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					    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.

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

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

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

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

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

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

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

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

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

    In this Offer Document, all references to “$” are to United States of America Dollars, “£” to Pound Sterling of United Kingdom
    and “Rs.” to Indian Rupees. The Reference Exchange Rate between the United States Dollar and the Indian Rupee has been
    taken at $1 = Rs.44.38 and UK£ and Indian Rupee at 1£=Rs.78.35.

    This Offer Document is dated January 20, 2006.




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                                                                                                                                                        Prudential ICICI Mutual Fund



                                                                    TABLE OF CONTENTS

1.   Highlights         ..............................................................................................................................................         5
2.   Risk Factors ..............................................................................................................................................               8
3.   Due Diligence Certificate ........................................................................................................................                       15
4.   Definitions ..............................................................................................................................................               16
5.   Summary – Prudential ICICI Fusion Fund ................................................................................................                                  18
6.   Constitution of the Mutual Fund ............................................................................................................                             20
     a)       The Sponsors ...................................................................................................................................                20
     b)       The Trustee Company ......................................................................................................................                      21
              i.       Directors ................................................................................................................................             21
              ii.      Rights and Obligations of the Trustee ....................................................................................                             22
              iii.     Trusteeship Fees .....................................................................................................................                 24
     c)       Management of Asset Management Company (AMC) .....................................................................                                              24
              i.       Board of Directors of the AMC ..............................................................................................                           24
              ii.      Powers, Duties & Responsibilities of the AMC .......................................................................                                   27
              iii.     Key Employees of AMC & relevant experience ........................................................................                                    28
              iv.      Fund Manager .......................................................................................................................                   33
              v.       Compliance Officer ................................................................................................................                    33
              vi.      Investor Relations Officer .......................................................................................................                     33
     d)       Auditors ..........................................................................................................................................             34
     e)       Registrar ..........................................................................................................................................            34
     f)       Custodian ........................................................................................................................................              34
7.   Investment Objectives & Policies ...........................................................................................................                             35
     Fundamental Attributes of the Scheme .....................................................................................................                               35
     a)       Type of the Scheme ..........................................................................................................................                   35
     b)       Investment Objective .......................................................................................................................                    35
     c)       Investment Pattern and Investment Policies ......................................................................................                               35
     d)       Change in Investment Pattern ..........................................................................................................                         36
     e)       Terms of the Scheme ........................................................................................................................                    36
     f)       Change in Fundamental Attributes ..................................................................................................                             38
     g)       Investment Strategy .........................................................................................................................                   38
     h)       Portfolio Turnover ............................................................................................................................                 40
     i)       Procedure followed for investment decisions ...................................................................................                                 41
     j)       Exposure to Derivatives ....................................................................................................................                    41
     k)       Investment Restrictions for the Scheme ............................................................................................                             42
     l)       Underwriting by the Fund ................................................................................................................                       43
     m)       Computation of Net Asset Value ......................................................................................................                           43
     n)       Accounting Policies & Standards ......................................................................................................                          47
8.   Units & The New Fund Offer ..................................................................................................................                            50
     General Information ..................................................................................................................................                   50
     a)       Minimum Subscription Amount ......................................................................................................                              50
     b)       Offer Price ........................................................................................................................................            50
     c)       Minimum Amount for Application ..................................................................................................                               50
     d)       New Fund Offer Issue Expenses ........................................................................................................                          50
     e)       Options and Investment plans offered under the Scheme ................................................................                                          50
              i.       Growth Option – For Capital Appreciation ............................................................................                                  50
              ii.      Dividend Option – For Regular Income ..................................................................................                                50


                                                                                                                                                                                       3
    Prudential ICICI Mutual Fund


             f)      Pledge of Units for Loans .................................................................................................................           50
             g)      How to Switch .................................................................................................................................       51
             h)      Who can Invest? ..............................................................................................................................        51
             i)      How to Apply? .................................................................................................................................       51
                     i.       New Fund Offer .....................................................................................................................         51
                     ii.      Resident Investors - Mode of Payment ...................................................................................                     52
                     iii.     NRIs & FIIs ..............................................................................................................................   52
                     iv.      Mode of Payment on Repatriation Basis ................................................................................                       52
                     v.       Mode of Payment on Non-Repatriation Basis .........................................................................                          52
                     vi.      Investments of the minor investors on attaining majority .......................................................                             52
                     vii.     Application under Power of Attorney/Body Corporate/Registered / Society/ Trust/Partnership                                                   52
                     viii.    Joint Applicants .....................................................................................................................       53
                     ix.      Nomination Facility ................................................................................................................         53
             j)      Issuance of Units/Refund .................................................................................................................            53
             k)      Account Statements .........................................................................................................................          53
             l)      Refunds ...........................................................................................................................................   53
             m)      Redemption of Units .......................................................................................................................           53
                     i.       Redemption Price ...................................................................................................................         54
                     ii.      Applicable NAV ......................................................................................................................        54
                     iii.     How to Redeem? ...................................................................................................................           54
                     iv.      Redemption on Maturity .......................................................................................................               54
                     v.       Payment of Maturity Proceeds ................................................................................................                54
                     vi.      Payment of Maturity Proceeds to NRIs/FIIs ..............................................................................                     55
                     vii.     Non receipt of email communication by Investors ..................................................................                           55
                     viii.    Effect of Redemptions ...........................................................................................................            55
                     ix.      Fractional Units ......................................................................................................................      55
                     x.       Signature mismatch cases ......................................................................................................              55
                     xi.      Right to Limit Redemptions ...................................................................................................               55
                     xii.     Suspension of Sale and Redemption of Units ........................................................................                          56
                     xiii.    Permanent Account Number (PAN) .........................................................................................                     56
                     xiv.     Unique Identification Number (UIN) .......................................................................................                   56
                     xv.      Dormant Account Locking .....................................................................................................                56
     9.      Load Structure, Fees and Expenses ........................................................................................................                    57
             a)      Load Structure of the Scheme ..........................................................................................................               57
             b)      Fees and Expenses of the Scheme ....................................................................................................                  57
                     i.       New Fund Offer Expenses ......................................................................................................               57
                     ii.      Estimated Recurring Expenses ................................................................................................                58
             c)      Fees and Expenses of the Existing Scheme .......................................................................................                      58
                     i.       New Fund Offer Expenses ......................................................................................................               58
                     ii.      Condensed Financial Information ..........................................................................................                   59
     10.     Unitholders Rights and Services .............................................................................................................                 71
             a)      Investors Services .............................................................................................................................      71
             b)      Ease of Transactions .........................................................................................................................        71
                     i.       Customer Service Centers in major metros .............................................................................                       71
                     ii.      Process transactions in a timely manner .................................................................................                    71
             c)      Problem Resolution .........................................................................................................................          71
             d)      Information about the Scheme ........................................................................................................                 71



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                                                                                                                                                Prudential ICICI Mutual Fund



      e)   NAV Information ..............................................................................................................................             71
      f)   Disclosure of information under the Regulations .............................................................................                              72
      g)   Rights of Unitholders of the Scheme ...............................................................................................                        72
      h)   Duration of the Scheme/Winding up ...............................................................................................                          72
      i)   Procedure and manner of Winding up .............................................................................................                           73
      j)   Tax Benefits ......................................................................................................................................        73
           i)       To the Mutual Fund ...............................................................................................................                73
           ii)      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 ..............                                                  74
                    iii.     For Non-resident Indians ..............................................................................................                  74
                    iv.      For Overseas Financial Organisations and Foreign Institutional Investors ......................                                          75
                             fulfilling conditions laid down under section 115AB (Offshore Fund
           C.       Short term capital gains .........................................................................................................                75
           D.       Capital Losses ........................................................................................................................           75
           E.       Tax deduction for individual & HUF under Sec. 80C ................................................................                                75
           D.       Tax deduction at source .........................................................................................................                 76
           E.       Exemption from tax on capital gains arising on transfer of units held for more than 12 months                                                     76
           F.       Investments by charitable and religious trusts in the plan ......................................................                                 76
           G.       Wealth Tax Sec. 2 (ea) .............................................................................................................              77
      k)   Unclaimed redemption amount .......................................................................................................                        77
11.   Other Matters
      a)   Unitholders Grievances Redressal Mechanism .................................................................................                               78
      b)   Associate Transactions .....................................................................................................................               80
      c)   Details of Investment in Companies that hold more than 5% of NAV of Schemes ...........................                                                    87
           managed by the AMC
      d)   Penalties and Pending Litigations ....................................................................................................                     91
      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 Unitholders .......................................................................................                            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 December 31, 2004, over GBP187
    billion of funds under management, more than 16 million customers and over 22,500 employees worldwide as of December 31,
    2003.
    Securities and Exchange Board of India, vide its letter no. MFD/PM/567/02 dated June 4, 2002, has accorded its approval in
    recognizing ICICI Bank Ltd. as a co-sponsor consequent to the merger of ICICI Ltd. with ICICI Bank Ltd.
    ICICI Bank is India’s second-largest bank with total assets of about Rs.1,67,659 crore at March 31, 2005 and profit after tax of
    Rs. 2,005 crore for the year ended March 31, 2005 (Rs. 1,637 crore in fiscal 2004). ICICI Bank has a network of about 573
    branches and extension counters and over 2,000 ATMs. ICICI Bank offers a wide range of banking products and financial
    services to corporate and retail customers through a variety of delivery channels and through its specialised subsidiaries and
    affiliates in the areas of investment banking, life and non-life insurance, venture capital and asset management. ICICI Bank set
    up its international banking group in fiscal 2002 to cater to the cross-border needs of clients and leverage on its domestic
    banking strengths to offer products internationally. ICICI Bank currently has subsidiaries in the United Kingdom, Canada and
    Russia, branches in Singapore and Bahrain and representative offices in the United States, China, United Arab Emirates,
    Bangladesh and South Africa. (Source: Overview at www.icicibank.com).
    ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and was its wholly owned subsidiary.
    ICICI’s shareholding in ICICI Bank was reduced to 46% through a public offering of shares in India in fiscal 1998, an equity
    offering in the form of ADRs listed on the NYSE in fiscal 2000, ICICI Bank’s acquisition of Bank of Madura Limited in an all-stock
    amalgamation in fiscal 2001, and secondary market sales by ICICI to institutional investors in fiscal 2001 and fiscal 2002.
    Pursuant to the Scheme of Amalgamation effective March 30, 2002, among ICICI, ICICI Personal Financial Services, ICICI Capital
    Services and ICICI Bank, sanctioned by the High Court of Gujarat and the High Court of Judicature at Bombay and approved by
    the Reserve Bank of India, ICICI, ICICI Personal Financial Services and ICICI Capital Services were merged with ICICI Bank in an all-
    stock merger. ICICI Bank is the surviving legal entity in the amalgamation.
         Fund Management expertise
         Prudential plc is a leading international financial services group providing retail financial products and services and fund
         management to many millions of customers worldwide. As a group Prudential plc has, as of December 31, 2004, over
         GBP187 billion of funds under management, more than 16 million customers and over 22,500 employees worldwide as of
         December 31, 2003.
         Prudential ICICI Asset Management Company Limited, the Investment Manager to the Prudential ICICI Mutual Fund,
         manages assets over Rs. 21,992 crores as of December 31, 2005 through 24 schemes. It is one of the largest asset
         management companies in the country.
         Investment Objectives
         Prudential ICICI Fusion Fund is a close-ended diversified equity Scheme, with a maturity period of 5 years, that seeks to
         generate long-term capital appreciation by investing predominantly in equity and equity related instruments of companies
         across large, mid and small market capitalization.
         However, there can be no assurance that the investment objective of the Scheme will be realized.
         Transparency –The AMC will calculate and disclose the first NAV not later than 30 days from the closure of the New Fund
         Offer. Subsequently, the NAV will be calculated and disclosed at the close of every Business Day. In addition, the AMC will
         disclose details of the portfolio at least on a half-yearly basis.
         Load –
               Entry Load
               The Trustees for the present do not intent to charge any entry load on the investments made.
               Exit Load
               For the redemptions made before the Maturity Date of the Scheme, i.e. redemptions made during the repurchase
               facility period, the following exit load structure will be applicable:




6
                                                                                                      Prudential ICICI Mutual Fund


  Sr. No.     Investment Period                                                                                    Exit Load
  1           If the amount sought to be redeemed is invested for a period of one year
              or less than one year from the date of allotment.                                                        5.00%
  2           If the amount sought to be redeemed is invested for a period more than
              one year but less than or equal to two years from the date of allotment.                                 4.00%
  3           If the amount sought to be redeemed is invested for a period of more than
              two years but less than or equal to three years from the date of allotment.                              3.00%
  4           If the amount sought to be redeemed is invested for a period of more than
              three years but less than or equal to four years from the date of allotment.                             2.00%
  5           If the amount sought to be redeemed is invested for a period of more than
              four years from the date of allotment but redeemed before the date of
              maturity of the Scheme.                                                                                  1.00%

However, the Trustee shall have a right to prescribe or modify the load structure with prospective effect subject to a
maximum prescribed under the Regulations.
Liquidity - To provide liquidity to investors, the Fund proposes to provide repurchase facility at Quarterly intervals (for
details, please refer to page no.36. The investors may redeem the units on the stipulated dates for redemption as mentioned
in this offer document on page no.36 at NAV based prices, subject to the prevalent exit load provisions. The Fund will, under
normal circumstances, endeavour to dispatch redemption cheques within T+3 Business Day from the date of acceptance of
the redemption request at any of the official point(s) of transaction(s). 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 Units of the Scheme will not be listed on any exchange, for the present.
New Fund Offer Expenses - The New Fund Offer expenses charged to the Scheme in this Offer Document will be limited
to 3.75% of the amount mobilised under the new fund offer. Under the Regulations, the Fund is entitled to charge new
fund offer expenses up to a maximum of 6% of initial resources raised under the Scheme. The new fund offer expenses
charged to the Scheme may be amortised over a period not exceeding five years and would be included in the NAV.
Investment Options - Investors under the Prudential ICICI Fusion Fund have the choice of a Growth Option or a Dividend
Option. Both the Options under the Scheme will have the same portfolio. 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
Reserve Bank of India from time to time. Repatriation of these benefits will be subject to applicable deductions in respect
of levies and taxes, as may be applicable at present or in future.
For details on tax update, please refer page 73 of this document.


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

Investors are advised to consult their Legal /Tax and other Professional Advisors in regard to tax/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 AND SPECIAL CONSIDERATIONS

         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 Fusion Fund 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 Scheme may be affected by changes in the general market conditions, factors and forces affecting capital
         market, in particular, level of interest rates, various market related factors and trading volumes, settlement periods and
         transfer procedures.
         In the event of receipt of inordinately large number of redemption requests or of a restructuring of the scheme’s portfolio,
         there may be delays in the redemption of units. Please see page 8 for “Risk factors and special consideration” and page 55
         for “Right to limt Redemption” in this Offer Document.
         The liquidity of the Scheme’s investments is inherently restricted by trading volumes in the securities in which it invests.
         The Scheme may use various derivatives and hedging products from time to time, as would be available and permitted by
         SEBI, in an attempt to protect the value of the portfolio and enhance Unitholders interest. In case the Scheme utilizes any
         derivatives under the Regulations, the Scheme may, in certain situations, be exposed to risks associated with the use of
         derivatives.
         Investors in the Scheme are not offered any guaranteed returns.
         Mutual Funds being vehicles of securities investments are subject to market and other risks and there can be no guarantee
         against loss resulting from investing in schemes. The various factors which impact the value of scheme investments include
         but are not limited to fluctuations in the equity and bond markets, fluctuations in interest rates, prevailing political and
         economic environment, changes in government policy, factors specific to the issuer of securities, tax laws, liquidity of the
         underlying instruments, settlements periods, trading volumes etc. and securities investments are subject to market risks
         and there is no assurance or guarantee that the objectives of the Scheme will be achieved.
         As the liquidity of the Scheme’s investments could at times, be restricted by trading volumes and settlement periods, the
         time taken by the Fund for redemption of units may be significant in the event of an inordinately large number of
         redemption requests or of a restructuring of the Scheme’s portfolio. In view of this the Trustee has the right, at their sole
         discretion to limit redemptions (including suspending redemption) under certain circumstances, as described under the
         section titled “Right to limit Repurchases”.
         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 in either directly or
         indirectly in the scheme. The funds managed by these affiliates, associates and/ or the AMC may acquire a substantial
         portion of the Scheme. Accordingly, redemption of units held by such funds, affiliates/associates and sponsors may 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.
         From time to time and subject to the regulations, the AMC may invest in this Scheme. The decision to invest in the Scheme
         by the AMC will be based on parameters specified by the Board of the AMC.
         Further, as per the Regulation, in case the AMC invests in any of the schemes managed by it, it shall not be entitled to charge
         any fees on such investments
         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 70% to 100% for equity and equity related
         securities and from 0% to 30% for debt, money market instruments & call money. 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.
         In terms of SEBI circular dated December 12, 2003 and June 14, 2005 having ref SEBI/IMD/CIR No. 10/22701/03 and SEBI/
         IMD/CIR No. 1/42529/05 respectively and AMFI’s communication having ref. No.35/MEM-COR/55/04-05 dated December
         31, 2004, each scheme should have a minimum of 20 investors at the time of allotment, in case Scheme fails to assemble
         minimum 20 investors at the time of allotment, the scheme shall be wound up, by following the guidelines prescribed by
         SEBI and the investor’s application money would be refunded. Further, at the time of allotment, no single investor should
         account for more than 25% of the corpus of such scheme (i.e. at the portfolio level), accordingly Fund is constrained to
         reject the application by a single unitholder having exposure of more than 25% at the time of allotment, hence, such
         unitholder could be allotted limited units to such extent.

8
                                                                                                               Prudential ICICI Mutual Fund

     Different types of securities in which the scheme would invest as given in the offer document carry different levels and types
     of risk. Accordingly the scheme’s risk may increase or decrease depending upon its investment pattern. E.g. corporate bonds
     carry a higher amount of risk than Government securities. Further even among corporate bonds, bonds which are AAA
     rated are comparatively less risky than bonds which are AA rated.
Scheme Specific Risk Factors
1.   Funds available for distribution on maturity date as well as upon winding up of the scheme before maturity will be limited
     to the collection proceeds and the balance standing to the credit of Distribution Reserve Account. The Scheme will have no
     assets other than the scheme assets described herein and any distributions on the units shall be made only out of the
     Scheme Assets.
     The ability of the scheme to meet redemptions on the maturity date and payment of distributions to the holders of the Units
     will ultimately depend on the realization of the underlying cash flows from the Scheme Assets. Accordingly, there is no
     assurance or guarantee that the scheme will necessarily meet the redemption on maturity date.
     The units are limited-recourse obligations of the Fund. No redemption or other distribution will be made on the units other
     than as expressly provided herein. The Trustee, the Custodian, the AMC or the Registrar and paying agent or any of their
     affiliates or any of their respective security holders, members, officers, directors, managers or incorporators or any other
     person or entity will not be obligated to make distributions in respect of the Units. Consequently, the Unit holders must rely
     solely on amounts received on the Scheme assets for distributions on the units. There can be no assurance that amounts
     received with respect to the Scheme assets will be sufficient to make distributions on any class of units. The Fund’s ability to
     make distributions on units will be constrained by the Priority of Distributions. If amounts received on the Scheme assets are
     insufficient to make distributions on the units, no other assets will be available for payment of deficiency and following
     liquidation of all the Scheme assets, the Fund will have no further obligations in respect of the units.
2.   Being a close-ended Scheme, the Scheme offers repurchase facility on a quarterly basis, subject to exit load prescribed by the
     Trustees from time to time, if any, to that extent scheme has limited liquidity exposure.
3.   Investors may note that AMC/Fund Manger’s investment decisions may not be always profitable. The Scheme proposes to
     invest substantially in equity and equity related securities. The Scheme will, to a lesser extent, also invest in debt, cash and
     money market instruments. Trading volumes, settlement periods and transfer procedures may restrict the liquidity of these
     investments. 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.
4.   The scheme is also vulnerable to movements in the prices of securities invested by the scheme, which again could have a
     material bearing on the overall returns from the scheme. These stocks, at times, may be relatively less liquid as compared to
     growth stocks.
5.   The liquidity of the Scheme’s investments is inherently restricted by trading volumes in the securities in which it invests.
6.   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.
7.   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.
8.   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.
9.   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.
10. 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.
11. Investment decisions made by the AMC may not always be profitable, as actual market movements may be at variance with
    anticipated trends.
12. 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. The Scheme 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 41 for details.
                                                                                                                                              9
     Prudential ICICI Mutual Fund

     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 Schemes 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 performance of the scheme will be affected in case of unforeseen circumstances like political crisis, natural calamities,
         and changes in currency exchange rates or interest rates.
     16. Fund manager tries to generate returns based on certain past statistical trend. The performance of the scheme may get
          affected if there is a change in the said trend. There can be no assurance that such historical trends will continue.
     17. The Scheme’s NAV will react to the stock market movements. The Investor could lose money over short periods due to
         fluctuation in the Scheme’s NAV in response to factors such as economic and political developments, changes in interest
         rates and perceived trends in stock prices market movements, and over longer periods during market downturns.
          Redemption Risk: Investors may note that, this is a Close-ended scheme; accordingly units under the Scheme can be
          redeemed on Maturity date without charging any load. To provide liquidity to investors, the Fund proposes to provide
          repurchase facility at Quarterly intervals (for details, please refer to page no.36. The investors may redeem the units on the
          stipulated dates for redemption as mentioned in this offer document on page no.36 at NAV based prices, subject to the
          prevalent exit load provisions.
          Liquidity risk
          In case of abnormal circumstances it will be difficult to complete the square off transaction due to liquidity being poor in
          stock futures/spot market. However fund will aim at taking exposure only into liquid stocks where there will be minimal risk
          to square off the transaction.
          Fixed Income Securities
                Interest Rate Risk: As with all debt securities, changes in interest rates may affect the Scheme’s Net Asset Value as the
                prices of securities generally increase as interest rates decline and generally decrease as interest rates rise. Prices of
                long-term securities generally fluctuate more in response to interest rate changes than do short-term securities. Indian
                debt markets can be volatile leading to the possibility of price movements up or down in fixed income securities and
                thereby to possible movements in the NAV.
                Liquidity or Marketability Risk: This refers to the ease with which a security can be sold at or near to its valuation
                yield-to-maturity (YTM). The primary measure of liquidity risk is the spread between the bid price and the offer price
                quoted by a dealer. Liquidity risk is today characteristic of the Indian fixed income market.
                Credit Risk : Credit risk or default risk refers to the risk that an issuer of a fixed income security may default (i.e. will be
                unable to make timely principal and interest payments on the security). Because of this risk corporate debentures are
                sold at a yield above those offered on Government Securities, which are sovereign obligations and free of credit risk.
                Normally, the value of a fixed income security will fluctuate depending upon the changes in the perceived level of credit
                risk as well as any actual event of default. The greater the credit risk, the greater the yield required for someone to be
                compensated for the increased risk.
                Reinvestment Risk: This risk refers to the interest rate levels at which cash flows received from the securities in the
                Scheme are reinvested. The additional income from reinvestment is the “interest on interest” component. The risk is
                that the rate at which interim cash flows can be reinvested may be lower than that originally assumed.
                Money Market Securities are subject to the risk of an issuer’s inability to meet interest and principal payments on its
                obligations and market perception of the creditworthiness of the issuer
          Risks attached with the use of derivatives: As and when the Scheme trade in the derivatives market there are 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 41 for example on Derivatives.


