting Pvt. Ltd.
                                                          Trustee
                                                          Bombay Rotary Midtown Trust
                                                          The Pransukhlal Mafatlal Hindu Swimming Bath and Boat Club Trust
                                                          V.B. Haribhakti Charitable Trust
                                                          Indian Merchants’ Chamber Platinum Jubilee Endowment Trust
                                                          Council for Fair Business Practices
                                                          Managing Committee Member
                                                          Indian Merchant Chamber
                                                          The Associated Chambers of Commerce and Industry of India
  Mr. Eruch B. Desai                                      Partner
  (S/o. Mr. Byramsha Desai)                               Mulla & Mulla & Craigie Blunt & Caroe
  81, Sonarica                                            Director
  33-A, Pedder Road                                       Birla Global Finance Ltd.
  Mumbai 400 026                                          Bekaert Industries Pvt.Ltd.
  Solicitor and Advocate                                  The Century Textiles & Industries Ltd.
                                                          Dolphin Fisheries & Trading Pvt.Ltd.
                                                          Hercules Hoists Ltd. (Alternate director)
                                                          Hindalco Industries Ltd.
                                                          Matsushita Lakhanpal Battery India Ltd
                                                          National Panasonic India Private Ltd.
                                                          Kennametal Widia (India) Ltd. (Alternate)
                                                          Supreme Industries Ltd.
  Mr. D. J. Balaji Rao                                    Director
  (S/o D. B. Jagannath Rao)                               Ashok Leyland Ltd. Chennai
  D-103, Adarsh Residency                                 Ashok Leyland Finance Ltd. Chennai
  47th Cross (2nd Main)                                   Bajaj Auto Ltd. Pune
  Jayanagar, 8th Block                                    3M INDIA Ltd., Bangalore
  Bangalore – 560082                                      Jindal Iron and Steel Co. Ltd., Mumbai
  He is presently acting as an independent                South East Asia Marine Engg. Construction Ltd., Kolkata
  Director on the Board of various Companies.             Graphite India Ltd., Kolkata
                                                          Ennove Foundaries Ltd., Chennai
  Mr. Nagesh D. Pinge*                                    Nominee Director (on behalf of ICICI Bank Limited)
  (S/o. Dinkar Shripad Pinge)                             Halia Petrochemicals Limited
  D-408/1, Viman Darshan                                  Rama Newsprint & Papers Ltd., Mumbai
  28-29 Swami Nityanand Marg                              The India Cements Limited
  Andheri (East)
  Mumbai 400069
  Senior General Manager – Compliance and
  Audit Group – ICICI Bank Ltd.
  Mr. Sham P. Subhedar*                                   Senior Advisor
  (S/o. Mr. Pandharinath Subhedar)                        Prudential Corporation Asia Ltd.
  1, Gulmohar, S.V. Road                                  Director
  Vile Parle (W)                                          Peter Pan Travels Services Pvt. Ltd.
  Mumbai 400 056                                          SAS Management Consultants and Office Services Pvt. Ltd.
  Consultant                                              Prudential Process Management Services Pvt. Ltd.

*Mr. Nagesh Pinge is a Senior General Manager (Compliance and Audit Group) of ICICI Bank Limited and Mr. S.P. Subhedar is
a Senior Advisor to the Prudential Corporation Asia Limited, a wholly owned subsidiary of Prudential plc.
ii)   Rights and Obligations of the Trustee under the Trust Deed and the Regulations
Pursuant to the Deed of Trust dated August 25, 1993 constituting the Mutual Fund and in terms of the 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 and submitted to the Trustee their bio-data
                                                                                                                                         17
     Prudential ICICI Mutual Fund

                 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 scheme;
          iv.    appointed a compliance officer to comply with regulatory requirements and to redress Investor grievances;
          v.     appointed registrars and laid down parameters for their supervision;
          vi.    prepared a compliance manual and designed internal control mechanisms including internal audit systems and
          vii. Specified norms for empanelment of brokers and marketing agents.
     3.   The Trustee shall ensure that the AMC has been diligent in empanelling the brokers, in monitoring 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 Scheme independently of other activities and has
          taken adequate steps to ensure that the interest of Investors under the 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 the Scheme launched there under, 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 his securities transactions 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 of the 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 Mutual 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 Plan of the Scheme in accordance the Regulations and the
         Trust Deed.
     13. The Trustee is required to obtain the consent of the Unitholders of the Scheme :
          When the Trustee is required to do so by SEBI in the interest of the Unitholders; or
          a.     Upon a requisition made by three-fourths of the Unitholders of the Scheme; or
          b.     If a majority of the Trustees decide to wind up the Scheme or prematurely redeem the Units; or
          c.     The Trustee shall ensure that no change in the fundamental attributes of the Scheme or the trust or fee and expenses
                 payable or any other change which would modify the Plan and affects the interests of unit holders, shall be carried
                 out unless:
                 i)    a written communication about the proposed change is sent to each Unitholder and an advertisement 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
                 ii)   the unit holders are given an option to exit at the prevailing Net Asset Value without any exit load.
     14. The Trustee is required to call for the details of transactions in securities by the key personnel of the AMC in their own
         names or on behalf of the AMC and report the same to SEBI as and when called for.
     15. The Trustee is required to review quarterly, all transactions carried out between the Fund, the AMC and its associates.
     16. The Trustee is required to review quarterly, the net worth of the AMC and in case of any shortfall ensure that the AMC
         makes up for the shortfall as per clause (f) of sub regulation (1) of Regulation 21 of the Regulations.
     17. The Trustee is required to periodically review all service contracts such as custody arrangements and transfer agency, and
         satisfy itself that such contracts are executed in the interest of the Unitholders.
     18. The Trustee is required to ensure that there is no conflict of interest between the manner of deployment of its net worth
         by the AMC and the interest of the Unitholders.
     19. The Trustee is required to periodically review the Investor complaints received and the redressal of the same by the AMC.
     20. The Trustee is required to abide by the Code of Conduct as specified in the Fifth Schedule of the Regulations.
18
                                                                                                        Prudential ICICI Monthly Income Plan

21. The Trustee has to furnish to SEBI on a half-yearly basis:-
    (a) a report on the activities of the Fund covering the details as prescribed by SEBI;
    (b) a certificate stating that the Trustees have satisfied themselves that there have been no instances of self dealing 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 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.
22. 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.
23. No amendments to the Trust Deed shall be carried out without the prior approval of SEBI and Unitholders approval/
    consent will be obtained where it affects the interests of Unitholders as per the procedure / provisions laid down in the
    Regulations.
24. The Trustees shall exercise general and specific due diligence required under the Regulations.
25. Trustee shall maintain high standards of integrity and fairness in all their dealings and in the conduct of their business.
26. Trustee shall render at all times high standards of service, exercise due diligence, ensure proper care and exercise independent
    professional judgement.
27. The independent directors of the Trustee shall pay specific attention to the following as may be applicable, namely :
    i.     The Investment Management Agreement and the compensation paid under the agreement.
    ii.    Service contracts with affiliates – whether the asset management company has charged higher fees than outside
           contractors for the same services.
    iii.   Selection of the asset management company’s independent directors
    iv.    Securities transactions involving affiliates to the extent such transaction are permitted.
    v.     Selecting and nominating individuals to fill independent directors vacancies.
    vi.    Code of ethics must be designed to prevent fraudulent, deceptive or manipulative practices by insiders in connection
           with personal securities transactions.
    vii. The reasonableness of fees paid to sponsors, asset management company and any others for services provided.
    viii. Principal underwriting contracts and renewals
    ix.    Any service contracts with the associates of the asset management company.
28. Notwithstanding anything contained in sub-regulations (1) to (25) of regulation 18 of the Regulations, the Trustees shall
    not be held liable for acts done in good faith if they have exercised adequate due diligence honestly.
29. SEBI circular no. MFD/CIR/10/ 15895 /2002 dated August 20, 2002 provides that the meetings of the Trustees shall 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 period January 1, 2004 to August 9, 2004, five 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 authorised to pay the Trustee a fee for its services in such
capacity of a sum, presently computed at the rate of up to 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 (now ICICI Bank Ltd) 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 plan, Prudential
                                                                                                                                               19
     Prudential ICICI Mutual Fund

     plc. (formerly known as Prudential Corporation plc.) of the UK (Prudential) was inducted as the new joint venture partner.
     Prudential plc. of UK, through its wholly owned subsidiary, Prudential Corporation Holdings Limited, has been issued and
     allotted shares aggregating 55% stake in the share capital of Prudential ICICI Asset Management Company Limited (AMC),
     whereas the balance 45% shareholding in the AMC is being held ICICI Group. Out of the total 45% of the paid-up capital of
     the AMC held by the ICICI Group, 30% is held by ICICI Bank and the balance 15% is held by a subsidiary of ICICI Bank Ltd. viz.
     ICICI Venture Funds Management Company Limited.
     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.
     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.
     i)   Board of Directors of the AMC
     Mr. Mark Norbom
     Prudential Corporation Asia, Suites 2910-14, Two Pacific Place, 88, Queensway, Hongkong.
     Mr. Mark Norbom graduated from Pennsylvania State University with a B.S. degree in Economics in 1980.
     Mr. Norbom began his career at GE in 1980 and served in a number of senior management positions in the US and in Asia.
     Prior to joining Prudential, Mr. Norbom was President and CEO for GE Japan with responsibility for all of GE’s activities in
     Japan. Mr. Norbom’s ten years experience in Asia also included being Head of GE Capital Taiwan, Country President of GE
     Capital Indonesia, CEO of GE Capital Thailand, and National Executive of GE Thailand. Presently, Mr. Norbom is a Chief
     Executive of Prudential Corporation Asia with responsibility for Prudential’s business interests across the region. Mr. Norbom
     oversees Prudential’s extensive network of 23 life insurance, general insurance, retail mutual funds and institutional asset
     management operations across 12 countries in Asia: China, India, Taiwan, Hong Kong, Singapore, Malaysia, Korea, Japan,
     Vietnam, Indonesia, the Philippines, and Thailand.
     Mr. Ajay Srinivasan
     Prudential Corporation Asia, Suites 2910-14, Two Pacific Place, 88, Queensway, Hongkong.
     Mr. Srinivasan, Managing Director, Regional Funds Management, 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.
     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.
     Mr. Ananda Mukerji
     301, Radhika Apartments, Off. Sayani Road, Prabhadevi, Mumbai 400 025
     Mr. Ananda Mukerji has a B Tech degree in Mechanical Engineering from the Indian Institute of Technology, Kharagpur and a
     Post-graduate Diploma in Management from the Indian Institute of Management, Kolkata. He has over 17 years experience
     including 11 years at ICICI during which he set up and managed a number of businesses including the infrastructure finance,
     structured finance and advisory businesses. He also worked as Executive Assistant to the Managing Director & CEO, and Head
     of Strategy. Since January 2002, he has headed ICICI OneSource Limited, the ICICI group’s Business Process Outsourcing (BPO)
     arm, as its Managing Director & CEO.
20
                                                                                                   Prudential ICICI Monthly Income Plan

Mr. N. S. Kannan
Flat 201, Radhika Apts., 930 TPS IV, Off Sayani Road, Prabhadevi, Mumbai 400 025.
Mr. N. S. Kannan is an engineer and a Chartered Financial Analyst from the Institute of Chartered Financial Analysts of India
and has a post-graduate degree in management from the Indian Institute of Management, Bangalore. Mr. Kannan joined ICICI
in 1991 in the project finance department. In 2003 he was designated a Senior General Manager of ICICI Bank. Currently, he
is the Chief Financial Officer and Treasurer of ICICI Bank. He is also responsible for the Risk Management Group and the
Corporate Communications Group.
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, 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 Secondary Market Advisory Committee of SEBI”. At present Mr. Gupta is an Advisor to IL&FS Education &
Technology Service Ltd., an initiative of IL&FS.
Mr. Gupta is a M.A in English and has a LL.B. degree besides being a Fellow of Insurance Institute of India.
Mr. Pradip P. Shah
72A, Embassy Apartments, 46, Nepean Sea Road, Bombay 400 006.
Mr. Pradip P. Shah started IndAsia, a private equity investment and corporate finance advisory company in April 1998, following
his separation from the management of the Indocean Fund which he helped establish in October 1994, in association with
affiliates of Soros Fund Management and Chemical Venture Partners (now Chase Capital Partners).
Prior to starting Indocean, he was the Managing Director of the Credit Rating and Information Services of India Limited
(‘CRISIL’), India’s first and the largest credit rating agency. Mr. Shah was one of the team members, which assisted in founding
CRISIL in 1988. While at CRISIL, Mr. Shah was instrumental in technology transfer to and the training of personnel of Rating
Agency Malaysia Berhad and The Israeli Securities Rating Company.
Prior to founding of CRISIL, Mr. Shah assisted as a member of the project team in founding the Housing Development Finance
Corporation (HDFC) in 1977. Before joining HDFC, Mr. Shah was a Project Officer at the Industrial Credit and Investment
Corporation of India Limited (‘ICICI’). Mr. Shah has also served as a consultant to USAID, the World Bank and the Asian
Development Bank.
Mr. Shah holds an MBA from Harvard Business School and is a qualified Chartered Accountant as well as a Cost Accountant
and ranked first in India in the Chartered Accountancy examination.

                                                                                                                                          21
     Prudential ICICI Mutual Fund

     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;
     (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.
22
                                                                                                                  Prudential ICICI Monthly Income Plan

iii) Key Employees of the AMC and relevant experience
 Name of the           Age       Designation             Educational             Total No. of Years of         Assignments Held During the
 Employee              (Years)                           Qualifications          Experience / Type &           Last 10 Yrs
                                                                                 Nature of Experience
 Mr. Pankaj Razdan     36        Managing Director       BSc. (Electronics)      Over 11 years of experience   Deputy CEO – Prudential ICICI AMC
                                                         B. Tech (Electronics    in sales and distribution.    – March 2003 to December 2003.
                                                         Engineering)                                          Vice President / Senior Vice President
                                                                                                               & Head - Sales & Distribution -
                                                                                                               Prudential ICICI AMC - 2000 February
                                                                                                               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.
 Mr. Nilesh Shah       35        Chief Investment        B.Com, A.C.A.           Over 12 years of experience   Chief Investment Officer – Prudential
                                 Officer                 Grad C.W.A.             in fund management and        ICICI AMC Limited – June 2004 till
                                                                                 portfolio management          date.
                                                                                                               Director and Chief Investment Officer
                                                                                                               – Franklin Templeton AMC India Pvt.
                                                                                                               Ltd. – Sept 2002 to May 2004.
                                                                                                               Chief Investment Officer – Frankline
                                                                                                               Templeton AMC India Pvt. Ltd. –
                                                                                                               January 2000 to September 2002.
                                                                                                               Portfolio Manager – Fixed Income –
                                                                                                               Franklin Templeton AMC India Pvt. Ltd.
                                                                                                               – March 1997 to January 2000.
                                                                                                               Head – Structured Products – ICICI
                                                                                                               Securities and Finance Company
                                                                                                               Limited – April 1992 to February 1997.
 Mr. Raj Raman         44        Senior Vice             PGDM – IIM,             18 years experience in the    Prudential ICICI Asset Management
                                 President -             Bangalore               areas of Sales and            Co. Ltd. From July 6, 2004 till date as
                                 Sales and Marketing                             Marketing                     Sr. Vice President Sales & Marketing
                                                                                                               Quinnox Consultancy Services Limited,
                                                                                                               Mumbai From November, 2002 till
                                                                                                               June, 2004 as Country Manager & Sr.
                                                                                                               Vice President – Asia Pacific
                                                                                                               Tata AIG Insurance Services, Mumbai
                                                                                                               From March, 2001 till October, 2002 as
                                                                                                               Sr. Vice President – Marketing Life &
                                                                                                               General Insurance
                                                                                                               Satyam Infoway, Chennai From April,
                                                                                                               2000 till March, 2001 as Vice President
                                                                                                               – Portals
                                                                                                               GE Countrywide Consumer Financial
                                                                                                               Services, Mumbai From June 1996 till
                                                                                                               December1998 as V.P. –Consumer
                                                                                                               Finance.
                                                                                                               From December 1998 till April 2000 as
                                                                                                               Chief Operating Officer
                                                                                                               Marico Industries Ltd
                                                                                                               From September 1991 till April 1995 as
                                                                                                               Regional Sales Manager – North
                                                                                                               From April 1995 to June 1996 –
                                                                                                               Business Development Manager
                                                                                                               Asian Paints India Limited From June
                                                                                                               1986 till September 1991 as Branch
                                                                                                               Manager, Kolkata
 Mr. Vasant Sanzgiri   44        Senior Vice President   BSc ( Life Sciences),   Over 17 years experience in   Vice President / Senior Vice President
                                 & Head Human            MMS (Personnel          area of Human Resources       & Head Human Resources Prudential
                                 Resources                Management)            Management                    ICICI AMC - 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.

                                                                                                                                                         23
     Prudential ICICI Mutual Fund

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

      Mr. Kalyan Prasath        38        Vice President –    PGDSM(NIIT), B.Sc       Over 19 years of work         Vice President – Information
                                          Information                                 experience in areas of        Technology -Prudential ICICI AMC
                                          Technology                                  Information Technology        June 2001 onwards.
                                                                                                                    Birla Global – Assistant Vice President
                                                                                                                    from Feb’97 to April, 2001.
                                                                                                                    DGP Windsor India Ltd. – Manager
                                                                                                                    from Sept ’94 to Jan’97.
                                                                                                                    Universal Luggage Mfg. Co. Ltd. - Asst.
                                                                                                                    Manager from Nov’90 to Sept’94.
                                                                                                                    NIIT/CCIT – Course Conductor from
                                                                                                                    May ‘89 to Oct’90
                                                                                                                    ECIL – System Developer from June ’88
                                                                                                                    to April ‘89
                                                                                                                    Associated Systems – Software
                                                                                                                    Developer from July’85 to April ’88.
      Mr. Ranganath Athreya     39        Vice President –    Associate -_Institute   Over 16 yrs of experience     Vice President – Finance, Legal,
                                          Finance Legal,      of Company              in Compliance and Company     Compliance and Company Secretary,
                                          Compliance and      Secretaries of India.   Secretarial functions         Prudential ICICI AMC Jan 14, 02
                                          Company Secretary                                                         onwards.
                                                                                                                    Bachelors Degree (General Laws),
                                                                                                                    PGDCP
                                                                                                                    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. Mrugank Paranjape 38            Vice President      PGDM from               Over 15 yrs of experience     May 2002 - to-date : Vice President
                                          Operations and      IIM, Ahmedabad          in Operatios and projects     - Prudential ICICI AMC Limited
                                          Project             B. Tech. (Electrical)                                 April 2001 - May 2002
                                                              from IIT, Powai                                       Chief Technology Officer - Reliance
                                                                                                                    Logistics Pvt. Limited
                                                                                                                    Dec 1999 - March 2001
                                                                                                                    Director - Infoline.com Limited & MD -
                                                                                                                    India Infoline Securities Limited
                                                                                                                    July 1997 - Nov 1999
                                                                                                                    Regional Business Manager - Deutsche
                                                                                                                    Bank A.G, Custody Services
                                                                                                                    July 1996 to June 1997
                                                                                                                    Director - WI Carr Securities Pvt.
                                                                                                                    Limited
                                                                                                                    Nov 1995 to July 1996
                                                                                                                    Director - ING Barings Securities (India)
                                                                                                                    Pvt. Limited
                                                                                                                    Nov 1994 - Oct 1995
                                                                                                                    Vice President Operations, IIT Invest
                                                                                                                    Trust Limited
                                                                                                                    May 1990 - Oct 1994
                                                                                                                    Citibank N.A Global Consumer
                                                                                                                    Business Manager
      Mr. Sanjay Mehrotra       38        Associate Vice      MMS, Marketing,         Over 14 years of experience   Associate Vice President –
                                          President -         B.Com                   in Investment Management      Investments - Prudential ICICI AMC -
                                          Investments                                                               1999 to date.
                                                                                                                    Manager – Investments -Prudential
                                                                                                                    ICICI AMC - 1999.
                                                                                                                    Dealer - Prudential ICICI AMC - 1998
                                                                                                                    – 1999.
                                                                                                                    Assistant Manager - ICICI AMC - 1993
                                                                                                                    – 1998.
                                                                                                                    Manager Sound Craft Marketing -
                                                                                                                    1992 – 1993.
                                                                                                                    Dealer – Treasury Tata Finance Limited
                                                                                                                    - 1992.
                                                                                                                    Executive – Growmore Research &
                                                                                                                    Assets - 1990 – 1992.




24
                                                                                                         Prudential ICICI Monthly Income Plan

Name of the            Age       Designation      Educational             Total No. of Years of       Assignments Held During the
Employee               (Years)                    Qualifications          Experience / Type &         Last 10 Yrs
                                                                          Nature of Experience
Mr. N. Krishna Kumar   35        Senior Fund      C.A., ICWA.             Over 10 years of work       Sr. Fund Manager - Prudential ICICI
                                 Manager                                  experience                  AMC - 1999 to date.
                                                                                                      Vice President – Equity Sales - Dresdner
                                                                                                      Klienwort Benson India - 1997 – 1999.
                                                                                                      Research Analyst – UTI Securities
                                                                                                      Exchange Limited - 1995 – 1997.
                                                                                                      Executive Infar India Limited - 1993 –
                                                                                                      1995.
Mr. Pankaj Kaji        52        Senior Fund      B.Com                   32 yrs                      Fund Manager- Prudential ICICI AMC-
                                 Manager                                                              2002 till date.
                                                                                                      Deutsche Bank, Mumbai (Vice-
                                                                                                      President-Money Market) 1994-2002,
                                                                                                      ANZ Grindlays Bank (Funds Manager)-
                                                                                                      1986-1994
Mr. Chaitanya Pande    33        Fund Manager     PGDM from IMI,          9 yrs 5 Months              Sept 16th 2002 till date – Fund
                                                  New Delhi, BSc from     Manager – Fund              Manager – Prudential ICICI AMC
                                                  St. Stephens College,   Management                  Limited
                                                  New Delhi                                           Jan 2000 to Sep 2002
                                                                                                      Manager – Fund Management
                                                                                                      JF Asset Management (India) Pvt.
                                                                                                      Limited
                                                                                                      May 1995 to Jan 2000
                                                                                                      Investment Analyst
                                                                                                      JF Asset Management (India) Pvt.
                                                                                                      Limited
Mr. Chandresh Nigam    36        Senior Fund      B TECH, PGDM,           13 years                    Prudential ICICI asset Management
                                 Manager          AISSCE                  Fund Management             From July 2003 till date
                                                                                                      Senior Fund Manager
                                                                                                      Zurich Asset management
                                                                                                      April 1993 – June 2003
                                                                                                      Senior Fund Manager/ fund Manager
                                                                                                      SBI capital Markets Limited
                                                                                                      May1991 – April 1993
                                                                                                      Dy. Manager
Mr. Deepesh Pandey     32        Senior Fund      PGDM (IIM, Calcutta)    9 years                     Prudential ICICI asset Management
                                 Manager          B. Tech (IIT, Delhi)    Fund Management             From March 22, 2004 till date
                                                                                                      Senior Fund Manager
                                                                                                      Templeton Asset management India
                                                                                                      Pvt. Ltd. From January 2000 – March
                                                                                                      20, 2004
                                                                                                      Portfolio Manager
                                                                                                      SBI Funds Management India
                                                                                                      July 1995 – December 1999
                                                                                                      Investment Analyst
Mr. Anil Sarin         38        Senior Fund      PGDBM, Institute of     10 years as Fund            Prudential ICICI AMC Limited – April
                                 Manager          Management              Management and Portfolio    2004 till date as Senior Fund
                                                  Technology (IMT)        Management                   Manager.
                                                                                                      Kotak Securities, Private Client Group
                                                                                                      – From October 2003 to March 2004
                                                                                                      as Vice President – Portfolio Manager
                                                                                                      Birla Sun Life AMC Ltd. – From January
                                                                                                      1996 to September 2003 as Manager,
                                                                                                      Assistant Vice President, Fund Manager
                                                                                                      SBI Funds Management Ltd. From
                                                                                                      March 1994 to December 1995 – as
                                                                                                      Asst. Manager, Fund Manager
Mr. Yogesh Bhatt       36        Associate Vice   A.C.A. Grad C.W.A.      13 years as Equity Dealer   Prudential ICICI Asset Management
                                 President –                                                          Co. Ltd. From June 28, 2004 till date
                                 Investments                                                          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
                                                                                                                                                 25
     Prudential ICICI Mutual Fund

      Name of the               Age       Designation             Educational             Total No. of Years of        Assignments Held During the
      Employee                  (Years)                           Qualifications          Experience / Type &          Last 10 Yrs
                                                                                          Nature of Experience
      Mr. Rahul Goswami         31        Senior Fund             B Sc., M.B. A.          9 years – Fund               Prudential ICICI Asset Management
                                          Manager                                         Management - Debt            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 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. Hiren Dasani          28        Senior Manager -        PGDM (IIM, Kozhikode)   3 Years – Corporate Credit   Prudential ICICI Asset Management Co.
                                          Investments             Bachelor in chemical    Appraisal                    Ltd. From September 9, 2004 till date
                                                                  Engineering                                          as Senior Manager – Investments
                                                                                                                       UTI Bank from June 2001 to August
                                                                                                                       2004 as Manager – Credit.

      Mr. Nirav Shah            24        Assistant Manager –     MBA, M.Com, B.Com       4 ½ Years - experience in    Prudential ICICI Asset Management Co.
                                          Research and Analysis                           Research Analysis            Ltd. From September 6, 2004 till date
                                                                                                                       as Assistant Manager – Research &
                                                                                                                       Analysis
                                                                                                                       India Infoline Securites Pvt. Ltd. From
                                                                                                                       December 2003 to August 2004 as
                                                                                                                       Relationship Manager.
                                                                                                                       Inland Revenue from February 2003 to
                                                                                                                       June 2003 as Team Leader
                                                                                                                       Royal & Sun Alliance from November
                                                                                                                       2002 to February 2003 as Team Leader.
                                                                                                                       Nandkishor & Co from April 1999 to
                                                                                                                       June 2002 as Manager.


     As indicated above, at present a team comprising of eleven Fund Managers and one Research Analyst 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 investments under the Plan will be managed by the Chief Investment Officer, Mr. Nilesh Shah. His qualifications and
     experience are as under:
     Scheme Name                                   Fund Manager                    Qualification                  Experience
     Prudential ICICI Dynamic                      Mr. Nilesh Shah                 B.Com, A.C.A.                  Over 12 years of experience in
     Plan                                                                          Grad C.W.A.                    fund management and
                                                                                                                  portfolio management.
     v)   Compliance Officer
          The Compliance Officer for the Fund is:
          Mr. Ranganath Athreya
          Vice President- Legal, Compliance and Company Secretary
          Prudential ICICI Asset Management Company Ltd.
          Contractor Building, 3rd Floor
          41, R.Kamani Marg, Ballard Estate,
          Mumbai 400 038




26
                                                                                                 Prudential ICICI Monthly Income Plan

vi) Investor Relations Officer
    Investor Relations Officer for the Fund is Mr. Ketan Mirchandani and he may be contacted at the corporate office of the
    AMC at Mumbai.
vii) Auditors
    Mr. 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.
viii) Registrar
    Computer Age Management Services Private Limited, Unit : Prudential ICICI Mutual Fund, Floor IV, Tower 1, Rayala Towers,
    158, Anna Salai, Chennai - 600 002 (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.
ix) 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 have entered into a Custodian Agreement with the Custodian and the salient features of the said Agreement are
    be as under:
    (a)   Provide post-trading and custodial services to the Mutual Fund.
    (b) Ensure benefits due on the holdings are received.
    (c)   Provide detailed management information and other reports as required by the AMC.
    (d) Maintain confidentiality of the transactions.
    (e)   Be responsible for the loss or damage to the assets belonging to the Scheme due to negligence on its part or on the
          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.