10
                                                                                                                Prudential ICICI Mutual Fund

Risk Analysis on underlying asset classes in Securitisation:
Generally available Asset Classes for securitisation in India
Commercial Vehicles
Auto and Two wheeler pools
Mortgage pools (residential housing loans)
Personal Loan, credit card and other retail loans
Corporate loans/receivables
In terms of specific risks attached to securitisation, each asset class would have different underlying risks, however, residential
mortgages are supposed to be having lower default rates as an asset class. On the other hand, repossession and subsequent
recovery of commercial vehicles and other auto assets is fairly easier and better compared to mortgages. Some of the asset
classes such as personal loans, credit card receivables etc., being unsecured credits in nature, may witness higher default rates.
As regards corporate loans/receivables, depending upon the nature of the underlying security for the loan or the nature of the
receivable the risks would correspondingly fluctuate. However, the credit enhancement stipulated by rating agencies for such
asset class pools is typically much higher and hence their overall risks are comparable to other AAA rated asset classes.
The rating agencies have an elaborate system of stipulating margins, over collateralisation and guarantees to bring risk limits in
line with the other AAA rated securities.
It is relevant to note here that predominantly the scheme intends to invest in only AAA rated securitised debt. This compares
favourably with a portfolio which is constructed on the basis of AA rated securitised debt.
Some of the factors, which are typically analyzed for any pool are as follows:
Size of the loan: generally indicates the kind of assets financed with loans. Also indicates whether there is excessive reliance on
very small ticket size, which may result in difficult and costly recoveries. To illustrate, the ticket size of housing loans is generally
higher than that of personal loans. Hence in the construction of a housing loan asset pool for say Rs.1,00,00,000/- it may be
easier to construct a pool with just 10 housing loans of Rs.10,00,000 each rather than to construct a pool of personal loans as
the ticket size of personal loans may rarely exceed Rs.5,00,000/- per individual. Also to amplify this illustration further, if one
were to construct a pool of Rs.1,00,00,000/- consisting of personal loans of Rs.1,00,000/- each, the larger number of contracts(100
as against one of 10 housing loans of Rs.10 lakh each) automatically diversifies the risk profile of the pool as compared to a
housing loan based asset pool.
Average original maturity of the pool: indicates the original repayment period and whether the loan tenors are in line with
industry averages and borrower’s repayment capacity. To illustrate, in a car pool consisting of 60 month contracts, the original
maturity and the residual maturity of the pool viz. number of remaining installments to be paid gives a better idea of the risk of
default of the pool itself. If in a pool of 100 car loans having original maturity of 60 months, if more than 70% of the contracts
have paid more than 50% of the installments and if no default has been observed in such contracts, this is a far superior
portfolio than a similar car loan pool where 80% of the contracts have not even crossed 5 installments.
Loan to Value Ratio: Indicates how much % value of the asset is financed by borrower’s own equity. The lower LTV, the better it
is. This Ratio stems from the principle that where the borrowers own contribution of the asset cost is high, the chances of default
are lower. To illustrate for a Truck costing Rs.20 lakhs, if the borrower has himself contributed Rs.10 lakh and has taken only
Rs.10 lakh as a loan, he is going to have lesser propensity to default as he would lose an asset worth Rs.20 lakhs if he defaults
in repaying an installment. This is as against a borrower who may meet only Rs.2 lakh out of his own equity for a truck costing
Rs.20 lakh. Between the two scenarios given above, the latter would have higher risk of default than the former.
Average seasoning of the pool: indicates whether borrowers have already displayed repayment discipline. To illustrate, in the
case of a personal loan, if a pool of assets consist of those who have already repaid 80% of the installments without default, this
certainly is a superior asset pool than one where only 10% of installments have been paid. In the former case, the portfolio has
already demonstrated that the repayment discipline is far higher.
Default rate distribution: Indicates how much % of the pool and overall portfolio of the originator is current, how much is in 0-
30 DPD (days past due), 30-60 DPD, 60-90 DPD and so on. The rationale here is very obvious, as against 0-30 DPD, the 60-90 DPD
is certainly a higher risk category.
Unlike in plain vanilla instruments, in securitisation transactions it is possible to work towards a target credit rating, which could
be much higher than the originator’s own credit rating. This is possible through a mechanism called ‘Credit enhancement’. The
purpose of credit enhancement is to ensure timely payment to the investors, if the actual collection from the pool of receivables
for a given period are short of the contractual payouts on securitisation. Securitisation are normally non-recourse instruments
and therefore, the repayment on securitisation would have to come from the underlying assets and the credit enhancement.
Therefore, the rating criteria centrally focus on the quality of the underlying assets.
World over, the quality of credit ratings is measured by default rates and stability. An analysis of rating transition and default
rates, witnessed in both international and domestic arena, clearly reveals that structured finance ratings have been characterized
by far lower default and transition rates than that of plain vanilla debt ratings. Further, internationally, in case of structured
finance ratings, not only are the default rates low but post default recovery is also high.
In the Indian scenario, also, more than 95% of issuances have been AAA rated issuances indicating the strength of the
underlying assets as well as adequacy of credit enhancement.
Investment exposure of the Fund with reference to Securitised Debt
The Scheme will predominantly invest only in those securitisation issuances which have AAA rating indicating the highest level
of safety from credit risk point of view at the time of making an investment. The Scheme will not invest in foreign securitised
debt.
                                                                                                                                               11
     Prudential ICICI Mutual Fund

     The fund may invest in various type of securitisation issuances, including but not limited to Asset Backed Securitisation,
     Mortgage Backed Securitisation, Personal Loan Backed Securitisation, Collateralized Loan Obligation / Collateralized Bond
     Obligation and so on.
     The fund does not propose to limit its exposure to only one asset class or to have asset class based sub-limits as it will primarily
     look towards the AAA rating of the offering.
     The fund will conduct an independent due diligence on the cash margins, collateralisation, guarantees and other credit
     enhancements and the portfolio characteristic of the securitisation to ensure that the issuance fits in to the overall objective of
     the investment in high investment grade offerings irrespective of underlying asset class.
     Risk Factors specific to investments in Securitised Papers
     Types of Securitised Debt vary and carry different levels and types of risks. Credit Risk on Securitised Bonds depends upon the
     Originator and varies depending on whether they are issued with Recourse to Originator or otherwise.
     Even within securitised debt, AAA rated securitised debt offers lesser risk of default than AA rated securitised debt. A structure
     with Recourse will have a lower Credit Risk than a structure without Recourse.
     Underlying assets in Securitised Debt may assume different forms and the general types of receivables include Auto Finance,
     Credit Cards, Home Loans or any such receipts, Credit risks relating to these types of receivables depend upon various factors
     including macro economic factors of these industries and economies. Specific factors like nature and adequacy of property
     mortgaged against these borrowings, nature of loan agreement/ mortgage deed in case of Home Loan, adequacy of
     documentation in case of Auto Finance and Home Loans, capacity of borrower to meet its obligation on borrowings in case of
     Credit Cards and intentions of the borrower influence the risks relating to the asset borrowings underlying the securitised debt.
     Holders of the securitised assets may have low credit risk with diversified retail base on underlying assets especially when
     securitised assets are created by high credit rated tranches, risk profiles of Planned Amortisation Class tranches (PAC), Principal
     Only Class Tranches (PO) and Interest Only class tranches (IO) will differ depending upon the interest rate movement and speed
     of prepayment.
     Unlike in plain vanilla instruments, in securitisation transactions, it is possible to work towards a target credit rating, which could
     be much higher than the originator’s own credit rating. This is possible through a mechanism called ‘Credit enhancement’. The
     process of ‘Credit enhancement’ is fulfilled by filtering the underlying asset classes and applying selection criteria, which further
     diminishes the risks inherent for a particular asset class. The purpose of credit enhancement is to ensure timely payment to the
     investors, if the actual collection from the pool of receivables for a given period is short of the contractual payout on securitisation.
     Securitisation is normally non-recourse instruments and therefore, the repayment on securitisation would have to come from
     the underlying assets and the credit enhancement. Therefore the rating criteria centrally focus on the quality of the underlying
     assets.
     The change in market interest rates – prepayments may not change the absolute amount of receivables for the investors, but may
     have an impact on the re-investment of the periodic cash flows that the investor receives in the securitised paper.
     Limited Liquidity & Price risk
     Presently, secondary market for securitised papers is not very liquid. There is no assurance that a deep secondary market will
     develop for such securities. This could limit the ability of the investor to resell them. Even if a secondary market develops and
     sales were to take place, these secondary transactions may be at a discount to the initial issue price due to changes in the interest
     rate structure.
     Limited Recourse, Delinquency and Credit Risk
     Securitised transactions are normally backed by pool of receivables and credit enhancement as stipulated by the rating agency,
     which differ from issue to issue. The Credit Enhancement stipulated represents a limited loss cover to the Investors. These
     Certificates represent an undivided beneficial interest in the underlying receivables and there is no obligation of either the Issuer
     or the Seller or the originator, or the parent or any affiliate of the Seller, Issuer and Originator. No financial recourse is available
     to the Certificate Holders against the Investors’ Representative. Delinquencies and credit losses may cause depletion of the
     amount available under the Credit Enhancement and thereby the Investor Payouts may get affected if the amount available in
     the Credit Enhancement facility is not enough to cover the shortfall. On persistent default of a Obligor to repay his obligation,
     the Servicer may repossess and sell the underlying Asset. However many factors may affect, delay or prevent the repossession of
     such Asset or the length of time required to realize the sale proceeds on such sales. In addition, the price at which such Asset may
     be sold may be lower than the amount due from that Obligor.
     Risks due to possible prepayments: Weighted Tenor / Yield
     Asset securitisation is a process whereby commercial or consumer credits are packaged and sold in the form of financial
     instruments Full prepayment of underlying loan contract may arise under any of the following circumstances;
          Obligor pays the Receivable due from him at any time prior to the scheduled maturity date of that Receivable; or
          Receivable is required to be repurchased by the Seller consequent to its inability to rectify a material misrepresentation with
          respect to that Receivable; or
          The Servicer recognizing a contract as a defaulted contract and hence repossessing the underlying Asset and selling the
          same
     In the event of prepayments, investors may be exposed to changes in tenor and yield.


12
                                                                                                               Prudential ICICI Mutual Fund

Bankruptcy of the Originator or Seller
If originator becomes subject to bankruptcy proceedings and the court in the bankruptcy proceedings concludes that the sale
from originator to Trust was not a sale then an Investor could experience losses or delays in the payments due. All possible care
is generally taken in structuring the transaction so as to minimize the risk of the sale to Trust not being construed as a “True
Sale”. Legal opinion is normally obtained to the effect that the assignment of Receivables to Trust in trust for and for the benefit
of the Investors, as envisaged herein, would constitute a true sale.
Bankruptcy of the Investor’s Agent
If Investor’s agent, becomes subject to bankruptcy proceedings and the court in the bankruptcy proceedings concludes that the
recourse of Investor’s Agent to the assets/receivables is not in its capacity as agent/Trustee but in its personal capacity, then an
Investor could experience losses or delays in the payments due under the swap agreement. All possible care is normally taken in
structuring the transaction and drafting the underlying documents so as to provide that the assets/receivables if and when held
by Investor’s Agent is held as agent and in Trust for the Investors and shall not form part of the personal assets of Investor’s
Agent. Legal opinion is normally obtained to the effect that the Investors Agent’s recourse to assets/receivables is restricted in its
capacity as agent and trustee and not in its personal capacity.
Credit Rating of the Transaction / Certificate
The credit rating is not a recommendation to purchase, hold or sell the Certificate in as much as the ratings do not comment on
the market price of the Certificate or its suitability to a particular investor. There is no assurance by the rating agency either that
the rating will remain at the same level for any given period of time or that the rating will not be lowered or withdrawn entirely
by the rating agency.
Risk of Co-mingling
The Servicers normally deposit all payments received from the Obligors into the Collection Account. However, there could be a
time gap between collection by a Servicer and depositing the same into the Collection account especially considering that some
of the collections may be in the form of cash. In this interim period, collections from the Loan Agreements may not be segregated
from other funds of the Servicer. If the Servicer fails to remit such funds due to Investors, the Investors may be exposed to a
potential loss.
Due care is normally taken to ensure that the Servicer enjoys highest credit rating on stand alone basis to minimize Co-
mingling risk.
Investors are urged to study the terms of the Offer Document carefully before investing in this Scheme, and to retain this Offer
Document for future reference.


    Investors in the Scheme are not being offered any guaranteed returns.
    Investors are advised to consult their Legal /Tax and other Professional Advisors in regard to tax/legal implications
    relating to their investments in the Scheme and before making decision to invest in the Scheme or redeem the
    Units in the Scheme.




                                                                                                                                              13
     Prudential ICICI Mutual Fund

     Sponsors
     Prudential plc
     Laurence Pountney Hill,
     London EC4R DHH,
     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
     Telephone: 022 - 24997000
     Fax : 022 - 24997029
     Corporate Office
     8th Floor, Peninsula Tower, Peninsula Corporate Park,
     Ganpatrao Kadam Marg, Off Senapati Bapat Marg,
     Lower Parel, Mumbai 400 013.
     Telephone: 022 - 24997000
     Fax: 022 - 24997029
     Trustee
     Prudential ICICI Trust Limited
     206 Ashoka Estate, 2nd Floor,
     24 Barakhamba Road,
     New Delhi – 110 001
     Registrar
     Computer Age Management Services Private Limited
     Unit : Prudential ICICI Mutual Fund
     A&B Lakshmi Bhavan
     609 Anna Salai
     Chennai 600 006
     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
     1st Floor,
     Agra Building,
     121, M.G. Road,
     Fort, Mumbai - 400 023




14
                                                                                                           Prudential ICICI Mutual Fund


                                                           SECTION I

                                              DUE DILIGENCE CERTIFICATE

It is confirmed that:


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


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


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


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


                                                                                                      Ranganth Athreya
                                                                                           Sr. Vice President – Legal, Compliance
                                                                                                    And Company Secretary
Place : Mumbai
Date     : August 16, 2005.


Note: The Due Diligence Certificate as stated above was submitted to SEBI on August 16, 2005.




                                                                                                                                          15
     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 AMC or                  Prudential ICICI Asset Management Company Ltd. (formerly ICICI Asset
     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                         Being a Close-ended Scheme, units can be purchased at Face
                                                         Valueduring New Fund Offer period only.In respect of valid applications
                                                         received upto closure of banking hours of the last day of New Fund
                                                         Offer Period the 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 units will be issued at par. No applications
                                                         received after the closure of banking hours will be accepted.
     Applicable NAV for redemption                       In respect of valid applications received upto the cut-off time on the
                                                         business day on which repurchase facility is provided as prescribed on
                                                         page no. 36 by the Mutual Fund, same day’s closing NAV shall be
                                                         applicable.No applications will be accepted after the cut-off time on
                                                         the business day on which repurchase facility is provided by the Mutual
                                                         Fund, as stated above.
     Business Day                                        A day other than (1) Saturday and Sunday or (2) a day on which the
                                                         Stock Exchange, Mumbai and National Stock Exchange are closed
                                                         whether or not the Banks in Mumbai are open. (3) a day on which the
                                                         Sale and Redemption of Units is suspended by the Trustee/
                                                         AMC.However, the AMC reserves the right to declare any day as a non-
                                                         business day at any of its locations at its sole-discretion.
     Call Option                                         An agreement that gives an investor the right (but not the obligation)
                                                         to buy a stock/bond at a specified price within a specific time period.
                                                         Call Option gives you the right to “call in” (buy) an asset. An investor
                                                         gets profit on a call when the underlying asset increases in price.The
                                                         seller of the option undertakes to buy the underlying in exchange.
     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 Agreement                     The Agreement dated September 3, 1993 entered into between
                                                         Prudential ICICI Trust Limited (formerly ICICI Trust Limited) and
                                                         Prudential ICICI Asset Management Company Limited (formerly ICICI
                                                         Asset Management Company Limited) as amended from time to time.
     NAV                                                 Net Asset Value of the Units of the Scheme /Plans and Options therein,
                                                         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 Fusion Fund
     Prudential                                          Prudential plc (formerly known as Prudential Corporation plc), of the
                                                         U.K. and includes, wherever the context so requires, its wholly owned
                                                         subsidiary Prudential Corporation Holdings Limited.

16
                                                                                    Prudential ICICI Mutual Fund


Prudential ICICI Fusion Fund   Prudential ICICI Fusion Fund and the options and investment plans, if
                               any, offered there under.
Put Option                     Put option is a financial contract between two parties, the buyer and
                               the seller of the option. The put allows the buyer the right (but not the
                               obligation) to sell a financial instrument (the underlying instrument)
                               to the seller of the option at a certain time for a certain price (the strike
                               price). The seller assumes the corresponding obligations.The seller of
                               the option undertakes to buy the underlying in exchange.
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 The 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.
Source scheme                  Source scheme means the scheme from which the investor is seeking
                               to switch-out his investments to enable switch-in under the Scheme
                               (Prudential ICICI Fusion Fund) during the New Fund Offer.
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.
Unit holder                    A holder of Unit(s) in the scheme of Prudential ICICI Fusion Fund as
                               contained in this Offer Document.