                                                                                                                                        27
     Prudential ICICI Mutual Fund

                                                             SECTION II

     INVESTMENT OBJECTIVES & POLICIES
     Fundamental Attributes of the Scheme
     a)   Type of the Scheme
          An open-ended equity scheme seeking to generate capital appreciation by actively investing in equity and equity related
          securities. For defensive considerations, the Scheme may invest in debt, money market instruments and derivatives.
          The investment manager will have the discretion to take aggressive asset calls i.e. by staying 100% invested in equity
          market/equity related instruments at a given point of time and 0% at another, in which case, the fund may be invested
          in debt related instruments at its discretion. The AMC may choose to actively churn the portfolio of the Scheme in
          order to achieve the investment objective.
     b)   Investment Objective
          The primary investment objective of the Scheme is to seek to generate capital appreciation by actively investing in
          equity/ equity related securities. For defensive considerations, the Scheme may invest in debt, money market instruments,
          to the extent permitted under the Regulations. The AMC will have the discretion to completely or partially invest in
          any of the type of securities stated above so as to maximise the returns. However, there can be no assurance that the
          investment objective of the Scheme will be realised, as actual market movements may be at variance with anticipated
          trends.
     c)   Investment Pattern
          Under normal circumstances, the asset allocation under the Scheme will be as follows:
            Type of security                                             Approx. Allocation             Risk Profile
                                                                                                        (% of Corpus)
            Equities & Equity related securities                         0-100%                         Medium to High
            Debt securities & Money Market instruments & Cash
            (including – money at call)                                  0-100%*                        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 100% for equity and equity related
          instruments or from 0 to 100% for debt securities & money market instruments & Cash (including money at call). 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 endeavours to 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
          As mentioned in “Investment Pattern”, the Scheme proposes to invest primarily in equities and for defensive
          consideration in a mix of equity and/or fixed income securities including money market instruments with the aim of
          generating capital appreciation. With this aim the Investment Manager will allocate the assets of the Scheme between
          equity and/or fixed income securities. The actual percentage of investment in equities and fixed income securities will
          be decided after considering the prevailing market conditions, the macro economic environment (including interest
          rates and inflation), the performance of the corporate sector, the equity markets and general liquidity and other
          considerations in the economy and markets. The AMC may choose to continuously churn the portfolio of the Scheme
          in order to achieve the investment objective. This Scheme will trade actively in the capital market. The AMC will have
          the discretion to take aggressive asset calls i.e. by staying 100% invested in equity market/equity related instruments
          at a given point of time and 0% at another, in which case, the fund may be invested in debt related instruments at its
          discretion. Given the nature of the Scheme, the portfolio turnover ratio could be very high and AMC may change the
          full portfolio from say all Equity to all Cash and/ or to all Long /short term Bonds, commensurate with the investment
          objectives of the Scheme.
          The corpus of the Scheme will be invested in equity shares and in equity related securities as well as in debt and
          money market instruments. Subject to the Regulations, the corpus of the Scheme can be invested in any (but not
          exclusively) of the following securities:
          1)    Equity and equity related securities including convertible bonds and debentures and warrants carrying the right to
                obtain equity shares.
          2)    Securities created and issued by the Central and State Governments and/or repos/reverse repos in such Government
                Securities as may be permitted by RBI (including but not limited to coupon bearing bonds, zero coupon bonds and
                treasury bills).
          3)    Securities guaranteed by the Central and State Governments (including but not limited to coupon bearing bonds,
                zero coupon bonds and treasury bills).
28
                                                                                              Prudential ICICI Monthly Income Plan

4)     Debt obligations of domestic Government agencies and statutory bodies, which may or may not carry a Central/State
       Government guarantee.
5)     Corporate debt (of both public and private sector undertakings).
6)     Obligations of banks (both public and private sector) including term deposits with the banks as permitted by SEBI /
       RBI from time to time and development financial institutions.
7)     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.
8)    Certificate of Deposits (CDs).
9)     Commercial Paper (CPs).
10) Securitised Debt.
11) The non-convertible part of convertible securities.
12) Any other domestic fixed income securities.
13) ADRs/GDRs 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 and such other
    derivative instruments permitted by SEBI/RBI.
Subject to the Regulations, the securities mentioned above could be listed, unlisted, privately placed, secured, unsecured,
rated or unrated and of varying maturity. The securities may be acquired 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.
Position of Debt Market in India :
The debt market in India is estimated at about Rs.700,000 crores as of now. A bulk of the debt market consists of
Government Securities. Other instruments available currently include Corporate Debentures, Bonds issued by Financial
Institutions, Commercial Paper, Certificates of Deposits and Securitised Debt. Securities in the Debt market typically
vary based on their tenure and rating. Government Securities have tenures from one year to twenty years whereas the
maturity periods of the Corporate Debt varies from one year to ten years. Securities may be both listed and unlisted
but this does not impact liquidity of the instruments. Most of the transactions in the debt market are conducted over
telephone and are entered on principal-to-principal basis. The yields and liquidity on various securities, currently, are
as under:
    Issuer            Instrument                        Maturity               Yields                     Liquidity
    GOI               Treasury Bill                     91 days                4.80-4.90%*                High
    GOI               Treasury Bill                     364 days               5.10-5.20%*                High
    GOI               Short Dated                       1-3 Yrs                5.25-5.85%**               High
    GOI               Medium Dated                      3-5 Yrs                5.85-6.10%**               High
    GOI               Long Dated                        5-10 Yrs               6.10-6.40%**               High
    Corporates        Taxable Bonds (AAA)               1-3 Yrs                5.50-6.50%***              Medium
    Corporates        Taxable Bonds (AAA)               3-5 Yrs                6.50-6.90%***              Low to medium
    Corporates        CPs (P1+)                         3 months               4.90-5.10%*                Medium to High
    Corporates        CPs (P1+)                         1 Yr                   5.25-5.60%*                Medium

*Money Market yield
**Semi-annual yield
***Annualised yield
Trading in Derivatives
SEBI vide its circular no. MFD/CIR/011/061/2000 dated February 1, 2000 has permitted all the mutual funds to participate
in the derivatives trading subject to observance of guidelines issued by SEBI in this behalf. In terms of SEBI guidelines,
trading in derivatives by the mutual funds should be restricted to hedging and portfolio balancing and the Fund has
to comply with the prescribed disclosure requirements.
SEBI had further issued clarifications vide its circular no. MFD/CIR/21/25467/2002 dated December 31, 2002 and has
clarified certain types of transactions with illustrative examples, which may be considered as hedging and portfolio
balancing. The relevant extract of the said circular is reproduced as under :
The term hedging is fairly clear. It would cover derivative market positions that are designed to offset the potential
losses from existing cash market positions. Some examples of this are as follows:
•      An income fund has a large portfolio of bonds. This portfolio stands to make losses when interest rates go up.
       Hence, the fund may choose an interest rate futures product in order to offset this loss.
                                                                                                                                     29
     Prudential ICICI Mutual Fund

          •        An income fund has a large portfolio of corporate bonds. This portfolio stands to make losses when credit spreads
                   of these bonds degrade or when defaults take place. Hence, the fund may choose to buy credit derivatives, which pay
                   when these events happen.
          The Board of Directors of Prudential ICICI Trust Limited (The Trustee) at its meeting held on May 30, 2000 approved
          the proposal for the AMC using the various portfolio hedging techniques and adopting the risk control mechanism
          under the portfolios of the schemes of the Fund.
          Accordingly, the Fund may use derivatives instruments like Stock Index Futures, Interest Rate Swaps, Forward Rate
          Agreements or such other derivative instruments as may be introduced from time to time for the purpose of hedging
          and portfolio balancing, as permitted under the Regulations and guidelines.
          Exposure to Derivatives:
          The schemes shall, under normal circumstances, not have exposure of more than 25% of its net assets in the derivative
          instruments. The AMC in times of market volatility and other abnormal market conditions may increase such exposure
          in derivative instruments up to maximum of 50% of net assets of the scheme with a view to protecting the interests of
          the investors under the Schemes.
          Trustee of Prudential ICICI Mutual Fund (the Fund) has approved the following limits for participation in derivative
          trading by all equity schemes of Prudential ICICI Mutual Fund:
          Common Derivative Positions and Limits:
              S.R      Derivative                Action   Description                              Limit
              No.
              1        Index futures              Buy     Buy futures against cash to              To the extent of cash / equivalents
                                                          protect against rising market            in the portfolio. Max. limit (50%)
                                                                                                   of portfolio
              2        Index futures              Sell    Hedging of portfolio against             Up to (50%) of equity portion of
                                                          expected market downturn                 the fund
              3        Index Options - Call       Buy     Buy index calls against cash             To the extent of cash / equivalents
                                                          (existing /expected) to protect          in the portfolio. Max. limit (50%)
                                                          against rising market                    of portfolio
              4        Index Options - Call       Sell    Covered Call Sale- against existing      Up to (50%) of equity portion of
                                                          portfolio                                the fund
              5        Index Options - Put        Buy     Buy index puts to hedge existing         Up to (50%) of equity portion of
                                                          portfolio                                the fund
              6        Index Options - Put        Sell    Covered Put Sale- Possible top sell      To the extent of cash / equivalents
                                                          index puts against existing /             in the portfolio. Max. limit (50%)
                                                          expected cash                            of portfolio
              7        Stock futures              Buy     Buy against cash to protect against      To the extent of cash / equivalents
                                                          rising share prices                      in the portfolio. Max. limit (50%)
                                                                                                   of portfolio; per scrip limit (100%)
              8        Stock futures              Sell    Sell against existing stock –            To the extent of the particular scrip
                                                          Hedging against downside on              holding in the portfolio; per scrip
                                                          existing stock in the face of            limit 100%)
                                                          expected volatility in the stock price
              9        Stock options - Call       Buy     Buy against cash to protect against      To the extent of cash / equivalents
                                                          rising share prices                      in the portfolio. Max. limit (50%)
                                                                                                   of portfolio; per scrip limit (100%)
              10       Stock options - Call       Sell    Sell against existing stock              To the extent of the particular scrip
                                                                                                   holding in the portfolio; per scrip
                                                                                                   limit 100%)
              11       Stock options - Put        Buy     Purchase against existing stock.         To the extent of the particular scrip
                                                          Hedging against downside on              holding in the portfolio; per scrip
                                                          existing stock in the face of             limit 100%)
                                                          expected volatility in the stock price
              12       Stock options - Put        Sell    Covered Put Sale against cash            To the extent of cash / equivalents
                                                                                                   in the portfolio. Max. limit (50%)
                                                                                                   of portfolio; per scrip limit (100%)
          Note: The per scrip limit disclosed above is as % of the holding in the scrip and not as a % of the portfolio of the
          scheme.
          It may be noted that usage of derivatives will expose the Scheme to certain risks inherent to such derivatives, as more
          specifically mentioned herein below.
          The following information provides a basic idea as to the nature of the derivative instruments proposed to be used by
30        the Fund and the benefits and risks attached there with.
                                                                                                Prudential ICICI Monthly Income Plan

i)    Interest Rate Swaps and Forward rate Agreements
      Benefits
      Bond markets in India are not very liquid. Investors run the risk of illiquidity in such markets. Investing for short-
      term periods for liquidity purposes has its own risks. Investors can benefit if the Fund remains in call market for
      the liquidity and at the same time take advantage of fixed rate by entering into a swap. It adds certainty to the
      returns without sacrificing liquidity.
      Illustration
      The following are illustrations how derivatives work:
      Basic Structure of an Interest Rate Swap
                                          Floating Interest Rate

       Counter party 1                                                 Counter party 2

                                               Fixed Interest Rate
      In the above illustration,
      Basic Details : Fixed to floating swap
      Notional Amount : Rs. 5 Crores
      Benchmark : NSE MIBOR
      Deal Tenor : 3 months (say 91 days)
      Documentation : International Securities Dealers Association (ISDA).
      Let us assume the fixed rate decided was 10%.
      At the end of three months, the following exchange will take place:
      Counter party 1 pays : compounded call rate for three months, say 9.90%
      Counter party 2 pays fixed rate : 10%
      In practice, however, the difference of the two amounts is settled. Counter party 2 will pay:
      Rs 5 Crores *0.10%* 91/365 = Rs. 12,465.75
      Thus the trade off for the Fund will be the difference in call rate and the fixed rate payment and this can vary with
      the call rates in the market. Please note that the above example is given for illustration purposes only and the
      actual returns may vary depending on the terms of swap and market conditions.
ii)   Index Futures:
      Benefits
      a)   Investment in Stock Index Futures can give exposure to the index without directly buying the individual stocks.
           Appreciation in Index stocks can be effectively captured through investment in Stock Index Futures.
      b)   The Fund can sell futures to hedge against market movements effectively without actually selling the stocks it
           holds.
           The Stock Index futures are instruments designed to give exposure to the equity market indices. The Stock
           Exchange, Mumbai and The National Stock Exchange have started trading in index futures of 1, 2 and 3-month
           maturities. The pricing of an index future is the function of the underlying index and interest rates.
      Illustration
      Spot Index: 1070
      1 month Nifty Future Price on day 1: 1075
      Fund buys 100 lots
      Each lot has a nominal value equivalent to 200 units of the underlying index
      Let us say that on the date of settlement, the future price = Closing spot price = 1085
      Profits for the Fund = (1085-1075)* 100 lots * 200 = Rs 200,000
      Please note that the above example is given for illustration purposes only.
      The net impact for the Fund will be in terms of the difference between the closing price of the index and cost
      price (ignoring margins for the sake of simplicity). Thus, it is clear from the example that the profit or loss for the
      Fund will be the difference of the closing price (which can be higher or lower than the purchase price) and the
      purchase price. The risks associated with index futures are similar to the one with equity investments. Additional
      risks could be on account of illiquidity and hence mispricing of the future at the time of purchase.
iii) Buying Options:
      Benefits of buying a call option:
      Buying a call option on a stock or index gives the owner the right, but not the obligation, to buy the underlying
                                                                                                                                       31
     Prudential ICICI Mutual Fund

                stock/ index at the designated strike price. Here the downside risks are limited to the premium paid to purchase
                the option.
                Illustration
                For example, if the fund buys a one month call option on Satyam Computers at a strike of Rs. 150, the current
                market price being say Rs.151. The fund will have to pay a premium of say Rs. 15 to buy this call. If the stock price
                goes below Rs. 150 during the tenure of the call, the fund avoids the loss it would have incurred had it straightaway
                bought the stock instead of the call option. The fund gives up the premium of Rs. 15 that has to be paid in order
                to protect the fund from this probable downside. If the stock goes above Rs. 150, it can exercise its right and own
                Satyam Computers at a cost price of Rs. 150, thereby participating in the upside of the stock.
                Benefits of buying a put option
                Buying a put option on a stock originally held by the buyer gives him/her the right, but not the obligation, to sell
                the underlying stock at the designated strike price. Here the downside risks are limited to the premium paid to
                purchase the option.
                Illustration
                For example, if the fund owns Satyam computers and also buys a three month put option on Satyam Computers
                at a strike of Rs. 150, the current market price being say Rs.151. The fund will have to pay a premium of say Rs.
                12 to buy this put. If the stock price goes below Rs. 150 during the tenure of the put, the fund can still exercise
                the put and sell the stock at Rs. 150, avoiding therefore any downside on the stock below Rs. 150. The fund gives
                up the fixed premium of Rs. 12 that has to be paid in order to protect the fund from this probable downside. If
                the stock goes above Rs. 150, say to Rs. 170, it will not exercise its option. The fund will participate in the upside
                of the stock, since it can now sell the stock at the prevailing market price of Rs. 170.
          iv) Writing Options
                (a) Benefits of writing an option with underlying stock holding (Covered call writing)
                      Covered call writing is a strategy where a writer (say the fund) will hold a particular stock, and sell in the
                      market a call option on the stock. Here the buyer of the call option now has the right to buy this stock from
                      the writer (the fund) at a particular price which is fixed by the contract (the strike price). The writer receives a
                      premium for selling a call, but if the call option is exercised, he has to sell the underlying stock at the strike
                      price. This is advantageous if the strike price is the level at which the writer wants to exit his holding / book
                      profits. The writer effectively gains a fixed premium in exchange for the probable opportunity loss that comes
                      from giving up any upside if the stock goes up beyond the strike price.
                      Illustration
                      Let us take for example Infosys Technologies, where the fund holds stock, the current market price being Rs.
                      3600. The fund manager holds the view that the stock should be sold when it reaches Rs. 3700. Currently
                      the one month 3700 calls can be sold at say Rs.150. Selling this call gives the call owner the right to buy
                      from the fund Infosys at Rs. 3700.
                      Now the fund by buying / holding the stock and selling the call is effectively agreeing to sell Infosys at Rs.
                      3700 when it crosses this price. So the fund is giving up any possible upside beyond Rs. 3700. However, the
                      returns on the fund are higher than what it would have got if it just held the stock and decided to sell it at
                      Rs. 3700. This is because the fund by writing the covered call gets an additional Rs. 150 per share of Infosys.
                      In case the price is below Rs. 3700 during the tenure of the call, then it will not be exercised and the fund
                      will continue to hold the shares. Even in this case the returns are higher than if the fund had just held the
                      stock waiting to sell it at Rs. 3700.
                (b) Benefits of writing put options with adequate cash holding:
                      Writing put options with adequate cash holdings is a strategy where the writer (say, the fund) will have an
                      amount of cash and will sell put options on a stock. This will give the buyer of this put option the right to
                      sell stock to the writer (the fund) at a pre-designated price (the strike price). This strategy gives the put writer
                      a premium, but if the put is exercised, he has to buy the underlying stock at the designated strike price. In
                      this case the writer will have to accept any downside if the stock goes below the exercise price. The writer
                      effectively gains a fixed premium in exchange for giving up the opportunity to buy the stock at levels below
                      the strike price. This is advantageous if the strike price is the level at which the writer wants to buy the stock.
                      Illustration
                      Let us take, for example, that the fund wants to buy Infosys Technologies at Rs. 3500, the current price being
                      Rs. 3600. Currently the three month 3500 puts can be sold at say Rs. 100. Writing this put gives the put
                      owner the right to sell to the fund Infosys at Rs. 3500. Now the fund by holding cash and selling the put is
                      agreeing to buy Infosys at Rs. 3500 when it goes below this price. The fund will take on itself any downside
                      if the price goes below Rs. 3500. But the returns on the fund are higher than what it would have got if it just
                      waited till the price reached this level and bought the stock at Rs. 3500, as per its original view. This is
                      because the fund by writing the put gets an additional Rs. 100 per share of Infosys. In case the price stays
                      above Rs. 3500 during the tenure of the put, then it will not be exercised and the fund will continue to hold
32
                                                                                                      Prudential ICICI Monthly Income Plan

                cash. Even in this case the returns are higher than if the fund had just held cash waiting to buy Infosys at Rs.
                3500.
     v)   Risks attached with the use of derivatives:
          As and when the schemes trade 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 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.
          Valuation of Derivative Products :
          i.    The traded derivatives shall be valued at market price in conformity with the stipulations of sub clauses (i) to (v)
                of clause 1 of the Eighth Schedule to the Securities and Exchange Board of India (Mutual Funds) Regulations,
                1996, as amended from time to time.
          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 as amended from time to time.
          Risk attached with the use of Interest Rate Derivatives:
          While Interest Rate Derivatives are powerful new tools, the investor should understand instrument and its risk-
          return profile. The Derivatives unlike plain cash market instrument, requires greater expertise and it could cause
          damage if used without proper analysis. It driven by the demand & supply of money, monetary & credit policy viz.
          Bank rate, Repo rate etc., exchange rate policy, inflation, economic growth & investment avenues etc. The use of a
          derivative requires an understanding not only of the underlying instrument but of the derivative itself. Even a
          small price movement in the underlying security could have a large impact on their value.
e)   Change in Investment Pattern
     Subject to the Regulations, the asset allocation pattern as indicated above may change from time to time, keeping in
     view market conditions/ volatility, 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. AMC will have discretion to take aggressive decisions by staying invested in
     equity and equity linked securities/instruments or in debt securities and money up to 100%.
     Such changes in the investment pattern towards debt instruments will be for defensive considerations.
     There will be no prior intimation or prior indication given to the Unit holders when the composition/ asset allocation
     pattern under the Plan changes.
f)   Terms of the Scheme
     1.   Liquidity
          Purchase of Units
          On an ongoing basis, an investor can purchase and redeem Units on every Business Day at NAV based prices, subject
          to the applicable load structure.
          a)    Redemption of Units
                The Units can be redeemed (i.e. sold back to the Fund) on every Business Day at the Redemption Price (hereinafter
                defined). The redemption request can be made for any amount of Rs.500 or more. 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 51.
          c)    Payment of Proceeds
                All redemption requests received prior to the cut-off time (please refer to “Payment of Proceeds” on Page 52 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 53) “Right to Limit Redemptions” and (page 53) “Suspension of Sale and
                Redemption of Units”.
                                                                                                                                             33
     Prudential ICICI Mutual Fund

                      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 51 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.
                      As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account
                      numbers/ requisite PAN details in their applications for purchase or Redemption of Units.
                      If the Unit-holder fails to provide the Bank mandate/ requisite PAN details, 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/
                      requisite PAN details is furnished by the Unit-holder and the provision with respect of penal interest in such
                      cases will not be applicable/ entertained.
                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.    Initial issue expenses
                      The Initial Issue Expenses to be charged under the Scheme were limited to 1.3% of the initial corpus mobilised
                      under the Scheme. Expenses over and above this limit were borne by the AMC. Under the Regulation, the Fund
                      is entitled to charge Initial Issue Expenses up to a maximum of 6% of initial resources raised under the Scheme.
                b.    Recurring Expenses
                      The details of recurring expenses, on an annual basis, have been stated on Page 55. 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
                        2.50 %                  2.25%                         2.00%                         1.75%
                      Provided that such recurring expenses shall be lesser by at least 0.25% of the weekly average net assets
                      outstanding in each financial year in respect of a scheme investing in bonds.
                      Subject to Regulations, expenses over and above the prescribed limit shall be borne by the Asset Management
                      Company.
          3.    Load
                It is proposed to charge, for the present, an Entry Load of 2.25% for all purchases below Rs.5 crore. There will be no
                Entry Load for Purchases of Rs.5 crores and above. There shall be no Exit Load at present. Further, no entry load will
                be charged in respect of switch transaction from one equity scheme of the Fund to another equity scheme of the
                Fund.
                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 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 respective Plans whenever felt appropriate by the AMC.

34
                                                                                                     Prudential ICICI Monthly Income Plan

g)   Changes in Fundamental Attributes:
     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:
     •    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)   Portfolio Turnover
     Given the nature of the Scheme, the portfolio turnover ratio may be very high and AMC may change the full portfolio
     from say all Equity to all Cash and /or to all Long /short term Bonds, commensurate with the investment objectives of the
     Scheme. The effect of a higher portfolio could be higher brokerages and higher transaction costs.
i)   Procedure followed for investment decisions:
     a)   The Fund Manager of each scheme is responsible for making buy/sell decisions in respect of the securities in 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 ten Fund Managers. 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 Dynamic Plan, the performance of the scheme will be benchmarked with NSE Nifty in respect of
          equity and equity related investments, whereas in respect of debt market investments the benchmark index would be
          Crisil Composite Bond Fund Index. As far as investments in liquid/money market instruments, the performance
          would be benchmarked against Crisil Liquid Fund Index. As indicated under the para on “the investment pattern “
          and as the portfolio turnover is likely to be very high, it is proposed that the performance of the scheme will be
          ascertained vis-à-vis appropriate benchmarks as provided above, based on the asset allocation pattern which may be
          changed from time to time.
          The performance of this scheme will also be compared with its peers in the Industry. The performance will be placed
          before the Investment Committee as well as the Board of Directors of the AMC and the Trustee Company in each of
          their meetings.
     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 Boards of Directors of AMC and Trust Company 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 Dynamic
          Plan, 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
                                                                                                                                            35
     Prudential ICICI Mutual Fund

                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.
     j)   Risk Factors and special consideration
          •     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 Dynamic Plan is the name of the Scheme and does not in any manner indicate either the quality of
                the Scheme or its future prospects and returns.
          •     The NAVs of the Prudential ICICI Dynamic Plan may be affected by changes in the general market conditions, factors
                and forces affecting capital markets in particular, level of interest rates, market volatility, 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. Please see page 53 for “Right to Limit Redemptions” in
                this Offer Document.
          •     Investors in the Scheme are not being offered any guaranteed or assured returns.
          •     Changes in Government policy in general and changes in tax benefits applicable to mutual funds may impact the
                returns to investors in the Scheme.
          •     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. 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.
                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 100% for equity and equity related
                instruments or from 0 to 100% for debt securities & money market instruments & Cash (including money at call). 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.
          •     As per SEBI circular dated December 12, 2003 ref SEBI/IMD/CIR No. 10/22701/03, each scheme and individual plan(s)
                under the schemes should have a minimum of 20 investors and no single investor should account for more than
                25% of the corpus of such scheme/plan(s). In case of non-fulfillment with either of the above two conditions 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:
          1)    Investors may note that AMC/Fund Manger’s investment decisions may not be always profitable. Although it is
                intended to generate capital appreciation and maximize the returns by actively investing in equity/ equity related
                securities and utilising debt and money market instruments as a defensive investment strategy. Given the nature of
                the Scheme, the portfolio turnover ratio may be very high and AMC may change the full portfolio from say all Equity
                to all Cash and/or to all Long /short term Bonds , commensurate with the investment objectives of the Scheme. At
                times such churning of portfolios may lead to substantial losses due to subsequent adverse developments in the
                capital markets or unfavourable market movements. In view of the same, there can be no assurance that the investment
                objective of the Scheme will be realised.
          2)    The liquidity of the Scheme’s investments is inherently restricted by trading volumes in the securities in which it
                invests.
36
                                                                                                  Prudential ICICI Monthly Income Plan

3)   The value of the Scheme’s investments, may be affected generally by factors affecting securities markets, such as price
     and volume volatility in the capital markets, interest rates, currency exchange rates, changes in policies of the
     Government, taxation laws or any other appropriate authority policies and other political and economic developments
     which may have an adverse bearing on individual securities, a specific sector or all sectors including equity and debt
     markets. Consequently, the NAV of the Units of the Scheme may fluctuate and can go up or down.
4)   There will be no prior intimation or prior indication given to the Unit holders when the composition/ asset allocation
     pattern under the Plan changes.
5)   Trading volumes, settlement periods and transfer procedures may restrict the liquidity of the investments made by
     the Scheme. Different segments of the Indian financial markets have different settlement periods and such periods
     may be extended significantly by unforeseen circumstances leading to delays in receipt of proceeds from sale of
     securities. The NAV of the Scheme can go up and down because of various factors that affect the capital markets in
     general.
6)   The NAV of the Scheme to the extent invested in Debt and Money market securities, are likely to be affected by
     changes in the prevailing rates of interest.
7)   The AMC may, considering the overall level of risk of the portfolio, invest in lower rated/ unrated securities offering
     higher yields. This may increase the risk of the portfolio.
8)   Securities, which are not quoted on the stock exchanges, are inherently illiquid in nature and carry a larger amount
     of liquidity risk, in comparison to securities that are listed on the exchanges or offer other exit options to the investor,
     including a put option. Within the Regulatory limits, the AMC may choose to invest in unlisted securities that offer
     attractive yields. This may however increase the risk of the portfolio.
9)   While securities that are listed on the stock exchange carry lower liquidity risk, the ability to sell these investments is
     limited by the overall trading volume on the stock exchanges. Money market securities, while fairly liquid, lack a well-
     developed secondary market, which may restrict the selling ability of the Scheme(s) and may lead to the Scheme(s)
     incurring losses till the security is finally sold.
10) Investment decisions made by the AMC may not always be profitable, as actual market movements may be at
    variance with anticipated trends.
11) The Scheme may use various derivative products as permitted by the Regulations. Use of derivatives requires an
    understanding of not only the underlying instrument but also of the derivative itself. Other risks include, the risk of
    mispricing or improper valuation and the inability of derivatives to correlate perfectly with underlying assets, rates
    and indices.
12) The Mutual Fund may not be able to sell / lend out securities, which can lead to temporary illiquidity. There are risks
    inherent in securities lending, including the risk of failure of the other party, in this case the approved intermediary to
    comply with the terms of the agreement. Such failure can result in a possible loss of rights to the collateral, the
    inability of the approved intermediary to return the securities deposited by the lender and the possible loss of corporate
    benefits accruing thereon.
13) Different segments of the 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. By the same rationale, the
    inability to sell securities held in the Scheme’s portfolio due to the absence of a well developed and liquid secondary
    market for debt securities would result, at times, in potential losses to the Scheme, in case of a subsequent decline in
    the value of securities held in the Scheme’s portfolio.
14) 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 Plans 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.
15) The Fund may use derivatives instruments like Stock Index Futures, Interest Rate Swaps, Forward Rate Agreements 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. Please refer
    page 33 for details.
16) Risks attached with the use of derivatives: As and when the Scheme trade 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 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
                                                                                                                                         37
     Prudential ICICI Mutual Fund

                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.
          17) 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.
     k)   Investment Restrictions for the Scheme
          Pursuant to the Regulations and amendments thereto, the following investment restrictions are presently applicable to
          the Scheme:
          1)    The initial issue 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.
          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)    The Fund under all its schemes shall not own more than 10% of any company’s paid up capital carrying voting rights.
          5)    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.
          6)    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.
          7)    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.
          8)    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 for the purpose of hedging and portfolio balancing, in accordance with the guidelines
                issued by SEBI.
          9)    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.
          10) No loans for any purpose can be advanced by the Scheme.
          11) The Fund may lend securities in accordance with stock lending scheme of SEBI.
          12) No mutual fund scheme shall make any investments in;
                a)    any unlisted security of an associate or group company of the sponsor; or
                b)    any security issued by way of private placement by an associate or group company of the Sponsor; or
                c)    the listed securities of group companies of the Sponsor which is in excess of 25% of the net assets of the
                      scheme of the Mutual Fund.
          13) No mutual fund scheme shall invest more than 10% of its NAV in equity shares of any one company .
38
                                                                                                     Prudential ICICI Monthly Income Plan

     14) No open-ended mutual fund scheme shall invest more than 5% of its NAV in unlisted equity shares or equity related
         instruments.
     15) 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.
     16) 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.
     17) 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.
     18) 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.
          The Trustee may alter the above restrictions from time to time to the extent that changes in the Regulations may allow
          or as deemed fit in the general interest of the Unitholders.
l)   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, authorising 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.
m) Computation of Net Asset Value
     The NAV of the Units of the Scheme will be computed by dividing the net assets of the Scheme by the number of 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 are detailed below:
     1.   Traded Securities:
          (i)    The securities shall be valued at the last quoted closing price on the stock exchange.
          (ii)   When the securities are traded on more than one recognised stock exchange, the securities shall be valued at
                 the last quoted closing price on the stock exchange where the security is principally traded.
          (iii) 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.
          (iv) When a security (other than debt securities) is not traded on any stock exchange on a particular valuation day,
               the value at which it was traded on the selected stock exchange, as the case may be, on the earliest previous day
               may be used provided such date is not more than thirty days prior to valuation date.
                 When a debt security (other than Government Securities) is not traded on any stock exchange on any particular
                 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:
          (i)    Thinly Traded Equity/Equity Related Securities:
                 “When trading in an equity/equity related security (such as convertible debentures, equity warrants, etc.) in a
                 month is both less than Rs. 5 lacs and the total volume is less than 50,000 shares, it shall be considered as a
                 thinly traded security and valued accordingly”.
                 For example, if the volume of trade is 100,000 and value is Rs. 400,000, the share does not qualify as thinly
                 traded. Also if the volume traded is 40,000, but the value of trades is Rs. 600,000, the share does not qualify as
                 thinly traded.
                 In order to determine whether a security is thinly traded or not, the volumes traded in all recognised stock
                 exchanges in India may be taken into account.