                                                                                                                   17
     Prudential ICICI Mutual Fund


                                    SUMMARY – PRUDENTIAL ICICI FUSION FUND

     Name of the Scheme                           Prudential ICICI Fusion Fund
     Structure                                    Closed-ended equity scheme
     Features                                     Prudential ICICI Fusion Fund is a close-ended diversified equity Scheme,
                                                  with a maturity period of 5 years, that seeks to generate long-term
                                                  capital appreciation by investing predominantly in equity and equity
                                                  related instruments of companies across large, mid and small market
                                                  capitalization.
     Minimum Application Amount                   Rs 5000/- per application (plus in multiples of Re.1)
     Duration of New Fund Offer                   The Scheme will open for subscription from February 1, 2006 to February
                                                  27, 2006 during the New Fund Offer. The Trustee reserves the right to
                                                  extend the closing date for the New Fund Offer subject to the condition
                                                  that the New Fund Offer shall not be kept open for more than 30 days.
     Target Amount                                The AMC seeks to raise a minimum subscription amount of Rs.1 lakh
                                                  during the New Fund Offer of the Scheme.
     New Fund Offer Expenses                      The new fund offer expenses charged to the Scheme in this Offer
                                                  Document will be limited to 3.75% of the amount mobilised under
                                                  the New Fund Offer. Under the Regulations, the Fund is entitled to
                                                  charge new fund offer expenses up to a maximum of 6% of initial
                                                  resources raised under the Scheme. The new fund offer expenses
                                                  charged to the Scheme may be amortised over a period not exceeding
                                                  five years and would be included in the NAV.
     Liquidity                                    Purchase of Units:Being a close-ended Scheme, investors can subscribe
                                                  to the Units of the Scheme during the New Fund Offer Period only. To
                                                  provide liquidity to investors, the Fund proposes to provide repurchase
                                                  facility at Quarterly intervals. The investors may redeem the units on
                                                  the stipulated dates for redemption as mentioned in this offer
                                                  document on page no.36, at NAV based prices, subject to the prevalent
                                                  exit load provisions.The Units of the Scheme will not be listed on any
                                                  exchange, for the present.The Fund will, under normal circumstances,
                                                  endeavour to dispatch redemption cheques within T+3 Business Days
                                                  from the date of acceptance of the redemption request at any of the
                                                  official point(s) of transaction(s). 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.
     Transparency                                 NAV will be determined on every Business Day, except in special
                                                  circumstances described on page 56. NAV of the Scheme 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
                                                  endeavour to disclose the full portfolio of the Scheme at least on a
                                                  half-yearly basis.
     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.


18
                                                                                         Prudential ICICI Mutual Fund


Options available under the Scheme    Investors under the Prudential ICICI Fusion Fund have the choice of a
                                      Growth Option or a Dividend Option at present. The Growth and the
                                      Dividend Option will have common portfolio. The Dividend option will
                                      be the default option and hence if an investor fails to specify the
                                      option applied for, he will be allotted units under the Dividend option
                                      of the Scheme. 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 at their discretion
                                      and subject to availability of distributable surplus, 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 dividends declared,
                                      if any, will be paid-out to the investors.
Maturity                              The scheme shall be fully redeemed at the end of the maturity period
                                      i.e. 5 years from the date of allotment, unless rolled over as per SEBI
                                      guidelines. The Fund will, under normal circumstances, endeavour to
                                      dispatch redemption cheques within T+3 Business Days from the date
                                      of acceptance of the redemption request at any of the official point(s)
                                      of transaction(s). 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.
Roll Over Facility                    At the time of maturity, if it is perceived that the market outlook for the
                                      similar securities/ instruments is positive and investment in the similar
                                      kind of instruments would likely to fetch better returns for the investors,
                                      then in the interest of the Investor, the Trustees may decide to rollover
                                      the scheme. This would be based on demand/ request of the investors
                                      for the same. All other material details of the scheme/plans including
                                      the likely composition of assets immediately before the roll over, the
                                      net assets and net asset value of the scheme, will be disclosed to the
                                      unitholders and a copy of the same filed with the SEBI. Such rollover
                                      will always be permitted only in case of those unitholders who express
                                      their consent in writing.
Conversion of Close ended Scheme to   Subject to the Regulations, the Trustee may choose to convert the
Open ended Scheme                     scheme to an open ended Scheme for the benefit of providing investors
                                      the facililty of daily purchase and redemptions.




                                                                                                                        19
     Prudential ICICI Mutual Fund


                                           CONSTITUTION OF THE MUTUAL FUND

     ICICI Mutual Fund, which has been renamed as Prudential ICICI Mutual Fund (“the Mutual Fund” or “the Fund”) has been
     constituted as a Trust in accordance with the provisions of the Indian Trusts Act, 1882 (2 of 1882). The Mutual Fund was
     registered with SEBI on October 13, 1993.
     ICICI Mutual Fund was established by erstwhile ICICI Ltd. (Since merged with ICICI Bank Ltd), by execution of a Trust Deed dated
     August 25, 1993 by contributing Rs. 10 lacs. Prudential plc, through its wholly owned subsidiary, Prudential Corporation
     Holdings Limited (PCHL), 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 December 31, 2004, over GBP187
     billion of funds under management, more than 16 million customers and over 22,500 employees worldwide as of December 31,
     2003.
     Given below is a brief summary of Prudential’s financials:
                                                                                                                              (Rs. crores)
                                                                                                Year ended December 31
      Year ended December 31 (Rs. crores)Description                                    2004                  2003                 2002
      Total Income                                                                   291,760               246,466             269,446
      Profit Before Tax                                                                5,093                 2,742               3,792
      Profit After Tax                                                                 3,353                 1,630               3,518
      Shareholders' Funds                                                             33,542                25,683              28,739
      Earnings per share (Rs.)                                                         15.75                  8.47               18.41
      Equity Capital (5 Pence per share)                                              932.37                783.50              783.50
      Free Reserves                                                                   32,609                24,900              27,955
      Net-worth                                                                       33,542                25,683              28,739
      Book Value per share (Rs.)                                                      140.93                128.42              143.69
      Percentage of dividend per share                                              316.80%                  320%                520%
      Dividend per share (in Pence)                                                   15.84P                16.00P              26.00P
     ICICI Bank Limited
     Securities and Exchange Board of India, vide its letter no. MFD/PM/567/02 dated June 4, 2002, has accorded its approval in
     recognizing ICICI Bank Ltd. as a co-sponsor consequent to the merger of ICICI Ltd. with ICICI Bank Ltd.
     ICICI Bank is India’s second-largest bank with total assets of about Rs.1,67,659 crore at March 31, 2005 and profit after tax of
     Rs. 2,005 crore for the year ended March 31, 2005 (Rs. 1,637 crore in fiscal 2004). ICICI Bank has a network of about 573
     branches and extension counters and over 2,000 ATMs. ICICI Bank offers a wide range of banking products and financial
     services to corporate and retail customers through a variety of delivery channels and through its specialised subsidiaries and
     affiliates in the areas of investment banking, life and non-life insurance, venture capital and asset management. ICICI Bank set
     up its international banking group in fiscal 2002 to cater to the cross-border needs of clients and leverage on its domestic
     banking strengths to offer products internationally. ICICI Bank currently has subsidiaries in the United Kingdom, Canada and
     Russia, branches in Singapore and Bahrain and representative offices in the United States, China, United Arab Emirates,
     Bangladesh and South Africa. (Source: Overview at www.icicibank.com).
     ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian financial institution, and was its wholly-owned subsidiary.
     ICICI’s shareholding in ICICI Bank was reduced to 46% through a public offering of shares in India in fiscal 1998, an equity
     offering in the form of ADRs listed on the NYSE in fiscal 2000, ICICI Bank’s acquisition of Bank of Madura Limited in an all-stock
     amalgamation in fiscal 2001, and secondary market sales by ICICI to institutional investors in fiscal 2001 and fiscal 2002.
     Pursuant to the Scheme of Amalgamation effective March 30, 2002, among ICICI, ICICI Personal Financial Services, ICICI Capital
     Services and ICICI Bank, sanctioned by the High Court of Gujarat and the High Court of Judicature at Bombay and approved by
     the Reserve Bank of India, ICICI, ICICI Personal Financial Services and ICICI Capital Services were merged with ICICI Bank in an all-
     stock merger. ICICI Bank is the surviving legal entity in the amalgamation.




20
                                                                                                             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, 2002         March 31, 2003       March 31,2004        March 31, 2005
 Total Income                                            2726.59             12,526.88            11,958.96              12,826.04
 Profit After Tax                                          258.3              1,206.18             1,637.10               2,005.20
 Free Reserves @                                         5632.41              6,320.65             7,394.16              11,813.20
 Net Worth                                               6244.96              6933.31              8,010.56              12,549.98
 Earnings per Share (Rs.) (diluted)                        11.61                 19.65                26.44                  27.33
 Book Value per Share (Rs.)                               101.95                113.10               129.96                 170.33
 Dividend                                                   20%                   75%                  75%                    85%
 Paid Up Capital (Equity) $                               612.55                612.66               616.40                 736.78
 (Preference) #                                              350                   350                  350                    350
* The results include the result of erstwhile ICICI Limited and its subsidiaries, ICICI Personal Financial Services Limited and ICICI
Capital Services Limited, amalgamated with the Bank w.e.f. March 30, 2002. The financials for the current periods are not
comparable with the earlier periods.
@ Excludes revaluation reserve
$ Includes in 2002, Rs. 392.67 crores for shares to be issued to shareholders of ICICI Limited on amalgamation, further, during
the year ended March 31, 2003, the Bank allotted 3,000 shares pursuant to exercise of employee stock options.
# Represents in 2002, face value of 350 preference shares to be issued to shareholders of ICICI Ltd on amalgamation, redeemable
at par on April 20, 2018. As per the notification received from Ministry of Finance, the restriction of section 12(1) of the Banking
Regulation Act, 1949, prohibiting banks established after 1944 from holding preference shares, is not applicable to the Bank
for a specified period.
Note: ICICI Bank has raised Rs. 324600 Crores of equity in April 2004 (including a green shoe option)
Prudential plc of UK, through its wholly owned subsidiary, Prudential Corporation Holdings Limited, has been issued 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.
i)      The Directors of the Trustee Company are
     Mr. Eruch .B. Desai                                           Partner
     (S/o. Mr. Byramsha Desai) 81, Sonarica                        Mulla & Mulla & Craigie Blunt & Caroe
     33-A, Pedder Road                                             Director
     Mumbai 400 026                                                Birla Global Finance Ltd.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.
                                                                   Kennametal Widia (India) Ltd. (Alternate)
                                                                   Supreme Industries Ltd.
     Mr. Nagesh D. Pinge*                                          Nominee Director (on behalf of ICICI Bank Limited)
     (S/o. Dinkar Shripad Pinge)                                   The India Cements Limited
     D-408/1, Viman Darshan 28-29 Swami Nityanand Marg             Rama Newsprint and Papers Ltd.
     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, GulmoharS.V. RoadVile Parle (W)                            Director
     Mumbai 400 056                                                Peter Pan Travels Services Pvt. Ltd.
     Consultant                                                    SAS Management Consultants and Office Services Pvt. Ltd.
                                                                   Prudential Process Management Services Pvt. Ltd.
                                                                                                                                            21
     Prudential ICICI Mutual Fund


       Mr. D. J. Balaji Rao                                               Director
       (S/o D. B. Jagannath Rao)                                          Ashok Leyland Ltd.
       D-103, Adarsh Residency, 47th Cross (2nd Main)                     ChennaiBajaj Auto Ltd.
       Jayanagar, 8th BlockBangalore – 560082                             3M INDIA Ltd., Bangalore
                                                                          South East Asia Marine Engg. & Construction Ltd.,
                                                                          KolkataGraphite India Ltd., KolkataEnnore Foundries Ltd.
       Mr . M S Parthasarathy                                             Managing Trustee
       (S/o Late M.S. Tiruvenkatachari)                                   SFL Shares Trust
       B2 Ashok Svasti, 33 Balakrishna Road                               Director
       Valmiki Ngr, TiruvanmiyurChennai – 600041                          Sundaram Home Finance Ltd., Chennai

       *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(s) and submitted to the Trustee their bio-data
                 which shall contain the educational qualifications, past experience in the securities market within fifteen days of their
                 appointment;
           iii. appointed auditors to audit the accounts of the schemes;
           iv.   appointed a compliance officer to comply with regulatory requirements and to redress investor grievances;
           v.    appointed registrars and laid down parameters for their supervision;
           vi.   prepared a compliance manual which is updated by including all the provisions of regulations and guidelines issued
                 by SEBI from time to time and designed internal control mechanisms including internal audit systems commensurate
                 with the size of the mutual fund.
           vii. Specified norms for empanelment of brokers and marketing agents.
     3.    The Trustee shall ensure that the AMC has been diligent in empanelling the brokers, in monitoring securities transactions
           with brokers and avoiding undue concentration of business with any broker.
     4.    The Trustee is required to ensure that the AMC has not given any undue or unfair advantage to any associate or dealt with
           any of the associates of the AMC in any manner detrimental to the interests of the Unitholders.
     5.    The Trustee is required to ensure that the transactions entered into by the AMC are in accordance with the Regulations and
           the provisions of the Scheme.
     6.    The Trustee is required to ensure that the AMC has been managing the schemes independently of other activities and has
           taken adequate steps to ensure that the interest of investors of one Scheme are not compromised with those of any other
           Scheme or of other activities of the AMC.
     7.    The Trustee is required to ensure that all the activities of the AMC are in accordance with the provisions of the Regulations
           and shall exercise general and specific due diligence as required under the Regulations.
     8.    Where the Trustee has reason to believe that the conduct of the business of the Fund is not in accordance with these
           Regulations and the provisions of Scheme it is required to take such remedial steps as are necessary by it and to immediately
           inform SEBI of the violation and the action taken by it.
     9.    Each Director of the Trustee is required to file with the Trust the details of each securities transaction, which exceed the value
           of Rs.1 lakh on a quarterly basis.
     10. The Trustee is accountable for and is required to be the custodian of the Fund’s property of the respective Scheme and to
         hold the same in trust for the benefit of the Unitholders in accordance with the Regulations and the provisions of the Trust
         Deed.
     11. The Trustee is required to take steps to ensure that the transactions of the Fund are in accordance with the provisions of the
         Trust Deed.
     12. The Trustee is responsible for the calculation of any income due to be paid to the Mutual Fund and also of any income
         received in the Mutual Fund for the holders of the units of any scheme in accordance the Regulations and the Trust Deed.
     13. The Trustee shall obtain the consent of the Unitholders:
           a)    whenever required to do so by SEBI, in the interest of Unitholders
           b)    whenever required to do so on the requisition made by three-fourths of the Unitholders of the Scheme.
           c)    when the Trustee decides to wind up or prematurely redeem the units.


22
                                                                                                             Prudential ICICI Mutual Fund

14. The Trustees shall ensure that no change in the fundamental attributes of any scheme or the trust or fee and expenses
    payable or any other change which would modify the scheme and affects the interests of unit holders is carried out unless:
    -    a written communication about the proposed change is sent to each Unitholder and
    -    an advertisement is given in one English daily newspaper having nationwide circulation as well as in a newspaper
         published in the language of the region where the Head Office of the mutual fund is situated; and
    -    the Unitholders are given an option to exit at the prevailing Net Asset Value without any exit load.
    Subject to the Regulations and the guidelines issued by SEBI, the consent of the Unitholders of the Scheme will be obtained
    through voting, by mail. Detailed modalities of the same, including the principles for entitlement of votes for each
    Unitholder will be finalized in consultation with and after obtaining the approval of SEBI and the Trustee.
15. The Trustee is required to call for the details of transactions in securities by the key personnel of the AMC in their own names
    or on behalf of the AMC and report the same to SEBI as and when called for.
16. The Trustee is required to review quarterly, all transactions carried out between the Fund, the AMC and its associates.
17. The Trustee is required to review quarterly, the net worth of the AMC and in case of any shortfall ensure that the AMC makes
    up for the shortfall as per clause (f) of sub regulation (1) of Regulation 21 of the Regulations.
18. The Trustee is required to periodically review all service contracts such as custody arrangements and transfer agency, and
    satisfy itself that such contracts are executed in the interest of the Unitholders.
19. The Trustee is required to ensure that there is no conflict of interest between the manner of deployment of its net worth by
    the AMC and the interest of the Unitholders.
20. The Trustee is required to periodically review the investor complaints received and the redressal of the same by the AMC.
21. The Trustee is required to abide by the Code of Conduct as specified in the Fifth Schedule of the Regulations.
22. The Trustee has to furnish to SEBI on a half yearly basis:-
    a)   a report on the activities of the Fund covering the details as prescribed by SEBI;
    b)   a certificate stating that the Trustees have satisfied themselves that there have been no instances of self dealing or front
         running by any of the Trustee, directors and key personnel of the AMC;
    c)   a certificate to the effect that the AMC has been managing the schemes independently of any other activities and in
         case any activities of the nature referred to in sub Regulation (2) of Regulation 24 of the Regulations have been
         undertaken, the AMC has taken adequate steps to ensure that the interest of the Unitholders is protected.
23. The independent Directors of the Trustee are required to give their comments on the report received from the AMC
    regarding the investments by the Mutual Fund in the securities of the group companies of the sponsors.
24. No amendments to the Trust Deed shall be carried out without the prior approval of SEBI and Unitholders approval/ consent
    will be obtained where it affects the interests of Unitholders as per the procedure / provisions laid down in the Regulations.
25. The Trustees shall exercise general and specific due diligence required under the Regulations.
26. Trustee shall maintain high standards of integrity and fairness in all their dealings and in the conduct of their business.
27. Trustee shall render at all times high standards of service, exercise due diligence, ensure proper care and exercise independent
    professional judgement.
28. The independent directors of the Trustee shall pay specific attention to the following as may be applicable, namely:
    a)   The Investment Management Agreement and the compensation paid under the agreement.
    b)   Service contracts with affiliates – whether the asset management company has charged higher fees than outside
         contractors for the same services.
    c)   Selection of the asset management company’s independent directors
    d)   Securities transactions involving affiliates to the extent such transaction are permitted.
    e)   Selecting and nominating individuals to fill independent directors vacancies.
    f)   Code of ethics must be designed to prevent fraudulent, deceptive or manipulative practices by insiders in connection
         with personal securities transactions.
    g)   The reasonableness of fees paid to sponsors, asset management company and any others for services provided.
    h)   Principal underwriting contracts and renewals
    i)   Any service contracts with the associates of the asset management company.
29. Notwithstanding anything contained in sub-regulations (1) to (25) of regulation 18 of the Regulations, the Trustees shall
    not be held liable for acts done in good faith if they have exercised adequate due diligence honestly.
30. SEBI circular no. MFD/CIR/10/ 15895 /2002 dated August 20, 2002 provides that the meetings of the Trustees shall be held
    at least once in every two calendar months and at least six such meetings should be held every year. Further, as per the
    Regulations, for the purposes of constituting the quorum for the meetings of the Trustees, at least one Independent
    Trustee or Director should be present during such meetings.