                                                                                                                                            39
     Prudential ICICI Mutual Fund

                (ii) Thinly Traded Debt 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:
                (i)   Non-traded / thinly traded equity securities:
                      (a)   Based on the latest available Balance Sheet, net worth shall be calculated as follows:
                      (b) Net Worth per share = [share capital + reserves (excluding revaluation reserves) – Misc. expenditure and
                          Debit Balance in P&L A/c] Divided by number of Paid up Shares.
                      (c)   Average capitalisation rate (P/E ratio) for the industry based upon either BSE or NSE data (which should be
                            followed consistently and changes, if any noted with proper justification thereof) shall be taken and
                            discounted by 75% i.e. only 25% of the Industry average P/E shall be taken as capitalisation rate (P/E ratio).
                            Earnings per share of the latest audited annual accounts will be considered for this purpose.
                      (d) The value as per the net worth value per share and the capital earning value calculated as above shall be
                          averaged and further discounted by 10% for ill-liquidity so as to arrive at the fair value per share.
                      (e)   In case the EPS is negative, EPS value for that year shall be taken as zero for arriving at capitalised earning.
                      (f)   In case where the latest balance sheet of the company is not available within nine months from the close of
                            the year, unless the accounting year is changed, the shares of such companies shall be valued at zero.
                      (g) In case an individual security accounts for more than 5% of the total assets of the scheme, an independent
                          valuer shall be appointed for the valuation of the said security.
                      To determine if a security accounts for more than 5% of the total assets of the scheme, it should be valued by the
                      procedure above and the proportion which it bears to the total net assets of the scheme to which it belongs
                      would be compared on the date of valuation.
                (ii) (a) Non Traded /Thinly Traded Debt Securities of Upto 182 Days to Maturity:
                            As the money market securities are valued on the basis of amortization (cost plus accrued interest till 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).
                (ii) (b) Non Traded/ Thinly Traded Debt Securities of Over 182 Days to Maturity.
                            For the purpose of valuation, all Non Traded Debt Securities would be classified into “Investment grade”
                            and “Non Investment grade” securities based on their credit ratings. The non-investment grade 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.




40
                                                                                               Prudential ICICI Monthly Income Plan

Valuation of Unlisted Equity Shares:
Unlisted equity shares of a company shall be valued “in good faith” on the basis of the valuation principles laid
down below:
(a)   Based on the latest available audited balance sheet, net worth shall be calculated as lower of (i) and (ii) below:
      i.     Net worth per share = [share capital plus free reserves (excluding revaluation reserves) minus Miscellaneous
             expenditure not written off or deferred revenue expenditure, intangible assets and accumulated losses]
             divided by Number of Paid up Shares.
      ii.    After taking into account the outstanding warrants and options, Net worth per share shall again be
             calculated and shall be = [share capital plus consideration on exercise of Option/Warrants received/receivable
             by the Company plus free reserves(excluding revaluation reserves) minus Miscellaneous expenditure not
             written off or deferred revenue expenditure, intangible assets and accumulated losses] divided by {Number
             of Paid up Shares plus Number of Shares that would be obtained on conversion/exercise of Outstanding
             Warrants and Options}
      The lower of (i) and (ii) above shall be used for calculation of net worth per share and for further calculation in
      (c) below.
(b) Average capitalisation rate (P/E ratio) for the industry based upon either BSE or NSE data (which should be
    followed consistently and changes, if any, noted with proper justification thereof) shall be taken and discounted
    by 75% i.e. only 25% of the Industry average P/E shall be taken as capitalisation rate (P/E ratio). Earnings per
    share of the latest audited annual accounts will be considered for this purpose.
(c)   The value as per the net worth value per share and the capital earning value calculated as above shall be
      averaged and further discounted by 15% for illiquidity so as to arrive at the fair value per share.
      The above methodology for valuation shall be subject to the following conditions:
      i.     All calculations as aforesaid shall be based on audited accounts.
      ii.    In case where the latest balance sheet of the company is not available within nine months from the close of
             the year, unless the accounting year is changed, the shares of such companies shall be valued at zero.
      iii.   If the net worth of the company is negative, the share would be marked down to zero.
      iv.    In case the EPS is negative, EPS value for that year shall be taken as zero for arriving at capitalised earning.
      v.     In case an individual security accounts for more than 5% of the total assets of the scheme, an independent
             valuer shall be appointed for the valuation of the said security. To determine if a security accounts for more
             than 5% of the total assets of the scheme, it should be valued in accordance with the procedure as
             mentioned above on the date of valuation.
      vi.    At the discretion of the AMC and with the approval of the trustees, an unlisted equity share may be valued
             at a price lower than the value derived using the aforesaid methodology.
Valuation of securities with Put/Call Options
The option embedded securities would be valued as follows:
Securities with call option:
The securities with call option shall be valued at the lower of the value as obtained by valuing the security to final
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.




                                                                                                                                      41
     Prudential ICICI Mutual Fund

                (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.
          vi) 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%.
          vii) 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 2%. 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.
          viii) 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 :
42
                                                                                                      Prudential ICICI Monthly Income Plan

                               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.
               NAV will be calculated on every Business Day and certain holidays and declared on every Business Day. The
               NAVs of Cumulative Option and Dividend Option will be different.
     ix) Valuation of Collateral Security :
          The securities lending contract to be entered into by the mutual fund shall carry specifications with regard to the
          collateral security and its valuation so as to minimize the risk involved, such as ;
          a. if the borrowing and lending transactions are envisaged to be co-terminus, the collateral security offered by the
               borrower shall be held by the approved intermediary in the account of the scheme are transferred in the name
               of the scheme depending upon the tenure of the contract.
          b.   The value of the collateral security shall at all times remain above the value of securities lent.
          c.   If the collateral security is in the form of securities, the same shall be in securities listed and actively traded on
               stock exchanges and marked to market on daily basis.
          d.   Description and nature of collateral securities and the tenure for which the security should be lent.
n)   Accounting Policies & Standards
     In accordance with the Regulations, the AMC will follow the accounting policies and standards, as detailed below:
     a)   The AMC, for each Scheme 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.
     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.
                                                                                                                                             43
     Prudential ICICI Mutual Fund

          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.
          m) An asset shall be classified as non-performing if the interest and/or principle amount have not been received or
             remained outstanding for one quarter from the date such income/installment have fallen due and relevant guidelines
             for identification and provisioning for non-performing assets for mutual fund will be applicable.
                The accounting policies and standards outlined above are as per the existing Regulations and are subject to change
                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.
                    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.
44
                                                                                                    Prudential ICICI Monthly Income Plan

      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’.
(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.
                                                                                                                                           45
     Prudential ICICI Mutual Fund

                                                                 SECTION III

                                                     UNITS & THE INITIAL OFFER

     General Information
     a)   Minimum Subscription Amount
          During the Initial 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 Units of the Scheme are available for subscription at Applicable NAV based prices, subject to entry load provisions, if
          any.
     c)   Minimum Amount for Application
          The minimum application amount for the Scheme is:
               Scheme                                            Minimum Application                       Additional investment
                                                                 Amount                                    for existing Unitholders
               Prudential ICICI Dynamic Plan                     Minimum Rs. 5,000 per application         Rs. 500
                                                                 and additional amounts in multiples
                                                                 of Re. 1 thereafter.

     d)   Initial Issue Expenses
          Initial issue expenses of the Scheme were estimated as under. The Initial Issue Expenses charged to the Scheme were
          limited to 1.33% of the amount mobilised during the Initial Offer Period. Expenses over and above this limit were borne
          by the AMC.
          The total Initial Issue Expenses chargeable to the Scheme as per the current Regulations are subject to a maximum of 6%
          of the amount collected during the Initial Offer Period.
               Category of expense                                                                  % to target mobilization
               Advertisement, Marketing, Printing and Distribution expenses                                     0.75
               Collection and Registrar                                                                         0.10
               Bank charges & other expenses                                                                    0.15
               Selling Commissions                                                                              1.50
               Total                                                                                            2.50

          The above percentages were arrived at based on a target mobilisation of Rs. 1 crore.
     e)   Options and Investment plans offered under the Scheme
          The Scheme have the choice of a Growth Option or a Dividend Option at present. Dividend Reinvestment facility is also
          available.
          There will be two separate NAVs, one for the Growth Option and another for the Dividend Option.
          i)      Growth Option – For Capital Appreciation
                  The Scheme will not declare any dividends under this option. The income earned by the Scheme will remain invested
                  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 for a period of at least one year
                  from the date of acquisition, Unit holders will get the benefit of lower tax on long-term capital gains. (Please see
                  page 73 on”Taxation”)
          ii)     Dividend Option – For Regular Income
                  This option is suited for investors seeking regular income through dividends declared by the Scheme. The Trustee
                  may approve the distribution of dividends by the AMC out of the net surplus of the Plan. To the extent the net surplus
                  is not distributed, the same will remain invested in the Plan and be reflected in the NAV.
                  The Trustees reserve right to introduce any other option(s) under the Scheme at a later date, by providing a notice to
                  the investors on the AMC’s website and by issuing a press release, prior to introduction of such option(s).
     f)   Pledge of Units for loans
          The Units can be pledged by the Unitholders as security for raising loans subject to the conditions of the lending institution.
          The Registrar will take note of such pledge / charge in its records.
46
                                                                                                      Prudential ICICI Monthly Income Plan

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 every month for purchasing additional Units of the Scheme at
     NAV based prices. Investors can enrol 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.
     The Unitholders opting for SIP may begin their investment with an amount of Rs.1,000/- in the Scheme.
     The Unitholders who wish to opt for SIP can start his /her investments with a minimum of Rs.1,000 or multiples thereof
     and 5 post dated cheques for a minimum of Rs. 1000, for a block of 5 months in advance. The cheques should be dated
     7th or 10th of the respective months. No entry load will be charged on the SIP amount into the Scheme. However, the
     amount so invested into the Scheme will have an exit load equivalent to 2% if the units are redeemed before 365 days.
     The cheques should be drawn in favour of “Prudential ICICI Dynamic Plan” and crossed “Account Payee Only”, and
     must be payable at the centre where the applications are submitted to the Customer Service Centre. Units will be allotted
     for the amount net of the bank charges, if any. On receipt of the post-dated cheques, the Registrar/AMC will send a letter
     to the Unitholder confirming that his/her name has been included in the Systematic Investment Plan. The cheques will be
     presented on the dates mentioned on the cheque and subject to realisation, Units will be allotted at the Purchase Price on
     the date of receipt of advice about the net realisation amount of the cheque. Within 3 Business Days of such allotment,
     a fresh Account Statement / Transaction Confirmation will be mailed 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.
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. The Unitholder may avail of this plan by sending a written request to the Registrar.
     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
     thereof. 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)   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 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 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 46 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
                                                                                                                                             47
     Prudential ICICI Mutual Fund

                      The minimum amount that can be transferred from one scheme to the Dynamic Plan is Rs 1,000/- for a minimum
                      of 6 instalments.
                      STP will be available at 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.
                      No entry load will be charged on the STP amount into the Scheme but exit loads as per the Source Scheme
                      features will be charged.
                      Amount so invested into the Scheme will have an exit load equivalent to 2% if the units are redeemed before
                      365 days.
                      STP facility is subject to 7 days advance notice for commencement or discontinuance.
     j)   How to Switch
          The 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.
          No entry load will be charged in respect of switch transaction from one equity scheme of the Fund to another equity
          scheme of the Fund.
     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, as may be permitted by SEBI from time to time.
     l)   How to apply?
          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 and in multiples of Re.1 thereafter. An existing Unitholder can,
          however, purchase additional Units for any amount, subject to the minimum additional amount of Rs.500.
          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.
48
                                                                                                Prudential ICICI Monthly Income Plan

i)    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
      as outlined in Page 55.
      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.
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 its
      Customer Service Centres. New investors can purchase Units by completing an Application Form. Existing Unitholders
      may use the transaction slip for additional purchases sent with the Account Statement or a new 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 Dynamic Plan”. Investors at places other than
      where the Customer Service Centres are located are requested to make the payment without deducting the demand
      draft charges. The Fund will not entertain any requests for reimbursement of demand draft charges.
      Payments by Stock invest and out-station and/or post-dated cheques will not be accepted. The charges for
      demand draft(s) which will be borne by the Fund will be as per the rates as under:
                         Amount of Investment                                         Rate of charges for
                                                                                       Demand Draft(s)
                             Upto Rs.10,000/-                                                Rs.50/-
                             Above 10,000/-                                           Rs.2/- per Rs.1000/-
      The Fund will not reimburse Demand Draft charges where demand draft amount exceeds Rs.50,000/- for purchase
      of Units by investors residing at location where the Customer Service Centers/ Collection Centers of the AMC are
      located.
      Investors residing at places other than where the Customer Service Centers/ Collection Centers are located, are
      requested to make the payment by way of demand draft(s) after deducting bank 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 and will be adjusted against issuance of number of units.
      In case of all purchase transactions including additional purchase requests, the AMC reserves the right to reject/
      reverse the transactions, if an amount of Rs. 1 Lakh and above is received by way of MICR cheques at the centers
      where high value clearing is available.
      Investors should complete the Application Form and deliver the same along with the cheque/draft at any of the
      Customer Service Centres of the AMC, listed on the last page of this Offer Document.
      Under normal circumstances, an Account Statement will be mailed to the investor, indicating the number of Units
      purchased within 3 Business Days of the acceptance of a valid application for purchase of Units.
      In the event of non-realization of any cheque or other instrument remitted by the investor, the transaction of crediting
      the Unitholder’s account will be reversed.
iii) Applicable NAV
      Purchases including switch ins: In respect of valid applications received uptothe cut-off time by the Mutual Fund
      alongwith a local cheque or a demand draft payable at par at the place where the application is received, the closing
      NAV of the day on which application is received shall be applicable.
      In respect of valid applications received after the cut-off time by the Mutual Fund alongwith a local cheque or a
      demand draft payable at par at the place where he application is received, the closing NAV of the next business day
      shall be applicable.
      However, in respect of valid applications with outstation cheques/demand drafts not payable at par at the place
      where the application is received, closing NAV of the day on which cheque/demand draft is credited shall be
      applicable.

                                                                                                                                       49
     Prudential ICICI Mutual Fund

          iv) Cut-off time for Purchase : 3.00 p.m.
          v)    Cooling-off period for web based transactions:
                For 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 repecti ve cut-off times
                for purchase and sale transactions.
                In respect of transactions received during and after the cooling off period the NAV of the next Business day would be
                considered as the Applicable NAV for the relevant transactions.
                For purchase transactions through the website of the Fund, following rules will apply:
                1.    Internet Banking: As stated above, provided the electronic bank confirmation is received simultaneously for
                      web-based transactions using Internet banking.
                2.    Applications accompanied by physical cheques/demand drafts: NAV of the Business Day on receipt of physical
                      transaction request at the nearest official point of transactions of AMC.
          vi) 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.
                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.
          vii) 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 Dynamic Plan” 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.
                Applications from OCBs should be accompanied with OAC form from an Overseas Auditor/Chartered Accountant/
                Certified Public Accountant and should be sent to the Registrar at Chennai, so as to reach them not later than seven
                days after the close of the Initial Offer Period.
          viii) 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.
          ix) Application under Power of Attorney/ Body Corporate/Registered Society/ Trust/ Partnership
                In case of an application under Power of Attorney or by a limited company, body corporate, registered society, trust
                or partnership, etc., the relevant Power of Attorney or the relevant resolution or authority to make the application as
50
                                                                                                     Prudential ICICI Monthly Income Plan

         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 within seven days from the date of close of the Initial Offer Period.
   x)    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.
   xi) 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 even of death of all the joint unit holders.
m) 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 in for a minimum of Rs 500.00.
   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 Initial 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 at the time of closure of account, even though such
   redemption is for less than Rs. 500.
   As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account numbers/
   requisite PAN number in their applications for redemption of Units.
   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).
         There shall be no exit load, at present.
         Investors may note that the Trustee has a right to prescribe or modify the load structure with prospective 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 55 for further details.
   ii)   Applicable NAV:
         Redemptions including switch outs: In respect of valid applications received upto the cut-off time by the Mutual
         Fund, same day’s closing NAV shall be applicable.
         In respect of valid applications received after the cut off time by the Mutual Fund, the closing NAV of the next
         business day shall be applicable.




                                                                                                                                            51
     Prudential ICICI Mutual Fund

          iii) Cut-off time for redemption: 3.00 p.m.
          iv) Cooling-off period for web based transactions:
                For 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 repecti ve cut-off times
                for purchase and sale transactions.
                In respect of transactions received during and after the cooling off period the NAV of the next Business day would be
                considered as the Applicable NAV for the relevant transactions.
                For purchase transactions through the website of the Fund, following rules will apply:
                1.    Internet Banking: As stated above, provided the electronic bank confirmation is received simultaneously for
                      web-based transactions using Internet banking.
                2.    Applications accompanied by physical cheques/demand drafts: NAV of the Business Day on receipt of physical
                      transaction request at the nearest official point of transactions of AMC.
          v)    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 Official Point of Transactions as listed in this Offer
                Document/notified by AMC from time to time.
                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.
          vi) Payment of Proceeds
                All Redemption requests received prior to the cut-off time 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 53 ‘Right to Limit
                Redemption’ and page 53 ‘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.
                Direct Credit facility is also available for payment of redemption/dividend proceeds, in case the unitholder has provided
                his bank mandate as one of the banks participating in direct credit arrangement.
                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-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/
                requisite PAN details in their applications for purchase or redemption of Units. If the Unitholder fails to
                provide the Bank mandate/ requisite PAN details, 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 Unitholder 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

52
                                                                                                Prudential ICICI Monthly Income Plan

     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 terms of the addendum dated September 16, 2004, the payment mechanism for both the redemption and dividend
     payouts has been synchronized by the AMC for all the investors who had opted for a Direct Credit for either redemption
     or for dividend payment. Both the redemption and dividend payments are being done through Direct Credit to the
     bank account provided by the Unit holders. This is applicable to the existing as well as new investors, unless a specific
     written request is received to this effect from the Unit holder for change in method of payment/ name of the bank.
     Further, the default option for payment of redemption/dividend proceeds for all the prospective investments (i.e.
     after the issue of this addendum) is the Direct Credit into the investor’s bank account (in case the investor has
     provided his bank mandate as one of the banks participating in direct credit arrangement and if he fails to specify the
     mode of payment).
     The AMC may alter the list of the banks participating in direct credit arrangement from time to time / withdraw direct
     credit facility from the banks, based on its experience of dealing with any of such banks or add / withdraw the name
     of the bank with whom direct credit facility arrangements can be introduced/ discontinued as the case may be.
vii) 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.
viii) 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.
ix) 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.
x)   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).
xi) 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.

                                                                                                                                       53
     Prudential ICICI Mutual Fund

                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.
          xii) Permanent Account Number (PAN):
                If the amount invested is Rs. 50,000 or more, the applicant or in the case of application in joint names, each of the
                applicants, should mention his/her permanent account number (PAN) allotted under the Income Tax Act, 1961 or
                where the same has not been allotted, the GIR number and the income-tax Circle/Ward/District should be mentioned.
                In case where neither the PAN nor the GIR number has been allotted, the fact of non-allotment should be mentioned
                in the application form. Any application form without these details will not be accepted by the fund.




54
                                                                                                   Prudential ICICI Monthly Income Plan

                                                        SECTION IV
                                     LOAD STRUCTURE, FEES AND EXPENSES

a)   LOAD STRUCTURE OF THE SCHEME
     Entry Load:
     The Trustee for the present intends to charge, 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.
     Exit load:
     The Trustee for the present does not intend to charge an exit load on redemptions.
     No entry load will be charged in respect of switch transaction from one equity scheme of the Fund to another equity
     scheme of the Fund.
     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 only. The Trustee shall arrange to display a notice in the Customer Service Centers of the AMC
     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 and may also be disclosed in the statement of accounts
     issued 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 respective Plans 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)    Initial Issue Expenses
           The total Initial Issue Expenses chargeable to the Scheme as per the current Regulations are subject to a maximum of
           6% of the amount collected during the Initial Offer Period. However, the Initial Issue Expenses charged to the
           Scheme were limited to 1.33% of the amount mobilized during initial offer period.
     ii)   Estimated Recurring Expenses
                                                                              (% per annum of average net assets)
            Description                                                          Prudential ICICI Dynamic Plan
            Investment Management Fee                                                            1.25
            Trustee Fee                                                                          0.05
            Custodian Fee                                                                        0.20
            Marketing & Selling                                                                  0.50
            Registrar & Transfer Agent                                                           0.10
            Audit Costs                                                                          0.01
            Costs of Investor Communications                                                     0.12
            Cost of Funds Transfer                                                               0.10
            Costs for A/c Statements, Dividend etc.                                              0.11
            Cost of Statutory Advertisements                                                     0.01
            Other Expenses                                                                       0.05
            Total Recurring Expenses                                                             2.50

           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 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.
                                                                                                                                          55
     Prudential ICICI Mutual Fund

                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
                  2.50 %                          2.25%                        2.00%                      1.75%
                Provided that such recurring expenses shall be lesser by at least 0.25% of the weekly average net assets outstanding
                in each financial year in respect of a scheme investing in bonds.
                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)    Initial Issue Expenses
                ICICI Mutual Fund, prior to the joint venture with Prudential, had launched two closed ended growth schemes, ICICI
                Premier, launched on November 30, 1993 and ICICI Power, launched on August 24, 1994 (since converted into an
                open-ended scheme). Subsequent to the joint venture with Prudential, the Fund launched three open-ended schemes
                (Prudential ICICI Growth Plan, Prudential ICICI Income Plan and Prudential ICICI Liquid Plan) on June 4, 1998 and one
                open ended scheme (Prudential ICICI FMCG Fund) on February 15, 1999. The Fund also launched Prudential ICICI Tax
                Plan, Prudential ICICI Gilt Fund, Prudential ICICI Balanced Fund, Prudential ICICI Technology Fund, Prudential ICICI
                Monthly Income Plan, Prudential ICICI Fixed Maturity Plan, Prudential ICICI Child Care Plan, Prudential ICICI Index
                Fund, Prudential ICICI Dynamic Plan, SENSEX Prudential ICICI Exchange Traded Fund, Prudential ICICI Advisor Series,
                Prudential ICICI Income Multiplier fund, Prudential ICICI Discovery Fund and Prudential ICICI Emerging S.T.A.R (Stocks
                Targeted at Return) Fund on July 9,1999, July 21, 1999, September 20,1999, January 7, 2000, September 28, 2000,
                December 20, 2000, July 16, 2001, February 15, 2002, October 7, 2002, January 6, 2003, November 10, 2003,
                February 16, 2004, July 9, 2004 and September 6, 2004 respectively. The following are the additional Plans under
                the existing Schemes of the Fund:
                  Sr.No. Additional Plan                                Existing Scheme                         Launch date
                  1          Prudential ICICI Gilt Fund -               Prudential ICICI Gilt Fund                April 26, 2001
                                                                        One Year Plus Plan
                  2          Prudential ICICI Short Term Plan           Prudential ICICI Income Plan            October 18, 2001
                  3          Prudential ICICI Long Term Plan            Prudential ICICI Income Plan            March 26, 2002
                  4          Prudential ICICI Sweep Plan                Prudential ICICI Liquid Plan            February 27, 2002
                  5          Prudential ICICI Fixed maturity Plan –     Prudential ICICI Fixed Maturity Plan    March 22, 2002
                             Yearly 5
                  6          Prudential ICICI Fixed Maturity Plan –     Prudential ICICI Fixed Maturity Plan    June 27, 2002
                             One Year Plus Plan
                  7.         Prudential ICICI FMP Yearly- Series 7      Prudential ICICI Fixed Maturity Plan    August 19, 2002
                  8.         Prudential ICICI Fixed Maturity Plan –     Prudential ICICI Fixed Maturity Plan    September 16, 2002
                             One Year Plus Plan - Series 8
                  9.         Prudential ICICI Flexible Income Plan      Prudential ICICI Income Plan            September 16, 2002
                  10.        Prudential ICICI Fixed Maturity Plan –     Prudential ICICI Fixed Maturity Plan    March 17, 2003
                             One Year Plus Plan - Series 12
                  11.        Prudential ICICI Floating Rate Plan        Prudential ICICI Income Plan            March 28, 2003
                  12.        Prudential ICICI Flexible                  Prudential ICICI Income Plan            May 22, 2003
                             Income Plus Plan
                  13         Prudential ICICI Deposit Plus NRI Series   Prudential ICICI Fixed Maturity Plan    October 3, 2003
                  14         Prudential ICICI Gilt Fund                 Prudential ICICI Gilt Fund              November 3, 2003
                             Investment Plan – PF Option                Investment Plan
                  15         Prudential ICIC Fixed Maturity Plan –      Prudential ICICI Fixed Maturity Plan    December 15, 2003
                             Yearly Series 23
                  16         Prudential ICICI Gilt Fund Treasury–       Prudential ICICI Gilt Fund Treasury Plan January 19, 2004
                             PF Option
                  17         Prudential ICIC Fixed Maturity Plan –      Prudential ICICI Fixed Maturity Plan    March 15, 2004
                             Series 24
                  18         Prudential ICIC Fixed Maturity Plan –      Prudential ICICI Fixed Maturity Plan      August 10, 2004
                             Series 25 – Quarterly and
                             15 Months Plan

56
                                                                                            Prudential ICICI Monthly Income Plan

 Sr.No. Additional Plan                                 Existing Scheme                             Launch date
 19       Prudential ICIC Fixed Maturity Plan –         Prudential ICICI Fixed Maturity Plan        September 6, 2004
          Series 25 – Yearly Plan
 20       Prudential ICIC Fixed Maturity Plan –         Prudential ICICI Fixed Maturity Plan        August 31, 2004
          Series 26
 21       Prudential ICICI Long Term                    Prudential ICICI Income Plan                August 24, 2004
          Floating Rate Plan
Given below are the details of estimated and actual Initial Public Issue expenses in respect of the above schemes:
Initial Issue Expenses – Comparison of Estimated to Actuals
 Description                                        ICICI Premier                              ICICI Power#
                                      Estimated - % to      Actuals - % to      Estimated - % to         Actuals - % to
                                      Target Amount         Subscription        Target Amount            Subscription

 Advertising Expenses                 1.75                  1.48                1.50                     1.61
 Commission to agents & brokers 2.00                        1.36                1.75                     2.53
 Registrar Expenses                   0.75                  0.10                1.25                     0.07
 Printing & Mailing                   1.00                  0.24                1.00                     0.42
 Miscellaneous                        0.50                  0.36                0.50                     0.40
 Total                                6.00                  3.54                6.00                     5.03
 Target Amount/ Amount                Rs. 100               Rs. 159             Rs. 50                   Rs. 90.28
 Mobilised                            crore                 crore               crore                    crore

# For close-ended scheme
The Initial Issue Expenses relating to Liquid Plan, Income Plan, Growth Plan, Gilt Plan, Monthly Income Plan, Fixed
Maturity Plan, Gilt Treasury- 1 Year Plus Plan, Short Term Plan, Sweep Plan, Long Term Plan, Fixed Maturity Plan-
Yearly 5, Fixed Maturity Plan – One Year Plus Plan – Series 6, 7, 8 & 12, Prudential ICICI Flexible Income Plan, SENSEX
Prudential ICICI Exchange Traded Fund, Prudential ICICI Floating Rate Fund, Prudential ICICI Flexible Income Plus Plan
and Prudential ICICI Income Multiplier Fund – Regular Plan were borne by the AMC
Initial Issue Expenses - Prudential ICICI FMCG Fund, Prudential ICICI Tax Plan, Prudential ICICI Balanced Fund, Prudential
ICICI Technology Fund, Prudential ICICI Child Care Plan, Prudential ICICI Index Fund, Prudential ICICI Dynamic Plan
and Prudential ICICI Advisor Series.
The Initial Issue Expenses charged to the Investors under Prudential ICICI FMCG Fund, Prudential ICICI Tax Plan, and
Prudential ICICI Balanced Fund were limited to 1% of the amount mobilized during the Initial Offer Period. The initial
issue expenses charged to Investors under Prudential ICICI Technology Fund were limited to 1.75% of the corpus
mobilized under the Initial Offer Period. In respect of Prudential ICICI Child Care Plan, initial issue expenses to be
charged to the Scheme are limited to 2.50% of the amount mobilised during the initial offer period under Gift Plan
and 1.50% under Study Plan. Under Prudential ICICI Index Fund, the initial issue expenses to be charged to the
Scheme is limited to 1.50% of the amount mobilized during the initial offer period. Under Prudential ICICI Dynamic
Plan, the initial issue expenses to be charged to the Scheme is limited to 2.50% of the amount mobilized during the
initial offer period (as mentioned in the offer document), whereas the actual initial issue expenses charged to the
scheme were limited to 1.33%. Under Prudential ICICI Advisor Series, the initial issue expenses to be charged to the
Scheme is limited to 2.40% of the amount mobilized during the initial offer period (as mentioned in the offer
document), whereas the actual initial issue expenses charged to the scheme were limited to 0.79%.




                                                                                                                                   57
     Prudential ICICI Mutual Fund

     The details of estimated Vs actual expenses are as under:
                                           FMCG Fund                    Tax Plan                       Gilt Fund                         Balanced Fund                    Technology Fund
       Description                    Estimated -  Actual -        Estimated -    Actual -       Estimated -      Actual -          Estimated -    Actual -          Estimated -    Actual -
                                      % to Target %tosub-          % to Target % to Sub-         % to Target % to Sub-              % to Target % to Sub-            % to Target % to Sub-
                                          Amount scription             Amount    scription           Amount      scription              Amount    scription              Amount    scription
       Advertising, printing and                0.50        1.40          0.90            0.33              1.00            0.15              0.65            0.45           0.75           0.27
       other marketing expenses
       Collection, Registrar and                0.25        0.12          0.60            0.04              0.25            0.01              0.25            0.01           0.25           0.04
       Bank charges
       Selling Commissions                      1.00        0.93          1.00            1.06                   -          0.02              1.00            1.01           1.00           1.49
       Total                                   1.75        2.45          2.50            1.43           1.25               0.18              1.90            1.47           2.00         1.80
       Target Amount/Amount                Rs. 1.00         1.59      Rs.10.00     Rs. 50.76         Rs. 1.00 Rs. 150.01                Rs. 1.00 Rs. 197.58              Rs. 1.00     Rs. 509
       Mobilised                              crore    Rs. crore          lacs        crores            crore      crore                   crore     crores               crores       crores

                                     Child Care         Child Care      Child Care
                                         Plan –             Plan –       Plan- Gift                     Index Fund                          Dynamic Plan                   Advisor Series
                                       Gift Plan        Study Plan    & Study Plan
       Description                  Estimated -        Estimated -         Actual -         Estimated -           Actual -         Estimated -        Actual -       Estimated -      Actual -
                                    % to Target        % to Target       % to Sub-          % to Target          % to Sub-         % to Target       % to Sub-       % to Target    % to Sub-
                                        Amount             Amount         scription             Amount           scription             Amount        scription           Amount      scription
       Advertising, printing and              1.85             2.28              11.86               1.25                 Nil               0.75              Nil           1.05            0.17
       other marketing expenses                                                                (includes
                                                                                                  Selling
                                                                                             Commission)
       Collection, Registrar and              0.35             0.35               0.63               0.25                 Nil               0.25              Nil           1.00            0.04
       Bank charges
       Selling Commissions                    1.00             1.00               1.42                  -                 Nil               1.50             1.33            035            0.58
       Total                                 3.20             3.63           13.91                   1.50                 Nil               2.50         1.33              2.40          0.79
       Target Amount/                     Rs. 1.00        Rs. 1.00        Rs.10.62               Rs. 1.00            Rs. 7.86         Rs. 7.86       Rs. 17.64              Rs.5    Rs.310.62
       Amount Mobilised                      crore          crore           crores                 Crore              crores           crores           crores            Lakhs        Crores

     Note:
     1.    The Initial Issue Expenses under FMCG Fund were more due to higher advertisement costs.
     2.    As disclosed in the offer document of Child Care plan, expenses to the extent or 3.63% for Study Plan and 3.20% for Gift
           Plan have been charged to the Scheme and the balance expenses have been borne by the AMC.
     ii.   Estimated recurring expenses-open ended Schemes
           As per the Offer Document for the Liquid Plan, Income Plan, Growth Plan, FMCG Fund, Tax Plan, Gilt Fund, Balanced
           Fund, Technology Fund, Monthly Income Plan, Gilt Treasury 1 Year Plus Plan, Fixed Maturity Plan, Short Term Plan, Child
           Care Plan, Index Fund, Power, Long Term Plan, Sweep Plan, Flexible Income Plan, Dynamic Plan, SPIcE, Floating Rate Plan,
           Flexible Income Plus Plan and Prudential ICICI Advisor series, the following were the estimated recurring expenses.
                                                                                                                                   (% per annum of average net assets)
       Description                                                       Growth          Income      Liquid           FMCG           Tax              Gilt Fund                     Balanced
                                                                            Plan            Plan       Plan            Fund         Plan       Treasury     Investment                  Fund
                                                                                                                                                 Option         Option

       Investment management & Advisory fees                                 1.25           1.25       0.70             1.25        1.25             0.75                0.75            1.25
       Additional Fees (if any)                                                     -            -           -              -           -                -                   -                 -
       Trustee Fees                                                          0.05           0.05       0.05             0.05        0.05             0.05                0.05            0.05
       Custodian Fees                                                        0.30           0.15       0.08             0.30        0.30             0.04                0.04            0.15
       Advertising, Marketing & Selling Expenses                             0.50           0.25       0.03             0.50        0.50             0.02                0.02            0.20
       Registrar & Transfer Agents Fees                                      0.10           0.10       0.10             0.10        0.10             0.04                0.04            0.10
       Transaction Costs                                                     0.05           0.05       0.02             0.05        0.05                 -                   -           0.05
       Audit Fees                                                            0.01           0.01       0.01             0.01        0.01                 -                   -           0.01
       Cost related to Investor communications                               0.04           0.04       0.01             0.04        0.04             0.02                0.02            0.03
       Cost of funds transfer                                                0.05         0.025        0.00             0.05        0.05                 -                   -           0.05
       Cost of providing Account Statements,                                 0.05         0.025        0.00             0.05        0.05             0.05                0.05            0.03
       dividend distributions, etc.
       Cost of statutory advertisements                                      0.05         0.025        0.00             0.05        0.05             0.01                0.01            0.04
       Other Expenses                                                        0.05         0.025        0.00             0.05        0.05             0.02                0.02            0.04
       Total Annual Recurring Expenses                                       2.50           2.00       1.00             2.50        2.50             1.00                1.00            2.00




58
                                                                                                                 Prudential ICICI Monthly Income Plan

                                                                                                             (% per annum of average net assets)

    Description                                 Technology      Monthly         Gilt- Fixed          Short         Child Care Plan            Index Fund
                                                      Fund       Income    Treasury Maturity         Term    Gift Plan Study Plan
                                                                    Plan      1 Year    Plan          Plan
                                                                           Plus Plan

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

    Total Annual Recurring Expenses                   2.50         2.25        1.00    1.00           1.00           2.50          2.25             1.25

*       Includes insurance premium payable under Child Care Plan.
** Includes Cost related to investor communication, A/c. Statement, dividend distribution and Statutory advertisement.
                                                                                                  (% per annum of average net assets)
    Description                                    Power        Long Term       Sweep Plan        Flexible Income      Dynamic Plan              SPIcE
                                                                      Plan                                    Plan
    Investment management & Advisory fees            1.25             1.25            0.75                   1.00                1.00             0.60
    Additional Fees (if any)                         0.00             0.00            0.00                   0.00                0.00             0.00
    Trustee Fees                                     0.05             0.05            0.05                   0.05                0.02             0.01
    Custodian Fees                                   0.20             0.15            0.04                   0.02                0.15             0.05
    Advertising, Marketing & Selling Expenses        0.47             0.25            0.02                   0.30                0.45             0.17
    Registrar & Transfer Agents Fees                 0.10             0.10            0.04                   0.06                0.08             0.10
    Transaction Costs                                0.00             0.05            0.00                   0.00                0.05             0.00
    Audit Fees                                       0.01             0.01            0.00                   0.01                0.01             0.01
    Cost related to Investor communications          0.12             0.04            0.05                   0.06                0.05             0.03
    Cost of funds transfer                           0.14            0.025            0.00                   0.00                0.05             0.00
    Cost of providing Account Statements,            0.11            0.025            0.08                   0.00                0.05                -
    dividend distributions, etc.
    Cost of statutory advertisements                 0.01            0.025            0.02                   0.00                0.05                -
    Other Expenses                                   0.04            0.025            0.20                   0.00                0.04             0.03

    Total Annual Recurring Expenses                  2.50             2.00            1.25                   1.50                2.00             1.00

    Description                                                   Floating         Flexible               Advisor             Income         Discovery
                                                                      Rate          Income                 Series           Multiplier            Fund
                                                                      Plan        Plus Plan                                      Fund
    Investment management & Advisory fees                             0.45            0.50                   0.50                1.00             1.25
    Additional Fees (if any)                                          0.00            0.00                   0.00                0.00             0.00
    Trustee Fees                                                      0.05            0.05                   0.01                0.05             0.05
    Custodian Fees                                                    0.02            0.02                   0.01                0.20             0.20
    Advertising, Marketing & Selling Expenses                         0.07            0.30                   0.15                0.47             0.50
    Registrar & Transfer Agents Fees                                  0.06            0.06                   0.02                0.10             0.10
    Transaction Costs                                                 0.00            0.00                   0.00                0.05             0.00
    Audit Fees                                                        0.01            0.01                   0.01                0.01             0.01
    Cost related to Investor communications                           0.03            0.06                   0.01                0.12             0.12
    Cost of funds transfer                                            0.00            0.00                   0.01                0.09             0.10
    Cost of providing Account Statements,
    dividend distributions, etc.                                      0.00            0.00                   0.01                0.11             0.11
    Cost of statutory advertisements                                  0.00            0.00                   0.01                0.01             0.01
    Other Expenses                                                    0.06            0.00                   0.01                0.04             0.05

    Total Annual Recurring Expenses                                   0.75            1.00                   0.75                2.25             2.50

                                                                                                                                                             59
     Prudential ICICI Mutual Fund

     iii) Condensed Financial Information:
     a.   Condensed Financial Information for the period ended March 31, 2002.
                                                Tax Plan     Gilt Treasury            Gilt                Balanced          Technology        Monthly Gilt Treasury
                                                                               Investment                     Fund               Fund     Income Plan        1 Year
                                                                                                                                                          Plus Plan
      Historical Per Unit Statistics

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

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

                                                             Fixed                     Fixed                    Fixed                   Fixed                   Fixed
                                                          Maturity                 Maturity                  Maturity                Maturity                Maturity
                                                             Plan -                   Plan –                   Plan –                   Plan -                 Plan –
                                                        Quarterly 1            Half Yearly 1                 Yearly 1              Quarterly 2             Quarterly 3
      Historical Per Unit Statistics
      Date of Allotment                         December 20. 2000         December 20, 2000          December 20, 2000        January 22, 2001       February 20, 2001
      NAV at the beginning of the year (Rs.)
      Growth Option                                          10.3045                 10.2803                   10.3352                   10.1812              10.1020
      Dividend Option                                        10.0643                 10.2803                   10.3352                   10.1812              10.1020
      Net Income per unit                                      32.49                    2.48                         1.05                   4.17                  2.05
      Dividends                                              @0.8781                @0.9015                   @1.0473                  @0.8543                @0.9234
      Transfer to Reserves                                         -                             -                      -                      -                      -
      Compounded Annualised Returns                           9.34%                   9.27%                      9.77%                    8.69%                   9.49
      (Based on NAVs of Growth Option)
      Benchmark Index                                            N.A                     N.A                         N.A                    N.A                    N.A
      Return compared to Benchmark Index                         N.A                     N.A                         N.A                    N.A                    N.A
      Net Assets end of period (Rs. Crore)                      3.52                   10.22                         8.65                  17.71                 16.92
      NAV at the end of the period
      Growth Option                                          11.2079                 11.1988                   11.2644                   11.0390              11.0555
      Dividend Option                                        10.0378                 10.2373                   10.1970                   10.1450              10.0855

      Ratio of Recurring Exps to Net Assets                   0.51%                   0.55%                      0.60%                    0.54%                 0.53%




60
                                                                                                       Prudential ICICI Monthly Income Plan

Fixed Maturity                           Fixed Maturity Plan –    Fixed Maturity Plan –   Fixed Maturity Plan – Fixed Maturity Plan –
                                           Plan – Half Yearly 2                Yearly 2                Yearly 3              Yearly 4
Historical Per Unit Statistics
Date of Allotment                              March 22, 2001           March 22, 2001           June 21, 2001      September 20, 2001
NAV at the beginning of the year (Rs.)
Growth Option                                          10.0093                 10.0356                        #                        #
Dividend Option                                        10.0093                 10.0356                        #                         -
Net Income per unit                                     0.5520                    0.99                     0.67                     0.39
Dividends                                             @0.7765                 @0.9231                         -                         -
Transfer to Reserves                                          -                       -                       -                         -
Compounded Annualised Returns                           8.15%                  10.03%                  6.75%*                   4.38%*
(Based on NAVs of Growth Option)
Benchmark Index                                            N.A                     N.A                     N.A                       N.A
Return compared to Benchmark Index                         N.A                     N.A                     N.A                       N.A
Net Assets end of period (Rs. Crore)                      0.16                  102.28                     7.80                     6.36
NAV at the end of the period
Growth Option                                          10.8363                 11.0292                 10.6753                  10.4381
Dividend Option                                        10.0388                 10.0110                 10.6753                  10.4381
Ratio of Recurring Exps to Net Assets                   0.55%                    0.60%                  0.60%                     0.60%

                                               Child Care Plan-        Child Care Plan-             Short term          Fixed Maturity
                                                    Gift option           Study option                     Plan         Plan – Yearly 5
Historical Per Unit Statistics
Date of Allotment                              August 31, 2001         August 31, 2001        October 25, 2001           March 22, 2002
NAV at the beginning of the year (Rs.)
Growth Option                                                #                       #                        #                        #
Dividend Option                                               -                       -                       -                         -
Net Income per unit                                       0.45                    0.50                     0.33                     0.01
Dividends                                                     -                       -               0.3430@                           -
Transfer to Reserves                                          -                       -                       -                         -
Compounded Annualised Returns                         11.60%*                  8.90%*                  3.92%*                   0.35%*
(Based on NAVs of Growth Option)
Benchmark Index                                           Nifty                    N.A                     N.A                       N.A
Return compared to Benchmark Index                        7.19                     N.A                     N.A                       N.A
Net Assets end of period (Rs. Crore)                      7.38                    7.85                  418.32                     85.40
NAV at the end of the period
Growth Option                                            11.16                   10.89                 10.3915                  10.0354
Dividend Option                                               -                       -                10.0433                          -
Ratio of Recurring Exps to Net Assets                   2.00%                    1.50%                  1.00%                     0.60%

                                                                            Index Fund          Long term Plan              Sweep Plan

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

                                                                                                                                              61
     Prudential ICICI Mutual Fund

     Notes:
     1)     Returns since inception are for the growth plan in each case except for Prudential ICICI Gilt Fund – One Year Plus Plan in
            which Growth Option is not available.
     2)     From current year, while arriving at Net Income per unit, Income Equalisation Reserve and marked to market has not been
            considered and it is calculated on the basis of closing units as on March 31, 2002.
     3)     The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of the
            period of the respective condensed financial information whereas the returns compared to benchmark index are computed
            for the financial year.
     *      Prudential ICICI Fixed Maturity Plan- Yearly 3,4 &5, Prudential ICICI Gilt Treasury 1 Year Plus Plan, Prudential ICICI Child
            Care Plan – Gift Plan & Study Plan, Prudential ICICI Short Term Plan, Prudential ICICI Long Term Plan, Prudential ICICI
            Sweep Plan and Prudential ICICI Index Fund have not completed one 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.
     @      Including distribution tax.
     b)     Condensed Financial Information for the period ended March 31, 2003.
                                                             Monthly     Fixed Maturity     Fixed Maturity    Fixed Maturity    Gilt Treasury
                                                         Income Plan        Plan - Qtly 1       Plan – Half    Plan –Yearly 1    1 Year Plus
                                                                                                   Yearly 1                           Plan***
         Historical Per Unit Statistics
         Date of Allotment                              November 10,       December 20,      December 20,      December 20,         April 30,
                                                               2000               2000              2000              2000             2001
         NAV at the beginning of the year (Rs.)
         Growth Option                                       11.7643            11.2079            11.1988           11.2644                -
         Dividend Option                                             -          10.0378            10.2373           10.1970         10.0213
         Monthly Option                                      10.1792                    -                 -                 -
         Quarterly Option                                    10.2228                    -                 -                 -               -
         Half Yearly Option                                  10.2187                    -                 -                 -               -
         Net Income per unit                                     1.02               0.14              5.90             13.82
         N.A.
         Dividends                                                   -                  -                 -                 -
         Monthly option                                       0.6692                    -                 -                 -               -
         Quarterly option                                     0.6963                    -                 -                 -               -
         Half-Yearly Option                                   0.7346                    -                 -                 -               -
         Transfer to Reserves                                        -                  -                 -                 -               -
         Compounded Annualised Returns                       10.69%               7.99%             7.97%             8.27%                 -
         (Based on NAVs of Growth Option)
         Benchmark Index                                    Crisil MIP                 $                 $                 $              —
                                                        Blended Index
         Return compared to Benchmark Index                    1.60%                    -                 -                 -             —
         Net Assets end of period (Rs. Crore)                 275.36               34.98              0.51              0.43                -
         NAV at the end of the period
         Growth Option                                       12.7427            11.9131            11.9083           11.9840                -
         Dividend Option                                             -          10.6695            10.8855           10.8482                -
         Monthly Option                                      10.3323                    -                 -                 -               -
         Quarterly Option                                    10.3550                    -                 -                 -               -
         Half Yearly Option                                  10.3177                    -                 -                 -               -
         Institutional Option – Monthly Dividend                                10.6701
         Ratio of Recurring Exps to Net Assets                 1.58%              0.55%             0.55%             0.60%           0.30%
         Ratio of Recurring Exps to Net Assets-
         Institutional Plan-Annualised                                            0.25%




62
                                                                                                                                                Prudential ICICI Monthly Income Plan

                                               Fixed         Fixed                Fixed            Fixed          Fixed       Fixed       Child Care         Child Care       Short Term
                                           Maturity       Maturity             Maturity         Maturity       Maturity    Maturity        Plan-Gift        Plan-Study               Plan
                                              Plan -        Plan –               Plan –           Plan –         Plan –      Plan -          Option             Option
                                         Quarterly 2    Quarterly 3       Half Yearly 2         Yearly 2       Yearly 3    Yearly 4
Historical Per Unit Statistics
Date of Allotment                         January 22,   February 20,             March 22,      March 22,       June 21,    Sept 20,       August 31,         August 31,       October 25,
                                                2001           2001                  2001           2001           2001        2001             2001               2001              2001
NAV at the beginning of the                                                                                                                        11.16           10.89
year (Rs.)
Growth Option                                11.0390        11.0555                10.8363        11.0292       10.6753     10.4381                                               10.3915
Dividend Option                              10.1450        10.0855                10.0388        10.0110       10.6753     10.4381                     -                 -       10.0433
Net Income per unit                              3.00           1.69                  2.25             0.61         0.69     269.99                 0.20               0.57           1.14
Dividends                                     0.1847         0.1788                      -                -            -           -                    -                 -        0.0924
Transfer to Reserves                                -              -                     -                -            -           -                    -                 -              -
Compounded Annualised Returns                  7.68%          7.86%                 6.84%             8.44%       8.22%       7.48%               4.16%           8.76%             8.47%
(Based on NAVs of Growth Option)
Benchmark Index                                    $              $                      $                $           $           $                Crisil      Crisil MIP           Crisil
                                                                                                                                               Balanced         Blended         Composite
                                                                                                                                                    Fund            Index       Bond Fund
                                                                                                                                                   Index
Return compared to                                 $              $                      $                $           $           $              -0.76%          -1.88%            -2.49%
Benchmark Index
Net Assets end of period                         0.92           5.51                  0.04            10.51        20.41       0.01                10.72           12.36          1078.83
(Rs. Crore)
NAV at the end of the period                                                                                                                       10.67           11.42
Growth Option                               11. 7551        11.7293                11.4328        11.7817       11.5055     11.1635                                               11.2323
Dividend Option                              10.6074        10.5122                10.5916        10.6939       11.5055     11.1635                     -                 -       10.7561
Institutional Option Growth                         -              -                     -                -            -           -                    -                 -       11.2345
Ratio of Recurring Exps to                     0.55%          0.55%                 0.55%             0.60%       0.60%       0.60%               2.00%           1.50%             1.00%
Net Assets
Ratio of Recurring Exps to Net Assets-
Institutional Plan-Annualised                       -              -                     -                -            -           -                    -                 -         0.80%


                                                            Fixed Maturity          Index Fund           Long term Plan      Sweep Plan            Fixed Maturity          Fixed Maturity
                                                           Plan – Yearly 5                                                                              One Year          One Year Plan -
                                                                                                                                                   Plan –Series 6                Series 7
Historical Per Unit Statistics
Date of Allotment                                                March 22,           February 26,             March 28,           March 6,                  June 28,           August, 19,
                                                                     2002                   2002                  2002               2002                      2002                 2002
NAV at the beginning of the                                                                  9.5200                                10.0520                        #                     #
year (Rs.)
Growth Option                                                          10.0354                                  10.0096
Dividend Option                                                              -                    -                    -                   -                       -                     -
Net Income per unit                                                       0.85               (0.44)                 0.79                0.20                   0.66                   0.32
Dividends                                                                    -                    -                    -                   -                       -                     -
Transfer to Reserves                                                         -                    -                    -                   -                       -                     -
Compounded Annualised Returns                                           8.43%           -15.45%                 13.52%                 5.15%                6.55%*                3.14%*
(Based on NAVs of Growth Option)
Benchmark Index                                                             $                 Nifty               Crisil             Crisil
                                                                                                              Composite        Liquid Fund
                                                                                                              Bond Fund              Index                        $                     $
Return compared to Benchmark Index                                          #                0.89%                3.16%            -1.10%                         #                     #
Net Assets end of period (Rs. Crore)                                     93.77                13.51              234.34                22.86                 139.96                   1.27
NAV at the end of the period                                            8.3278           11.3634                10.5508            10.6555                  10.3140
Growth Option                                                          10.8643                    -                    -                   -                       -                     -
Dividend Option                                                        10.8643                    -                    -                   -                       -                     -
Ratio of Recurring Exps to Net Assets                                   0.60%                1.25%                0.60%                1.03%                  0.60%                 0.60%
Ratio of Recurring Exps to Net Assets-
Institutional Plan-Annualised                                                -                    -                    -                   -                       -                     -




                                                                                                                                                                                             63
     Prudential ICICI Mutual Fund

                                                    Fixed Maturity       Flexible    Dynamic Plan        SPIcE     Fixed Maturity   Floating Rate
                                                            Plan –   Income Plan                                          Plan –             Plan
                                                       Yearly 8***                                                      Yearly 12
         Historical Per Unit Statistics
         Date of Allotment                           September 17,   September 27,     October 31,   January 10,        March 21,       March 29,
                                                             2002            2002            2002          2003             2003            2003
         NAV at the beginning of the year (Rs.)                 #               #               #             #                 #               #
         Net Income per unit                                   NA             0.73          (0.15)        (0.04)             0.01           0.004
         Dividends                                               -               -               -             -                -                -
         Transfer to Reserves                                                    -               -             -                -                -
         Compounded Annualised Returns                         Nil        7.74%*          2.80%*       -9.40%*            0.19%*          0.05%*
         (Based on NAVs of Growth Option)
         Benchmark Index                                        $     I-Sec Si-Bex           Nifty      SENSEX                  $    CRISIL Liquid
                                                                                                                                       Fund Index
         Return compared to Benchmark Index                     #           4.20%           0.14%       -0.16%                 #             @@
         Net Assets end of period (Rs. Crore)                 0.00         587.77            78.31        19.35             42.23          528.11
         NAV at the end of the period                            -        10.7745         10.2799       30.4342                           10.0046
         Growth Option                                                                                                    10.0191
         Dividend Option                                         -               -               -             -                -                -
         Institutional Option Growth                                                                                      10.0208
         Ratio of Recurring Exps to Net Assets              0.60%           1.00%           2.00%         0.80%            0.75%           0.75%
         Ratio of Recurring Exps to Net Assets-
         Institutional Plan-Annualised                                           -               -             -           0.20%                 -

     Notes:
     1.      Returns since inception are for the growth plan in each case.
     2.      While arriving at Net Income per unit, Income Equalisation Reserve and mark to market has not been considered and it is
             calculated on the basis of closing units as of March 31, 2003.
     3.      The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of the
             period of the respective condensed financial information whereas the returns compared to benchmark index are computed
             for the financial year.
     *       Fixed Maturity One Year Plan – Series 6, 7, 8, Fixed Maturity Plan – Yearly 12, Prudential ICICI Flexible Income Plan,
             Prudential ICICI Dynamic Plan, SENSEX Prudential ICICI Exchange Traded Fund and Prudential ICICI Floating Rate Plan
             have not completed one year since the date of their launch. Returns are computed in absolute terms and for Growth
             Options only from the date of allotment. The NAV on the date of allotment is taken as Rs.10 for computation of returns
     *** All the units holders under the schemes- Prudential ICICI Gilt Fund Treasury 1 Year Plus Plan and Prudential ICICI Fixed
         Maturity Yearly Plan Series 8 have redeemed their unit holdings and units are nil as on 31/03/03
     #       These Schemes were launched during the year and these schemes were not in existence at the beginning of the year.
     $       Appropriate benchmark index is not available.
     @@ Since the units under Scheme were allotted on March 29, 2003 the return compared to Benchmark Index detail is not
        provided.