                                                                                                                                            23
     Prudential ICICI Mutual Fund

     During the year 2003 – 2004, six meetings of the Directors of the Trustees were held and during the period from April 1, 2005
     January 10, 2005 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 authorized to pay the Trustee a fee for its services in such capacity
     of a sum, presently computed at the rate of upto 0.05% of the amount, being the aggregate of the Trust Fund and Unit Capital
     of all the Schemes put together on April 1 of each year or a sum of Rs.5 lacs, whichever is higher. The Trustee may charge further
     fees as permitted from time to time under the Trust Deed and the Regulations.
     SEBI has, in terms of its letter No.MFD/LV/059/00 dated January 31, 2000 approved an amendment to Trust Deed. The amendment
     authorizes the Trustee to decide upon the Trusteeship Fee to be charged from the Mutual Fund at the beginning of each financial
     year (April 1 to March 31), subject to the maximum limit of 0.05% to be arrived at as indicated above. The amendment does not
     in any way, adversely impact or alter the interests of Unitholders under the existing schemes of the Fund.
     c) Management of Asset Management Company (AMC)
     ICICI Asset Management Company Limited (I-AMC), a company registered under the Companies Act, 1956, was established by
     ICICI as its wholly owned subsidiary, to act as the Investment Manager of the ICICI Mutual Fund vide the Investment Management
     Agreement dated September 3, 1993. Consequent to a review of long-term business strategy of the AMC, it was decided to
     further strengthen commitment to the individual investor segment. As a part of this Scheme, Prudential plc. (formerly known as
     Prudential Corporation plc.) of the UK (Prudential) was inducted as the new joint venture partner.
     I-AMC was approved by SEBI to act as the Investment Manager of ICICI Mutual Fund vide its letter No.IIMARP/MF/22356 dated
     October 12, 1993. Consequent to the restructuring of shareholding pattern as stated above, SEBI vide its letter No.IIMARP\631\98
     dated March 11, 1998 accorded its approval for the induction of Prudential plc (through its wholly own subsidiary, Prudential
     Corporation Holdings Limited) as a shareholder of the AMC. The AMC has applied and secured approval from the Registrar of
     Companies, Delhi and Haryana, for its change of name to Prudential ICICI Asset Management Company Limited, vide letter
     No.21/55-54135/320 dated March 26, 1998.
     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.
     The Sponsors of the Fund, ICICI Bank Limited and Prudential plc. have proposed to transfer their Shareholding in the Prudential
     ICICI Asset Management Co. Ltd. (AMC) and Prudential ICICI Trust Ltd. (Trust Company) whereby Prudential Plc will transfer 6%
     of the paid-up capital in AMC and Trust Company to ICICI Bank Limited. Further ICICI Venture Funds Management Company
     Limited will also transfer its 15.1% of the paid-up capital in AMC and Trust Company to ICICI Bank Limited. This transfer when
     effected will result in ICICI Bank holding 51% and Prudential Plc. (through PCHL) holding 49% of the paid up equity share
     capital of the AMC and Trust Company.
     AMC has informed SEBI of the proposed transfer. SEBI has vide its letter IMD/RK/42692/05 dated June 15, 20056 taken note of
     the proposed transfer.
     The AMC will manage the schemes of the Fund, including the Scheme mentioned in this Offer Document, in accordance with the
     provisions of Investment Management Agreement, the Trust Deed, the Regulations and the objectives of each of the schemes.
     AMC has obtained registration from SEBI vide Registration No.INP000000373 dated February 29, 2000 read with a renewed
     certificate dated February 27, 2003, to act as a Portfolio Manager under SEBI (Portfolio Managers) Regulations, 1993. Further,
     the Mutual Funds Division of SEBI, vide its letter no. MFD/LV/248/2000 dated May 10, 2000, conveyed its no objection for the
     AMC undertaking PMS activities subject to the AMC complying with the requirements as envisaged in Regulation 24(2) of SEBI
     (Mutual Funds) Regulations, 1996. The AMC has commenced the Portfolio Management activities, after complying with the
     regulatory requirements. The same are not in conflict with the mutual fund activities.
     i)   Board of Directors of the AMC
          Mr. K. V. Kamath
          Radhika’, 930 TPS IV, Off Sayani Road, Opp. Ravindra Natya Mandir, Prabhadevi, Mumbai 400 025
          Mr. Kamath has a degree in mechanical engineering and a master’s degree in business administration from the Indian
          Institute of Management Ahmedabad.
          Mr.Kamath is the Managing Director and Chief Executive Officer of ICICI Bank Limited. Mr. Kamath has a degree in
          mechanical engineering and a master’s degree in business administration from the Indian Institute of Management,
          Ahmedabad. He started his career in 1971 at ICICI, an Indian financial institution that later founded ICICI Bank, and merged
          with it in 2002. In ICICI, Mr. Kamath worked in project finance and corporate strategy and was involved with setting up new
          businesses and institutions in the areas of leasing, venture capital and credit rating. In 1988, he moved to the Asian
          Development Bank and spent several years in south-east Asia before returning to ICICI as its Managing Director and CEO
          in 1996. Over the next few years, the ICICI group transformed itself into a diversified, technology-driven universal banking
          group, that includes India’s leading retail bank as well its leading private sector insurance companies. ICICI Bank was named

24
                                                                                                         Prudential ICICI Mutual Fund

the “Best Managed Bank in Asia” by Euromoney in 2002. Mr. Kamath was named Asian Business Leader of the Year by
CNBC in 2001.
Mr. Kamath is currently a Member of the National Council of the Confederation of Indian Industry, the apex chamber of
commerce of Indian industry. He is also a member of the Board of Directors of Visa International (Asia-Pacific). Mr. Kamath
is also a Member of the Governing Boards of prestigious educational institutions including the Indian Institute of
Management - Ahmedabad, Indian School of Business - Hyderabad and Manipal Academy of Higher Education - Manipal
Mr. Mark Norbom
Prudential Corporation Asia, One International Finance Centre 13 Floor, 1 Harbour View Street, Central, Hong
Kong.
Mr. Mark Norbom graduated from Pennsylvania State University with a B.S. degree in Economics in 1980.
Mr. Norbom began his career at GE in 1980 and served in a number of senior management positions in the US 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, One International Finance Centre 13 Floor, 1 Harbour View Street, Central, Hong
Kong
Mr. Srinivasan is Chief Executive, Fund Management, Prudential Corporation Asia responsible for its 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.
Ms. Kalpana Morparia
B92, Ocean Gold CHS, Twin Tower Lane, Prabhadevi, Mumbai - 400 025.
Ms. Kalpana Morparia is a graduate in law from Bombay University.
Ms. Kalpana Morparia is the Deputy Managing Director of ICICI Bank Limited. Ms. Morparia is responsible for the Corporate
Centre at ICICI Bank. The Corporate Centre comprises the finance and treasury, planning and strategy, risk management,
human resources management, legal and corporate communications and corporate brand management functions and is
responsible for ensuring strategic consistency across the ICICI group. Ms. Morparia is the official spokesperson for ICICI
Bank. Ms. Morparia joined ICICI Limited in 1975. She worked in the areas of planning, treasury, resources and corporate
legal services. In 2001, she led the ICICI group’s major corporate structuring initiative, the merger of ICICI Limited with ICICI
Bank to create India’s second largest bank. Ms. Morparia has served on several committees constituted by the Government
of India.
Mr. K. S. Mehta
C-70 Panchsheel Enclave, New Delhi 11 0017
Mr. Mehta is a Senior Partner of S.S. Kothari & Co., Chartered Accountants, and heads the firm’s management consultancy
division. Mr. Mehta specializes in corporate financial planning, restructuring, project financing and working capital control.
He has an in-depth knowledge of industry in his capacity as Director of some of the leading companies and as a management
consultant.
Mr. Mehta is a Member of the Managing Committee of Federation of Indian Chambers of Commerce and Industry (FICCI).
He is a former Member of the Advisory Committee on Primary Markets set up by SEBI, a Former Director on the Board of the
National Stock Exchange of India Limited and is the past President of PHD Chamber of Commerce & Industry.
Mr. Mehta is a FCA and has a Bachelor of Commerce (Hons.) Degree.
Mr. Dadi Engineer
Flat no.4, 1st Floor, Shiv Shanti Bhuvan, 146 M. Karve Road, Opp. The Oval, Mumbai – 400 020.
Mr. Engineer is a Solicitor and Advocate and is a Senior Partner at Crawford Bayley & Co. He has over 40 years experience in
the legal profession and has expertise in various aspects of Corporate Law, Indirect Taxation, Foreign Exchange, Imports,
Trade Control Regulations and Civil and Constitutional Law.
                                                                                                                                        25
     Prudential ICICI Mutual Fund

          Mr. Engineer is the President of the Managing Committee of Bombay Incorporated Law Society and served as the
          Representative Member of the Governing Council of the Bar Association of India. He has also been associated with the
          various committees set up by Bombay Chamber of Commerce and Industry and Associated Chambers of Commerce and
          Industry.
          Mr. Engineer is on the Boards of several leading domestic and multi-national companies.
          Mr. B. R. Gupta
          6B, Sheetal Apartments, Lokhandwala Complex, Andheri (W) , Mumbai400 053.
          Mr. Gupta is the former Executive Director of the Life Insurance Corporation of India (LIC). He was working as Consultant
          (Investment) to GIC of India till December 2000.
          Mr. Gupta has worked with LIC for over 35 years in various capacities and has had extensive experience in the operations of
          the life insurance industry, specifically in the areas of investment, marketing, underwriting and administration. Mr. Gupta
          also worked in the investment department of the LIC for 10 years and headed the department as Executive Director. He was
          responsible for managing LIC’s portfolio comprising a variety of investments. Subsequent to his retirement, till May 1999,
          he functioned as the Investment Advisor to LIC.
          Mr. Gupta is on the Boards of several companies and had been a Member of “The Administrative Committee of Insurance
          Institute of India”, “The Committee of NSE on Development of the Debt Market in India”, “The Executive Committee of the
          NSE” and “The Advisory Committee on Secondary Market Operations of SEBI”. At present Mr. Gupta is an Advisor to IL&FS
          Academy for Insurance & Finance Ltd., an initiative of IL&FS Group. Mr. Gupta is a M.A in English and has a LL.B. degree
          besides being a Fellow of Insurance Institute of India.
          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.
          Dr. (Mrs.) Swati A Piramal
          95A, Benzer Terrace, Abdul Gaffar Khan Road, Worli Sea Face, Mumbai 400 018.
          Dr. Swati A. Piramal, is a Medical Doctor (M.B.B.S.) from the University of Bombay. Dr. Piramal graduated with a Masters
          Degree from Harvard School of Public Health, Boston USA, where she had the unique honour of being selected
          Commencement Speaker at the 1992 Graduation Ceremony.
          Dr. Swati A. Piramal is the Director-Strategic Alliances & Communications of Nicholas Piramal India Limited. Her current
          responsibilities include Research & Development, Information Technology, Medical Services, and Knowledge Management
          for the Healthcare Group of Piramal Enterprises.
          Under her leadership, Piramal Enterprises has made significant progress in Discovery Research for discovering and patenting
          new NCEs, new Drug Delivery Systems, Clinical Research for planning clinical trials, new drug protocols and pharmacokinetics
          labs, herbal Research for DNA fingerprinting and standardization of Ayurveda, the setting up of a Business R & D programme
          in the Company (BDRD.
          Dr. Piramal is a Member of the Drugs Technical Advisory Board and the Maharashtra Biotechnology Council, Council of
          Scientific & Industrial Research (CSIR), State Bank of India Life Insurance Company, Confederation of Indian Industries (CII),
          WHO IPR Committee - Commission on Intellectual Property Rights, Innovation and Public Health. (CIPIH) and Chair of the
          Life science & Biotech Committee and Economic Growth Committee. She heads the “Mahabioyatra” an initiative by the
          Confederation of Indian Industry a Biotechnology network in Maharashtra. She is also on the Board of Directors of the
          Indian Council for Research on International Economic Relations. (ICRIER).
          Dr. Piramal has co-authored books on Health and Nutrition. One with Mrs. Tarla Dalal titled “Eat Your Way to Good Health.”
          She has also published articles in many leading publications.
          Ms. Shikha Sharma
          16-A, Peregrine, 400, Veer Savarkar Marg, Prabhadevi, Mumbai 400 025.
          Ms. Sharma completed her Masters of Business Administration from the Indian Institute of Management - Ahmedabad.
          Ms. Shikha Sharma is the Managing Director & CEO of ICICI Prudential Life Insurance Company (“I-Pru”). ICICI Prudential
          was amongst the first private sector companies in India to be awarded a life license in December 2000, and since its
26
                                                                                                              Prudential ICICI Mutual Fund

     inception the I-Pru has established itself as India’s leading private life insurer, offering a complete range of products to meet
     the varying needs of the Indian customer.
     She began her career with ICICI, one of India’s largest financial services providers, in 1980. She has been instrumental in
     setting up various group businesses for ICICI, including investment banking and retail finance.
     Ms. Sharma was awarded for India’s most Powerful Woman in Business by Business Today, CEO of the year by Indira Group
     of Institutes, India’s greatest brand builders, and Institute of Marketing and Management Award for Excellence in the year
     2004.
     Mr. Pankaj Razdan
     Sherwin Ark, Bunglow No. 3, Bellscot Co-op Hsg. Society, Lokhandwala Complex, Andheri (W), Mumbai 400058
     Mr. Razdan is the Managing Director of the Prudential ICICI Asset Management Company Ltd. and is responsible for
     development of the business of the Company and its day-to-day management.
     Mr. Razdan has rich experience and knowledge in Sales, Distribution and Marketing. He began his career with the HMG
     Financial Services Limited as a Marketing Manager. He then joined Karvy Securities Limited where he worked for 5 years in
     its Distribution and Merchant Banking Division. Mr. Razdan joined Prudential ICICI Asset Management Co. Ltd. in April
     1998, as Vice President & Head – Sales and Distribution of West Zone of the Company. In 1999, he headed the Sales and
     Distribution of the Company in West and North Zone. He was promoted to become the Senior Vice President – Sales and
     Distribution in February 2000 and Senior Vice President – Sales and Marketing in 2001. In March 2003 he took over the
     post of Deputy CEO with a responsibility to oversee Sales, Distribution and Marketing for all India, Strategic Planning,
     Development and Customer Service.
     Mr. Razdan has a Bachelors degree in Electronics and has graduated in Engineering specializing in electronics.
i)   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.
                                                                                                                                             27
     Prudential ICICI Mutual Fund

           v.      The reasonableness of fees paid to sponsors, asset management company and any others for services provided.
           vi.     Principal underwriting contracts and renewals
           vii. Any service contracts with the associates of the company.
           In terms of the Investment Management Agreement and the Regulations, the AMC is entitled to an investment management
           fee at 1.25% per annum of the average net assets for a corpus up to Rs.100 crores and at 1.00% per annum for the corpus
           amount in excess of Rs.100 crores. Further, as per the Regulations, for the schemes launched on no load basis, the Asset
           Management Company is entitled to collect an additional management fees not exceeding 0.50% of the average net assets
           outstanding in each financial year.
     ii)   Key Employees of the AMC and relevant experience
                Name of the Employee      Age     Designation      Educational            Total No. of              Assignments
                                        (Years)                    Qualifications         Years of Experience /     Held During the Last
                                                                                          Type & Nature of          10 Yrs
                                                                                          Experience
                Mr. Pankaj Razdan         36      Managing         BSc. (Electronics)     Over 13 years of          Managing Director –
                                                  Director         B. Tech (Electronics   experience in sales and   Prudential ICICI AMC
                                                                   Engineering)           distribution.             since January 2004
                                                                                                                    Deputy CEO –
                                                                                                                    Prudential ICICI AMC –
                                                                                                                    March 2003 to
                                                                                                                    December 2003.
                                                                                                                    Vice President / Senior
                                                                                                                    Vice President & Head -
                                                                                                                    Sales & Distribution -
                                                                                                                    Prudential ICICI AMC -
                                                                                                                    2000 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.
                Mr. Nilesh Shah           35      Chief Investment B.Com, A.C.A. Grad Over 13 years of              Chief Investment
                                                  Officer          C.W.A.             experience in fund            Officer – Prudential
                                                                                      management and                ICICI AMC Limited –
                                                                                      portfolio management          June 2004 till 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.


28
                                                                                                        Prudential ICICI Mutual Fund


Name of the Employee      Age     Designation        Educational             Total No. of               Assignments
                        (Years)                      Qualifications          Years of Experience /      Held During the Last
                                                                             Type & Nature of           10 Yrs
                                                                             Experience
Mr. Vasant Sanzgiri       44      Senior Vice        Bsc (Life Sciences),    Over 18 years              Vice President / Senior
                                  President &        MMS (Personnel          experience in area         Vice President & Head
                                  Head Human         Management)             of Human Resources         Human Resources
                                  Resources                                  Management                 Prudential 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.
Mr. Kalyan Prasath        38      Vice President –   PGDSM (NIIT), B.Sc      Over 19 years of           Vice President –
                                  Information                                work experience in         Information Technology-
                                  Technology                                 areas of Information       Prudential ICICI AMC
                                                                             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      Sr. Vice           Associate -Institute    Over 16 yrs of             Sr. Vice President –
                                  President–Legal,   of Company              experience in Compliance    Legal, Compliance and
                                  Compliance and     Secretaries of India.   and Company                Company Secretary,
                                  Company            Bachelors Degree        Secretarial functions      Prudential ICICI AMC
                                  Secretary          (General Laws),                                    Jan 14, 02 onwards.
                                                     PGDCP                                              Head Corporate
                                                                                                        Communication and
                                                                                                        Company Secretary -
                                                                                                        IDBI Bank June 1997 to
                                                                                                        12th Jan 2002


                                                                                                                                       29
     Prudential ICICI Mutual Fund


            Name of the Employee      Age     Designation      Educational          Total No. of            Assignments
                                    (Years)                    Qualifications       Years of Experience /   Held During the Last
                                                                                    Type & Nature of        10 Yrs
                                                                                    Experience
                                                                                                            Chief Manager
                                                                                                            Merchant Banking and
                                                                                                            Company Secretary -
                                                                                                            Karnataka Bank Ltd.
                                                                                                            from 1992-97
                                                                                                            Company Secretary
                                                                                                            Lakshmi Motor Credit
                                                                                                            (Now TVS Finance)
                                                                                                            1989-92
            Mr. Ashok Suvarna         33      Vice President   MBA (Finance)        Over 12 yrs of          January 2005:
                                              Operations       B. Com.              experience in           Vice President -
                                                                                    Operations              Operations Prudential
                                                                                                            ICICI AMC Limited
                                                                                                            April 98 till December 04
                                                                                                            Prudential ICICI AMC
                                                                                                            Ltd. handling
                                                                                                            Operations, Projects &
                                                                                                            Quality Assurance
                                                                                                            March 94 till March 98
                                                                                                            SBI Funds
                                                                                                            Management Limited
                                                                                                            handling Operations
            Mr. Pankaj Kaji           52      Senior Fund      B.Com                34 yrs                  Fund Manager-
                                              Manager                                                       Prudential ICICI AMC-
                                                                                                            2002 till date.
                                                                                                            Deutsche Bank,
                                                                                                            Mumbai (Vice-
                                                                                                            President-Money
                                                                                                            Market) 1994-2002,
                                                                                                            ANZ
                                                                                                            Grindlays Bank (Funds
                                                                                                            Manager)-1986-1994
            Mr. Chaitanya Pande       33      Fund Manager     PGDM from IMI,       10 Years                Manager – Fund
                                                               New Delhi,                                   Management
                                                               BSc from                                     Sept 16th 2002 till date
                                                               St. Stephens                                   – Fund Manager –
                                                               College, New Delhi                           Prudential ICICI AMC
                                                                                                            Limited
                                                                                                            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. Anil Sarin            38      Senior Fund      PGDBM, Institute     11 years as Fund        Prudential ICICI AMC
                                              Manager          of Management        Management and          Limited – April 2004 till
                                                               Technology (IMT)     Portfolio Management    date as Senior Fund
                                                                                                            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




30
                                                                                                  Prudential ICICI Mutual Fund


Name of the Employee     Age     Designation       Educational          Total No. of              Assignments
                       (Years)                     Qualifications       Years of Experience /     Held During the Last
                                                                        Type & Nature of          10 Yrs
                                                                        Experience
                                                                                                  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        Prudential ICICI Asset
                                 President –                            Dealer                    Management Co. Ltd.
                                 Investments                                                      From June 28, 2004 till
                                                                                                  date as Associate Vice
                                                                                                  President – Investments
                                                                                                  Sushil Finance
                                                                                                  Consultants Ltd. From
                                                                                                  1999 to June 2004 as
                                                                                                  Equity Dealer/
                                                                                                  Strategist
                                                                                                  Falcon Brokerage
                                                                                                  Private Limited. – From
                                                                                                  1996 to 1999 as Equity
                                                                                                  Dealer
                                                                                                  Sushil Finance
                                                                                                  Consultants Ltd. From
                                                                                                  1991 to 1996 as Equity
                                                                                                  Dealer/Strategist
Mr. B. Ramakrishna       39      Chief Financial   B’Com, A.C.A Grad.   Over 13 years of          Prudential ICICI AMC
                                 Officer           CWA                  experience in Corporate   Ltd. from September
                                                                        Planning, Investor        23, 2004 till date.
                                                                        Relations, Financial      Marico Industries Ltd. as
                                                                        Planning                  General Manager –
                                                                                                  Corporate Finance
                                                                                                  from September, 1998
                                                                                                  to September, 2004.
                                                                                                  ITC Agrotech Ltd. as
                                                                                                  Commercial Manager
                                                                                                  from February, 1993 to
                                                                                                  August, 1998.
Mr. Rahul Goswami        32      Senior Fund       B.Sc., M.B. A.       9 years – Fund            Prudential ICICI Asset
                                 Manager                                Management - Debt         Management Co. Ltd.
                                                                                                  From July 6, 2004 till
                                                                                                  date as Senior Fund
                                                                                                  Manager
                                                                                                  Franklin Templeton
                                                                                                  Asset Management (I)
                                                                                                  Pvt. Ltd. from October
                                                                                                  2002 to July 2004 as
                                                                                                  Fund Manager.
                                                                                                  UTI Bank Ltd. from
                                                                                                  January 2000 to
                                                                                                  October 2002 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