64
                                                                                                                                Prudential ICICI Monthly Income Plan

c)     Condensed Financial Information for the period ended March 31, 2004
                                                                   Fixed Maturity             Fixed Maturity           Child Care Plan-             Child Care Plan-
                                                                  Plan – Yearly 3^           Plan - Yearly 4^              Gift Option                Study Option
     Historical Per Unit Statistics
     Date of Allotment                                               June 21, 2001               Sept 20, 2001         August 31, 2001              August 31, 2001
     NAV at the beginning of the year (Rs.)                                                                                        10.67                      11.42
     Growth Option                                                        11.5055                      11.1635                           -                         -
     Dividend Option                                                               -                           -                         -                         -
     @@ Net Income per unit                                                     N.A.                       N.A.                      1.45                      1.10
     Dividends                                                             0.7908                              -                         -                         -
     Transfer to Reserves                                                          -                           -                         -                         -
     Compounded Annualised Returns                                               N.A                       N.A.                  29.52%                     14.32%
     (Based on NAVs of Growth Option)
     Benchmark Index                                                               $                           $                     Nifty                Crisil 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      Index Fund Long term          Sweep Plan       Fixed Maturity Fixed Maturity
                                                     Plan    Plan – Yearly 5                      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                    7.58%              6.19%         22.07%          11.26%            4.53%            29.37%*                     NA
 (Based on NAVs of Growth Option)
 Benchmark Index                              Crisil Short                $              Nifty        Crisil   Crisil Liquid                   $                       $
                                              term Bond                                          Composite     Fund Index
                                                      Fund                                       Bond Fund
                                                                                                      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%                    -                 -             -               -                    -                      -




                                                                                                                                                                           65
     Prudential ICICI Mutual Fund

                                                     Flexible   Flexible        Dynamic            SPICE        Fixed        Floating             Fixed       Fixed
                                                      Income     Income            Plan                     Maturity        Rate Plan          Maturity   Maturity
                                                         Plan Plus Plan^                                       Plan –                            Plan –  Plan – NRI
                                                                                                            Yearly 12                     NRI 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.
      Dividends                                        0.1200              -             -              -              -      0.0182                                0.1090
      Dividend Option (Quarterly)                      0.4000
      Divide4nd Option (fortnightly)                                                                                                  -                     -              -
      Transfer to Reserves                                    -            -             -              -              -              -                     -              -
      Compounded Annualised Returns                   12.48%            N.A.     55.75%          52.60%           5.97%      *5.04%              *2.50%                N.A.
      (Based on NAVs of Growth Option)
      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 Maturity             Gilt Fund       Fixed Maturity      Fixed Maturity             Gilt Fund          Income
                                               Plan – NRI Series 6 –     Investment Plan -           Plan – NRI              Plan –       Treasury Plan -         Multiplier
                                                          Quarterly^            PF Option            Series 8 –           Series 23            PF Option              Fund
                                                                                                    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                               NA              *2.91%                    NA             *1.53%               *1.63%            *-0.76%
      (Based on NAVs of Growth Option)
      Benchmark Index                                              $           I-Sec Li Bex                  $                   $               I-Sec Si            CRISIL
                                                                                                                                                     Bex         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%



66
                                                                                                                             Prudential ICICI Monthly Income Plan

                                                          Fixed             Fixed       Advisor          Advisor       Advisor          Advisor            Advisor
                                                      Maturity          Maturity        Series –        Series –      Series –         Series –           Series –
                                                         Plan –           plan –     Aggressicve       Cautious      Moderate              Very               Very
                                                    Series 24 –       Series 24 -           Plan            Plan          Plan       Aggressive          Cautious
                                                         Yearly        Quarterly                                                           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                        *0.18%          *0.17%          *-0.02%         *2.75%         *1.64%          *-1.41%            *1.42%
    (Based on NAVs of Growth Option)
    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:

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




                                                                                                                                                                     67
     Prudential ICICI Mutual Fund

     d)   Condensed Financial Information for the period ended August 9, 2004**
                                                     Child Care        Child Care        Short Term         Index Fund       Long term           Sweep       Fixed Maturity
                                                      Plan-Gift        Plan-Study               Plan                               Plan            Plan            One Year
                                                        Option             Option                                                                                    Plan –
                                                                                                                                                                 Series 6 @
      Historical Per Unit Statistics
      Date of Allotment                              August 31,        August 31,        October 25,        February 26,      March 28,        March 6,             July 21,
                                                          2001              2001               2001                2002           2002            2002                 2003
      NAV at the beginning of the year (Rs.)             19.51             14.13            15.1811             10.9616         12.9370
      Growth Option                                    11.9440                 -            12.3924                   -               -
      Dividend Option                                  10.6050                 -                  -                   -               -
      Fortnightly Dividend Option                      10.6052                 -                  -                   -               -
      Institutional Option - Growth                    11.9703                 -                  -                   -               -
      Institutional Option – Dividend                  10.8415                 -                  -                   -               -
      Institutional Option – Fortnightly Dividend      10.8443                 -                  -                   -               -
      @@ Net Income per unit                               2.92             0.92             0.3245              2.2231          0.1554          0.1301              0.0204
      Dividends                                               -                -                  -                   -          1.9999               -
      Monthly Option                                    0.1421                 -                  -                   -               -
      Fortnightly Dividend Option                       0.1339                 -                  -                   -               -
      Institutional Fortnightly Dividend Option         0.1464                 -                  -                   -               -
      Institutional Monthly Dividend Option             0.1535                 -                  -                   -               -
      Transfer to Reserves                                    -                -                  -                   -               -               -                   -
      Compounded Annualised Returns                    24.75%            12.26%              7.04%              14.27%           9.46%           4.33%               0.08%
      (Based on NAVs of Growth Option)
      Benchmark Index                                      Nifty        Crisil MIP             Crisil              Nifty            Crisil          Crisil                 $
                                                                         Blended               Short                          Composite           Liquid
                                                                             Index              term                          Bond Fund             Fund
                                                                                          Bond Fund                                Index           Index
      Return compared to Benchmark Index                 6.40%             2.98%             1.26%               -1.28%          3.00%          -0.27%                    $
      Net Assets end of period (Rs. Crore)                30.30             25.11            649.40                18.83         223.24           36.13              217.22
      NAV at the end of the period                                                                  -           13.8704                  -     11.0855              10.0082
      Growth Option                                       19.17          14.0529            12.0913                    -        12.3887                  -                -
      Dividend Option                                                                       10.5931                    -        10.3809                  -                -
      Dividend (Fortnightly)                                                                10.6016
      Institutional Option Growth                                                           12.1265                    -                 -              -                      -
      Institutional Option – Dividend                                                       10.8288
      Institutional Fortnightly Option –Dividend                                            10.8385                   -                -              -                   -
      Ratio of Recurring Exps to Net Assets              2.00%             1.50%             1.00%               1.25%            0.60%          1.00%               0.25%
      Ratio of Recurring Exps to Net Assets-
      Institutional Plan- Annualised                                                          0.80%                    -                 -              -                      -


                                                         Flexible      Dynamic Plan               SPICE         Fixed Maturity          Floating Rate            Gilt Fund
                                                     Income Plan                                              Plan – Yearly 12^                  Plan          Investment
                                                                                                                                                                  Plan - PF
                                                                                                                                                                    Option
      Historical Per Unit Statistics
      Date of Allotment                             September 27,         October 31,       January 10,               March 17,              March 28,        November 19,
                                                            2002                2002              2003                    2003                   2003                2003
      NAV at the beginning of the year (Rs.)             56.2998             10.2906
      Growth Option                                      11.9432             18.7310                    -                  10.6156             10.5040                     -
      Dividend Option                                    10.6894              8.0733                    -                         -            10.0421                     -
      Dividend Option                                    10.6894                     -                  -                         -                     -                  -
      Institutional Option - Growth                                -                 -                  -                  10.6762                      -                  -
      @@ Net Income per unit                             (0.0013)           (2.2750)             2.6960                        NA                0.1029           (0.1292)
      Dividends                                           0.2000                     -                  -                         -                                        -
      Dividend Option (Quarterly)                         0.2000                     -                  -                         -                     -
      Dividend Option (fortnightly)                                -                 -                  -                         -              0.1439                    -
      Transfer to Reserves                                         -                 -                  -                         -                     -                  -
      Compounded Annualised Returns                        9.18%             40.02%             33.90%                         NA                0.09%            *-0.11%
      (Based on NAVs of Growth Option)
      Benchmark Index                                       I-Sec                Nifty     BSE SENSEX                            $                CRISIL        I-Sec Li Bex
                                                       Composite                                                                             Liquid Fund
                                                           Index
      Return compared to Benchmark Index                   2.62%               3.17%             1.03%                           $               0.23%              4.00%
      Net Assets end of period (Rs. Crore)                357.75                91.84             14.83                        NA              2,073.93             117.85
      NAV at the end of the period                                                   -         53.2851                            -                      -          9.9891


68
                                                                                                                   Prudential ICICI Monthly Income Plan

                                                   Flexible   Dynamic Plan        SPIcE         Fixed Maturity      Floating Rate           Gilt Fund
                                               Income Plan                                    Plan – Yearly 12^              Plan         Investment
                                                                                                                                             Plan - PF
                                                                                                                                               Option
Growth Option                                      11.7836        18.1773             -                       -                   -
Dividend Option                                    10.3498          7.8395            -                       -                   -                  -
Quarterly Option                                   10.3498               -            -                       -                   -                  -
Institutional Option Growth                               -              -            -                       -                   -                  -
Plan A - Growth                                           -              -            -                       -             10.0128                  -
Plan A- Dividend                                          -              -            -                       -             10.0128                  -
Plan B - Growth                                           -              -            -                       -             10.6766                  -
Plan B- Dividend                                          -              -            -                       -             10.0620                  -
Plan C - Growth                                           -              -            -                       -             10.0138                  -
Plan C- Dividend                                          -              -            -                       -             10.0139                  -
Ratio of Recurring Exps to Net Assets               1.00%           2.49%        0.80%                  0.75%                                  1.10%
Ratio of Recurring Exps to Net Assets-
Institutional Plan-
Annualised                                                -              -            -                 0.20%                     -                  -
Ratio of Recurring Exps to Net Assets-Plan A                                                                                 1.00%
Ratio of Recurring Exps to Net Assets-Plan B                                                                                 0.75%
Ratio of Recurring Exps to Net Assets-Plan C                                                                                 0.65%



                                                                      Fixed Maturity Plan –          Gilt Fund Treasury                       Income
                                                                                 Yearly 23             Plan - PF Option               Multiplier Fund
Historical Per Unit Statistics
Date of Allotment                                                        December 15, 2003            February 11, 2004                March 30, 2004
NAV at the beginning of the year (Rs.)                                             10.1633                        9.9240
Option B – Dividend                                                                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                              -                            -
@@ Net Income per unit                                                              0.2741                        0.0685                      (0.0761)
Dividends                                                                                 -                             -
Option B                                                                            0.1878                              -                            -
Option C                                                                            0.2015                              -                            -
Option D                                                                            0.2401
Option E                                                                            0.2827
Transfer to Reserves                                                                      -                             -                            -
Compounded Annualised Returns (Based on NAVs of Growth Option)                     *3.06%                         *2.27%                     *-1.05%
Benchmark Index                                                                           $                  I-Sec Si Bex             CRISIL Composite
                                                                                                                                      Bond Fund Index
Return compared to Benchmark Index                                                        $                       -0.59%                       2.25%
Net Assets end of period (Rs. Crore)                                                 29.06                         63.82                       180.91
NAV at the end of the period                                                       10.2265                        9.8949
Option F                                                                           10.2759                              -                            -
Option G                                                                           10.2999                              -                            -
Option H                                                                           10.3055                              -                            -
Ratio of Recurring Exps to Net Assets                                                0.50%                         1.50%                       2.11%




                                                                                                                                                          69
     Prudential ICICI Mutual Fund

                                                        Fixed        Fixed      Advisor           Advisor       Advisor         Advisor       Advisor
                                                    Maturity      Maturity      Series –         Series –       Series –        Series –       Series
                                                       Plan –       Plan –    Aggressive         Cautious      Moderate            Very        – Very
                                                  Series 24 –   Series 24 -         Plan             Plan           Plan      Aggressive     Cautious
                                                       Yearly    Quarterly                                                          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.)      10.0176      10.0169        9.8586          10.1419
         Growth/Cumulative Option                           -             -      9.9982          10.2753        10.1643                -              -
         NRI Dividend Option                                -             -      9.5898           9.9692         9.7985                -              -
         @@ Net Income per unit                       0.2979        0.1158      (0.1917)         (0.0150)        0.0146         (0.0346)         0.2437
         Dividends                                          -       0.1273               -              -               -              -              -
         Transfer to Reserves                               -             -              -              -               -              -              -
         Compounded Annualised Returns               *2.11%        *0.61%       *-3.66%           *2.15%         *0.17%         *-3.61%         *2.81%
         (Based on NAVs of Growth Option)
         Benchmark Index                                   $             $             $$             $$             $$              $$             $$
         Return compared to Benchmark Index                $             $          1.78%          2.72%          3.14%           3.87%          1.76%
         Net Assets end of period (Rs. Crore)          68.14        185.78           23.32          59.06          35.96           19.55          11.45
         NAV at the end of the period                10.2109      10.0610        9.6336          10.2148        10.0175          9.6391         10.2812
         Ratio of Recurring Exps to Net Assets        0.20%         0.22%           0.55%          0.35%          0.45%           0.70%          0.20%


     Notes:
     1)     Returns since inception are for the growth plan in each case. 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 August 9, 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.
     *      Prudential ICICI Gilt Fund Investment Plan & Treasury Plan– PF Options, Fixed Maturity Plan Yearly Series 23, Prudential
            ICICI Income Multiplier Plan, Fixed Maturity Plan Series 24 – Quarterly and Yearly Options and Prudential ICICI Advisor
            Series 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 Plan Series 12 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           Moderate       Very Aggressive        Very Cautious
                                                        Plan                Plan               Plan               Plan                  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%



70
                                                                                                    Prudential ICICI Monthly Income Plan

                                                         SECTION VI
                                         UNITHOLDERS RIGHTS & SERVICES

a)   Investor Services
     The Fund believes in providing the investors with a superior service to make the investors’ experience in dealing 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 five main cities and various other cities. Over a period of time,
           the AMC will endeavour to add further Customer Service Centres and/or sales offices in other cities. Unitholders 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 normal circumstances, the Fund will endeavour to complete all monetary transactions within three Business
           Days from the date of acceptance of a transaction request at the Customer Service Centres.
           Ordinarily, non-monetary transactions or requests will be processed, (with the exception of issue of Unit certificates)
           within 7 (seven) Business Days. Investors should note that completion of monetary/ non-monetary transactions within
           the 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, Mr. Ketan Mirchandani has been appointed the Customer Relations Officer. He can be contacted at the
     following address:
     Construction House, Ground Floor,
     Walchand Hirachand Marg,
     Ballard Estate, Mumbai 400 001
     Phone: (91)(22) 2679676/ 2697989
     Fax : (91)(22) 2695933
d)   Information about the Scheme
     An abridged scheme wise annual report shall be mailed to all Unitholders, not later than six months from March 31 of
     each year. The abridged annual report shall contain such details as are required under the Regulations.
     The Fund shall before the expiry of one month from the close of each half year, that is as on March 31 and 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 every Business Day. 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.

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     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 Investor Service Centres.
          The Fund will use its best endeavour to publish NAVs daily, in at least two daily newspapers. Further, the AMC shall
          endeavour to publish the Purchase & Redemption prices of Units daily in a newspaper with all India circulation.
          AMC shall update the NAVs on the website of Association of Mutual Funds in India - AMFI (www.amfiindia.com) by 8.00-
          p.m. everyday. 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), mail to the Unitholders an
          abridged scheme wise annual report. 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.
          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 having all India circulation 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’s website at www.amfiindia.com within 30 days from the close of each half year, in the
          prescribed formats.
          Further the Fund shall also disclose the half-yearly scheme portfolios on its web site at www.pruicici.com and on AMFI
          web site (www.amfiindia.com) in the prescribed format before the expiry of one month from the close of each half-year.
     g)   Rights of Unitholders of the Scheme and the Plans thereunder
          1.    Unitholders of a Plan have a proportionate right in the beneficial ownership of the assets of that Plan.
          2.    When the Fund declares dividend (if any) under the Scheme, the Fund shall dispatch the dividend warrants to the
                Unitholders within 30 days from the date of declaration of dividend. In terms of the Regulations, the Redemption
                proceeds will be dispatched within ten Business Days from the date of acceptance / deemed acceptance of the
                request for Redemption or repurchase proceeds, as the case may be.
          3.    The Trustee is bound to make such disclosures to the Unitholders as are essential in order to keep them informed
                about any information known to Trustee which may have an adverse bearing on their investments.
          4.    The appointment of an AMC for the Fund can be terminated by majority of the Trustee or by 75% of the 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 and the Plans thereunder.
          5.    The Trustee is obliged to convene a meeting on a requisition of 75% of the Unitholders of the Scheme and the Plans
                thereunder.
          6.    75% of the Unitholders of a Scheme and the Plan thereunder can pass a resolution to wind up the Scheme and the
                Plans thereunder.
          7.    Unitholders have the right to inspect all the documents listed under “Documents Available for Inspection”.
          8.    The Trustee shall obtain the consent of the Unitholders:
                a)    whenever required to do so by SEBI, in the interest of Unitholders
                b)    whenever required to do so on the requisition made by three-fourths of the Unitholders of the Scheme and the
                      plans thereunder.
                c)    when the Trustee decides to wind up or prematurely redeem the units.
          9.    The Trustees shall ensure that no change in the fundamental attributes of any scheme or the trust or fee 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 Plans 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. www.pruicici.com)
              Unitholders, if they so desire, may request for the annual report of the AMC.

72
                                                                                                     Prudential ICICI Monthly Income Plan

h)   Duration of the Scheme/ Winding up.
     The duration of the Scheme is perpetual. The AMC, the Fund and the Trustee reserve the right to make such changes/
     alterations 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
     4.   In case of non-fulfillment of two conditions prescribed in terms of minimum number of investors and minimum
          holding by single investor vide SEBI circular No. SEBI/IMD/CIR No.10/22701/03 dated December 12, 2003.
     Where the Scheme is so wound up, the Trustee shall give notice of the circumstances leading to the winding up 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
     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
     The following information is provided only for general information purposes. In view of the individual nature of tax
     benefits, each investor is advised to consult with his or her own tax consultant with respect to the specific tax implications
     arising out of their participation in the scheme.
     Based on the law in force and after considering the amendments made in the Income Tax Act, 1961 (“the Act”) by the
     Finance (No. 2) Act 2004, The Scheme’s auditors, N. M. Raiji and Co. have provided opinion on tax benefits/implications
     that may accrue to the Fund and to the different categories of unit holders in respect of their investments in the Fund.
1.   TO THE MUTUAL 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.
     The Finance (No. 2) Act 2004 has amended the provisions of section 115R of the Act, whereby additional 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. The aforesaid rates are
     applicable in respect of income distributed by the fund on or after July 09, 2004. Levy of education cess at the rate of 2%
     is also applicable on total tax payable. However, in respect of open-ended equity oriented funds, no additional income tax
     is payable on income distributed by the Fund.


                                                                                                                                            73
     Prudential ICICI Mutual Fund

     2.   SECURITIES TRANSACTION TAX
          The Finance (No. 2) Act 2004 has introduced Securities Transaction Tax (STT), which is made applicable to transactions of
          purchase or sale of units of Equity Oriented Fund entered into on a recognized stock exchange or sale of units of Equity
          Oriented Fund to the Mutual Fund. The Securities Transaction Tax shall come into force from such date as may be notified
          in the Official Gazette by the Central Government. The applicable date is likely to be October 01, 2004.
          The STT rates as would be applicable from the aforesaid date are given in the following table:
             Taxable Securities Transaction                                                             Rate            Payable by
             Purchase of a unit of an equity oriented fund, where -
                     the transaction of such purchase is entered into in a recognised stock             0.075%          Purchaser
                     exchange; and
                     the contract for the purchase of such unit is settled by the actual delivery
                     or transfer of such unit.
             Sale of a unit of an equity oriented fund, where -
                     the transaction of such sale is entered into in a recognised stock                 0.075%          Seller
                     exchange; and
                     the contract for the sale of such unit is settled by the actual delivery or
                     transfer of such unit.
             Sale of a unit of an equity oriented fund, where -
                     the transaction of such sale is entered into in a recognised stock                 0.015%          Seller
                     exchange; and
                     the contract for the sale of such unit is settled otherwise than by the actual
                     delivery or transfer of such unit.
             Sale of unit of an equity oriented fund to the Mutual Fund itself.                         0.15%           Seller

          Mutual Fund is responsible for collecting the STT from every person who sells the unit to it at the rate of 0.15%. The STT
          collected by Mutual Fund during any month will have to be deposited with the Central Government by the seventh day of
          the month immediately following the said month.
          The term “Equity Oriented Fund” for the purpose of STT, has been defined to mean a fund where the investible funds are
          invested by way of equity shares in domestic companies to the extent of more than 50% of the total proceeds of such
          fund and which has been set up under a scheme of a Mutual Fund. Further, it is provided that the percentage of equity
          share holding of the fund shall be computed with reference to the annual average of the monthly averages of the
          opening and closing figures.
     3.   TO THE UNITHOLDERS
          3.1 INCOME RECEIVED FROM MUTUAL FUND
                According to section 10(35) of the Act, any income received in respect of units of Mutual Fund 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).
          3.2 LONG TERM CAPITAL GAINS ON TRANSFER OF UNITS
                The Finance (No. 2) Act 2004 has inserted Section 10(38) whereby Long Term Capital Gain on sale of units of Equity
                Oriented Funds will be exempt from Income Tax in the hands of unit holders after introduction of STT, provided such
                transactions are entered into a recognised stock exchange or such units are sold to the Mutual Fund.
                In respect of capital gains not exempted under section 10(38), 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
                        surcharge and cess, provided the long term capital gains are computed without substituting indexed cost in
                        place of cost of acquisition.

74
                                                                                             Prudential ICICI Monthly Income Plan

   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 seek concessional rate of 10%, plus applicable
         surcharge and cess to long-term capital gains computed without adjusting for cost for indexation.
   (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.
3.3 SHORT TERM CAPITAL GAINS ON TRANSFER OF UNITS
   The Finance (No. 2) Act 2004 has inserted Section 111A, whereby short-term capital gains arising on sale of units of
   Equity Oriented Funds after introduction of STT would be 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. Further, Section 48 has been amended to provide 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 tax rates applicable to different categories of assessees are as follows:
   Resident individuals and HUF           30% plus surcharge and cess
   Partnership Firms                      35% plus surcharge and cess
   Indian companies                       35% plus surcharge and cess
   Non Resident Indians                   30% plus surcharge and cess
   Foreign Companies                      40% plus surcharge and cess
   A surcharge of 2.5% on the income tax would be levied on all categories of assesses except in the case of individuals
   and HUF. With regards to individuals and HUF having a total income exceeding Rs. 850,000, a surcharge of 10%
   would be applicable. Further, education cess at the rate of 2% on the income tax (including applicable surcharge)
   would be applicable for all categories of assessees.
3.4 CAPITAL LOSSES
   Losses under the head “Capital Gains” cannot be setoff 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.
   Finance Act, 2004 has inserted Section 10(38), whereby Long term Capital gain on sale of units of Equity Oriented
   Fund will be 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 can be carried forward and set off against the long-term capital gains arising in
   subsequent eight assessment years.
   Unabsorbed short-term capital loss can be carried forward and set off against the income under the head Capital
   Gains in subsequent eight assessment years.
   According to section 94(7) of the Act as amended by the Finance (No. 2) Act, 2004, if any person buys or 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
                                                                                                                                    75
     Prudential ICICI Mutual Fund

                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, Finance (No. 2) Act, 2004 has inserted sub-section (8) in Section 94 which 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 3 months prior to the record date fixed for receipt of additional units and sold
                within 9 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.
          3.5 TAX DEDUCTION AT SOURCE
                3.5.1       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.
                3.5.1       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 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 gains1                       20% plus surcharge and cess
                            Short term capital gains                       30% plus surcharge and cess
                b.     In case of foreign company -
                            Long term capital gains1                       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 gains1                       10% plus surcharge and cess
                Except for gains arising from sale of unit of Equity Oriented Funds, which are exempt under section 10(38)
                of the Act.
                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.
          3.6 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.
                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.
          3.7 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.
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                                                                                                 Prudential ICICI Monthly Income Plan

     3.8 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.
     3.9 GIFT TAX
         Units of the Mutual Fund may be given as a gift and no gift tax will be payable either by the donor or the donee, as
         the Gift Tax Act has been abolished.
k)   Unclaimed redemption amount
     The unclaimed Redemption amount may be deployed by the Mutual Fund in call money market or money 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, 2004                   As of August 9, 2004
      Unclaimed Redemption Amount                   Rs. 9.53 Crores in respect             Rs. 6.36 Crores in respect
      – Premier Redeemed                            of 30,737 investors                     of 28,897 investors
      Unclaimed Redemption Amount                   Rs. 4.64 Crores in respect             Rs. 4.00 Crores in respect
      – Premier Rolled Over Redeemed                of 6,854 investors                     of 6,004 investors
      Unclaimed Dividend Amount                     Rs.0.03 Crores




                                                                                                                                        77
     Prudential ICICI Mutual Fund

                                                              SECTION VII

                                                          OTHER MATTERS

     a)   UNITHOLDER GRIEVANCES REDRESSAL MECHANISM
     Investor grievances are normally received at AMC office or at the Customer Service Centres or directly by 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 #
      01/04/2001 to 31/03/2002
      Complaints/ Requests received during the period                             1011                      1209#
      Redressed during the period                                                 1011                      1215#
      Pending as on March 31, 2002                                                4                         Nil
      01/04/2002 to 31/03/2003
      Complaints/ Requests received during the period                             700                       Not applicable
      Redressed during the period                                                 699                       Not applicable
      Pending as on March 31, 2003                                                5                         Not applicable
      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 09/8/2004
      Complaints/ Requests received during the period                             235                       Not applicable
      Redressed during the period                                                 231                       Not applicable
      Pending as on August 9, 2004                                                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 in to an open-ended fund w.e.f. September 27,
     2001. Consequent to conversion its name is changed to Prudential ICICI Power. Further, ICICI 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. 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.




78
                                                                                                     Prudential ICICI Monthly Income Plan

The details relating to the fifteen open ended schemes launched by the Fund are as under:
Data relating to the period July 1998 to August 9, 2004
 Scheme                                                             Complaints               Complaints              Complaints
                                                                      received                redressed                pending
 Prudential ICICI Growth Plan                                                  511                   511                         Nil
 Prudential ICICI Income Plan                                                 1020                  1020                         Nil
 Prudential ICICI Liquid Plan                                                  148                   148                         Nil
 Prudential ICICI FMCG Fund                                                    403                   403                         Nil
 Prudential ICICI Tax Plan                                                     403                   403                         Nil
 Prudential ICICI Gilt Fund                                                    130                   130                         Nil
 Prudential ICICI Balanced Fund                                                482                   482                         Nil
 Prudential ICICI Technology Fund                                             1993                  1993                         Nil
 Prudential ICICI Monthly Income Plan                                          118                   118                         Nil
 Prudential ICICI Fixed Monthly Plan                                            18                    18                         Nil
 Prudential ICICI Child Care Plan                                              177                   177                         Nil
 Prudential ICICI Power                                                        145                   145                         Nil
 Prudential ICICI Short Term Plan                                                3                     3                         Nil
 Prudential ICICI Long Term Plan                                                Nil                   Nil                        Nil
 Prudential ICICI Sweep Plan                                                    Nil                   Nil                        Nil
 Prudential ICICI Flexible Income Plan                                           9                     9                         Nil
 Prudential ICICI Dynamic Plan                                                  11                    11                         Nil
 Prudential ICICI Floating Rating Plan                                           0                     0                         Nil
 Prudential ICICI Index Fund-S&P CNX Nifty Plan                                  8                     8                         Nil
 Sensex Prudential ICICI Exchange Traded Fund                                   Nil                   Nil                        Nil
 Prudential ICICI Advisory Series                                                1                     1                         Nil
 Prudential ICICI Income Multiplier Fund                                         1                      1                        Nil
 Total                                                                        5581                  5581                         Nil
b)   ASSOCIATE TRANSACTIONS
INVESTMENT IN GROUP COMPANIES:
Details of investments made by the schemes in securities of Sponsor i.e. ICICI Bank Ltd. (erstwhile ICICI Ltd.) during the
previous three financial years are as follows:
                                                                                                             (Amount in Rupees)
 Scheme name/Nature of investment                          April 1, 2004 to     F.Y. 2003-2004   F.Y. 2002-2003      F.Y. 2001-2002
                                                           August 9, 2004
 Investment in Bonds of ICICI Bank Ltd.
 Prudential ICICI Income Plan                                             -       15,00,00,000     818,794,702       1,027,466,435
 Prudential ICICI Balanced Fund                                           -                  -               -          17,991,012
 Prudential ICICI Flexible Income Plan                                    -                  -               -                   -
 Prudential ICICI Liquid Plan                                             -       10,00,00,000      10,891,898          39,359,762
 Prudential ICICI Short Term Plan                                         -                  -      58,913,072          61,800,122
 Investment in NSE Linked Mibor Deposits /
 Term Deposit of ICICI Bank Ltd
 Prudential ICICI Liquid Plan                                2,000,000,000      13,250,000,000     200,000,000       1,500,000,000
 Prudential ICICI Monthly Income Plan                          500,000,000
 Prudential ICICI Short Term Plan                                        -       1,250,000,000               -                    -
 Prudential ICICI Power                                                  -                   -               -           20,000,000
 ICICI Premier                                                           -                   -               -           20,000,000
 Prudential ICICI Balanced Fund                                          -                   -               -           80,000,000
 Prudential ICICI Fixed Maturity Plan – Yearly Series 23                 -          16,000,000   5,000,000,000                    -
 Prudential ICICI Fixed Maturity Plan – Yearly Series 12                 -          21,700,000      50,000,000                    -
 Prudential ICICI Fixed Maturity Plan – Yearly Series 6                  -         200,000,000               -                    -
 Prudential ICICI Fixed Maturity Plan – NRI Series 4 –
 Half Yearly                                                              -       127,000,000                   -                      -

                                                                                                                                            79
     Prudential ICICI Mutual Fund

         Investment in equity shares of Erstwhile
         ICICI Bank Ltd
         Prudential ICICI Index Fund                                            -                -                   -         1,031,715
         Investment in equity shares of ICICI Bank Ltd
         Prudential ICICI Index Fund                                   2,718,301         4,094,680        3,491,370               592,862
         Prudential ICICI Balanced Fund                               12,404,000                 -                -                     -
         Prudential ICICI Power                                       99,176,000                 -                -                     -
         Prudential ICICI Dynamic Plan                                16,520,000                 -                -                     -
         Prudential ICICI Growth Plan                                 82,656,000                 -                -                     -
         Prudential ICICI Monthly Income Plan                         16,520,000                 -                -                     -
         Sensex Prudential ICICI Exchange Traded Fund                  2,060,060         4,144,321        6,327,798                     -
         TOTAL                                                     2,732,054,361    15,122,939,001    6,148,418,840         2,768,241,908
         % to the net assets of the Mutual Fund                           1.96%            10.55%            6.77%                 4.19%

     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)]
                                                                                                                   (Amount in Rupees)
         Name of the Scheme                                F.Y. 2001-2002     F.Y. 2002-2003     F.Y. 2003-2004 April 1, 2004 to
                                                           August 9, 2004
         Prudential   ICICI Power                                      Nil               Nil         *41,080,800             10,248,000
         Prudential   ICICI Income Plan                        50,000,000       200,000,000                   Nil                    Nil
         Prudential   ICICI Liquid Plan                       250,000,000                Nil                  Nil                    Nil
         Prudential   ICICI Growth Plan                                Nil               Nil         *47,483,650              9,079,000
         Prudential   ICICI Tax Plan                                   Nil               Nil          *2,187,500                525,000
         Prudential   ICICI Child Care Plan – Gift Plan                Nil               Nil                  Nil               280,000
         Prudential   ICICI Child Care Plan – Study Plan               Nil               Nil                  Nil                49,000
         Prudential   ICICI Monthly Income Plan                        Nil               Nil         *21,828,505              2,611,000
         Prudential   ICICI Balanced Fund                              Nil               Nil         *12,968,855              1,750,000
         Prudential   ICICI Dynamic Plan                               Nil               Nil         *11,610,665              1,981,000
         Prudential   ICICI Technology Fund                            Nil               Nil                  Nil             2,436,000
         Prudential   ICICI Income Multiplier Fund                     Nil               Nil           3,932,175              1,141,000
         TOTAL                                                300,000,000       200,000,000          141,092,150             30,100,000

     *      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.
     Subscription in issues lead managed by ICICI Bank Limited
                                                                                                                  (Amount in Rupees)
         Name of the Scheme                             F.Y. 2001-2002       F.Y 2002-2003     F.Y 2003-2004             April 1, 2004 to
                                                        August 9, 2004
         Prudential   ICICI   Income Plan                   72,728,496                  Nil                 Nil                       Nil
         Prudential   ICICI   Liquid Plan                   23,142,034       1,450,000,000                  Nil                       Nil
         Prudential   ICICI   Short Term Plan                       Nil        603,220,568                  Nil                       Nil
         Prudential   ICICI   Monthly Income Plan           36,628,268         445,762,855                  Nil                       Nil
         Prudential   ICICI   Flexible Income Plan                  Nil        300,000,000                  Nil                       Nil