                                                                                                                                 31
     Prudential ICICI Mutual Fund


            Name of the Employee      Age     Designation        Educational           Total No. of                Assignments
                                    (Years)                      Qualifications        Years of Experience /       Held During the Last
                                                                                       Type & Nature of            10 Yrs
                                                                                       Experience
            Mr. S Naren               38      Vice President –   B.Tech – IIT Madras   Over 15 years of            Prudential ICICI AMC
                                               Investments       PGDM – IIM            experience in Fund          Ltd. from October,
                                                                 Calcutta              Management, Equity          2004 till date.
                                                                                       Research, Operations etc.   Refco Sify Securities
                                                                                                                   India Pvt. Ltd. as Head
                                                                                                                   of Research from
                                                                                                                   November, 2003 to
                                                                                                                   October, 2004
                                                                                                                   HDFC Securities Ltd. as
                                                                                                                   Vice President from
                                                                                                                   September, 2000 to
                                                                                                                   March, 2002 and as
                                                                                                                   Director & COO from
                                                                                                                   March, 2002 to
                                                                                                                   November, 2003
                                                                                                                   Yoha Securities as CEO
                                                                                                                   from December, 1995
                                                                                                                   to September, 2000
            Mr. Anand Gupta           30      Dealer & Fund      B.COM, PGDBA          11 years in execution,      June 2003 to May 2005
                                              Manager            from Institute Of     sales trading and sales.    as AVP-Institutional
                                                                 Technology &                                      sales with Refco-Sify
                                                                 Management (ITM)                                  Securities Ltd.
                                                                                                                   June 1998 to May 2003
                                                                                                                   with Birla Sunlife
                                                                                                                   Securities Ltd in Sales
                                                                                                                   Trading And Sales.
                                                                                                                   Nov. 1993 to May 1998
                                                                                                                   with Anagram
                                                                                                                   Securities ltd in
                                                                                                                   execution and sales
                                                                                                                   trading.
            Mr. Jignesh Shah          33      Sr. Fund           B.Com, CFA            11 years as Equity          Prudential ICICI AMC
                                              Manager                                  Analyst                     Limited – Joined May
                                                                                                                   05
                                                                                                                   Reliance Capital – from
                                                                                                                   Jan 04 – August 04 as
                                                                                                                   Equity Analyst
                                                                                                                   Four Dimensions
                                                                                                                   Securities – from Sept
                                                                                                                   03 to Jan 04 as Equity
                                                                                                                   Analyst
                                                                                                                   Refco-Sify Securities –
                                                                                                                   from July 02 to Sept 03
                                                                                                                   – as Equity Analyst
                                                                                                                   Nirmal Bang Securities
                                                                                                                   – as Equity Analyst
                                                                                                                   Presage Financial
                                                                                                                   Services – as Equity
                                                                                                                   Analyst
                                                                                                                   Mahesh Kothari Shares
                                                                                                                   & Stock Brokers – from
                                                                                                                   Aug 93 - as Equity
                                                                                                                   Analyst
            Mr. Prashant Kothari      25      Fund Manager       PGDM                  2 Years as Equity           Prudential ICICI AMC
                                                                                       Analyst and Fund            Limited – Fund
                                                                                       Manager                     Manager from
                                                                                                                   September 2004
                                                                                                                   Prudential ICICI AMC
                                                                                                                   Limited – Equity Analyst
                                                                                                                   from May 2003


32
                                                                                                               Prudential ICICI Mutual Fund


      Name of the Employee        Age      Designation        Educational           Total No. of               Assignments
                                (Years)                       Qualifications        Years of Experience /      Held During the Last
                                                                                    Type & Nature of           10 Yrs
                                                                                    Experience
Mr. Deven Sangoi                  35       Senior Fund        B.E. (Electronics)    Over all 10 years of       Prudential ICICI AMC
                                           Manager            M.B.A. (Finance)      equity market              Limited – September,
                                                                                    experience. (5 years       2005 as Senior Fund
                                                                                    of Fund management         Manager.
                                                                                    experience.)               Birla Sun Life AMC Ltd.
                                                                                                               – From February 2000
                                                                                                               to September 2005 as
                                                                                                               Manager, Assistant Vice
                                                                                                               President, Fund
                                                                                                               Manager
                                                                                                               Alchemy Share and
                                                                                                               tock Brokers Pvt. Ltd.
                                                                                                               From June 1994 to
                                                                                                               February 2000 – as
                                                                                                               Senior Analyst
      Mr. Chintan A. Haria        23       Assistant to the   MCom, ACA, ICWA       Holding position as an     None
                                           dealer                                   Asst. to the Dealer in
                                                                                    Prudential ICICI Asset
                                                                                    Management Company
      Mr. Manish Kumar            23       Research           PGDM, Indian         3.5 months of experience    June 2005-August
                                           Analyst            Institute of Manage- of which 2 months in        2005: - Management
                                                              ment, Ahmedabad the insurance industry           Associate at TATA AIG
                                                                                   and 1.5 months in           Life Insurance
                                                                                   Equity Research.
      Mr Pranay Sinha             25       Credit Research    PGDM, Institute       6 months experience in     Prudential ICICI AMC
                                           Analyst            Institute of          Credit research and        Limited – Nov 2005 till
                                                              Management            credit risk analysis       date as Credit Research
                                                              Calcutta (IIMC)                                  analyst
                                                                                                               UTI Bank- Jube 2005 till
                                                                                                               Oct 2005 in credit risk
                                                                                                               side.
      Mr. Prashant Poddar         25       Research           PGDBM, Indian         5 months in AIG            AIG - 5 months as
                                           Analyst            Institute of          (Insurance)                Management Trainee
                                                              Management                                       (General Management
                                                              (Lucknow)                                        role) in Insurance

     As indicated above, at present a team comprising of eleven Fund Managers are involved in fund management/ research
     activities. The past experience of these employees is indicated above.
     All the above key personnel are based at the Corporate Office of AMC
iv) Fund Manager
     The investments under the Scheme will be managed by the Fund Manager, Mr. Anil Sarin. His qualifications and experience
     are as under:
      Scheme Name                      Fund Manager                 Qualification                            Experience
      Prudential ICICI Fusion          Mr. Anil Sarin               PGDBM, Institute of
      Fund                                                          Management Technology (IMT)              11 years as Fund
                                                                                                             Management and
                                                                                                             Portfolio Management
v)   Compliance Officer
     The Compliance Officer for the Fund is:
     Mr. Ranganath Athreya
     Senior Vice President- Compliance, Legal and Company Secretary
     Prudential ICICI Asset Management Company Ltd.
     8th Floor, Peninsula Tower, Peninsula Corporate Park,
     Ganpatrao Kadam Marg, Off Senapati Bapat Marg,
     Lower Parel, Mumbai 400 013.
vi) Investor Relations Officer
     Investor Relations Officer for the Fund is Ms. Leena Johnson and she may be contacted at the corporate office of the AMC
     at Mumbai.
                                                                                                                                              33
     Prudential ICICI Mutual Fund

     d)   Auditors
          N. M. Raiji & Co., Chartered Accountants, Mumbai have expressed their willingness to act as Auditors for the Scheme
          offered under this Offer Document and have been appointed as Auditors by the Trustee.
     e)   Registrar
          Computer Age Management Services Private Limited, Unit: Prudential ICICI Mutual Fund, r A&B Lakshmi Bhavan, 609 Anna
          Salai, Chennai 600 006 as Registrar for the Scheme. The Registrar is registered with SEBI under registration No:
          INR000002813. As Registrar to the Scheme, CAMS will handle communications with investors, perform data entry services
          and dispatch Account Statements. The AMC and the Trustee have satisfied themselves that the Registrar can provide the
          services required and has adequate facilities and the system capabilities.
     f)   Custodian
          HDFC Bank Limited, Mumbai has been appointed as Custodian for the Scheme mentioned in the Offer Document. The
          Custodian has been registered with SEBI and has been awarded registration No.IN/CUS/001 dated February 2, 1998. The
          Trustee propose to enter into a Custodian Agreement with the Custodian and the salient features of the said Agreement
          would be as under:
          (a)   Provide post-trading and custodial services to the Mutual Fund.
          (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.




34
                                                                                                               Prudential ICICI Mutual Fund


                                                           SECTION II

                                            INVESTMENT OBJECTIVES & POLICIES

FUNDAMENTAL ATTRIBUTES OF THE SCHEME
a)   Type of the Scheme
     A Closed-ended Equity fund
b)   Investment Objectives
     The Scheme is a close-ended diversified equity Scheme, with a maturity period of 5 years, that seeks to generate long-term
     capital appreciation by investing predominantly in equity and equity related instruments of companies across large, mid
     and small market capitalization.
     However, there can be no assurance that the investment objective of the Scheme will be realized
c)   Investment Pattern and investment policies
     The Scheme is closed-ended equity scheme investing in a fusion of stocks across different industries, market capitalization,
     and sectors. Prudential ICICI Fusion Fund will look at investment opportunities in companies representing all possible levels
     of market capitalization and using growth investment styles. Under normal circumstances at least 90% of the funds is
     proposed to be invest in equity and equity related instruments. The fund would be diversified as this fund proposes to
     invest in large, mid or small caps fund segments.
     The fund may move upto 30% in debt securities if risk reward ratio is favorable for such allocation.
     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)
     4)     Debt securities issued by domestic Government agencies and statutory bodies, which may or may not carry a Central/
            State Government guarantee
     5)     Corporate debt securities (of both public and private sector undertakings)
     6)     Securities issued by banks (both public and private sector) as permitted by SEBI from time to time and development
            financial institutions
     7)     Money market instruments permitted by SEBI, having maturities of up to one year, in call money market or in alternative
            investment for the call money market.
     8)     Certificate of Deposits (CDs)
     9)     Commercial Paper (CPs)
     10) Indian Securitised Debt. The Scheme will not invest in foreign securitised debt.
     11) The non-convertible part of convertible securities
     12) Any other domestic fixed income securities
     13) Derivative instruments like Interest Rate Swaps, Forward Rate Agreements, Stock Index Futures and such other derivative
         instruments permitted by SEBI.
     14) ADRs / GDRs as permitted by Reserve Bank of India and Securities and Exchange Board of India
     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 New Fund Offerings (NFOs), 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.
     Under normal circumstances, the asset allocation under the Scheme will be as follows:
          Type of security                                              Approx. Allocation                 Risk Profile
                                                                        (% of corpus)**
          Equity & equity related securities                            70% to 100%                        Medium to High
          Debt, Money Market Instruments* & call money+                 0% to 30%                          Low to Medium

     Note: * Including securitised debt of upto 20% of the net assets
         ** Including derivatives instruments to the extent of 50% of the net assets and ADR/GDR to the extent of 15% of the
             net assets
         + Subject to RBI restrictions on participation in call money market.
                                                                                                                                              35
     Prudential ICICI Mutual Fund

          above percentages would be adhered to at the point of investment in a stock. The portfolio would be reviewed regularly to
          address any deviations from the aforementioned allocations due to market changes.
          Considering the inherent characteristics of the scheme, equity positions would have to be built-up gradually, and also sold
          off gradually. This would necessarily entail having large cash position before the portfolio is fully invested and during
          periods when equity positions are being sold off to book profits/losses or to meet redemption needs.
          It may be noted that no prior intimation/indication would be given to investors when the composition/asset allocation
          pattern under the scheme undergo changes within the permitted band as indicated above or for a defensive positioning of
          the portfolio with a view to protect the interest of the unitholders on a temporary basis. 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.
          The securities mentioned in the asset allocation pattern could be listed, unlisted, privately placed, secured or unsecured.
          The securities may be acquired through secondary market purchases, Initial Public Offering (IPO), other public offers, Private
          Placement, right offers (including renunciation) and negotiated deals.
     d)   Change in Investment Pattern
          Subject to the Regulations, the asset allocation pattern indicated above may change from time to time, keeping in view
          market conditions, market opportunities, applicable regulations and political and economic factors. It must be clearly
          understood that the percentages stated above are only indicative and not absolute and that they can vary substantially
          depending upon the perception of the Investment Manager, the intention being at all times to seek to protect the interests
          of the Unit holders. Such changes in the investment pattern will be for short term and defensive considerations.
          Provided further and subject to the above, any change in the asset allocation affecting the investment profile of the Scheme
          shall be effected only in accordance with the provisions of sub regulation (15A) of Regulation 18 of the Regulations, as
          detailed later in this document.
     e)   Terms of the Scheme
          1) Liquidity
          To provide liquidity to investors, the Fund proposes to provide repurchase facility at Quarterly intervals (for details, please
          refer to page no.36). The investors may redeem the units on the stipulated dates for redemption as mentioned in this offer
          document on page no.36 at NAV based prices, subject to the prevalent exit load provisions. The Fund will, under normal
          circumstances, endeavour to dispatch redemption cheques within T+3 Business Day from the date of acceptance of the
          redemption request at any of the official point(s) of transaction(s). 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 Units of the Scheme will not be listed on any exchange, for the present.
          a)    Redemption on Maturity
                The Scheme will come to an end on maturity date of the Scheme i.e. completion of 5 years period from the date of
                allotment. On maturity of the Scheme, the outstanding Units shall be redeemed and proceeds will be paid to the
                Unitholder.
                If the Date stipulated for Repurchase facility/ Redemption/ Maturity is a day which is a non-business day for the scheme,
                the redemption requests shall be accepted or the Scheme will mature, as the case may be, on the next business day for
                the Scheme.
          b)    Payment of Maturity Proceeds
                The Fund will sell the outstanding investments constituting the portfolio of the Scheme at the time of maturity of the
                Scheme. The securities listed on the Exchange would be sold on the Exchange. In case of securities which are not listed
                and debt securities, the AMC would initiate the process of asking for quotes from potential buyers / market
                intermediaries. The AMC shall ensure that the sale of the outstanding Portfolio Investments is at fair market value or
                at the highest bid.
                In the event that the proceeds of sale of the outstanding Portfolio Investments are insufficient to redeem the units in
                full, neither the AMC nor the Trustee shall be liable to the Unitholders provided that they have complied with the
                procedure set out above and have acted in good faith and in the best interest of the Unitholders.
          c)    Repurchase facility
                To provide liquidity to investors, the Fund proposes to provide repurchase facility at quarterly intervals on every 15th Day
                from the end of each Quarter.
                If such date happens to be the non-business day, repurchase facility would be available on following Business Day of
                the said date.
                The investors may redeem the units, before the maturity date, on the date stipulated above at NAV based prices (Please
                refer to “Redemption Price” on page 54), subject to the following exit load structure:




36
                                                                                                                 Prudential ICICI Mutual Fund


          Sr. No.        Investment Period                                                                                    Exit Load
          1              If the amount sought to be redeemed is invested for a period of one year
                         or less than one year from the date of allotment.                                                        5.00%
          2              If the amount sought to be redeemed is invested for a period more than
                         one year but less than or equal to two years from the date of allotment.                                 4.00%
          3              If the amount sought to be redeemed is invested for a period of more than
                         two years but less than or equal to three years from the date of allotment.                              3.00%
          4              If the amount sought to be redeemed is invested for a period of more than
                         three years but less than or equal to four years from the date of allotment.                             2.00%
          5              If the amount sought to be redeemed is invested for a period of more than
                         four years from the date of allotment but redeemed before the date of
                         maturity of the Scheme.                                                                                  1.00%
     However, the Trustee shall have a right to prescribe or modify the load structure with prospective effect subject to a
     maximum prescribed under the Regulations.
     Listing: Presently, Trustee does not intend to list the units of the Scheme on the Stock Exchange.
2.   Fees and Expenses
     a.       New Fund Offer expenses
              The new fund offer expenses charged to the Scheme in this Offer Document will be limited to 3.75% of the amount
              mobilised under the New Fund Offer. Under the Regulations, the Scheme is entitled to charge new fund offer expenses
              up to a maximum of 6% of initial resources raised under the Scheme. The new fund offer expenses charged to the
              Scheme may be amortised over a period not exceeding five years and would be included in the NAV. For details please
              refer page 57.
     b.       Recurring Expenses
              The details of recurring expenses of the Scheme, on an annual basis, have been stated on Page 58. 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%
              Subject to Regulations and this Offer Document, expenses over and above the prescribed limit shall be borne by the
              Asset Management Company.
     c.       Load
                    Entry Load
                    The Trustees for the present does not intent to charge any entry load on the investments made.
                    Exit Load
                    For the redemptions made before the Maturity Date of the Scheme, i.e redemptions made during the repurchase
                    facility period, the following exit load structure will be applicable:
                     Sr. No.      Investment Period                                                                           Exit Load
                     1            If the amount sought to be redeemed is invested for a period of one year
                                  or less than one year from the date of allotment.                                               5.00%
                     2            If the amount sought to be redeemed is invested for a period more than
                                  one year but less than or equal to two years from the date of allotment.                        4.00%
                     3            If the amount sought to be redeemed is invested for a period of more than
                                  two years but less than or equal to three years from the date of allotment.                     3.00%
                     4            If the amount sought to be redeemed is invested for a period of more than
                                  three years but less than or equal to four years from the date of allotment.                    2.00%
                     5            If the amount sought to be redeemed is invested for a period of more than
                                  four years from the date of allotment but redeemed before the date of
                                  maturity of the Scheme.                                                                         1.00%
                    However, the Trustee shall have a right to prescribe or modify the load structure with prospective effect subject to
                    a maximum prescribed under the Regulations.
              Subject to the Regulations, the Trustee reserves the right to modify/alter the load structure and may decide to introduce
              a differential load structure on the Units subscribed/redeemed on any Business Day. Such changes will be applicable for
              prospective investments. The Trustee shall arrange to display a notice in the Customer Service Centers of the AMC
              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 that 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
                                                                                                                                                37
     Prudential ICICI Mutual Fund

                 the load structure may be stamped in the acknowledgement slip issued by the Fund after the changes in load structure.
                 All loads including CDSC for each scheme shall be maintained in a separate account and may be utilised towards
                 meeting the selling and distribution expenses. Any surplus in this account may be credited to the scheme, whenever
                 felt appropriate by the AMC.
     f)   Changes in Fundamental Attributes
          The Trustees shall ensure that no change in the fundamental attributes of the Scheme or the trust or fee 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 Unit holder 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.
     g)   Investment Strategy - The Investment manager shall consider the following aspects for identifying the stocks to invest in:
                 The fund proposes to take long term call on stocks, which in an opinion of the Fund Manager offer better return over
                 a long period.
                 The fund proposes to concentrate on business and economic fundamentals driven by in-depth research techniques,
                 employing strong stock selection. Stock-picking process proposed to be adopted is generally a “bottom-up” approach,
                 seeking to identify companies with above-average profitability supported by sustainable competitive advantages and
                 also to use a “top-down” discipline for risk control by ensuring representation of companies from various industries.
                 On account of liquidity/risk considerations of the mid and small cap segment, the Fund would generally take a smaller
                 exposure over a large number of companies.
                 In stocks selection process, AMC proposes to consider stocks with long-term growth prospects but currently trading
                 at modest relative valuations given certain financial measurements such as their price-to-earnings ratios, dividend
                 income potential, and earnings power.
          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 Scheme 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, within a permissible limit of 50% of portfolio, which may be increased as permitted under the
          Regulations and guidelines from time to time.
          The SEBI has issued guidelines for participation in Derivative trading by Equity schemes of Mutual Funds vide its circular
          dated February 6, 2004, to determine permissible limits for participation in derivative trading by all equity schemes of the
          Fund. In accordance with the same following will be the Common Derivative Positions and Limits as approved by the Board
          of Directors of AMC, subject to overall permissible limit for derivative trading being at 50% of the portfolio of the Scheme:

             Sr. No.      Derivative               Action     Description                             Limit under the Scheme
             1            Index futures            Buy        Buy futures against cash to protect     To the extent of cash /
                                                              against rising market                   equivalents in the portfolio. Max.
                                                                                                      limit (50%) of portfolio
             2            Index futures            Sell       Hedging of portfolio against            Up to (100%) of equity portion
                                                              expected market downturn                of the fund
             3            Index Options - Call     Buy        Buy index calls against cash            To the extent of cash /
                                                              (existing /expected) to protect         equivalents in the portfolio. Max.
                                                              against rising market                   limit (100%) of portfolio
             4            Index Options - Call     Sell       Covered Call Sale- against existing     Up to (100%) of equity portion
                                                              portfolio                               of the fund
             5            Index Options - Put      Buy        Buy index puts to hedge existing        Up to (100%) of equity portion
                                                              portfolio                               of the fund
             6            Index Options - Put      Sell       Covered Put Sale- Possible top sell     To the extent of cash /
                                                              index puts against existing /           equivalents in the portfolio. Max.
                                                              expected cash                           limit (50%) of portfolio
             7            Stock futures            Buy        Buy against cash to protect against     To the extent of cash /
                                                              rising share prices                     equivalents in the portfolio. Max.
                                                                                                      limit (50%) of portfolio; per scrip
                                                                                                      limit (100%)
             8            Stock futures            Sell       Sell against existing stock – Hedging   To the extent of the particular
                                                              against downside on existing stock      scrip holding in the portfolio; per
                                                              in the face of expected volatility in   scrip limit 100%)
                                                              the stock price


38
                                                                                                           Prudential ICICI Mutual Fund


  Sr. No.     Derivative                 Action     Description                                Limit under the Scheme
  9           Stock options - Call       Buy        Buy against cash to protect against        To the extent of cash /
                                                    rising share prices                        equivalents 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
                                                    Hedging against downside on                scrip holding in the portfolio; per
                                                    existing stock in the face of expected     scrip limit 100%)
                                                    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.
Securitisation and Portfolio Sale
The Scheme will seek to invest in securitised debt upto 20% of the net assets of the scheme only when the returns from such
portfolio are expected to be higher than the other available securities at the time of making an investment. In making the
decision to invest upto 20% in securitised debt, it will be ensured that the ratings, risk profiles and the returns of securitised
debt instruments are compared with other equivalent eligible debt securities before making an investment decision.
The Scheme will adhere to the per issuer exposure limits with reference to securitised debt as specified under the SEBI
Regulations. Also in terms of SEBI Regulations, the issuer of the securitised debt would be considered to be the originator
of underlying receivables of assets and not the Trust/SPV.
Asset securitisation is a process whereby commercial or consumer credits are packaged and sold in the form of financial
instruments. A typical process of asset securitisation involves sale of specific Receivables to a Special Purpose Vehicle (SPV)
set up in the form of a trust or a company. The SPV in turn issues financial instruments (e.g., promissory notes, pass through
certificates or other debt instruments) to investors, such instruments evidencing the beneficial ownership of the investors
in the Receivables. The financial instruments are rated by an independent credit rating agency. An Investor’s Agent is
normally appointed for providing trusteeship services for the transaction.
On the recommendation of the credit rating agency, additional credit support (Credit Enhancement) may be provided in
order that the instrument may receive the desired level of rating. Typically the servicing of the Receivables is continued by the
seller in the capacity of the Servicer. Cash flows, as and when they are received, are passed onto the investors. Features of
securitisation transactions include:
      Absolute true sale of assets to an SPV (with defined purposes and activities) in trust for the investors;
      Reliance by the investors on the performance of the assets for repayment - rather than the credit of the Originator (the
      seller) or the Issuer (the SPV);
      Consequent to the above, “Bankruptcy Remoteness” from the Originator;
      Support for timely payments, inter-alia, in the form of suitable credit enhancements, if required;
      ?Securitised debt paper usually achieves a high investment grade credit rating;
      There is a diversification of economic risks as credit risk is spread over a diversified group of obligors.
Investment strategy for securitised debt
The Scheme will predominantly invest only in those securitisation issuances, which have AAA rating indicating the highest
level of safety from credit risk point of view at the time of making an investment.
Risk Analysis on underlying asset classes in Securitisation:
  Generally available Asset Classes for securitisation in India
  Commercial Vehicles
  Auto and Two wheeler pools
  Mortgage pools(residential housing loans)
  Personal Loan, credit card and other retail loans
  Corporate loans/receivables
In terms of specific risks attached to securitisation, each asset class would have different underlying risks, however, residential
mortgages are supposed to be having lower default rates as an asset class. On the other hand, repossession and subsequent
recovery of commercial vehicles and other auto assets is fairly easier and better compared to mortgages. Some of the asset
classes such as personal loans, credit card receivables etc., being unsecured credits in nature, may witness higher default
rates. As regards corporate loans/receivables, depending upon the nature of the underlying security for the loan or the
nature of the receivable the risks would correspondingly fluctuate. However, the credit enhancement stipulated by rating
                                                                                                                                          39
     Prudential ICICI Mutual Fund

          agencies for such asset class pools is typically much higher and hence their overall risks are comparable to other AAA rated
          asset classes.
          Investment exposure of the Scheme with reference to Securitised Debt:
          The Scheme will predominantly invest only in those securitisation issuances which have AAA rating indicating the highest
          level of safety from credit risk point of view at the time of making an investment.
          The Scheme may invest in various type of securitisation issuances, including but not limited to Asset Backed Securitisation,
          Mortgage Backed Securitisation, Personal Loan Backed Securitisation, Collateralized Loan Obligation / Collateralized Bond
          Obligation and so on.
          The Scheme does not propose to limit its exposure to only one asset class or to have asset class based sub-limits as it will
          primarily look towards the AAA rating of the offering.
          The Scheme will conduct an independent due diligence on the cash margins, collateralisation, guarantees and other credit
          enhancements and the portfolio characteristic of the securitisation to ensure that the issuance fits in to the overall objective
          of the investment in high investment grade offerings irrespective of underlying asset class.
          Position of Debt Market in India
          The debt market in India is estimated at about Rs.900,000 crores as of now. A bulk of the debt market consists of
          Government Securities. Other instruments available currently include Corporate Debentures, Bonds issued by Financial
          Institutions, Commercial Paper, Certificates of Deposits and Securitized Debt. Securities in the Debt market typically vary
          based on their tenure and rating. Government Securities have tenures from one year to thirty years whereas the maturity
          periods of the Corporate Debt varies from one year to 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               5.15-5.20%*               High
            GOI                     Treasury Bill                  364 days              5.55-5.60%*               High
            GOI                     Short Dated                    1-3 Yrs               5.65-6.30%**              High
            GOI                     Medium Dated                   3-5 Yrs               6.30-6.70%**              High
            GOI                     Long Dated                     5-10 Yrs              6.60-7.10%**              High
            Corporates              Taxable Bonds (AAA)            1-3 Yrs               6.10-6.70%***             Medium
            Corporates              Taxable Bonds (AAA)            3-5 Yrs               6.60-7.30%***             Low to medium
            Corporates              CPs (P1+)                      3 months              5.50-5.90%*               Medium to High
            Corporates              CPs (P1+)                      1 Yr                  5.95-6.20%*               Medium

          *Money Market yield
          **Semi-annual yield
          ***Annualised yield
          Fixed Income securities
          The AMC aims to identify securities, which offer superior levels of yield at lower levels of risks. With the aim of controlling
          risks rigorous in depth credit evaluation of the securities proposed to be invested in will be carried out by the investment
          team of the AMC. The credit evaluation includes a study of the operating environment of the issuer, the past track record
          as well as the future prospects of the issuer, the short as well as longer-term financial health of the issuer. Rated debt
          instruments in which the Scheme invests will be of investment grade as rated by a credit rating agency. The AMC will be
          guided by the ratings of Rating Agencies such as CRISIL, CARE, ICRA and Duff and Phelps Credit Rating India Limited or any
          other agency approved by SEBI, for this purpose. In case a debt instrument is not rated, such investments shall be made by
          an internal committee constituted by AMC to approve the investment in un-rated debt securities in terms of the parameters
          approved by the Board of Trustees and the Board of Asset Management Company.
          In addition, the investment team of the AMC will study the macro economic conditions, including the political, economic
          environment and factors affecting liquidity and interest rates. The AMC would use this analysis to attempt to predict the
          likely direction of interest rates and position the portfolio appropriately to take advantage of the same.
          The Scheme could invest in Fixed Income Securities issued by government, quasi government entities, corporate issuers,
          structured notes and multilateral agencies in line with the investment objectives of the Scheme as permitted by SEBI from
          time to time
     h)   Portfolio Turnover
          Portfolio turnover is defined as the aggregate of purchases and sales after reducing all subscriptions and redemptions and
          derivative transactions therefrom and calculated as a percentage of the average assets under management of the Scheme
          during a specified period of time.
          The AMC’s portfolio management style is conducive to a low portfolio turnover rate. However, the AMC will take advantage
          of the opportunities that present themselves from time to time because of the inefficiencies in the securities markets. The
          AMC will endeavour to balance the increased cost on account of higher portfolio turnover with the benefits derived
          therefrom.

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                                                                                                               Prudential ICICI Mutual Fund

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.
     b)   The AMC has an Internal Investment Committee comprising of the Managing Director, the Chief Investment Officer,
          Fund Managers 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.
     c)   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.
          The benchmark for the Scheme will be Nifty Junior.
          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.
          The Managing Director brings to the notice of the Board specific factors, if any, which are impacting the performance
          of any individual scheme. The Board on consideration of all relevant factors may, if necessary, give directions to AMC.
          Similarly, the performance of the schemes is submitted to the Trustees. The Managing Director explains to the Trustees
          the details on Schemes’ performance vis-à-vis the benchmark returns.
     d)   Subsequent to the issue of Circular No.MFD/CIR/9/120/2000 dated November 24, 2000, the AMC constituted an
          internal committee to approve the investment in un-rated debt securities. All such investments, as and when are made,
          will be placed before the Board of Directors of AMC for its review.
     e)   The AMC has been recording investment decisions since the receipt of instructions from SEBI, in terms of SEBI’s circular
          no. MFD/CIR/ 6 / 73 /2000 dated July 27, 2000.
j)   Exposure to Derivatives
     The Scheme 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, within a permissible limit of 50% of portfolio, which may be increased as permitted under the Regulations and
     guidelines from time to time
     The following information provides a basic idea as to the nature of the derivative instruments proposed to be used by the
     Scheme and the risks attached there with.
     Advantages of Derivatives
     The volatility in Indian markets both in debt and equity has increased over last few months. Derivatives provide unique
     flexibility to the Scheme to hedge part of its portfolio. Some of the advantages of specific derivatives are as under:
     Index Futures
     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)   Subject to Regulations, the Fund can sell futures to hedge against market movements effectively without actually
          selling the stocks it holds.
     Interest Rate Swaps and Forward rate Agreements
     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.
     The following are illustrations how derivatives work:
     Basic Details: Fixed to floating swap
     Notional Amount: Rs. 5 Crores
     Benchmark: CRISIL COMPOSITE BOND FUND INDEX
     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%

                                                                                                                                              41
     Prudential ICICI Mutual Fund

          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.
          Basic Structure of a Stock Index Future
          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 short-term interest rates.
          Example:
          Assumptions:
          1 month BSE 30 Future
          Spot Index: 4900
          Future Price on day 1: 4920
          Fund buys 10,000 futures
          Date of settlement
          Future price = Closing spot price = 4950
          Profits for the Fund = (4950-4920)*10000 = Rs 300,000
          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
          mis-pricing of the future at the time of purchase.
          Valuation of Derivative Products
          a)    The traded derivatives shall be valued at market price in conformity with the stipulations of sub clauses (i) to (v) of clause
                1 of the Eighth Schedule to the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended
                from time to time.
          b)    The valuation of un-traded derivatives shall be done in accordance with the valuation method for un-traded investments
                prescribed in sub clauses (i) and (ii) of clause 2 of the Eighth Schedule to the Securities and Exchange Board of India
                (Mutual Funds) Regulations, 1996 as amended from time to time.
     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 new fund offer expenses in respect of any Scheme will not exceed 6% of the Funds raised under that Scheme.
          2)    A mutual fund scheme shall not invest more than 15% of its NAV in debt instruments issued by a single issuer, which
                are rated not below investment grade by a credit rating agency authorised to carry out such activity under the SEBI Act.
                Such investment limit may be extended to 20% of the NAV of the scheme with the prior approval of the Board of
                Trustees and the Board of Asset Management Company. Provided that, such limit shall not be applicable for investments
                in government securities and money market instruments. Provided further that investment within such limit can be
                made in mortgage backed securitised debt which are rated not below investment grade by a credit rating agency
                registered with SEBI. With respect to investments in securitized debt (mortgage backed securities/asset backed securities),
                issuer would be considered to be the originator of underlying receivables of assets such as mortgage backed securities/
                asset backed securities / collaterialised debt obligations etc. in which the scheme/plan has invested and not the Trust/
                SPV.
          3)    A mutual fund scheme shall not invest more than 10% of its NAV in un rated 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.
42
                                                                                                                  Prudential ICICI Mutual Fund

     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.
            No investment management fees shall be charged for investing in other schemes of the Fund or in the schemes of any
            other mutual 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) Presently the Scheme does not propose to engage in Stock lending activities. However, the Scheme can, with the
         Trustees prioir approval, engage in Stock Lending activities in future subject to necessary disclosures to the unitholders
         and 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.
     14) No Close-ended mutual fund scheme shall invest more than 10% 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 or in call deposits.
     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.
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, authorizing it to carry on activities as underwriters.
     The capital adequacy norms for the purpose of underwriting shall be the net assets of the Scheme and the underwriting
     obligation of the Scheme shall not at any time exceed the total net asset value of the Scheme.
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.

                                                                                                                                                 43
     Prudential ICICI Mutual Fund

          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.
                 (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).




44
                                                                                                             Prudential ICICI Mutual Fund

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.
      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.



                                                                                                                                            45
     Prudential ICICI Mutual Fund

                       Securities with both Put and Call option on the same day
                       The securities with both Put and Call option on the same day would be deemed to mature on the Put/Call day and
                       would be valued accordingly.
                       (i)   Government securities
                             Government securities will be valued at yield to maturity based on the prevailing market rate
                       Illiquid Securities
                       (a)   Aggregate value of “illiquid securities” of scheme, which are defined as non-traded, thinly traded and
                             unlisted equity shares, shall not exceed 15% of the total assets of the scheme and any illiquid securities held
                             above 15% of the total assets shall be assigned zero value.
                             Provided that in case any scheme has illiquid securities in excess of 15% of total assets as on September 30,
                             2000 then such a scheme shall within a period of two years bring down the ratio of illiquid securities within
                             the prescribed limit of 15% in the following time frame:
                             (i)    all the illiquid securities above 20% of total assets of the scheme shall be assigned zero value on
                                    September 30, 2001.
                             (ii) All the illiquid securities above 15% of total assets of the scheme shall be assigned zero value on
                                  September 30, 2002.
                       (b) All funds shall disclose as on March 31 and September 30 the scheme-wise total illiquid securities in value
                           and percentage of the net assets while making disclosures of half yearly portfolios to the unitholders. In the
                           list of investments, an asterisk mark shall also be given against all such investments, which are recognised as
                           illiquid securities.
                       (c)   Mutual Funds shall not be allowed to transfer illiquid securities among their schemes w.e.f. October 1, 2000.
                       (d) In respect of closed ended funds, for the purposes of valuation of illiquid securities, the limits of 15% and
                           20% applicable to open-ended funds should be increased to 20% and 25% respectively.
                       (e)   Where a scheme has illiquid securities as at September 30, 2001 not exceeding 15% in the case of an open-
                             ended fund and 20% in the case of closed fund, the concessions of giving time period for reducing the
                             illiquid security to the prescribed limits would not be applicable and at all time the excess over 15% or 20%
                             shall be assigned nil value.
          v)    Value of “Rights” entitlement
                a)     Until they are traded, the value of the “rights” entitlement would be calculated as:
                       Vr    =          n/m x (Pex – Pof)
                       where
                       Vr    =          Value of rights
                       n     =          no. of rights Offered
                       m     =          no. of original shares held
                       Pex =            Ex-Rights price
                       Pof   =          Rights Offer price
                b)     Where the rights are not traded pari-passu with the existing shares, suitable adjustments would be made to the
                       value of rights. Where it is decided not to subscribe for the rights but to renounce them and renunciations are
                       being traded, the rights would be valued at the renunciation value.
          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 1%.
                The valuation guidelines as outlined above are as per prevailing Regulations and are subject to change from time to
                time in conformity with changes made by SEBI.
          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.
46
                                                                                                             Prudential ICICI Mutual Fund

          NAV of units under the Scheme shall be calculated as shown below :
                    Market or Fair Value of Scheme’s investments + Current Assets
                                   - Current Liabilities and Provision
              NAV (Rs.) =_____________________________________________________
                               No. of Units outstanding under Scheme
          The NAV of the Scheme will be calculated as of the close of every Business Day. The valuation of the Scheme’s assets and
          calculation of the Scheme’s NAV shall be subject to audit on an annual basis and such regulations as may be prescribed
          by SEBI from time to time.
n)   Accounting Policies & Standards
     In accordance with the Regulations, the AMC will follow the accounting policies and standards, as detailed below:
     a)   The AMC, for each Scheme , shall keep and maintain proper books of account, records and documents, so as 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.
     j)   When units are sold, after considering the equalization as above, the difference between the sale price and the face
          value of the Unit, if positive, shall be credited to reserves and if negative, shall be debited to reserve, the face value
          being credited to Capital Account. Similarly, when the Units are repurchased, after considering the equalization as
          above, the difference between the purchase price and face value of the Unit, if positive, shall be debited to reserves and,
          if negative, shall be credited to reserves, the face value being debited to the Capital Account.
     k)   The cost of investments acquired or purchased shall include brokerage, stamp charges and any charge customarily
          included in the broker’s bought note. In respect of privately placed debt instruments any front-end discount offered
          shall be reduced from the cost of the investment.
     l)   Underwriting commission shall be recognized as revenue only when there is no devolvement on the Scheme and its
          Plans. Where there is devolvement on the Scheme and the Plans thereunder, the full underwriting commission received
          and not merely the portion applicable to the devolvement shall be reduced from the cost of the investment.
     The accounting policies and standards outlined above are as per the existing Regulations and are subject to change as per
     changes in the Regulations.

                                                                                                                                            47
     Prudential ICICI Mutual Fund

                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.
                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

48
                                                                                                              Prudential ICICI Mutual Fund

      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.




                                                                                                                                             49
     Prudential ICICI Mutual Fund


                                                                 SECTION III

                                                   UNITS & THE NEW FUND OFFER

     General Information
     a)   Minimum Subscription Amount
          The scheme seeks to raise a minimum subscription of Rs.1 Lakh during the New Fund Offer. There is no maximum amount
          proposed to be collected under the Scheme during the New Fund Offer
     b)   Offer Price
          The corpus of the Scheme will be divided into Units having a face value of Rs.10 each. Units can be purchased at this price
          during the New Fund Offer, subject to new fund offer expenses and entry load, as stated in this offer document.
     c)   Minimum Amount for Application
          The minimum application amount for the Scheme is Rs.5000 (plus in multiple of Re.1).
     d)   New Fund Offer Expenses
          The new fund offer expenses charged to the Scheme in this Offer Document will be limited to 3.75% of the amount
          mobilised under the New Fund Offer (NFO). Under the Regulations, the Scheme is entitled to charge new fund offer
          expenses up to a maximum of 6% of initial resources raised under the Scheme. The new fund offer expenses charged to the
          Scheme may be amortised over a period not exceeding five years and would be included in the NAV. However, the same
          would not be included in the NAV for determination of Investment management and Trustee fees. The above is as per the
          SEBI Regulations. The same is illustrated as under:
                Face value                                                                                  A          Rs. 10.00
                Entry Load                                                                                  B          Nil
                Issue Price (A+B)                                                                           C          10.00
                NFO Expenses (3.75% of A)                                                                   D          Re. 0.3750
                Maximum NFO Expenses (B+D)                                                                  E          Re. 0.3750
                NFO expenses borne out of Entry load                                                        F          Nil
                Balance NFO expenses to be charged to the Scheme (E-F)                                      G          0.3750
                Amount available for investment for every Rs. 10 (C-E)                                      H          9.625
                Amortisation of new fund offer expenses per unit per day for 5 years (G/1825 days)          I          Re.0.0002
                Balance NFO expenses to be carried forward (G-I)                                            J          Re. 0.3748
                NAV on first day (A-I)                                                                      K          9.9998
          The above example is for the illustration purpose only. The actual NAV will vary depending on the extent of actual NFO
          expenses being charged to the Scheme within the permitted range as defined in this offer document and whether the new
          fund offer expenses are amortised or are charged to the Scheme without amortisation. The above example is also subject
          to rounding-off.
     e)   Options and Investment plans offered under the Scheme
          Investors under the Prudential ICICI Fusion Fund have the choice of a Growth Option or a Dividend Option at present. There
          will be two separate NAVs, one for the Growth Option and another for the Dividend Option, after declaration of the first
          dividend under the Scheme. Both the Options viz., Growth and Dividend will share the same portfolio.
          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.
          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 Scheme. To the extent the net surplus
                  is not distributed, the same will remain invested in the Scheme and be reflected in the NAV. The dividends declared, if
                  any, will be paid-out to the investors.
          The Dividend option will be the default option and hence if an investor fails to specify the option applied for, he will be
          allotted units under the Dividend option of the Scheme.
          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.



50
                                                                                                                Prudential ICICI Mutual Fund

g)   How to Switch
     Unit holders of the existing schemes of Prudential ICICI Mutual Fund have the right to switch their units/ investments to the
     Prudential ICICI Fusion Fund during the New Fund Offer (NFO) only.
     For switch-in requests received during the New Fund Offer of the Scheme, the switch-outs requests from the Source scheme
     will be effected based on the applicable NAV of the Source scheme, as on the last day of the NFO. Whereas the switch-in
     requests under the Scheme will be processed on the date of the allotment of the Units in case of switches received during
     the New Fund Offer. AMC shall not be liable for losses incurred, if any, by the investor due to the time lag between switch-
     outs happening on the last day of NFO and the Switch-in into the Scheme to be processed on the Allotment date.
     Unitholders of the existing schemes intending to switch in during the NFO are requested to fill in fresh application form of
     this Scheme.
h)   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 or on non-repatriation
           basis
           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.
           Any other category of investor who may be notified by Trustees from time to time by display on the website of the AMC.
l)   How to apply?
     i)    New Fund Offer
           Application Forms will be available at the official Point of Acceptance of Transactions as notified by the Fund.
           Kindly retain the acknowledgement slip initialled/stamped by the collecting agency.
     ii)   Resident Investors – Mode of Payment
           Investors may make payments for subscription to the Units of the Scheme by local cheque/bank draft, drawn on any
           bank branch. Cheques/demand drafts should be drawn in favour of “Prudential ICICI Fusion Fund”, and must be
           crossed “Account Payee Only”. Cash will not be accepted at the Customer Service Centres.
           The cheque/demand draft should be payable at the Centre where the application is lodged. The cheque/demand draft
           should be drawn on any Bank which is situated at and is a member/sub-member of the Bankers’ Clearing House.
           Cheques/demand drafts drawn on a Bank not participating in the Clearing House will not be accepted.
           Payments by Stock invests and out-station and/or post-dated cheques will not be accepted. Bank charges for
           out-station demand drafts (as defined herein) will not be borne by the AMC.
           The Fund will reimburse demand draft charges subject to maximum of Rs. 10,000/- per transaction for purchase of
           units by investors residing at location where the AMC Customer Service Centers/ Collection Centers are not located as
           per the table below:
             Amount of Investment                                            Rate of Charges for Demand Draft(s)
             Upto Rs.10,000/-                                                At actual subject to a maximum of Rs. 50/-
             Above Rs.10,000/-                                               Rs. 2/- per Rs. 1000/-
           AMC reserves the right to refuse the reimbursement of demand draft charges, in case of investments made by the same
           applicant(s) through multiple applications at its own discretion which will be final and binding on the investor.
           Investors residing at places other than where the AMC Customer Service Centers/ Collection Centers are located, are
           requested to make the payment by way of demand draft(s) after deducting 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.