     Subscription in issues lead managed by ICICI Capital Services Limited
                                                                                                                  (Amount in Rupees)
         Name of the Scheme                             F.Y. 2001-2002       F.Y 2002-2003     F.Y 2003-2004             April 1, 2004 to
                                                                                                                         August 9, 2004
         Prudential ICICI Income Plan                      540,000,000                  Nil                 Nil                       Nil
         Prudential ICICI Short Term Plan                   10,000,000                  Nil                 Nil                       Nil

     The above investments were considered sound. Before making an investment, AMC evaluated the same on merits and on
     arms’ length basis and in accordance with the objectives of the scheme.
80
                                                                                                 Prudential ICICI Monthly Income Plan

Transactions with Associate Companies:
                                                                                                        (Amount in Rupees)
                                                           F.Y. 2001-2002   F.Y. 2002-2003   F.Y 2003-2004     April 1, 2004 to
                                                                                                               August 9, 2004
 ICICI Bank Limited – Bank Charges
 Prudential ICICI Monthly Income Plan                            901065           825,665          945,772                42,116
 Prudential ICICI Balanced Fund                                  724479           825,500          935,260                41,881
 Prudential ICICI FMCG Fund                                      674,607          427,000           63,040                41,881
 Prudential ICICI Gilt Fund – Investment                         949,692          889,297          811,421                41,881
 Prudential ICICI Gilt Fund – Treasury                           901,716          825,762          185,029                41,881
 Prudential ICICI Growth Plan                                    755,177          827,049          958,392                42,466
 Prudential ICICI Income Plan                                  1,724,925        1,326,708        1,133,115               134,759
 Prudential ICICI Liquid Plan                                  1,839,595          889,394          688,562                41,881
 Prudential ICICI Power                                             3345               15          958,588                41,881
 Prudential ICICI Tax Plan                                       620,145             1501          470,030                41,881
 Prudential ICICI Technology Fund                                879,799          831,405          145,052                41,881
 Prudential ICICI Child Care Plan-Gift Plan                        3,644              350           56,396                41,881
 Prudential ICICI Child Care Plan-Study Plan                      12,681              730           15,689                24,447
 Prudential ICICI Short Term Plan                                423,699          825,715        1,012,692                41,881
 Prudential ICICI Long Term Plan                                      Nil              Nil          68,619                41,881
 Prudential ICICI Flexible Income Plan                                Nil         398,750          933,012                41,881
 Prudential ICICI Dynamic Plan                                        Nil             112          770,817                41,881
 Prudential ICICI Floating Rating Plan                                Nil              Nil         333,309                41,881
 Prudential ICICI Gilt Fund – Investment - PF Option                  Nil              Nil             200                41,881
 Prudential ICICI Gilt Fund – Treasury - PF Option                    Nil              Nil              Nil               41,881
 Prudential ICICI Income Multiplier Fund                              Nil              Nil              Nil               12,032
 ICICI Premier                                                       470               Nil          38,341                    Nil
 Prudential ICICI Index Fund                                          Nil              Nil              73                    Nil
 Prudential ICICI Gilt Fund –1 Year plus                             150               Nil              Nil                   Nil
 Prudential ICICI Fixed Maturity Plan –
 Quarterly series 1                                               37,707               Nil               Nil                    Nil
 Prudential ICICI Fixed Maturity Plan –
 Quarterly series 2                                                4,979               50                Nil                    Nil
 Prudential ICICI Fixed Maturity Plan –
 Quarterly series 3                                               15,748               Nil               Nil                    Nil
 Prudential ICICI Fixed Maturity Plan –
 Half-Yearly series 1                                                150               Nil               Nil                    Nil
 Prudential ICICI Fixed Maturity Plan –
 Half-Yearly series 2                                                150               Nil              Nil                     Nil
 Prudential ICICI Fixed Maturity Plan – Yearly series 1              150               Nil              82                      Nil
 Prudential ICICI Fixed Maturity Plan – Yearly series 2              150               Nil              Nil                     Nil
 Prudential ICICI Fixed Maturity Plan – Yearly series 3              200              661               Nil                     Nil
 Prudential ICICI Fixed Maturity Plan – Yearly series 5              248               Nil              Nil                     Nil
 Prudential ICICI Sweep Plan                                          Nil              Nil           1,174                      Nil
 Prudential ICICI Fixed Maturity Plan – Yearly Series 23              Nil              Nil              46                      Nil
 ICICI Bank Limited – Brokerage
 Prudential   ICICI Growth Plan                                  945,779         1287401        4,921,497                965,132
 Prudential   ICICI FMCG Fund                                      9,095           36,865         342,403                  5,346
 Prudential   ICICI Balanced Fund                                 64,065          371,333       1,228,809                181,428
 Prudential   ICICI Tax Plan                                     104,654          182,185         317,554                 74,098
 Prudential   ICICI Technology Fund                              103,779          688,780       1,141,174                182,050
 Prudential   ICICI Power                                            360           82,382      19,893,911              2,204,505
 Prudential   ICICI Child Care Plan-Study Plan                    49,857          240,792         331,695                 78,291
 Prudential   ICICI Child Care Plan-Gift Plan                     93,326          368,251         440,987                139,521
 Prudential   ICICI Dynamic Plan                                      Nil       1,402,785       3,995,832                305,236
 Prudential   ICICI Income Plan                                1,396,509       18,404,188      19,652,833              2,208,296
 Prudential   ICICI Monthly Income Plan                          119,431        2,178,352       3,794,594              1,532,868
 Prudential   ICICI Income Multiplier Fund                            Nil              Nil        346,122                150,104
 Prudential   ICICI Liquid Plan                                3,530,911       13,452,007      14,253,329              3,826,752
 Prudential   ICICI Short Term Plan                                   Nil      15,237,064       8,976,641                900,778
 Prudential   ICICI Flexible Income Plan                              Nil       2,512,861       6,755,437              1,018,827
                                                                                                                                        81
     Prudential ICICI Mutual Fund

                                                                                                              (Amount in Rupees)
                                                                 F.Y. 2001-2002   F.Y. 2002-2003   F.Y 2003-2004   April 1, 2004 to
                                                                                                                   August 9, 2004

      Prudential ICICI Long Term Plan                                       Nil             137             636               163
      Prudential ICICI Gilt Fund – Treasury                             26,546          147,943          67,126            33,539
      Prudential ICICI Gilt Fund – Treasury - PF Option                     Nil              Nil        157,604                Nil
      Prudential ICICI Gilt Fund – Investment                          145,086        4,448,085       5,051,182           955,344
      Prudential ICICI Gilt Fund – Investment Plan - PF Option              Nil              Nil      1,893,378           293,922
      Prudential ICICI Floating Rate Plan                                   Nil             995         349,724           480,795
      Prudential ICICI Fixed Maturity Plan –                                Nil              Nil          4,781            36,451
      Series 24 – Quarterly
      Prudential ICICI Very Cautious Plan                                   Nil              Nil        285,110           112,058
      Prudential ICICI Cautious Plan                                        Nil              Nil        345,285           275,999
      Prudential ICICI Moderate Plan                                        Nil              Nil      1,189,032            49,888
      Prudential ICICI Agressive Plan                                       Nil              Nil      1,283,833            70,921
      Prudential ICICI Very Aggressive Plan                                 Nil              Nil      1,741,893            37,456
      Prudential ICICI Fixed Maturity Plan – Half-                      15,815           39,558             809                Nil
      Yearly series 1
      Prudential ICICI Fixed Maturity Plan – Half-                         949              977             305                 Nil
      Yearly series 2
      Prudential ICICI Fixed Maturity Plan –                            11,171           11,929           1,944                 Nil
      Quarterly series 1
      Prudential ICICI Fixed Maturity Plan –                             1,308           11,668           6,709                 Nil
      Quarterly series 2
      Prudential ICICI Fixed Maturity Plan –                           139,294             4676             270                 Nil
      Quarterly series 3
      Prudential ICICI Fixed Maturity Plan – Yearly series 2                Nil           8,611             809                 Nil
      Prudential ICICI Fixed Maturity Plan – Yearly series 3                Nil          98,754         145,555                 Nil
      Prudential ICICI Fixed Maturity Plan – Yearly series 4                33               88              66                 Nil
      Prudential ICICI Fixed Maturity Plan – Yearly series 6                Nil         378,438              Nil                Nil
      Prudential ICICI Fixed Maturity Plan – Yearly series 7                Nil             600              Nil                Nil
      Prudential ICICI Fixed Maturity Plan – Yearly series 1               239          109,263           1,262                 Nil
      Prudential ICICI Fixed Maturity Plan – Yearly series 5             1,719          156,198          46,342                 Nil
      Prudential ICICI Index Fund                                           Nil          29,945          33,828                 Nil
      Prudential ICICI Fixed Maturity Plan –                                Nil              Nil        107,638                 Nil
      Deposit Plus NRI Series 4 – Quarterly Plan
      Prudential ICICI Fixed Maturity Plan –                                Nil              Nil         46,897                 Nil
      Deposit Plus NRI Series 6 – Quarterly Plan
      Prudential ICICI Fixed Maturity Plan –                                Nil              Nil        123,529                 Nil
      Deposit Plus NRI Series 8 – Quarterly Plan
      Prudential ICICI Sweep Plan                                           Nil              Nil        831,586                 Nil
      Prudential ICICI Fixed Maturity Plan – Series 24 –                    Nil              Nil         26,250                 Nil
      Yearly
      ICICI Infotech Services Limited – Service Charges
      ICICI Premier                                                    583,330        1,597,609       1,030,481                 Nil
      ICICI Premier Redeemed                                            19,930          671,043         376,805                 Nil
      Prudential ICICI Balanced Fund                                        Nil              Nil        202,835              2,568
      Prudential ICICI Dynamic Plan                                         Nil              Nil        426,905              2,568
      Prudential ICICI Flexible Income Plan                                 Nil              Nil        483,577              2,568
      Prudential ICICI Floating Rate Plan                                   Nil              Nil          8,765              2,568
      Prudential ICICI FMCG Fund                                            Nil              Nil         73,357              2,568
      Prudential ICICI Child Care Plan – Gift Option                        Nil              Nil         67,493              2,568
      Prudential ICICI Gilt fund – Investment Option                        Nil              Nil        112,830              2,568
      Prudential ICICI Gilt Fund – Investment Plan - PF Option              Nil              Nil         12,916              2,568
      Prudential ICICI Gilt Fund – Treasury Option                          Nil              Nil         11,584              2,568
      Prudential ICICI Gilt Fund – Treasury Option - PF Option              Nil              Nil         11,584              2,568
      Prudential ICICI Growth Plan                                          Nil              Nil        490,222              2,568
      Prudential ICICI Income Multiplier Fund                               Nil              Nil             Nil             2,568
      Prudential ICICI Liquid Plan                                          Nil              Nil        683,225              2,568
      Prudential ICICI Long Term Plan                                       Nil              Nil            523              2,568
      Prudential ICICI Monthly Income Plan                                  Nil              Nil        630,504              2,568
      Prudential ICICI Power                                                Nil              Nil      1,182,127              2,568
82
                                                                                                    Prudential ICICI Monthly Income Plan

                                                                                                             (Amount in Rupees)
                                                              F.Y. 2001-2002   F.Y. 2002-2003   F.Y 2003-2004     April 1, 2004 to
                                                                                                                  August 9, 2004

Prudential ICICI Short Term Plan                                         Nil              Nil        233,911                   2,568
Prudential ICICI Child Care Plan – Study Plan                            Nil              Nil         60,391                   2,360
Prudential ICICI Tax Plan                                                Nil              Nil        231,565                   2,568
Prudential ICICI Technology Fund                                         Nil              Nil        519,188                   2,568
Prudential ICICI Fixed Maturity Plan – Half Yearly                       Nil              Nil            190                      Nil
Prudential ICICI Fixed Maturity Plan – Half Yearly 2                     Nil              Nil            552                      Nil
Prudential ICICI Fixed Maturity Plan – Quarterly                         Nil              Nil          1,216                      Nil
Prudential ICICI Fixed Maturity Plan – Quarterly Series 2                Nil              Nil            281                      Nil
Prudential ICICI Fixed Maturity Plan – Quarterly Series 3                Nil              Nil            467                      Nil
Prudential ICICI Fixed Maturity Plan – Yearly Series 1                   Nil              Nil            247                      Nil
Prudential ICICI Fixed Maturity Plan – Yearly Series 12                  Nil              Nil          3,946                      Nil
Prudential ICICI Fixed Maturity Plan – Yearly Series 2                   Nil              Nil            972                      Nil
Prudential ICICI Fixed Maturity Plan – Yearly Series 3                   Nil              Nil            699                      Nil
Prudential ICICI Fixed Maturity Plan – Yearly Series 4                   Nil              Nil            109                      Nil
Prudential ICICI Fixed Maturity Plan – Yearly Series 5                   Nil              Nil          2,199                      Nil
Prudential ICICI Fixed Maturity Plan – Yearly Series 6                   Nil              Nil            437                      Nil
Prudential ICICI Fixed Maturity Plan – Yearly Series 7                   Nil              Nil             12                      Nil
Prudential ICICI Income Plan                                             Nil              Nil      1,809,367                      Nil
Prudential ICICI Fixed Maturity Plan –                                   Nil              Nil            110                      Nil
Deposit Plus NRI Series 6 – Quarterly Plan
Prudential ICICI Flexible Income Plus Plan                               Nil              Nil               56                     Nil
ICICI Capital Services Limited – Brokerage
Prudential   ICICI Power                                                 93              297                Nil                    Nil
Prudential   ICICI Income Plan                                   13,376,665           54,912                Nil                    Nil
Prudential   ICICI Liquid Plan                                    6,894,164               Nil               Nil                    Nil
Prudential   ICICI Growth Plan                                      775,807           89,950                Nil                    Nil
Prudential   ICICI FMCG Fund                                         53,229              508                Nil                    Nil
Prudential   ICICI Tax Plan                                          75,314              774                Nil                    Nil
Prudential   ICICI Gilt Fund – Treasury                             538,777               Nil               Nil                    Nil
Prudential   ICICI Gilt Fund – Investment                         2,248,509               Nil               Nil                    Nil
Prudential   ICICI Balanced Fund                                    407,530            1,281                Nil                    Nil
Prudential   ICICI Technology Fund                                1,954,540            8,648                Nil                    Nil
Prudential   ICICI Monthly Income Plan                            1,350,164            2,849                Nil                    Nil
Prudential   ICICI Fixed Maturity Plan Quarterly series 1           282,228               Nil               Nil                    Nil
Prudential   ICICI Fixed Maturity Plan Quarterly series 2           280,957               Nil               Nil                    Nil
Prudential   ICICI Fixed Maturity Plan Quarterly series 3            97,344               Nil               Nil                    Nil
Prudential   ICICI Fixed Maturity Plan Half-Yearly series 1         263,080               Nil               Nil                    Nil
Prudential   ICICI Fixed Maturity Plan Half-Yearly series 2          40,312               Nil               Nil                    Nil
Prudential   ICICI Child Care Plan – Gift Plan                           Nil           1,656                Nil                    Nil
Prudential   ICICI Child Care Plan – Study Plan                          Nil           2,176                Nil                    Nil
ICICI Brokerage Service Limited – brokerage on
secondary market transactions
Prudential   ICICI   Balanced Plan                                    9,000          666,606         133,467                 49,128
Prudential   ICICI   Dynamic Plan                                        Nil         148,729         933,145                120,747
Prudential   ICICI   FMCG Fund                                           Nil         181,297          90,180                 19,224
Prudential   ICICI   Child Care Plan – Gift Plan                         Nil            4736          42,294                 16,133
Prudential   ICICI   Growth Plan                                    191,000          958,939         800,418                323,985
Prudential   ICICI   Income Multiplier Plan                              Nil              Nil             Nil                12,228
Prudential   ICICI   Monthly Income Plan                                 Nil         185,121         894,866                301,780
Prudential   ICICI   Power                                            2,000          188,388       1,199,499                494,710
Prudential   ICICI   Child Care Plan – Study Plan                        Nil           7,329           4,200                  1,565
Prudential   ICICI   Technology Plan                                 72,000           70,270         131,250                 41,957
Prudential   ICICI   Tax Plan                                         2,000          131,833          64,383                     Nil
ICICI Securities Ltd. (erstwhile ICICI Securities and
Finance Co. Ltd.) brokerage on secondary market
transactions
Prudential ICICI Dynamic Plan                                            Nil           5,940                Nil                    Nil
                                                                                                                                           83
     Prudential ICICI Mutual Fund

                                                                                                               (Amount in Rupees)
                                                                  F.Y. 2001-2002   F.Y. 2002-2003   F.Y 2003-2004   April 1, 2004 to
                                                                                                                    August 9, 2004
      ICICI Securities Ltd. (erstwhile ICICI Securities and
      Finance Co. Ltd.) – Brokerage
      Prudential   ICICI Growth Plan                                  1,365,584           85,833             409                 8
      Prudential   ICICI FMCG Fund                                      278,856          350,693           3,690               132
      Prudential   ICICI Balanced Fund                                2,195,439        1,047,772          80,076            16,518
      Prudential   ICICI Tax Plan                                           155               38              48                 5
      Prudential   ICICI Technology Fund                                396,549           10,196          13,811             4,942
      Prudential   ICICI Income Plan                                 11,843,754        5,013,417         489,647           144,266
      Prudential   ICICI Monthly Income Plan                              1,278              433           1,610               233
      Prudential   ICICI Liquid Plan                                  4,791,362           61,087          14,792            10,033
      Prudential   ICICI Gilt Fund – Investment                         808,124          488,396          89,250            13,313
      Prudential   ICICI Short Term Plan                                     Nil         556,652              Nil               Nil
      Prudential   ICICI Flexible Income Plan                                Nil         113,550              Nil               Nil
      Prudential   ICICI Gilt Fund Investment Plan– PF                       Nil              Nil         54,000                Nil
      Prudential   ICICI Gilt Fund – Treasury                           310,339          915,425              Nil               Nil
      Prudential   ICICI Fixed Maturity Plan Quarterly series 1             274               Nil             Nil               Nil
      Prudential   ICICI Power                                               Nil         386,599              Nil               Nil
      ICICI Web Trade Ltd. – Brokerage
      Prudential   ICICI Growth Plan                                    190188            65,558         164,231             56,469
      Prudential   ICICI FMCG Fund                                          921           17,816          71,497              9,002
      Prudential   ICICI Balanced Fund                                      301           19,825         123,010             17,849
      Prudential   ICICI Tax Plan                                         1,182           18,649          54,802             16,119
      Prudential   ICICI Technology Plan                                  6,140           96,558         280,824             31,683
      Prudential   ICICI Power                                               Nil          34,638         389,141             62,996
      Prudential   ICICI Dynamic Plan                                        Nil         116,879         222,863             26,553
      Prudential   ICICI Income Plan                                      1,549          100,224         133,875             10,754
      Prudential   ICICI Monthly Income Plan                                 Nil          14,535          54,933             13,102
      Prudential   ICICI Income Multiplier Fund                              Nil              Nil          9,905              1,300
      Prudential   ICICI Liquid Plan                                         Nil          30,358          54,016             19,598
      Prudential   ICICI Short Term Plan                                     Nil           6,981          12,152              3,771
      Prudential   ICICI Flexible Income Plan                                Nil           7,878          19,992              3,842
      Prudential   ICICI Gilt Treasury                                       Nil           2,522           4,109              1,223
      Prudential   ICICI Gilt Investment                                     Nil          19,178          24,084              4,079
      Prudential   ICICI Floating Rate Plan                                  Nil              Nil             Nil               111
      Prudential   ICICI Very Cautious Plan                                  Nil              Nil            374                309
      Prudential   ICICI Cautious Plan                                       Nil              Nil          3,126              2,304
      Prudential   ICICI Moderate Plan                                       Nil              Nil         48,414              5,165
      Prudential   ICICI Agressive Plan                                      Nil              Nil        107,480              9,819
      Prudential   ICICI Very Aggressive Plan                                Nil              Nil        153,655             18,354
      ICICI Web Trade Limited – brokerage on secondary
      market transactions
      Prudential ICICI Growth Plan                                           Nil           4,582              Nil                Nil
      Way2Wealth Securities Pvt. Ltd. - Brokerage
      Prudential   ICICI Growth Plan                                         Nil         296,840         183,048            50,987
      Prudential   ICICI FMCG Fund                                           Nil           1,168           4,412             1,318
      Prudential   ICICI Balanced Fund                                       Nil          21,361          53,462            15,023
      Prudential   ICICI Tax Plan                                            Nil          19,215          31,402            10,384
      Prudential   ICICI Technology Plan                                     Nil          310,26          73,652            72,784
      Prudential   ICICI Power                                               Nil          13,190       1,653,262           315,708
      Prudential   ICICI Child Care Plan – Study Plan                        Nil          38,778          31,800             8,544
      Prudential   ICICI Child Care Plan – Gift Plan                         Nil          46,186          33,307            12,218
      Prudential   ICICI Dynamic Plan                                        Nil          39,621         186,391            13,141
      Prudential   ICICI Income Plan                                         Nil       2,179,850       1,115,698           149,305
      Prudential   ICICI Monthly Income Plan                                 Nil         870,075         433,742           102,781
      Prudential   ICICI Income Multiplier Fund                              Nil              Nil        142,919            26,649
      Prudential   ICICI Liquid Plan                                         Nil         334,862         256,382            31,772

84
                                                                                                  Prudential ICICI Monthly Income Plan

                                                                                                           (Amount in Rupees)
                                                          F.Y. 2001-2002    F.Y. 2002-2003    F.Y 2003-2004     April 1, 2004 to
                                                                                                                August 9, 2004
 Prudential   ICICI Short Term Plan                                   Nil         931,228         14,21,883               102,452
 Prudential   ICICI Flexible Income Plan                              Nil          38,849          930,438                 95,581
 Prudential   ICICI Gilt Treasury                                     Nil             7730            8,058                 1,341
 Prudential   ICICI Gilt Fund Treasury Plan – PF Option               Nil               Nil           7,075                    Nil
 Prudential   ICICI Gilt Investment                                   Nil         273,439          449,987                116,084
 Prudential   ICICI Gilt Fund Treasury – PF Option                    Nil               Nil          18,400                 1,750
 Prudential   ICICI Floating Rate Plan                                Nil               Nil          64,734                66,547
 Prudential   ICICI Very Cautious Plan                                Nil               Nil          39,866                16,883
 Prudential   ICICI Cautious Plan                                     Nil               Nil          44,693                34,314
 Prudential   ICICI Moderate Plan                                     Nil               Nil        129,366                 11,888
 Prudential   ICICI Agressive Plan                                    Nil               Nil          68,075                 7,958
 Prudential   ICICI Very Aggressive Plan                              Nil               Nil          18,578                 1,876
 Prudential   ICICI Fixed Maturity Plan – Quarterly I                 Nil         (14,409)            1,611                    Nil
 Prudential   ICICI Fixed Maturity Plan – Quarterly II                Nil               51               21                    Nil
 Prudential   ICICI Fixed Maturity Plan – Quarterly III               Nil               29               Nil                   Nil
 Prudential   ICICI Index Fund                                        Nil            9,167            1,161                    Nil

The percentage of brokerage paid to ICICI Brokerage Services Limited (IBSL) was @0.26% and for ICICI Web Trade 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.14.098 lakhs, Rs.1,391.54 lakhs, Rs.8,106.27 lakhs,
12,927.72 lakhs and Rs. 15,603.41 lakhs during the year 1999-2000, 2000-2001, 2001-2002, 2002-2003 and 2003-2004
respectively. Further, during the period from April 1, 2004 to August 9, 2004, total business given to IBSL amounted to Rs.
7,037.57 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.
During the period from April 1, 2000 to August 9, 2004, total business given to ICICI Web Trade Ltd. and ICICI Securities
Limited amounted to Rs. 449.52 lakhs and 30.05 lakhs respectively.
Dealings with Associate Companies
The AMC may, from time to time, for the purpose of conducting its normal business, use the services of the Sponsor, subsidiaries
of its Sponsors/ associate companies of AMC. Such entities as on the date of this document include 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 thereunder. 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.




                                                                                                                                         85
     Prudential ICICI Mutual Fund

     C)   Details of investments in companies that hold more than 5% of NAV of Schemes managed by the AMC, as on
          August 9, 2004:
                                                                                           Bank of Baroda
            Name of Scheme                                               Quantity        Amount (Rs.)           % of NAV
            Debt - Debentures / Bonds
            Prudential ICICI Long Term Plan                                   400          44,554,030               2.00%
            Prudential ICICI Monthly Income Plan                              100          11,138,507               0.09%
            Prudential ICICI Child Care Plan – Study Plan                     300          33,415,522              13.31%


                                                                                     Bharati Televentures Limited
            Name of Scheme                                               Quantity       Amount (Rs.)            % of NAV
            Equity
            Prudential ICICI Growth Plan                                  718,250         109,281,738               2.57%
            Prudential ICICI Index Fund                                    33,490           5,095,504               2.71%
            Sensex Prudential ICICI Exchange Traded Fund                   18,512           2,817,526               1.90%


                                                                                 Datamatics Technologies Limited
            Name of Scheme                                               Quantity        Amount (Rs.)           % of NAV
            Equity
            Prudential ICICI Dynamic Plan                                  97,688          12,743,400               1.39%
            Prudential ICICI Income Multiplier Fund                        30,000           3,913,500               0.22%
            Prudential ICICI Tax Plan                                      10,000           1,304,500               0.43%
            Prudential ICICI Technology Fund                              213,203          27,812,331               1.95%
            Prudential ICICI Child Care Plan – Gift Plan                     9,245          1,206,010               0.40%


                                                                                       Hindustan Zinc Limited
            Name of Scheme                                               Quantity        Amount (Rs.)           % of NAV
            Equity
            Prudential ICICI Dynamic Plan                                 300,000          28,695,000               3.12%
            Prudential ICICI Tax Plan                                      98,804           9,450,603               3.14%
            Prudential ICICI Income Multiplier Fund                        24,000           2,295,600               0.13%


                                                                                     Hindalco Industries Limited
            Name of Scheme                                               Quantity        Amount (Rs.)           % of NAV
            Equity
            Prudential ICICI Balanced Fund                                 35,280          38,811,528               2.53%
            Prudential ICICI Income Multiplier Fund                        20,000          22,002,000               1.22%
            Prudential ICICI Index Fund                                      1,668          1,834,967               0.97%
            Prudential ICICI Monthly Income Plan                           91,721         100,902,272               0.83%
            Sensex Prudential ICICI Exchange Traded Fund                     3,464          3,817,155               2.57%
            Prudential ICICI Power                                        253,683         279,076,668               5.28%
            Prudential ICICI Growth Plan                                      695             764,570               0.02%
            Debt - Debentures / Bonds
            Prudential ICICI Income Plan – Dividend Option                    980       1,273,556,858              10.40%
            Prudential ICICI Short Term Plan                             1,000,043        163,805,420               2.52%
            Prudential ICICI Liquid Plan                                       52           7,853,950               0.01%
            Prudential ICICI Fixed Maturity Plan – Quarterly Series 24         75          11,327,813               0.61%
            Prudential ICICI Fixed Maturity Plan – Yearly Series 23            75          11,327,813              14.10%
            Prudential ICICI Monthly Income Plan                         1,000,025        370,013,124               3.04%




86
                                                                       Prudential ICICI Monthly Income Plan

                                                                Hindustan Lever Limited
Name of Scheme                                    Quantity        Amount (Rs.)              % of NAV
Equity
Prudential ICICI Index Fund                         39,777            4,630,043                  2.46%
Sensex Prudential ICICI Exchange Traded Fund        54,966            6,392,546                  4.31%
Debt - Debentures / Bonds
Prudential ICICI Long Term Plan                   6,948,365          42,383,637                  1.90%
Prudential ICICI Child Care Plan – Study Plan       671,256           4,094,527                  1.63%

                                                                HCL Technologies Limited
Name of Scheme                                    Quantity        Amount (Rs.)              % of NAV
Equity
Prudential   ICICI Dynamic Plan                    135,983          43,970,103                   4.79%
Prudential   ICICI Technology Fund                 389,502         125,945,472                   8.83%
Prudential   ICICI Child Care Plan – Study Plan     10,000           3,233,500                   1.29%
Prudential   ICICI Power                           500,000         161,675,000                   3.06%
Prudential   ICICI Monthly Income Plan             254,744          82,371,472                   0.68%
Prudential   ICICI Index Fund                        5,349           1,729,599                   0.92%
Prudential   ICICI Child Care Plan – Gift Plan      32,500          10,508,875                   3.47%

                                                        Indian Aluminium Company Limited
Name of Scheme                                    Quantity        Amount (Rs.)              % of NAV
Debt - Debentures / Bonds
Prudential ICICI Short Term Plan                        15          160,287,234                  2.47%

                                                                      ITC Limited
Name of Scheme                                    Quantity        Amount (Rs.)              % of NAV
Equity
Prudential ICICI Balanced Fund                      30,000           31,423,500                 2.05%
Prudential ICICI FMCG Fund                          39,800           41,688,510                12.43%
Prudential ICICI Child Care Plan – Gift Plan         5,300            5,551,485                 1.83%
Sensex Prudential ICICI Exchange Traded Fund         8,659            9,042,161                 6.10%
Prudential ICICI Index Fund                          4,476            4,688,386                 2.49%

                                                              Mahindra & Mahindra Limited
Name of Scheme                                    Quantity        Amount (Rs.)              % of NAV
Equity
Prudential ICICI   Balanced Fund                    98,000           43,727,600                  2.85%
ICICI Power.                                       449,984          200,782,861                  3.80%
Prudential ICICI   Monthly Income Plan             155,013           69,166,801                  0.57%
Prudential ICICI   Growth Plan                     199,996           89,238,215                  2.10%
Prudential ICICI   Income Multiplier Fund           35,004           15,618,785                  0.86%
Prudential ICICI   Index Fund                        2,095              934,789                  0.50%
Debt - Debentures / Bonds
Prudential ICICI Floating Rate Plan                    500         500,000,000                   2.41%

                                                                 Maruti Udyog Limited
Name of Scheme                                    Quantity        Amount (Rs.)              % of NAV
Equity
Prudential ICICI Growth Plan                       300,000          120,915,000                  2.85%
Prudential ICICI Income Multiplier Fund             30,000           12,091,500                  0.67%
Prudential ICICI Index Fund                          5,219            2,103,518                  1.12%
Sensex Prudential ICICI Exchange Traded Fund         4,329            1,744,803                  1.18%
Prudential ICICI Power                             160,000           64,488,000                  1.22%

                                                              Videsh Sanchar Nigam Limited
Name of Scheme                                    Quantity        Amount (Rs.)              % of NAV
Equity
Prudential ICICI Index Fund                          5,149             863,487                   0.46%

                                                                                                              87
     Prudential ICICI Mutual Fund

     d)      PENALTIES & PENDING LITIGATIONS
     CASES OF PENALTIES AWARDED BY SEBI UNDER THE SEBI ACT OR ANY OF ITS REGULATIONS OR ANY OTHER REGULATORY
     BODY AGAINST 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.
     ICICI                          :   Nil
     AMC                            :   Nil
     Prudential Plc.
     Financial Services Authority (FSA)
     In October 2001, following a visit in early 1999, the Personal Investment Authority fined the Company £650,000. This related
     to delays in paying redress to supplement the pensions of those who had retired and the benefits of the beneficiaries of those
     who had died, and to its record keeping.