                                                                                                                                               51
     Prudential ICICI Mutual Fund

                No demand draft charges will be reimbursed by the Fund for purchase of Units by investors residing at such locations
                where the Customer Service Centers/Collection Centers of the AMC are located.
                The Trustee shall have absolute discretion to accept/reject any application for purchase of Units, if in the opinion of the
                Trustee, increasing the size of Scheme’s Unit capital is not in the general interest of the Unitholders, or the Trustee for
                any other reason believes it would be in the best interest of the Schemes or its Unitholders to accept/reject such an
                application.
          (iii) NRIs, FIIs
                NRIs:
                In terms of Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000, RBI has granted general permission to
                NRIs to purchase, on a repatriation basis units of domestic mutual funds. Further, the general permission is also
                granted to NRIs to sell the units to the mutual funds for repurchase or for the payment of maturity proceeds, provided
                that the units have been purchased in accordance with the conditions set out in the aforesaid notification.
                For the purpose of this section, the term “mutual funds” is as referred to in Clause (23D) of Section 10 of Income-Tax
                Act 1961.
                However, NRI investors, if so desired, also have the option to make their investment on a non-repatriable basis.
                In case of NRI investments, the applications and the Rupee Draft have to be accompanied by the debit certificate from
                the bank on which cheque is drawn. .
                In case the debit certificate is not provided, the AMC reserves the right to reject the application of the NRI investors.
                FIIs :
                In terms of Schedule 5 of Notification no. FEMA 20/2000 dated May 3, 2000. RBI has granted general permission to
                a registered FII to purchase on a repatriation basis units of domestic mutual funds subject to the conditions set out in
                the aforesaid notification. Further, the general permission is also granted to FIIs to sell the units to the mutual funds for
                repurchase or for the payment of maturity proceeds, provided that the units have been purchased in accordance with
                the conditions set out in the aforesaid notification.
                For the purpose of this section, the term “mutual funds” is as referred to in Clause (23D) of Section 10 of Income-Tax
                Act 1961.
                The Rupee Draft in case of NRI and FII investments should drawn in favour of – “Prudential ICICI Fusion Fund –
                NRI/FII A/c”
          iv) Mode of Payment on Repatriation basis
                FIIs may pay their subscription amounts either by way of inward remittance through normal banking channels or out
                of funds held in Foreign Currency Account or Non-resident Rupee Account maintained by the FII with a designated
                branch of an authorized dealer with the approval of the RBI subject to the terms and conditions set out in the aforesaid
                notification.
                In case Indian rupee drafts are purchased abroad or from Foreign Currency Accounts or Non-resident Rupee Accounts
                an account debit certificate from the Bank issuing the draft confirming the debit shall also be enclosed.
                In case of NRIs and persons of Indian origin residing abroad, payment may be made by way of Indian Rupee drafts
                purchased abroad and payable at the collecting bank branch locations of ICICI Bank 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 Fusion Fund – NRI/FII A/c” and crossed
                “Account Payee Only”. In case Indian Rupee drafts are purchased abroad or from FCNR/NRE A/c. an account debit
                certificate from the Bank issuing the draft confirming the debit shall also be enclosed.
          v)    Mode of payment on Non-Repatriation basis
                In case of NRIs /Persons of Indian origin seeking to apply for Units on a non-repatriation basis, payments may be made
                by cheques/demand drafts drawn out of Non-Resident Ordinary (NRO) accounts/ Non-Resident Special Rupee (NRSR)
                accounts and Non Resident Non-Repatriable (NRNR) accounts payable at the city where the Application Form is
                accepted. In case the necessary details are not provided, then the prevalent provision of the SEBI Regulations shall
                apply.
          vi) Investments of the minor investor on attaining majority
                Upon attaining majority, a minor has to write to the fund, giving his specimen signature duly authenticated by his
                banker as well his new bank mandate, PAN details, UIN details (if applicable as per prevalent SEBI Guidelines) in order
                to facilitate the Fund to update its records and permit the erstwhile minor to operate the account in his own right.
          vii) Application under Power of Attorney/ Body Corporate/ Registered Society/ Trust/ Partnership
                Every investor, depending on the category under which he/she/ it falls, is required to provide the relevant documents
                alongwith the application form as may be prescribed by AMC.
                In case of an application under the Power of Attorney or by a limited company, body corporate, registered society, trust
                or partnership etc., the relevant Power of Attorney or the relevant resolution or authority to make the application as the
                case may be, or duly certified copy thereof, along with the memorandum and articles of association/bye-laws must be
                lodged at the Registrar’s Office at the time of submission of application.
52
                                                                                                             Prudential ICICI Mutual Fund

         In case an investor has issued Power of Attorney (POA) for making investments, switches, redemptions etc. under his
         folio, both the signature of the investor and the POA holder have to be clearly captured in the POA document to be
         accepted as a valid document. At the time of making redemption / switches the fund would not be in a position to
         process the transaction unless, POA holder’s signature is available in the POA or proof of identity alongwith signature
         is produced along with the POA.
     viii) Joint Applicants
         In the event an Account has more than one registered owner, the first-named holder (as determined by reference to the
         original Application Form) shall receive the Account Statement, all notices and correspondence with respect to the
         Account, as well as the proceeds of any redemption requests or dividends or other distributions. In addition, such
         Unitholders shall have the voting rights, as permitted, associated with such Units, as per the applicable guidelines.
         Applicants can specify the ‘mode of holding’ in the Application Form as ‘Jointly’ or ‘Anyone or Survivor’. In the case of
         holding specified as ‘Jointly’, redemptions and all other requests relating to monetary transactions would have to be
         signed by all joint holders. However, in cases of holding specified as ‘Anyone or Survivor’, any one of the Unitholders
         will have the power to make redemption requests, without it being necessary for all the Unitholders to sign. However,
         in all cases, the proceeds of the redemption will be paid to the first-named holder.
     ix) Nomination Facility
         The Scheme provides for the nomination facility as permitted under the Regulations.
         Nomination Forms are available alongwith the application forms at any of the Customer Service Centres of the AMC.
         It may, however, be noted that in the event of death of the Unitholder and in the event a nominee has been named, the
         nominee shall stand transposed in respect of the Units held by the Unit holder. Such nominee (new Unit holder) will
         hold the Units in trust for and on behalf of the estate of the original Unit holder and his / her legal heirs. Such payments
         made by the AMC shall be full and valid discharge of the AMC / Fund from all further liabilities in respect of the sums
         so paid.
         The AMC shall have the right to ask for any additional information / documentation as it may deem necessary to satisfy
         itself as to the identity of the Nominee/ Claimant including but not limited to procuring an Indemnity Bond.
         Where the units are held by more than one person jointly, the joint unitholders may together nominate a person in
         whom all the rights in the units shall vest in the event of death of all the joint unit holders.
j)   Issuance of Units
     Subject to receipt of minimum subscription amount, full allotment will be made to all valid applications received during the
     New Fund Offer. Allotment of units will be completed not later than 30 days after the close of the New Fund Offer.
k)   Account Statements
     An Account Statement will be sent by ordinary post to each Unitholder, stating the number of Units allotted, not later than
     30 days from the close of New Fund Offer.
     In case the investor provides the e-mail address, the Fund will provide the Account Statement only through e-mail message.
     The Account Statements shall be non-transferable. If the Unitholder so desires, non-transferable unit certificates will be
     issued within six weeks of the receipt of request for the certificate.
     Allotment of Units and despatch of Account Statements to FIIs will be subject to RBI approval.
l)   Refunds
     In accordance with the Regulations, if the Scheme fails to collect the minimum subscription amount specified on Page 50,
     the Fund shall be liable to refund the money to the applicants.
     In addition to the above, refund of subscription money to applicants whose applications are invalid for any reason
     whatsoever will commence immediately after the allotment process is completed. Refunds will be completed within six
     weeks of the close of the New Fund Offer. If the Fund refunds the amount after six weeks, interest @ 15% per annum shall
     be paid by the AMC. Refund orders will be marked “A/c. Payee only” and drawn in the name of the applicant in the case of
     sole applicant and in the name of the first applicant in all other cases. All refund cheques will be sent by Registered Post
     A.D.
     As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account numbers in their
     applications for purchase or Redemption of Units.
     Further any application without the mandatory details such as the bank mandate are liable to be rejected.
     If the Unitholder fails to provide the Bank mandate, the request for redemption would be considered as not valid and the
     Fund retains the right to reject/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.
m) Redemption of Units
     The Units can be redeemed on the dates when repurchase facility is provided (i.e., sold back to the Fund), at the Applicable
     NAV (hereinafter defined), subject to adjustment of exit load, if applicable, commencing from not later than 30 days after
     the close of the New Fund Offer. Redemption requests can be made by unit holders in amounts, with a minimum of Rs 500
     and multiples thereof.



                                                                                                                                            53
     Prudential ICICI Mutual Fund

          A Unit holder may request redemption of a specified amount or a specified number of Units, (subject to the minimum
          redemption amount as mentioned above) the number of Units specified will be considered for deciding the redemption
          amount. If only the redemption amount is specified by the Unit holder, the Fund will divide the redemption amount so
          specified by the Applicable NAV based price to arrive at the number of Units.
          In case an investor has purchased Units on more than one Business Day, 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.
          Unitholders may also request for redemption of their entire holding and close the account by indicating the same at the
          appropriate place in the Redemption Request Form.
          i)    Redemption Price
                The Redemption Price of the Units will be based on the Applicable NAV subject to the prevalent exit load provisions.
                The Redemption Price of the Units will be computed as follows:
                Redemption Price = Applicable NAV * (1-Exit Load, if any).
                The redemption will be at Applicable NAV based prices subject to applicable load structure. Please see section “ Load
                Structure” on page 57 for details of exit load
                However, subject to the maximum load as permitted under the Regulations, the Trustee has a right to fix, from time to
                time, the exit load payable by the investors under the Scheme. 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 matter prescribed by SEBI as outlined in Page 57.
                The Fund shall ensure that the Redemption Price is not lower than 95% of the NAV.
          ii)   Applicable NAV
                (i)   Purchases including switch ins: Investors can subscribe to the Units of the Scheme at Face value during the New
                      Fund Offer Period only.
                      In respect of valid applications received upto closing business hours of the last day of New Fund Offer Period by
                      the Mutual Fund alongwith a local cheque or a demand draft payable at par at the place where the application is
                      received, the units will be issued at par.
                      No applications will be accepted after the cut-off time by the Mutual Fund.
                      In respect of valid applications with outstation cheques/ demand drafts not payable at par at the place where the
                      application is received also, the units will be issued at par.
                (ii) Redemptions: In respect of valid applications received upto the cut-off time on the business day on which
                     repurchase facility is provided as prescribed on page no. 36 by the Mutual Fund, same day’s closing NAV shall be
                     applicable.
                      No applications will be accepted after the cut-off time on the business day on which repurchase facility is provided
                      by the Mutual Fund, as stated above.
                      Cut-off time for Purchases on the last day of New Fund Offer Period and for redemptions 3.00 p.m.
                (iii) 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 respective cut-off
                      times for purchase and sale transactions.
                      For purchase transactions through the website of the Fund, following rules will apply:
                      (a) Internet Banking: As stated above, provided the electronic bank confirmation is received simultaneously for
                          web-based transactions using internet banking.
                      (b) Applications accompanied by physical cheques/ Demand Drafts: The units will be issued at par, on receipt of
                          physical transaction request at the nearest official point of transaction of the AMC within 3 business days
                          from the date of transaction.
                iv) Redemption on Maturity
                      The units will be compulsorily redeemed in full, without any action on part of the unitholders on the completion
                      of 5 years from the date of allotment.
                v)    Payment of Maturity Proceeds
                      The Fund will sell the outstanding investments constituting the portfolio of the Scheme at the time of maturity of
                      the Scheme. The securities listed on the Exchange would be sold on the Exchange. In case of securities which are
                      not listed and debt securities, the AMC would initiate the process of asking for quotes from potential buyers /
                      market intermediaries. The AMC shall ensure that the sale of the outstanding Portfolio Investments is at fair
                      market value or at the highest bid.
                      In the event that the proceeds of sale of the outstanding Portfolio Investments are insufficient to redeem the units
                      in full, neither the AMC nor the Trustee shall be liable to the Unitholders provided that they have complied with
                      the procedure set out above and have acted in good faith and in the best interest of the Unitholders.

54
                                                                                                   Prudential ICICI Mutual Fund

vi) Payment of Maturity Proceeds to NRIs/FIIs
     Credit balances in account of the NRI/FII will be subject to any procedures laid down by the RBI. Such maturity
     proceeds will be paid by means of a rupee cheque payable to the designated NRE/NRO account of the unit holder
     or by a US dollar (or any other currency) draft drawn at the exchange rates prevailing at that time and subject to RBI
     procedures and approvals and subject to deduction of tax at source, as applicable. All bank charges in connection
     with such payment will have to be borne by the unit holder and / or the Scheme by way of ongoing expenses.
     Payment to NRI/FII unit holder will be subject to the relevant laws/guidelines of the Reserve Bank of India as are
     applicable from time to time (subject to deduction of tax at source as applicable).
     a.   Wherever the investment is made on repatriation basis, the amount representing the dividend and maturity
          proceeds may be remitted through normal banking channel or credited to NRE/FCNR/NRO/NRNR account of
          the non-resident investor.
     b.   Where the investment is made by remittance from abroad through normal banking channel or by debit to
          NRE/FCNR/NRO account of the non-resident investor on non-repatriation basis, the dividend and maturity
          proceeds may be credited to the NRO/NRNR account of the non-resident investor.
     c.   Where the investment is made by debit to NRNR account of the non-resident investor, the dividend and
          maturity proceeds shall be credited to NRNR account of the non-resident investor.
     d.   In case of FIIs, dividend and maturity proceeds will be paid by means of rupee cheque payable to the Special
          Non- Resident Rupee Account maintained with a designated bank.
     The Fund will not be liable for any delays or for any loss on account of exchange fluctuations, while converting the
     rupee amount in US Dollar or any other currency.
     As per the directives issued by SEBI, it is mandatory for applicants to mention their bank account numbers
     in their applications for purchase or redemption of Units. If the Unitholder fails to provide the Bank mandate,
     the request for redemption would be considered as not valid and the Fund retains the right to reject/withhold 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
     purchase of Units) is realized 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.
vi) Non receipt of email communication by Investors
     When an investor has communicated his/her e-mail address and has provided consent for sending communication
     only through email, the Mutual Fund / Registrars are not responsible for email not reaching the investor and for
     all consequences thereof.
     The Investor shall from time to time intimate the Mutual Fund / its transfer agents about any changes in the email
     address.
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)   Signature mismatch cases
     While processing the redemption / switch out request in case the AMC / Registrar come across a signature
     mismatch, then the AMC/ Registrar reserves the right to process the redemption only on the basis of supporting
     documents confirming the identity of the investors. List of such documents would be notified by AMC from time
     to time on its website.
xi) 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.
                                                                                                                                  55
     Prudential ICICI Mutual Fund

                      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).
                      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, intimation would be sent to SEBI in advance
                      providing details of circumstances and justification for the proposed action shall also be informed.
                xii) Suspension of Sale and Redemption of Units
                      The Trustee and the Board of Directors of the AMC may decide to temporarily suspend determination of NAV of
                      the Scheme offered under this Document, and consequently sale and redemption of Units, in any of the following
                      events:
                      1.    When one or more stock exchanges or markets, which provide basis for valuation for a substantial portion of
                            the assets of the Scheme are closed otherwise than for ordinary holidays.
                      2.    When, as a result of political, economic or monetary events or any circumstances outside the control of the
                            Trustee and the AMC, the disposal of the assets of the Scheme is not reasonable, or would not reasonably be
                            practicable without being detrimental to the interests of the Unitholders.
                      3.    In the event of breakdown in the means of communication used for the valuation of investments of the
                            Scheme, without which the value of the securities of the Scheme cannot be accurately calculated.
                      4.    During periods of extreme volatility of markets, which in the opinion of the AMC are prejudicial to the
                            interests of the Unitholders of the Scheme.
                      5.    In case of natural calamities, strikes, riots and bandhs.
                      6.    In the event of any force, majeure or disaster that affects the normal functioning of the AMC or the Registrar.
                      7.    If so directed by SEBI.
                      In the above eventualities, the time limits indicated above, for processing of requests for purchase and redemption
                      of Units will not be applicable.
                      Suspension or restriction of repurchase/ redemption facility under any scheme of the mutual fund shall be made
                      applicable only after obtaining the approval from the Boards of Directors of the AMC and the Trustees. After
                      obtaining the approval from the AMC Board and the Trustees, an intimation would be sent to SEBI in advance
                      providing details of circumstances and justification for the proposed action shall also be informed.
                xiii) Permanent Account Number (PAN)
                      If the application is for 50,000 or more, then the PAN and IT Circle/Ward/District (if available) of the applicant
                      should be mentioned and a copy of PAN Card/Form 60/ 61 should be attached with the application form. In case
                      of any person who does not have a permanent account number shall make a declaration in Form No.60/61. Any
                      application form without these details will not be accepted by the fund.
                xiv) Unique Identification Number (UIN)
                      As per the directives issued by SEBI, obtaining / quoting UIN has been temporarily suspended. If it is made
                      mandatory in future, for applicants who are termed as specified investor, to quote UIN (Unique Identification
                      Number) (allotted under SEBI MAPIN Regulation) in the application form, any application form without these
                      details may not be accepted by the fund.
                xv) Dormant Account Locking
                      Investment Folios under which there are no transactions for last 24 months shall be classified as dormant folios.
                      Redemption, change of address and change of bank requests in such accounts will be put through only after
                      secondary checks and such additional safeguards that may be stipulated from time to time.