     M&G
     Following a regular Inland Revenue Personal Equity Plans(PEP) audit, M&G have reached agreement to pay the following:
             -    missing application forms - £550
             -    incorrect handling of void PEPs - £3205
             -    accepting “paid for” as well as “free” shares during the take-on of Norwich Union windfall shares - £600 +
                  repayment of any wrongly claimed tax credits


     Investment Management Regulatory Organisation (IMRO)
     In December 1996, Prudential Personal Equity Plans Limited underwent an IMRO disciplinary procedure.
     In January 1997, the IMRO fined Prudential Personal Equity Plans Limited £70,000 for breaches of the Client Money Regulations
     and related breaches which had occurred several years before.
     The breaches were caused through the inability of systems to cope automatically with crediting individual investors’ accounts
     with dividends declared in respect of the underlying investments in personal equity plans. The dividends were handled manually,
     were not credited in time and mistakes arose, requiring insignificant amounts of compensation to be paid to investors.
     ANY PENDING MATERIAL LITIGATION PROCEEDINGS, OTHER THAN ORDINARY ROUTINE LITIGATION 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.
     AMC: 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. This matter was listed
     before Hon’ble Delhi High court for final arguments in the regular hearing list.
     ICICI Bank Ltd.:
     There are no litigations whose likely outcome will have a material adverse effect on the operations of the Company. However,
     following are the pending litigation/disputes/defaults etc. against ICICI Bank as on June 30, 2004, listing out criminal prosecutions
     launched against ICICI Bank and/or its working Directors and Suits filed against ICICI Bank involving a claim amount of Rs. 10
     lacs and more. (Claims involving an amount of less than Rs. 10 lacs are produced in the table below).
     1.      ICICI Ltd had instituted legal proceedings against Mardia Chemicals Limited (MCL), bearing suit number 3874 of 1999.
             MCL filed a counter-claim (278 of 2002) in the DRT, Mumbai in 2002 for an amount of Rs. 56.31 billion. The Tribunal
88
                                                                                                     Prudential ICICI Monthly Income Plan

     passed an order directing MCL to withdraw its counter-claim and forfeited the court fees paid by MCL as the counter
     claim was wrongly filed in the application made by the guarantor for MCL. This matter was dismissed. MCL then made an
     application in the High Court of Gujarat to seek extension of time for filing a counter claim in the DRT, Mumbai. The High
     Court of Gujarat held that it did not have jurisdiction in the matter and observed that the matter was to be decided by the
     DRT, Mumbai on merits. The DRT, Mumbai has now admitted the counter claim filed by MCL.
2.   The guarantors for Mardia Chemicals Ltd – Mr. Rasiklal Mardia, Mr. Rakesh Mardia and Mr. Rajiv Mardia filed a suit (1431
     of 2003) in the City Civil Court, Ahmedabad against us (ICICI Bank) and have claimed an amount of Rs. 20.78 billion. We
     have filed our reply seeking dismissal of the suit. The matter is posted for hearing in the City Civil Court, Ahmedabad and
     is pending disposal.
3.   ICICI Ltd filed a recovery suit (105 of 2001) in the DRT, Mumbai against Dynamic Logistics Limited (DLL) for Rs. 350.0
     million. DLL filed a counter-claim for Rs. 1,250.0 million in the DRT, Mumbai and the matter is pending disposal. The case
     is posted on 9th July 2004 for hearing on the interim applications on jurisdiction, production of documents etc.
4.   ICICI Ltd filed a suit (107 of 1999) in the DRT, Delhi against Esslon Synthetics Limited (ESL) and its managing director (in
     his capacity as guarantor) for recovery of dues payable to ICICI. The guarantor filed a counter-claim in the DRT, Delhi in
     2001 for an amount of Rs. 1.00 billion against ICICI and other parties to the suit, all of whom were signatories to the
     hiving-off arrangement of ESL’s Fibres Division and LML Limited’s Scooters Division into separate companies. ESL has
     moved an application for amending the counter-claim in January 2004. We have filed our reply to the application for
     amendment.
5.   ICICI Ltd filed a recovery suit (584 of 2000) for Rs. 70.0 million against Camson Agritech Limited (CAL) and its guarantor
     in the DRT, Bangalore. The case was filed ex parte. Subsequently CAL came on record and filed objections and also made
     a counter-claim for Rs. 300.0 million. We have our objections filed on May 19, 2004. DRT has posted the matter for
     leading evidence of the Applicant (ICICI Bank) on the main Application. The matter is pending hearing.
6.   ICICI Ltd filed a recovery suit (3635 of 2000) in the DRT, Mumbai against Medtech Products Limited (MPL) for Rs. 270.6
     million. MPL filed a counter-claim for set-off for an amount of Rs. 270.6 million in the DRT, Mumbai. We are in the process
     of filing our reply and the matter pending hearing.
7.   ICICI Ltd filed a recovery suit (3074 of 1987) in the Bombay High Court (since transferred to the DRT, Mumbai) against
     Punalur Paper Mills Limited (PPL) for Rs. 36.0 million. Subsequently, PPL has claimed damages from certain lenders (including
     us), of an aggregate amount of Rs. 236.4 million. The matter has not come up for final hearing.
8.   ICICI Bank filed a suit (192 of 2001) in the DRT, Ahmedabad against Vision Organics Limited (VOL) for recovery of Rs.
     312.7 million. VOL has filed a counter claim against us for Rs. 230.0 million to which we have filed our replies. The matter
     has been argued for our claim. The arguments of IDBI are going on. The suit is pending disposal.
9.   The Peerless General Finance & Investment Company Limited, a debenture holder of Essar Oil Limited, filed a suit (434 of
     2001) against Essar Oil Limited and others in the City Civil Court, Kolkata in 2001 for non-receipt of redemption amount
     and interest of Rs. 112.3 million. ICICI Ltd in its capacity as debenture trustee was impleaded as a defendant. We are in
     the process of filing our written statement. The suit is pending disposal.
10. Kalpana Lamps and Components Limited (KLCL) had availed of financial assistances from ICICI, IIBI and UTI and the said
    assistances are secured by a first charge and mortgage on pari-passu basis in respect of the company’s properties. During
    1995, Anchor Electronics and Electricals Limited (AEEL) has paid the outstanding dues to ICICI, IIBI and UTI on behalf of
    KLCL and requested us to assign the securities created in favour of IIBI and UTI in their favour. AEEL filed a suit (bearing CS
    No.1559 of 1998) before Bombay High Court praying, inter-alia for a declaration that they are entitled to assignment and
    transfer of rights under the various loan / security agreements entered into between the company and ICICI, IIBI and UTI.
    As we are holding the title deeds on behalf of Canara Bank, a second charge holder, we requested AEEL/KLCL to furnish
    a no-objection letter from Canara Bank. Canara Bank has refused to give their no-objection letter. Subsequently, AEEL
    amended the specific performance suit to a money suit claiming Rs.10,67,65,000 with interest thereon from ICICI Bank
    and the same is pending before Bombay High Court. KLCL has now discharged Canara Bank’s liability and Canara Bank
    has given their no-objection letter. Now, AEEL has to withdraw their suit. Now AEEL has filed an application for release of
    title deeds of KLCL’s properties at Ranipet. Without prejudice to the rights and contentions in the Suit, ICICI and IIBI have
    given their no-objection to the above subject to the condition that the suit claim shall be proportionately reduced by
    Rs.20.0 million which is sale consideration for Ranipet Unit. UTI is yet to give their NOC for the above.
11. Anagram Finance Limited, subsequently amalgamated with ICICI Ltd, filed a suit (3879 of 1998) in the City Civil Court,
    Ahmedabad in 1998 for recovery of a sum of Rs. 68.3 million from Ezy Slide Fasteners Limited (ESFL). ESFL filed a separate
    suit (2243 of 1999) in the City Civil Court, Ahmedabad for recovery of Rs. 71.8 million from Anagram Finance Limited,
    being the loss allegedly suffered by ESFL on account of breach of a subscription agreement dated April 4, 1995 between
    Anagram Finance Limited and ESFL pursuant to which Anagram Finance Limited had subscribed to 420,000 zero interest
    fully convertible debentures. The suit is pending disposal.
12. Shin-Etsu Chemicals Private Limited (Shin-Etsu) filed a suit (603711 of 2002) in the Supreme Court of New York for
    compensatory damages of US$ 1,000,000 together with interest for the alleged dishonour by us of a letter of credit
    issued by us in favour of Shin-Etsu. We have not agreed to make payments under the letter of credit as one of the terms
    of the letter of credit has not been complied with. We moved a petition that the courts of New York do not have
                                                                                                                                            89
     Prudential ICICI Mutual Fund

          jurisdiction and is a “forum non convenienes”. The New York Court has dismissed our preliminary objections on the
          grounds of jurisdiction and has also given a summary judgment against us and the matter is to be now heard only for
          determining the quantum of damages. We have filed an appeal in the Court of Appeal, New York and the determination
          of damages is stayed till disposal of appeal. The judgement is awaited.
     13. Walsons Industries Products Incorporated (WIPL) filed a suit (3408 of 1999) against ICICI Ltd in the Bombay High Court
         for recovery of US$ 653,000 alleging that three bills received through Bank of Nova Scotia should be paid by ICICI in
         terms of a letter of credit as done in the case of five previous bills since they formed part of the same transaction. ICICI,
         in its statement of defence, stated that all documents received through Bank of Nova Scotia were on collection basis, and
         each one was an independent transaction by itself without any supporting commitment from ICICI through the letter of
         credit. The court has granted us unconditional leave to defend the case. The suit is pending disposal.
     14. C D Industries - ICICI Bank has filed O.A. No. 373/2002 against the Company and guarantors before the Debt Recovery
         Tribunal, Mumbai in respect of credit facilities granted to the Company. ICICI has claimed a sum of Rs. 2.09 crs as on
         December 31, 2001 in the said O.A. The Company and one of the guarantors Mr. Vinod Kumar Agarwal have filed Set
         Off/Counter Claim in the said O.A. claiming a sum of Rs. 3.41 crores. The Defendants have also filed written statement in
         the matter. ICICI has also issued notice under the SARFAESI Act, 2002 to the Company and guarantors. The Company
         filed Writ Petition no. 2513/2003 before the Bombay High Court against the said notice.
     15. M.B. Industries Limited (MBIL) filed a suit (130A of 1997) in the High Court at Kolkata claiming an aggregate amount of
         Rs. 102.5 million from ICICI, IDBI and IFCI out of which approximately Rs. 20.0 million was claimed from ICICI. The High
         Court at Kolkata did not grant any relief to MBIL. However, ICICI, IDBI and IFCI were granted leave to file recovery suits
         against MBIL. The matter was kept pending sine die. IDBI, as the lead lender, filed a joint suit (319 of 1998) with ICICI and
         IFCI in the DRT, Kolkata against MBIL. Our claim in the suit is Rs. 19.1 million. The Board for Industrial and Financial
         Reconstruction has recently granted consent to continue with recovery proceedings against MBIL. The hearing of evidence
         has been concluded and the matter has been fixed for judgment
     16. A suit (19 of 2002) was filed against ICICI Bank before the District Judge, Alipore, by Mr. Sunil Joshi, an ex-employee, for
         alleged wrongful dismissal from its services praying for a decree of Rs 15.5 million and for loss of Rs. 42,602.74 per day
         with effect from April 11, 2001 till the date of realisation. ICICI Bank has filed a written statement and the suit is pending
         disposal.
     17. Bank of India has filed a suit before High Court Madras against K S Computers and K A Systems for an amount of Rs 111
         lakhs and has also made us a party to the suit alleging that we have collected forged instruments. The suit has been
         transferred to DRT and is pending. Yet to be posted for final hearing.
     18. O.R.J.Electronic Oxides Ltd - Lease Finance of US $ 72,00,000 (INR Rs. 2578.00 lakhs) was granted to the Company
         against 25% margin money for purchase of solar energy based machineries secured by Corporate Guarantee of ETKIF.
         The Company committed default in the repayment of Lease rentals. Also Customs Authorities took up certain investigation.
          On knowing of the Investigations we adjusted the FCNR Deposit to the Lease Finance account and entire dues under the
          Lease Finance account were wiped out. The remaining amount of Rs.400.00 lacs has been frozen by DRI. The Commissioner
          of Customs on adjudication imposed a fine of Rs.100.00 lacs on the Bank and Fined other persons for evasion of Custom
          Duty. We have filed an appeal before CEGAT and obtained an unconditional interim stay.
          DRI under the Customs Act referred the case to CBI, Directorate of Enforcement under FERA and Income Tax. Based on
          that CBI filed charge sheet against M/s V.Nachiappan, GM ICICI Bank, K.M.Thyagarajan, then Chairman of Bank of
          Madura Ltd. and N.Narayanan, then AGM of Bank of Madura Ltd. for the alleged offence of criminal conspiracy in
          securing the Lease Finance. Enforcement Directorate also initiated proceedings under FERA for violation of FERA Rules
          and on adjudication imposed fine on the Bank for Rs.10.00 lacs and Rs.1.00 lac on M/s V.Nachiappan, RM.Ramanathan,
          Loganathan and N.Nrayanan. We filed an appeal against the order before FERA Board at Delhi seeking unconditional stay
          of order. The Income Tax Department also disallowed the depreciation and we filed an appeal before IT Appellate Tribunal
          and obtained stay.
          We have obtained interim stay of the order passed by the Commissioner of Custom imposing fine on the Bank and the
          Individuals. We are also seeking waiver of deposit of the fine amount imposed by the Enforcement Directorate on the
          Bank and other persons and the matter is pending
     19. Gokula Education Foundation (Medical) V/s ICICI Bank Limited - Complaint No. 88/2003 before the Karnataka State
         Consumers Disputes Redressal Commission, Basava Bhavan, High Grounds, Bangalore. The monetary claim is - Rs.79,30,067/
         -. The complainant has filed this Complaint for refund of Front end fees, Guarantee commission etc as the loan was not
         disbursed after the same was sanctioned. Case was posted for April 18, 2004 for our objections. Objections have been
         filed. The case was posted to 25/6/2004 for the filing of affidavits by way of evidence. Now, the matter is on 27/8/ 2004
         for marking of documents by the Complainant.
     20. J.G. FINANCE Ltd. raised a public issue on 23.05.1995 & erstwhile Bank of Madura was one of the collecting bankers to
         the issue. Due to some dispute a suit was filed at Madras High Court by First Leasing Company of India Ltd. against
         J.G.Finance Ltd and 11 others including Bank of Madura and three other collecting bankers. Madras High Court vide APP
         No.623 of 1995 in C.S. No.832 of 1995 passed an injunction on 13.06.1995 restraining the banks from making any
         payment to J.G.Finance Ltd. with regard to the public issue. Subsequently on 13.09.1995, Madras High Court revised the
90
                                                                                                  Prudential ICICI Monthly Income Plan

    earlier order and restricted the injunction up to Rs.70 lacs only. Accordingly on 17.11.1995 erstwhile Bank of Madura has
    paid Rs.23 lacs. Since then the bank has kept a fixed deposit of Rs.1,25,41,323/- as there was no instruction from the
    Hon’ble High Court at Madras regarding the payment of interest on frozen account. The matter is still pending with
    Madras High Court
21. Shri Bhalchandra Shinde, Proprietor of Mandar Travels in the year 1999 filed suit in the Bombay High Court for termination
    of bus services for transportation of the staff members. The amount involved is Rs.66 lacs. The services of Mandar Travels
    were temporarily hired till final selection of the contractor. The matter is pending disposal.
22. Jitesh Pradhan is an account holder of ICICI Bank, Cuttack, having S/B Account No. 63420100520. Shri Pradhan had filed
    a case bearing no. 313 of 2003 before the State Commission, Cuttack. Shri Pradhan had issued a self cheque no. 045244
    for Rs. 30,000/- dated February 13, 2004. The said instrument was brought and presented by Shri Pitambar Mishra, peon
    of Shri Pradhan for encashment. However, Shri Pradhan filed a case against ICICI Bank, inter alia, claiming Rs. 60.0 lacs
    towards harassment and mental agony. Our advocate has opined that as the amount (Rs. 30,000/-) has already been
    withdrawn by the complainant’s representative and the same had been handed over to him, which s duly supported by
    the affirmation given by Shri Mishra before the Executive Magistrate. Hence, the claim of Rs. 60.0 lacs is not justifiable
    and maintainable under the above mentioned circumstances and as such ICICI Bank is not liable for payment of Rs. 60.0
    Lacs to Shri Pradhan.
23. M/s Venkateswara Eng. Corporation has filed a suit before High Court Madras against us claiming an amount of Rs 52
    lakhs towards fixed deposits. We have filed our written statement. Evidence is completed and posted for Argument. Yet
    to be listed.
24. Shri Ashok Kumar Kanwar has filed Suit no. 1476 of 2002 in the Delhi High Court. The said suit is a suit for possession,
    declaration and recovery of Rs. 40,74,000/- as mesne profits, damages permanent and mandatory injunction. The Plaintiffs
    therein are seeking a decree of possession in their favour in respect of the premises comprising of first floor of property
    bearing no. 13, Pratap Nagar, Mayur Vihar, Phase –1, Delhi – 110091. The matter is listed for admission and denial of
    documents on 17/8/04
25. M/s Quality Foils Ltd has filed a complaint before the State Consumer Forum, on account of return of letter of credit with
    the wrong reason. The forum allowed the complaint and directed us to pay Rs 24 lakhs to the complainant. We have filed
    an appeal before the National Commission, Delhi and have obtained a conditional order on deposit of Rs 24 lakhs. The
    case is pending for hearing. Yet to be taken up for final disposal
26. Shri Kailashchand Deoli has filed a case bearing No. 197 of 2002 before the District Consumer Forum, Dehradun against
    the Branch Manager, ICICI Bank alleging deficiency of service against the ICICI Bank and claiming a sum of Rs. 20 lacs as
    compensation on account thereto.
27. Mahendra Jogani has filed a complaint against ICICI Bank Limited before the District Consumer Forum, Chennai. As per
    the complaint, he had opened an online account with ICICI Bank, Cenotaph Road Branch, Chennai on June 23, 2000. The
    Complainant had issued a cheque for Rs.50,000/- dated December 18, 2003 and the same was returned by our Bangalore
    Branch for the reason “Account Dormant”. The case is that he had deposited Rs.50,000/- before issue of cheque and the
    same was accepted by the Branch and the same was not refused for the reason “Account Dormant”. Further a sum of
    Rs.200/- was debited for dishonour of cheque though the funds were available in the account. The Complaint is filed
    claiming Rs.10 lacs towards negligence, deficiency in service and unfair trade practice, Rs.10 lacs towards mental agony
    and medical expenses and refund Rs.200 which was the debit charges for bouncing of cheques. We have filed vakalat
    and are filing a counter.
28. Mrs. Tasneem Adhikari has filed a civil suit on 14/11/2003 in the Mumbai High Court for wrongful sale of her truck. In the
    said suit , she is praying for payment of compensation for a sum of Rs. 12,20,000/-. Her Interim Application has been
    rejected and our written statement has been filed. The matter is pending disposal.
29. Kisan Sahakari Chini Mills Limited has filed a suit suit bearing No. 6 of 2001 before the Hon’ble State Commission, UP in
    the year 2001 claiming interest and compensation amounting to Rs. 13 lacs on delayed payment of refund amount of
    Rs. 25 lacs from the date of allotment advice i.e. May 1997 in the March 1997 (Series I) of the ICICI Bond Issue. The next
    hearing date is August 13, 2004. The suit is pending disposal.
30. M/s Vijay Bhargavi Chit Fund Private Limited has filed a petition in the year 2002 before the Andhra Pradesh Consumer
    Disputes Redressal Commission for damages of Rs. 20 lacs for deficiency of service arising from wrongful dishonour of
    cheque. ICICI Bank has filed its written statement before the State Commission.
31. Shri Mahesh Madanlal Navandar of Pune has filed a complaint before Addl. Consumer Dispute Redressal Forum, Pune on
    July 21, 2003 against The Baramathi Sahakari Bank Ltd and ICICI Bank for deficiency of service and claimed an amount of
    Rs.18,65,234/- with interest as damages. ICICI Bank has filed its reply statement before said Forum. The matter is pending
    before the said Forum.
32. M/s Fidelity Finance Ltd. has filed a suit before the High Court Madras claiming an amount of Rs 12 lakhs from us on the
    ground for not honouring a letter of credit issued in favour of M/s Vijaya Chemagro India P. Ltd. The suit is pending for
    hearing. Yet to be listed.
33. Mr R M Kanappan, our ex-employee has filed a writ petition before the High Court Madras for wrongful dismissal from
                                                                                                                                         91
     Prudential ICICI Mutual Fund

          services. The writ petition has not yet come up for hearing. Yet to be posted for final disposal
     34. Shri R.N. Shetty has filed a compliant on July 22, 2003 before Consumer Dispute Redressal Forum, Pune against ICICI
         Bank for deficiency of service and claimed an amount of Rs. 12,28,212/-. We have filed our Affidavit in Reply .The matter
         is pending disposal.
     35. Mr. S Srinivasagam, our ex employee has filed a suit before the Sub Court Madurai claiming an amount of Rs 11 lakhs
         (notional claim) for wrongful suspension from employment. The suit has become infructuous and will be dismissed when
         taken up for final disposal. Yet to be posted for final disposal
     36. A joint suit was filed by ICICI (since merged with ICICI Bank) & IFCI with IFCI as the lead against Best Boards Limited for
         recovery of dues in DRT, Delhi on January 29, 2001. The company has filed a counter claim of Rs. 10 lacs against all lenders
         (including ICICI Bank) on the ground that IFCI, as the lead institution, refused to give its consent for sale of the plant &
         machinery and has alleged that there were prospective buyers who were willing to pay a higher sum thereby causing loss
         to the company. The suit is pending disposal.
     37. M/s G R Pharma has filed a complaint before the State Consumer Forum Chennai claiming an amount of Rs 11 lakhs from
         us towards unauthorised debit from his current account. The suit is pending hearing. Yet to be taken up for final disposal.
     38. In the account of Muthu Meenal Alagappan complaint has been filed against two individuals who were our Officials of
         our Bank and against our Bank claiming Rs.10.00 Lakhs jointly and severally.Hence we have not construed as claim
         against our Bank above Rs.10.00 Lakhs. Hence no letter has been obrtained from our Advocate. Yet to be taken up for
         effective hearing.
     39. Dabhol Power Co. - Certain offshore lenders (including ABN Amro Bank N.V. and others) to a large private sector power
         generation project in the State of Maharashtra have initiated arbitration proceedings in London in April 2003 against
         certain Indian lenders to the project company, including us, in relation to disputes under the Inter-Creditor Agreement,
         claiming from the Indian lenders (including us), inter alia, damages in an aggregate amount of US$ 534 million (together
         with interests and costs).
     40. Three criminal complaints (2412/S/2003, 2413/S/2003 and 2414/S/2003) were filed in the year 2000 against erstwhile
         ICICI Limited (Since merged into ICICI Bank) (“ICICI”) 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. The
         complaints are pending disposal.
     41. Two criminal complaints (2415/S/2003 and 2416/S/2003) were filed in the year 2000 against ICICI Bank before 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.
     42. A case (39/2002) was filed against ICICI in the Industrial Court by the Union of Security Guards of its Corporate Office at
         Bandra-Kurla Complex, Mumbai, claiming difference in wages on the ground that ICICI employed security guards. Thereafter
         the matter was referred to the Industrial Tribunal, where the Union of Security Guards is yet to file the details of their
         claim.
     43. A writ petition (6813/ 2003) was filed against ICICI Bank in the Bombay High Court by the Union of Security Guards
         against the engagement of security guards by ICICI Bank despite registration with the Security Guards Board. A detailed
         reply has been filed, in particular, pointing out that that the registration had been obtained by ICICI only in respect of
         residential quarters for employees. The writ petition is pending disposal.
     44. Two criminal complaints (2347/S/2003 and 2349/S/2003) were filed against ICICI Bank before the Metropolitan 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 complaint is pending disposal.
     45. 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 this 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.
     46. A criminal complaint (2064(C) of 2000) was filed against ICICI and its officials including Mr. K.V. Kamath, its Managing
         Director & Chief Executive Officer before the Court of Chief Judicial Magistrate, Patna, by a debenture holder of Lloyds
92       Finance & Investment Company Limited (LFICL). Summons were issued for the personal appearance of Mr. Kamath against
                                                                                                   Prudential ICICI Monthly Income Plan

    which ICICI filed an application under Section 205 of the Criminal Procedure Code (CrPC) in the Magistrate Court, which
    was allowed. ICICI also filed a criminal revision petition (2064(2) of 2000) before the Sessions Judge, who has admitted
    the revision application and called for the records from the Magistrate Court. Hence, the proceedings in the Magistrate
    Court have been stayed. The matter is posted for hearing on July 19, 2004.
47. A criminal complaint (614 of 2001) was filed in the year 2001 against ICICI Bank by Pelicorp Limited upon termination of
    the Direct Selling Agent Agreement between itself and ICICI Bank pursuant to certain RBI guidelines. ICICI Bank filed a
    criminal petition (4147 of 2001) under Section 482 of the Criminal Procedure Code for quashing the complaint in the
    Karnataka High Court, which has granted interim stay in the matter. The matter is pending disposal.
48. A criminal complaint (1648 of 2001) was filed against ICICI Bank before the Chief Judicial Magistrate, Jaipur for wrongful
    dishonour of cheques. ICICI Bank has filed a revision petition (15 of 2002) in the High Court at Jaipur for quashing the
    order passed by the lower court. The High Court has admitted the petition and has stayed the proceedings pending
    before the Chief Judicial Magistrate. The matter is pending disposal. The Revision filed by ICICI Bank in the High Court at
    Jaipur against the criminal case (1648/01) filed by Rajiv Aggarwal is listed for final arguments on August 25, 2004.
49. A writ petition (2181/04) was also filed by Rajiv Aggarwal in the High Court at Jaipur against SEBI and ICICI Bank interalia
    seeking directions against SEBI to initiate appropriate proceedings against ICICI Bank for failure to disclose details of the
    criminal proceedings filed by him in the prospectus. ICICI Bank has forwarded its comments to the counsel to prepare
    draft reply. As yet the matter is at the stage of service of notice.
50. A criminal complaint (2175(C) of 2001) was filed against ICICI and its officials including Mr. N Vaghul, its Chairman, by a
    debenture holder of Modern Denim Limited (MDL). Summons were issued for personal appearance of Mr. Vaghul against
    which ICICI filed an application under Section 205 of the Criminal Procedure Code in the Magistrate Court and the same
    was allowed. ICICI also filed a criminal revision petition (2175(2) of 2001) before the Sessions Judge, who has admitted
    the petition and called for the records from the Magistrate Court. The proceedings in the Magistrate Court have been
    stayed. The matter is scheduled for hearing on July 19, 2004.
51. A criminal complaint (1876 of 2003) was filed against ICICI Bank and all of its Directors in the Judicial Magistrate Court,
    First Class, Pune by Ms. Seema Mungale alleging that in response to the notice under Section 138 of the Negotiable
    Instruments Act, issued by ICICI Bank for return of cheque of Rs. 1,500/-, given towards payment of her credit card dues,
    she made the payment within the notice period of 15 days but inspite of ICICI Bank’s acknowledging the payment, it filed
    a false criminal compliant against her by making false statements. There are no averments in the complaint against the
    Directors. ICICI Bank filed a writ petition (2645 of 2003) 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 lower court at Pune against eleven
    Directors. A separate writ petition (3228 of 2003) has been filed in respect of the remaining Directors. The criminal case
    before the Magistrate at Pune is scheduled for hearing on August 3, 2004.
52. A criminal complaint (353 of 2003) was filed before the Additional Chief Metropolitan Magistrate, New Delhi by Mr.
    Anoop G. Chaudhury for an order under section 156(3) of the Criminal Procedure Code against ICICI Bank’s Managing
    Director & Chief Executive Officer 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.
53. A complaint (752 of 1997) was filed against ICICI Infotech Services Limited (now called ICICI Infotech Limited) in the
    Consumer Redressal Forum, Hyderabad District, by a shareholder of ICICI regarding transfer of five shares inspite of a stop
    transfer request having been made by him. The District Forum dismissed his complaint. The shareholder appealed against
    the Order of the District Forum vide appeal number 311 of 2000 and the appeal was admitted by the A.P State Consumer
    Disputes Redressal Commission, which directed ICICI to pay compensation and costs. An amount of Rs. 12,500/- was
    accordingly paid to the complainant. The complainant filed a petition (83 of 2001) in District Forum for non-compliance
    of the order. However, the District Forum dismissed the petition as the order of the A. P. State Consumer Disputes
    Redressal Commission was complied with. The complainant filed a revision petition (136 of 2003) before the Commission
    against the order of the District Forum, which was dismissed. A criminal complaint (152 of 2001) was also filed in the year
    2001 against ICICI and 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
    (1719 of 2002) 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.
54. A criminal complaint (1472/ of 2002) was filed against ICICI Home Finance Company Limited (ICICI HFC) and also against
    certain of ICICI Bank’s Directors before the Metropolitan Magistrate’s 26th Court at Borivli, Mumbai, by Ms. Dipali Gopani
    for alleged wrongful recovery of Rs. 3,150/- and non-return of title deeds. A Criminal Application was filed on behalf of
    all the accused before the Bombay High Court on November 11, 2002 for quashing the complaint and in the interim for
    stay of the complaint against the Directors. The High Court disposed of this application after recording the statement of
    the complainant that she would withdraw the complaint against all Directors except those who were Directors of ICICI
    HFC. Accordingly the complaint has been withdrawn against three directors and is now pending against Ms. Lalita D.
    Gupte, Ms. Kalpana Morparia and Mr.S.Mukherjee. ICICI HFC has filed the discharge application on behalf of the above
    mentioned three Directors which matter was scheduled for hearing on June 4, 2004 for arguments on the discharge
    application. On June 4th the matter could not be heard and the matter now stands for August 31, 2004 for arguments on
                                                                                                                                          93
     Prudential ICICI Mutual Fund

          discharge application.
     55. A suit (3874 of 1999) was filed in the year 1999 against Mardia Chemicals Limited (MCL) in the Bombay High Court by
         ICICI for recovery of an outstanding amount of approximately Rs. 1.35 billion. Thereafter, in 2002, ICICI issued a notice
         under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Ordinance, 2002
         demanding payment of an outstanding amount of Rs. 2.93 billion. Subsequently, a suit (3189 of 2003) was filed against
         Mr K. V. Kamath and Ms. Lalita D. Gupte by MCL in the City Civil Court at Ahmedabad for a purported amount of Rs. 56.31
         billion. An application has been filed under Order 7 Rule 11 of the Code of Civil Procedure for the dismissal of the suit
         on the grounds of limitation, jurisdiction and no cause of action against Mr. Kamath and Ms. Gupte.
     56. A criminal complaint (C/3606/03) was filed against Mr K.V. Kamath, ICICI Bank’s Managing Director and Chief Executive
         Officer, before the Metropolitan Magistrate, Kolkata, for violation of the Equal Remuneration Act 1976. ICICI Bank is
         taking up the matter with the concerned authorities for withdrawing the prosecution in view of compliance with the
         requirement. The matter is fixed for hearing on September 22, 2004.
     57. A criminal complaint (64 of 2002) was filed against 36 individuals including Mr. K. V. Kamath before the Court of 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 by IFCI limited as lead institution had extended financial assistance to SPL
         . The basic complaint is against Mr. Davar and other officials of IFCI alleging that the institutions conspired to help
         Ballarpur industries take over 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 recently, despite the same having been filed in the Court almost two years ago.
     58. A case (1356 0f 2003) under Sections 420/467/468 and 471 of the IPC was filed against Ms. Urmil Gupta and Mr. Jyotin
         Mehta, ICICI Bank’s General Manager and Company Secretary, before the Chief Judicial Magistrate, Rampur, by Mr.
         Sudeep Kumar Aggarwal alleging inter alia, that shares held by him had been illegally transferred to Ms. Urmil Gupta.
         Summons had been issued to Mr. Mehta in this regard. ICICI Bank has filed a Criminal Revision bearing No. 87 of 2004
         before the District and Sessions Judge, Rampur, challenging the issuance of summons to Mr. Mehta. The Orders issuing
         summons passed by Chief Judicial Magistrate, Rampur, have been stayed by the District and Sessions Judge, Rampur.
     59. A consumer complaint (349/03) was filed against ICICI Bank’s Chairman, Managing Director and all other working directors
         before the District Consumer Disputes Redressal Forum, Kolhapur, by Mr. Pradeep Balaso Kole claiming compensation for
         a sum of Rs.11, 772/- for taking back possession of his two wheeler without giving him proper notice. ICICI Bank has filed
         affidavit in Reply & Statement of Objections through its Collection Manager for Respondent No. 1. The matter is kept for
         hearing on July 12, 2004
          As on June 30, 2004
                                                                                                                                           (Rs. in crores)
            Sr.                                                             Cases with            Amount of possible liability         Cases with no
            No.                                                            Monetary Claim          on the basis of assessment        specific monetary
                                                                                                  of the branch/in house legal              claim
                                                                                                       department opinion
                     Nature of claim                                      Number   Amount (Rs.)   No. of cases     Amount (Rs.)                Number


            1.       Suits/legal proceedings filed by shareholders/bond       33        0.0321             24            0.1520                     407
                     holders of ICICI Bank.
            2.       Suits/legal proceedings filed by debenture holders      119        0.3319            105            0.3005                      11
                     against ICICI Bank as Debenture Trustees.
            3.       Suits filed by lessees/hirers seeking injunction        148        0.9500             13            0.0800                      43
                     against ICICI Bank taking possession of vehicles
                     pursuant to lease/hire purchase agreements and
                     other suits filed by retail customers.
            4.       Miscellaneous suits/ legal proceedings in the           267        6.3700            122            6.6500                      87
                     course of business.
            5.       Counter claims filed by Borrower/s or Guarantor/s.        1        7.1800              0                    0                    0
            6.       Writ Petitions filed by employees/ ex employees           0             0              0                    0                   21

                     Total                                                   568       14.8640            264            7.1825                     569

          ANY DEFICIENCIES IN THE SYSTEMS AND OPERATIONS OF THE SPONSOR OF THE MUTUAL FUND OR ANY 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.
          Capital Markets: North Star Gems Limited (NSGL) filed a suit (53 of 2003) in the City Civil Court, Ahmedabad, pertaining
          to an alleged transfer of funds from the current account maintained by NSGL with Bank of Madura, of an amount of Rs.
          70.0 million. NSGL had earlier filed a complaint in the National Consumer Commission, which was dismissed. In appeal
          from the decision of the National Commission, NSGL filed a Special Leave Petition (SLP) bearing number 645 of 2003 in
          the Supreme Court of India, which has also been dismissed. The suit in the City Civil Court is pending disposal. An
94
                                                                                                     Prudential ICICI Monthly Income Plan

     application under Order 7 Rule 11 of the CPC was filed for dismissal fo the suit on the grounds of limitation. The said
     application filed by us has been rejected. We are in the process of filing an appeal against the same. In the meantime we
     are also in the process of filing our written statement to the suit.
     Debenture Trusteeship: The erstwhile ICICI Limited had provided debenture trusteeship services since 1983, and acted
     as trustee for the holders of convertible and non-convertible debentures issued in the public and private markets. During
     SEBI’s inspection of the Debenture Trustee operations of the erstwhile ICICI Limited, observations on certain shortcomings
     were made by SEBI in its inspection report. The erstwhile ICICI Limited had initiated suitable action based on SEBI report
     and had submitted a detailed reply to SEBI. The matter is being examined by SEBI. The erstwhile ICICI Limited had
     subsequently, with a view to exit this business, been divesting the portfolio of debenture trusteeship in favor of other
     debenture trustees. ICICI Bank continues to act as a debenture trustee for the remaining companies for which the
     erstwhile ICICI Limited were debenture trustees. ICICI Bank has been permitted by SEBI to act as a debenture trustee.
SUBSIDIARIES
1.   ICICI Securities and Finance Company Limited (ICICI Securities): ICICI Securities was set up in February 1993 to provide
     investment-banking services to investors. ICICI Securities has three main business lines-
         Corporate advisory and Mergers and Acquisitions
         Fixed income; and
         Equities
     With the merger of erstwhile ICICI Limited with ICICI bank becoming effective, ICICI Bank holds 99.92% of the share
     capital of ICICI Securities. ICICI Securities is a Merchant Banker, Underwriter and Portfolio Manager registered with SEBI.
     Also ICICI Securities is a Primary Dealer registered with RBI engaged in acquisition and trading of Government Securities.
     Currently ICICI Securities provides services such as issue management underwriting, placement of debt and equity, corporate
     advisory services including mergers, amalgamations and spin offs, capital structuring, valuations and fairness opinion
     reports and as a Primary Dealer actively involved in money market operations, and trading in securities. It also provides
     specialised services in the areas of private equity syndication and privatisation of government entities. In addition, ICICI
     Securities has a research team, which identifies investment opportunities and provides timely investment advice to clients.
     ICICI Securities is amongst the largest arranger of funds in Debt and Equity segments and also amongst the leading
     advisors in Mergers and Acquisitions. It is also amongst the highest capitalized Investment Banks in India with net worth
     of Rs.3,191.80 million as on March 31, 2002.
     ICICI Securities was awarded two penalty points by SEBI for non-submission of Letter of Offer in the Rights issues of
     Siroplast Limited and Thane Electricity Supply Co. Ltd. during 1995 and one penalty point for non-submission of post-
     issue report in the Public Issue for Shree Rajasthan Texchem Ltd. Further, warning letters were issued by SEBI on October
     2, 1998 for lack of due diligence in the issue of Hindustan Motors Ltd. and on July 11, 2000 in connection with dissemination
     of information to investors in the issue of Cadila Healthcare Limited.
     ICICI Securities was issued a warning letter by RBI on May 30, 2001 on the bouncing of SGL form on a government
     securities transaction on May 4, 2001. Before this, RBI had issued four such letters on January 9, 1997, February 23, 1999,
     June 13, 2000 and January 18, 2001. However penal action is initiated by RBI only in case of three consecutive instances
     of bouncing in the period of six months i.e. April-Sept. and /or October-March. Hence no penal action was taken in above
     instances.
     RBI reduced the liquidity support limit for ICICI Securities by Rs.25 crore for a period of three months from October 7,
     2002 until January 6, 2003, for delayed submission of bid in the treasury bill auction conducted on September 25, 2002.
     Earlier, a reduction in the liquidity support limit by Rs.1.50 crore was imposed for shortfall in bidding commitment on April
     7, 2000, which was reset to original level with effect from October 9, 2000.
2.   ICICI Investment Management Company Limited: ICICI Investment Management Company Limited (“ICICI Investment
     Management”) had been incorporated on March 9, 2000 as a 100% subsidiary of erstwhile ICICI Limited (ICICI) and
     obtained certificate of commencement of business on March 14, 2000. The authorised share capital of ICICI Investment
     Management is Rs.25 crore and the paid-up share capital is Rs.10,00,07,000. Consequent to the amalgamation of ICICI
     with ICICI Bank becoming effective on May 3, 2002, ICICI Investment Management has become a 100% subsidiary of
     ICICI Bank.
     The main object of ICICI Investment Management is to carry on the business activities in respect of the management of
     mutual funds, unit trusts, offshore funds, pension funds, provident funds, venture capital funds, insurance funds, and to
     act as managers, consultants, advisors, administrators, attorneys, agents, or representatives of or for mutual funds, unit
     trusts, offshore funds, pension funds, provident funds, venture capital funds or insurance funds formed or established in
     India or elsewhere by ICICI Investment Management or any other person (whether incorporated or not) or by any
     government, state, local authority, association, institution (whether incorporated or not) or any other agency or organisation
     and to act as Financial Advisors and Investment Advisors, and to render such financial management, financial consultancy
     and advisory services to individuals, companies, corporations, trusts and other entities as supplemental activities of ICICI
     Investment Management and as do not conflict with the fund management activities.

                                                                                                                                            95
     Prudential ICICI Mutual Fund

          ICICI Investment Management is the asset management company of “ICICI Securities Fund”, a Mutual Fund registered
          with the Securities and Exchange Board of India.
          SEBI had issued a warning letter on May 22, 2000 to ICICI Investment Management for lack of due diligence while
          submitting the offer document for ICICI CBO Fund-I.
     3.   ICICI Lombard General Insurance Company Limited:
          A criminal complaint (2887 of 2002) was filed in the year 2002 against officers of ICICI Lombard General Insurance
          Company Limited (ICICI Lombard) before the Judicial Magistrate First Class, Bhiwandi, by a car insurance policy holder for
          alleged non-cognizable offences including criminal intimidation. Mr K. V. Kamath, ICICI Bank’s Managing Director & Chief
          Executive Officer, has also been named as accused in the complaint though no specific allegations have been made
          against him except describing him as one of the officers of ICICI Lombard General Insurance Company Limited and
          making an allegation that officers conspired in committing the offences. Mr K. V. Kamath is a non-executive Director on
          the board of ICICI Lombard General Insurance Company Limited. ICICI Lombard filed a writ petition (270 of 2003) before
          the Bombay High Court seeking quashing of the criminal complaint on the grounds that it is false and baseless and that
          the facts are contradictory. The High Court passed an order staying the complaint before the Judicial Magistrate First
          Class, Bhiwandi. The matter is pending disposal.
     Prudential plc.
     Financial Services Authority (FSA)– Scottish Amicable
     Following a visit in January 2001 the FSA raised concerns about the implementation by Scottish Amicable Life of requirements
     issued by the Personal Investment Authority in December 1999 concerning the sales of mortgage endowment policies.
     The Company agreed to review policies sold since that date; the matter has not been concluded.

     FSA - Prudential
     The Prudential Assurance Company Limited has twice been criticised for failing to meet its pension mis-selling review deadlines.
     The first occasion was by the FSA in 1997.
     In December 1997, the FSA issued a section 60 notice and a public statement criticising the Company’s compliance arrangements
     with respect to its direct sales force.


     London Stock Exchange
     Prudential Corporation plc was publicly criticised by the London Stock Exchange in 1995 for the manner in which it dealt with
     authorisation of a dealing by its then chief executive in Prudential shares.
     Any enquiry/adjudication proceedings under the SEBI Act and the regulations made there under, against the sponsor of 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:
     Prudential plc
     PIA investigations:
     Prudential Assurance Company Limited: Following an article in “The Guardian” in August 1998 concerning possible
     pensions mis-selling, the PIA will be investigating 2 cases.
     SIB cases
     Prudential Assurance Company Limited: A number of writs were issued from 1995 to 1997 in connection with the mis-
     selling of personal pensions, mainly where a personal pension was taken out in preference to occupational 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.

     ITC Advertising Complaints Reports
     (Pru Banking): Complaints were received in November/December 1997 from 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 and General 60 day Notice
     Account. The third viewer objected that the rate of 7.5% in fact included a 1% loyalty bonus, which only applied after
     £10,000 had been held in the account for 12 months.
     Assessment: Following a complaint on 17 October 1997, the ITC drew the Teletext’s attention that a higher rate of interest was
     apparently being paid on a Legal and General account comparable to the Prudential’s. Teletext immediately removed the
     Prudential advertisement from air pending investigations. These revealed that whilst Legal and General had introduced a rate
96
                                                                                                    Prudential ICICI Monthly Income Plan

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 the Legal and 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 advertising
misleading.
Teletext had already removed the advertisement from air and would not permit it to return until the relevant amendments
were made.
The complaints were upheld.

Complaint via Trading Standards Department
The Prudential Assurance Company Limited: An objection (in 1998) was received via the Trading Standards Department to
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.

Complaints about advertisements in the national press
1   The Prudential Assurance Company Limited: An objection (in 1998) 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   The Prudential Assurance Company Limited: An objection (in 1998) 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”.

The Prudential Assurance Company Limited (PAC): LAUTRO approached PAC in April 1994 with a request for its co-
operation in an informal review to validate LAUTRO’s pension rules for the future. Prudential agreed to co-operate. LAUTRO
subsequently expressed various concerns about the Prudential’s approach to pension transfers. The review 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.
State of Florida (Division of Securities & Finance) fined National Planning Corporation (NPC) $10,000 for failing to register two
branch offices. NPC were also required to sign a Stipulation and Consent Agreement.
OPRA fined Prudential Nominees Ltd (PNL) £5000 following a determination regarding the Ledo Limited Pension Plan (a SSAS)
for which PNL is pensioneer trustee. The fine is in respect of failing to appoint an auditor and other procedural failures. We
have asked for reconsideration at OPRA Council meeting in March 2002.
National Planning Corporation (NPC) have established a $6m claimants funds after agreement with New York Attorney General
(NYAG). This follows NYAG investigation into sale of payphones and leaseback arrangements of ETS payphones by representatives
                                                                                                                                           97
     Prudential ICICI Mutual Fund

     of NPC. NYAG allege that the sale constituted an unregistered securities offering.
     Jackson National Life (JNL) have reached a settlement of Haggan case and the Andrews Dunn and Gales cases linked to 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.
     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.
     No borrowings have been raised under any of the Schemes of the Fund, as of the date of this Offer Document.
     f)   STOCK LENDING BY THE MUTUAL FUND
     Subject to the Regulations and the applicable guidelines, the Scheme and the Plans thereunder may, if the Trustee permits,
     engage in stock lending. Stock lending means the lending of stock to another person or entity for a fixed period of time, at a
     negotiated compensation. The securities lent will be returned by the borrower on expiry of the stipulated period. Please see
     Para on page 98 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 Regulations currently permit mutual funds to invest in ADRs/GDRs issued by Indian companies and notified foreign
     securities subject to certain prescribed limits. SEBI vide its circular no. SEBI/MFD/CIR No.02 /6855/ 03 dated April 4, 2003 have
     allowed the mutual funds to make investments in equity of listed overseas companies which have a shareholding of at least
     10% in an Indian company listed on a recognised stock exchange in India (as on January 31 of the year of investment).
     Accordingly, SEBI has permitted each mutual fund to invest up to 10% of their net assets as on January 31, 2003 for investment
     in foreign securities, subject to a maximum of US$ 50 million for each mutual fund irrespective of the size of the assets as
     specified in SEBI circular MFD/CIR/18/21826/2002 dated November 7, 2002 remains unchanged.
     In terms of Annual Monetary and Credit Policy for the year 2003-2004, RBI has decided to accord general permission to
     mutual funds for their overseas investments within the overall cap - US $ 1.0 billion, once SEBI’s approval has been obtained.
     This general permission will be available until further notice.
     It is the Investment Manager’s belief that investment in ADRs/GDRs/ overseas securities offer new investment and 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.
     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 closing prices of the Principal Stock Exchange and in conformity with Regulations. 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.




98
                                                                                                        Prudential ICICI Monthly Income Plan

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 July 29, 2002.
                                                                                         For and behalf of the Board of Directors of
                                                                PRUDENTIAL ICICI ASSET MANAGEMENT COMPANY LIMITED
                                                                                                                                      Sd/-
                                                                                                                     Pankaj Razdan
                                                                                                                   Managing Director
Place   :    Mumbai
Date    :    September 9, 2004




                                                                                                                                               99
     Official points of acceptance of transactions under all the schemes of Prudential ICICI Mutual Fund
Branches of Prudential ICICI Asset Management                                    Branches of Computer Age Management Services Pvt.
Company Ltd. located at:                                                         Ltd. (CAMS) located at:
•   Ahmedabad: 401, Sears Towers, Nr. Panchawati, Gulbai Tekra, Ahmedabad        •   Allahabad: CAMS Transaction Point, 1st Floor, Chandra Shekhar Azad
    380 006. Tel: (079) 26421095/96, 26408960 / 9029                                 Complex (Near Indira Bhawan), 5, S.P. Marg, Civil Lines,
•   Bangalore: 15/16, Vayudooth Chambers, Ground Floor, Trinity Circle, M.           Allahabad 211 001. Tel: 0532-260 1602
    G. Road, Bangalore 560 001. Tel: (080) 25323789, 25323675/76,
                                                                                 •   Amritsar: CAMS Transaction Point, 378-Majithia Complex, 1st Floor, M.
    25323680
                                                                                     M. Malviya Road, Amritsar 143 001. Tel: 0183-221 1194
•   Baroda: 203 Dwarkesh Complex, RC Dutt Road, Baroda 390 007.
                                                                                 •   Bhopal: CAMS Transaction Point, C-12, 1st Floor, Above
    Tel: (0265) 2322283 / 84
                                                                                     Life Line Hospital, Zone-I, M.P. Nagar, Bhopal 462011 (M.P.).
•   Bhubaneswar: 2nd Foor, Epari Plaza, Plot No. C-653, Unit-3, Janpath,             Tel: 0755-528 5266
    Bhubaneswar, Orissa. Tel: (0674) 2535805, 2535806
                                                                                 •   Dehradun: CAMS Transaction Point, 81, Chakrata Road,
•   Chandigarh: SCO 137-138 Ist Floor, Sector 9-C, Chandigarh 160 017. Tel:          Dehradun 248 001. Tel: 0135-271 3233
    (0172) 2745302/3/2746195
                                                                                 •   Hubli: CAMS Transaction Point, B -1, Laxmi Complex, Club Road,
•   Chennai: No. 22/4, Aashika Chambers, Chamiers Road, Teynampet,
                                                                                     Hubli 580 029. Tel: 0836-2254568 / 2351533, Fax No: 0836-2351756
    Chennai 600018. Tel: (044) 2433 8228/9
                                                                                 •   Jalandhar: CAMS Transaction Point, 367/8, Central Town,
•   Coimbatore: Old No:58, New No.126, 1st floor, TV Swamy Road (West),
                                                                                     Opp. Gurudwara Diwan Asthan, Jalandhar 144 001. Tel: 0181-2456336
    R.S. Puram, Coimbatore 641 002. Tel: (0422) 2543380/2543382/2543384
•   Durgapur: Mezzanine Floor, Lokenath Mansion, Sahid Khudiram Sarani,          •   Jamshedpur: CAMS Transaction Point, Panch Bhawan, ‘R’ Road, Bistupur,
    City Centre, Durgapur, Dist: Burdwan, West Bengal - 713216. Tel: (0343)          Gr. Floor, (Near Rajasthan Bhawan), Jamshedpur 831 001.
    2544682. Fax: (0343) 2544683                                                      Tel: 0657-310 5930

•   Goa: Shop No. 7, Ground Floor, Kamat Chambers, Opp. Hotel Neptune,           •   Madurai: CAMS Transaction Point, No.56, Naicker New Street,
    Menezes Braganza Road, Panjim 403 001. Tel: (0832) 2424520/11                    Madurai 625 001. Tel: 0452-2622 682
•   Guwahati: Jadavbora Complex, M. Dewan Path, Ullubari, Guwahati               •   Mysore: CAMS Transaction Point, No.3, 1st Floor, CH.26 7th Main, 5th
    781007. Mobile: 9864025593                                                       Cross (Above Trishakthi Medicals), Saraswati Puram, Mysore 570 009.
                                                                                     Tel: 0821-309 1244 / 234 2182
•   Hyderabad: L.B. Bhavan, 6-3-550 Somajiguda, (Opp. Medinova),
    Hyderabad 500082. Tel: (040) 55510099/100                                    •   Nagpur: CAMS Investor Service Centre, 145 Lendra Park, Behind Shabari,
•   Indore: 213-A City Center, 570 M.G. Road, Indore-452 001. Tel: (0731)            New Ramdaspeth, Nagpur 440 010. Phone: (0712) 253 2447, 253 7321
    5043003 / 5043004                                                            •   Nasik: CAMS Transaction Point, Rahakar Chambers, 2nd floor, 431 Vakil
•   Jaipur: 305, 3rd floor Ganpati Plaza, M.I. Road, Jaipur 302 001. Tel:            Wadi, Ashok Stambh, Nasik 422 001. Tel: 0253-257 7449
    (0141) 2388724, 2362257, 5106161                                             •   Raipur: CAMS Transaction Point, C-23, Sector 1, Devendra Nagar,
•   Kanpur: 516-518, Krishna Tower, 15/63 Civil Lines, Opp. U.P. Stock               Raipur 492004. Tel: 0771-309 0830
    Exchange, Kanpur-208001. Tel: (0512) 2303505/2303520/2303523                 •   Trichur: CAMS Transaction Point, VIII/350/15, O K John Memorial Building,
•   Kochi: No. 6, 3rd floor, Emgee Square, M.G. Road, Kochi 682 035. Tel:            Ekkanda Warrier Road, Trichur 686 001. Tel: 0487-242 0646
    (0484) 2353 199/2371 809 & 3097 458
                                                                                 •   Varanasi: CAMS Transacation Point, C 27/249 - 22A, Vivekanand Nagar
•   Kolkata: 124, Lords, 1st Floor, 7/1 Lord Sinha Road, Kolkata 700 071.            Colony, Maldhaiya, Varanasi 221 002. Tel: 0542-220 8546/ 311 3810.
    Tel: (033) 2282 4077/82
                                                                                 •   Bhilai: CAMS Transaction Point, 209 , Khichariya Complex, Opp IDBI
•   Lucknow: Office No.6, Ground Floor, Saran Chambers-I, 5 Park Road, Lucknow       Bank, Nehru Nagar Square, Bhilai 490 020.
    226 001. Tel: (0522) 237923/717/711
                                                                                 •   Agra: CAMS Transaction Point, F-39/203, Sky Tower, Sanjay Place,
•   Ludhiana: SCO 147, 4th Floor, Feroze Gandhi Market, Ludhiana 141 001.            Agra 282 002.
    Tel: (0161) 2413101/2/4
                                                                                 •   Jamnagar: CAMS Transaction Point, 207/209, K.P. Shah House I, K.V.
•   Mangalore: 1st Floor, S. L. Chambers, Near Bunt’s Hostel Road,
                                                                                     Road, Jamnagar 361 001.
    Karangalpady, Mangalore 575003. Tel: ( 0824) 2492179, 2491666
•   Mumbai: 101, Deccan House, Off Turner Road, Behind Copper                    •   Valsad: CAMS Transaction Point, C/o CAD House, 1st Floor, Opp LIC
    Chimney, Near Bandra Station, Bandra (W), Mumbai-400 050. Tel: (022)             Office, Halar Road, Valsad 396 001.
    26404065/66                                                                  •   Udaipur: CAMS Transaction Point, 32, Ahinsapuri, Fatehpura Circle,
•   Mumbai: Construction House, Ground Floor, 5, Walchand Hirachand                  Udaipur 313 004.
    Marg, Ballard Estate, Mumbai-400 001. Tel: (022) 22679676/22697989           •   Trichy: CAMS Transaction Point, No 8, I Floor, 8th Cross West Extn.,
•   New Delhi: 206, Ashoka Estate, 2nd floor, 24, Barakhamba Road, New               Thillainagar, Trichy 620 018.
    Delhi 110 001. Tel: (011) 23752515/16/17/18                                  •   Belgaum: CAMS Transaction Point, No. 21, Ground Floor, Arvind
•   Patna: 306, Ashiana Harnivas, Dak Bungalow Road, Patna 800 001. Tel:             Complex, 1552 Maruti Galli, Belgaum 590 002.
    (0612) 2230 483, 2213632, 2204164
                                                                                 •   Siliguri: CAMS Transaction Point, No 8, Swamiji Sarani, Ground Floor,
•   Pune: 1184/4, 3& 4 Ground Foor, Gokul Nagar, Dyaneshwar Paduka                   Hakimpara, Siliguri 734 401.
    Chowk, Fergusson college Road, Pune 411005. Tel: (020) 24028844
                                                                                 •   Salem: CAMS Transaction Point, 28, I Floor, Advytha Ashram Road,
•   Rajkot: 103, Star Plaza, Phul Chaab Chowk, Rajkot 360 001. Tel: (0281)           Salem 636 004.
    2294299
                                                                                 •   Pondicherry: CAMS Transaction Point, 25, First Floor, Jawaharlal
•   Ranchi: C/o. Bytes Care, I / 103, Sainik Market, Main Road, Ranchi-834           Nehru Street, Pondicherry 605 001.
    001. Mobile: 9835039770
                                                                                 •   Rajahmundry: CAMS Transaction Point, D.No 7-27-4 Krishna Complex,
•   Surat: 419, Lalbhai Contractor Complex, Nanpura, Surat 395001, Gujarat.
                                                                                     Baruvari Street, T Nagar, Rajahmundry 533 101.
    Tel. (0261) 2460362, 9824272250
                                                                                 •   Patiala: CAMS Transaction Point, 3, Ajit Nagar, Patiala 147 001.
•   Vijayawada: 40-1-52/5,Ground Floor, Sai Nag Complex,
    Near Benz Circle, M.G.Road, Vijayawada 520 010.                              •   Manipal: CAMS Transaction Point, Academy Annex, First Floor,
    Tel: (0866) 5518882, 5516662, 9848050868                                         Opposite Corporation Bank, Upendra Nagar, Manipal 576 104.
•   Visakhapatanam: G-8, Rams Plaza, Diamond Park Lane, Dwarkanagar,             •   Thiruvananthapuram: Ms. Bindu Alwin, CAMS Transaction Point, 15/
    Visakhapatanam 530 016. Tel: (0891) 5566 333, 5566 318, 2762 660,                181, Chennakara Buildings, Althara Junction, Vellayambalam,
    9848194249                                                                       Thiruvananthapuram 615 015.

				
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