56
                                                                                                            Prudential ICICI Mutual Fund


                                                         SECTION IV

                                     LOAD STRUCTURE, FEES AND EXPENSES

A) LOAD STRUCTURE OF THE SCHEME
          Entry Load
          The Trustees for the present does not intent to charge any entry load on the investments made.
          Exit Load
          For the redemptions made before the Maturity Date of the Scheme, i.e redemptions made            during the repurchase
          facility period, the following exit load structure will be applicable:
            Sr. No.    Investment Period                                                                                 Exit Load
            1          If the amount sought to be redeemed is invested for a period of one year
                       or less than one year from the date of allotment.                                                     5.00%
            2          If the amount sought to be redeemed is invested for a period more than
                       one year but less than or equal to two years from the date of allotment.                              4.00%
            3          If the amount sought to be redeemed is invested for a period of more than
                       two years but less than or equal to three years from the date of allotment.                           3.00%
            4          If the amount sought to be redeemed is invested for a period of more than
                       three years but less than or equal to four years from the date of allotment.                          2.00%
            5          If the amount sought to be redeemed is invested for a period of more than four years
                       from the date of allotment but redeemed before the date of maturity of the Scheme.                    1.00%
          However, the Trustee shall have a right to prescribe or modify the load structure with prospective effect subject to a
          maximum prescribed under the Regulations.
          Subject to the Regulations, the Trustee reserves the right to modify/alter the load structure and may decide to introduce
          a differential load structure on the Units subscribed/redeemed on any Business Day. Such changes will be applicable for
          prospective investments. The Trustee shall arrange to display a notice in the Customer Service Centers of the AMC
          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 that 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.
          All loads including CDSC for each scheme shall be maintained in a separate account and may be utilised towards
          meeting the selling and distribution expenses. Any surplus in this account may be credited to the scheme, whenever
          felt appropriate by the AMC.
B)   FEES AND EXPENSES OF THE SCHEME
     As per the provisions of the Regulations, read with the amendments thereto, the following fees and expenses will be
     charged to the Scheme:
     i.   New Fund Offer Expenses
          The new fund offer expenses charged to the Scheme in this Offer Document will be limited to 3.75% of the amount
          mobilised under the New Fund Offer. Under the Regulations, the Scheme is entitled to charge new fund offer expenses
          up to a maximum of 6% of initial resources raised under the Scheme. The new fund offer expenses charged to the
          Scheme may be amortised over a period not exceeding five years and would be included in the NAV. However, the same
          would not be included in the NAV for determination of Investment management and Trustee fees. The above is as per
          the SEBI Regulations. The same is illustrated as under:
            Face value                                                                                 A         Rs. 10.00
            Entry Load                                                                                 B         Nil
            Issue Price (A+B)                                                                          C         10.00
            NFO Expenses (3.75% of A)                                                                  D         Re. 0.3750
            Maximum NFO Expenses (B+D)                                                                 E         Re. 0.3750
            NFO expenses borne out of Entry load                                                       F         Nil
            Balance NFO expenses to be charged to the Scheme (E-F)                                     G         0.3750
            Amount available for investment for every Rs. 10 (C-E)                                     H         9.625
            Amortisation of new fund offer expenses per unit per day (G/1825 days)                     I         Re.0.0002
            Balance NFO expenses to be carried forward (G-I)                                           J         Re. 0.3748
            NAV on first day (A-I)                                                                     K         9.9998
          The above example is for the illustration purpose only. The actual NAV will vary depending on the extent of actual NFO
          expenses being charged to the Scheme within the permitted range as defined in this offer document and whether the
          initial expenses are amortised or are charged to the Scheme without amortisation. The above example is also subject
          to rounding-off.
                                                                                                                                           57
     Prudential ICICI Mutual Fund

           i.   Estimated Recurring Expenses
                   Description                                                                  (% per annum of average net assets)
                   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                                                                          0.14
                   Costs for A/c Statements, Dividend etc.                                                         0.11
                   Cost of Statutory Advertisements                                                                0.01
                   Other Expenses                                                                                  0.01
                   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.
                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%
                Subject to Regulations, expenses over and above the prescribed limit shall be borne by the Asset Management
                Company.
     C)    EXPENSES OF THE PAST SCHEMES
     (i)   New Fund Offer expenses of the past Schemes
           During the last one fiscal year, ICICI Mutual Fund launched Prudential ICICI Fixed Maturity Plan Series 25 - Quarterly Plan,
           Prudential ICICI Discovery Fund, Prudential ICICI Fixed Maturity Plan Series 25 - 15 Months Plan, Prudential ICICI Fixed
           Maturity Plan - Series 26 - Quarterly Plan, Prudential ICICI Fixed Maturity Plan - Series 25 - Yearly Plan, Prudential ICICI Long
           Term Floating Rate Plan, Prudential ICICI Emerging S.T.A.R. (Stock Targeted At Returns) Fund, Prudential ICICI Plan I (a close
           ended scheme), Prudential ICICI Blended Plan, Prudential ICICI Infrastructure Fund and Prudential ICICI Services Industries
           Fund on, August 10, 2004, August 16, 2004, August 17, 2004, August 31, 2004, September 9, 2004, September 15,
           2004, October 28, 2004, March 24, 2005, April 28, 2005, July 28, 2005 and October 13, 2005 respectively.
           New Fund Offer Expenses - Comparison of Estimated To Actual
           The New Fund Offer Expenses relating to Prudential ICICI Fixed Maturity Plan Series 25 - Quarterly Plan, Prudential ICICI
           Discovery Fund, Prudential ICICI Fixed Maturity Plan Series 25 - 15 Months Plan, Prudential ICICI Fixed Maturity Plan - Series
           26 - Quarterly Plan, Prudential ICICI Fixed Maturity Plan - Series 25 - Yearly Plan, Prudential ICICI Long Term Floating Rate
           Plan and Prudential ICICI Plan I were borne by the AMC.




58
                                                                                                                                    Prudential ICICI Mutual Fund


                              Emerging S.T.A.R. Fund     Blended Plan - Plan A     Blended Plan - Plan B      Infrastructure Fund      Services Industries Fund
  Description                 Estimated -   Actuals - Estimated -   Actuals - Estimated -   Actuals - Estimated -   Actuals - Estimated -   Actuals -
                              % to Target       % to % to Target        % to % to Target        % to % to Target        % to % to Target        % to
                                  Amount Subscription     Amount Subscription     Amount Subscription     Amount Subscription     Amount Subscription
  Advertising, printing and
  other marketing expenses             *      0.0000            *       0.0922             *      0.0921              *       0.2063             *      0.3615
  Collection, Registrar and
  Bank charges                         *      0.0300            *       0.0020             *      0.0028              *       0.0414             *      0.0379
  Selling Commissions                  *      0.2700            *       0.0000             *      0.0000              *       0.7264             *      0.6787
  Total 3.7500                    0.3000      3.7500       0.0942       3.7500       0.0950       3.7500        0.9741        3.7500        1.0782
  Target Amount/Amount          Rs.1 Lakh   Rs.198.38    Rs.1 Lakh   Rs. 963.80    Rs.1 Lakh    Rs.365.07     Rs.1 Lakh Rs. 1397.92      Rs.1 Lakh Rs. 656.57
  Mobilised                                     crores                    crores                    crores                    crores                    crores


Note:
*     The New Fund Offer expenses charged to the Scheme, as per Offer Document were limited to 3.75% of the amount mobilized under the New Fund Offer Period.



ii)   Condensed Financial Information:
a)    Condensed Financial Information for the period ended March 31, 2003.
                                                              Monthly       Fixed Maturity Fixed Maturity Fixed Maturity                      Gilt Treasury
                                                          Income Plan               Plan -         Plan –        Plan –                              1 Year
                                                                                   Qtly 1    Half Yearly 1      Yearly 1                      Plus 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
        (Based on NAVs of Growth Option)                       10.69%                 7.99%                  7.97%               8.27%                       -
        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%




                                                                                                                                                                   59
     Prudential ICICI Mutual Fund


                                                Fixed     Fixed               Fixed        Fixed          Fixed           Fixed          Child        Child          Short
                                              Maturity Maturity            Maturity     Maturity       Maturity        Maturity           Care        Care           Term
                                                Plan -    Plan -             Plan -       Plan -         Plan -          Plan -          Plan-        Plan-           Plan
                                             Quarterly Quarterly               Half     Yearly 2       Yearly 3        Yearly 4            Gift      Study
                                                     2         3           Yearly 2                                                     Option      Option
            Historical Per Unit
            Statistics
            Date of Allotment                  January      February         March         March             June           Sept.         August     August         October
                                              22, 2001      20, 2001       22, 2001      22, 2001       21, 2001        20, 2001        31, 2001   31, 2001        25, 2001
            NAV at the beginning of
            the year (Rs.)                                                                                                                 11.16      10.89
            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 (Based on NAVs
            of Growth Option)                   7.68%         7.86%          6.84%         8.44%           8.22%          7.48%         4.16%         8.76%      8.47%
            Benchmark Index                         $             $              $             $               $              $           Crisil   Crisil MIP      Crisil
                                                                                                                                      Balanced      Blended Composite
                                                                                                                                    Fund Index          Index Bond Fund
            Return compared to
            Benchmark Index                            $          $               $             $                  $            $        -0.76%      -1.88%         -2.49%
            Net Assets end of period
            (Rs. Crore)                              0.92       5.51           0.04         10.51          20.41            0.01           10.72      12.36         1078.83
            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
            Net Assets                          0.55%         0.55%          0.55%         0.60%           0.60%          0.60%           2.00%       1.50%          1.00%
            Ratio of Recurring Exps to
            Net Assets-Institutional Plan-
            Annualised                                  -          -               -             -                 -            -              -             -       0.80%

                                                                Fixed          Index Fund            Long              Sweep Plan               Fixed                Fixed
                                                             Maturity                            Term Plan                                  Maturity             Maturity
                                                               Plan -                                                                       One Year             One Year
                                                             Yearly 5                                                                         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 year (Rs.)                                  9.5200                                10.0520                     #                   #
            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
            (Based on NAVs of Growth Option)                    8.43%              -15.45%             13.52%                 5.15%            6.55%*              3.14%*
            Benchmark Index                                         $                  Nifty              Crisil        Crisil Liquid               $                   $
                                                                                                     Composite          Fund Index
                                                                                                     Bond Fund
            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                              -                    -                  -                    -                 -                   -




60
                                                                                                                               Prudential ICICI Mutual Fund


                                                          Fixed         Flexible           Dynamic                SPIcE         Fixed           Floating
                                                      Maturity      Income Plan               Plan                           Maturity          Rate 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
      (Based on NAVs of Growth Option)                        Nil         7.74%*            2.80%*           -9.40%*           0.19%*            0.05%*
      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.

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
      (Based on NAVs of Growth Option)                                               N.A                  N.A.              29.52%                14.32%
      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%




                                                                                                                                                              61
     Prudential ICICI Mutual Fund


                                                             Short         Fixed             Index      Long Term                Sweep            Fixed             Fixed
                                                             Term       Maturity              Fund           Plan                  Plan       Maturity          Maturity
                                                              Plan       Plan –                                                              One Year           One Year
                                                                        Yearly 5                                                                Plan –             Plan –
                                                                                                                                            Series 6@          Series 7^
            Historical Per Unit Statistics
            Date of Allotment                           October 25,     March 22,      February 26,      March 28,           March 6,           July 21,       August 19,
                                                              2001          2002              2002           2002               2002               2003             2002
            NAV at the beginning of the year (Rs.)                                          8.3278                           10.5508           10.6555           10.3140
            Growth Option                                  11.2323        10.8643                 -        11.3634                  -                  -                -
            Dividend Option                                10.7561              -                 -              -                  -                  -                -
            Institutional Option - Growth                  11.2345              -                 -              -                  -                  -                -
            @@ Net Income per unit                          1.1672         0.4563           1.9315          1.2781            0.2800        1,269.5603                NA
            Dividends                                       0.8039              -                 -              -                  -                  -                -
            Fortnightly Dividend Option                     0.5644              -                 -              -                  -                  -                -
            Institutional Fortnightly Dividend Option       0.5995              -                 -              -                  -                  -                -
            Institutional Dividend Option                   0.6027              -                 -              -                  -                  -                -
            Transfer to Reserves                                 -              -                 -              -                  -                  -                -
            Compounded Annualised Returns
            (Based on NAVs of Growth Option)                 7.58%         6.19%           22.07%          11.26%                4.53%          29.37%*               NA
            Benchmark Index                             Crisil Short           $              Nifty           Crisil       Crisil Liquid              $                $
                                                               Term                                      Composite         Fund Index
                                                        Bond 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%                 -               -                  -                  -              -                -

                                                         Flexible      Flexible       Dynamic          SPIcE         Fixed Floating      Fixed      Fixed
                                                         Income        Income            Plan                     Maturity Rate Plan Maturity Maturity
                                                            Plan           Plus                                     Plan –             Plan – Plan – NRI
                                                                         Plan^                                   Yearly 12          NRI Series Series 4 –
                                                                                                                                     4 – Half Quarterly^
                                                                                                                                       Yearly
            Historical Per Unit Statistics
            Date of Allotment                           September      May 22, October 31, January 10,            March 17,        March 28, October 21, October 21,
                                                          27, 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
            (Based on NAVs of Growth Option)              12.48%          N.A.         55.75%         52.60%             5.97%       *5.04%       *2.50%             N.A.
            Benchmark Index                                  I-Sec        N.A.            Nifty           BSE                $         CRISIL          $                $
                                                        Composite                                     SENSEX                      Liquid Fund
                                                            Index                                                                       Index
            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%              -
62
                                                                                                                              Prudential ICICI Mutual Fund


                                                         Fixed           Gilt Fund             Fixed            Fixed      Gilt Fund         Income
                                                     Maturity          Investment          Maturity          Maturity       Treasury        Multiplier
                                                   Plan – NRI               Plan -       Plan – NRI            Plan –         Plan -             Fund
                                                    Series 6 –           PF Option        Series 8 –        Series 23      PF Option
                                                   Quarterly^                            Quarterly^
     Historical Per Unit Statistics
     Date of Allotment                           November 21,         November 19, December 17,         December 15,      February 11,       March 30,
                                                        2003                 2003         2003                 2003              2004            2004
     NAV at the beginning of the year (Rs.)                 #                    #            #                    #                 #               #
     @@ Net Income per unit                               NA               0.1975           NA               0.1635            0.0435         -0.0132
     Dividends                                        0.1103                     -      0.1121                     -                 -               -
     Option A                                               -                    -            -              0.1375                  -               -
     Transfer to Reserves                                   -                    -            -                    -                 -               -
     Compounded Annualised Returns
     (Based on NAVs of Growth Option)                         NA            *2.91%                NA          *1.53%          *1.63%         *-0.76%
     Benchmark Index                                           $        I-Sec Li Bex               $               $      I-Sec Si Bex          CRISIL
                                                                                                                                            Composite
                                                                                                                                            Bond Fund
                                                                                                                                                 Index
     Return compared to Benchmark Index                        $                0.36%              $                $          0.64%           -0.80%
     Net Assets end of period (Rs. Crore)                     NA                111.14            NA            66.04           43.31           238.70
     NAV at the end of the period                             NA               10.2906            NA                          10.1633           9.9240
     Option B                                                   -                    -              -         10.1532               -                -
     Option C                                                   -                    -              -         10.1342               -                -
     Option D                                                   -                    -              -         10.1342               -                -
     Option E                                                   -                    -              -         10.1354               -                -
     Option F                                                   -                    -              -         10.1238               -                -
     Option G                                                   -                    -              -         10.1371               -                -
     Option H                                                   -                    -              -         10.1336               -                -
     Ratio of Recurring Exps to Net Assets                 0.56%                1.10%          0.55%           0.49%           1.50%            2.09%

                                                  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           March           December     December      December        December       December
                                                20, 2004        20, 2004            18, 2003     18, 2003      18, 2003        18, 2003       18, 2003
     NAV at the beginning of the year (Rs.)            #               #                   #            #             #               #              #
     @@ Net Income per unit                       0.0174          0.0163              0.0712       0.1110        0.0502          0.3141         0.2754
     Dividends                                         -               -                   -            -             -               -              -
     Transfer to Reserves                              -               -                   -            -             -               -              -
     Compounded Annualised Returns
     (Based on NAVs of Growth Option)           *0.18%              *0.17%          *-0.02%       *2.75%        *1.64%         *-1.41%         *1.42%
     Benchmark Index                                  $                   $               $$           $$            $$              $$             $$
     Return compared to Benchmark Index               $                   $          -1.07%        1.53%         0.55%          -2.34%          0.20%
     Net Assets end of period (Rs. Crore)         71.09               91.95            30.12       130.00         49.39           28.41          25.24
     NAV at the end of the period               10.0176             10.0169           9.9982      10.2753       10.1643          9.8586        10.1419
     Dividend Plan – NRI Option                        -                   -          9.5898       9.9692        9.7985               -              -
     Ratio of Recurring Exps to Net Assets       0.20%               0.22%            0.53%        0.33%         0.43%           0.66%          0.19%
Notes:
1)        Returns since inception are for the growth plan in each case except in case of Fixed Maturity Plan – NRI Series 4 – Half Yearly where there
          is no Growth Option. For Fixed Maturity Plan – Yearly Series 23 the returns have been calculated on the basis of the NAV of Option H.
2)        While arriving at Net Income per unit, Income Equalisation Reserve and mark to market has not been considered and it is calculated on the
          basis of closing units as of March 31, 2004.
3)        The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of the period of the respective
          condensed financial information whereas the returns compared to benchmark index are computed for the financial year.
          *     Fixed Maturity One Year Plan – Series 6, Prudential ICICI Floating Rate Plan, Fixed Maturity Plan – NRI Series 4 – Half Yearly,
                Prudential ICICI Gilt Fund Investment Plan & Treasury Plan – PF Option, Fixed Maturity Plan – NRI Series 8 – Quarterly, Fixed
                Maturity Plan – Yearly Series 23, Prudential ICICI Income Multiplier Fund, Fixed Maturity Plan – Series 24 – Quarterly and Yearly and
                Prudential ICICI Advisor Series – Aggressive, Cautious, Moderate, Very Aggressive and Very Aggressive Plans have not completed one
                year since the date of their launch. Returns are computed in absolute terms and for Growth Options only from the date of allotment.
                The NAV on the date of allotment is taken as Rs.10 for computation of returns
          * * Un-audited.
          #     These Schemes were launched during the year and these schemes were not in existence at the beginning of the year.
          $     Appropriate benchmark index is not available.
          @ All the unitholders under Prudential ICICI Fixed Maturity Plan – One Year Plus Series – 6 have redeemed their units on July 14, 2003
                and there was fresh subscription on July 21, 2003 at Rs. 10.00, hence, simple absolute returns have been calculated.




                                                                                                                                                             63
     Prudential ICICI Mutual Fund

                  @@ 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    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%

     d)   Condensed Financial Information for the period ended March 31, 2005
                                                                           Child Care Plan- Child Care Plan- Short Term Plan                   Index Fund
                                                                                Gift Option    Study Option
            Historical Per Unit Statistics
            Date of Allotment                                                    31-Aug-01           31-Aug-01             25-Oct-01             26-Feb-02
            NAV at the beginning of the year (Rs.)                                   19.51               14.13                                     15.1811
            Growth Option                                                                                                    11.9440
            Dividend Option                                                                                                  10.6050
            Quarterly Option
            Institutional Growth                                                                                             11.9703
            Institutional Dividend                                                                                           10.8415
            Institutional Fortnightly Dividend                                                                               10.8443
            Fortnightly Dividend                                                                                             10.6052
            @@ Net Income per unit                                                      4.99              1.82                   0.78                48.92
            Dividend Option/Plan A Dividend                                                                                   0.4571
            Dividend Option Institutional/Plan B Dividend Option                                                              0.4865
            Fortnightly Dividend Option                                                                                       0.4839
            Institutional Fortnightly Dividend Option                                                                         0.5204
            Compounded Annualised Returns
            (Based on NAVs of Growth Option)                                       26.86%              12.11%                   6.91%             19.24%
            Benchmark Index                                                           Nifty          Crisil MIP      Crisil Short Term               Nifty
                                                                                                 Blended Index      Bond Fund Index
            Return compared to Benchmark Index                                      6.44%               4.55%                   2.33%              -1.30%
            Net Assets end of period (Rs. Crore)                                     41.37                26.98                518.24                 1.53
            NAV at the end of the period
            Growth Option                                                              23.46           15.0645               12.5777              17.2347
            Dividend Option                                                                                                  10.6981
            Institutional Growth                                                                                             12.6301
            Institutional Dividend                                                                                           10.9396
            Institutional Fortnightly Dividend                                                                               10.9069
            Fortnightly Dividend                                                                                             10.6706
            Ratio of Recurring Exps to Net Assets for
            Regular Plans/Plan A %                                                      2.00              1.50                   1.00                 1.25
            Ratio of Recurring Exps to Net Assets for
            Institutional Plans/Plan B %                                                                                          0.8
            Transfer to Reserves                                                         Nil                Nil                   Nil                    Nil




64
                                                                                                               Prudential ICICI Mutual Fund


                                                            Long term Plan          Sweep Plan             @Fixed             Flexible
                                                                                                      Maturity One        Income Plan
                                                                                                       Year Plan –
                                                                                                          Series 6
Historical Per Unit Statistics
Date of Allotment                                                 28-Mar-02              6-Mar-02          29-Jul-04          27-Sep-02
NAV at the beginning of the year (Rs.)                                                    10.9616                  *
Growth Option                                                       12.3924                                                     11.9432
Dividend Option                                                                                                                 10.6894
Quarterly Option                                                                                                                10.6894
@@ Net Income per unit                                                 32.83                  1.12             0.35                 0.36
Dividends (inclusive of distribution tax if, any)
Dividend Option/Plan A Dividend                                       1.9999                                                     0.4000
Quarterly Option                                                                                                                 0.5000
Compounded Annualised Returns
(Based on NAVs of Growth Option)                                      10.93%                 4.22%           3.43%              8.14%
Benchmark Index                                              Crisil Composite    Crisil Liquid Fund              $              CRISIL
                                                                    Bond Fund                 Index                          Composite
                                                                                                                             Bond Fund
Return compared to Benchmark Index                                   10.25%                -0.59%                $              1.66%
Net Assets end of period (Rs. Crore)                                    1.32                 10.81          224.49              101.71
NAV at the end of the period
Growth Option                                                       13.6654               11.3529          10.3433              12.1710
Dividend Option                                                     10.1893                                                     10.4863
Quarterly Option                                                                                                                10.4135
Ratio of Recurring Exps to Net Assets
for Regular Plans %                                                     0.60                  1.00             0.25                 1.00
Transfer to Reserves                                                      Nil                   Nil              Nil                  Nil

                                                             Dynamic Plan               SENSEX            Gilt Fund          Gilt Fund
                                                                                Prudential ICICI       Investment             Treasury
                                                                                      Exchange               Plan -             Plan -
                                                                                   Traded Fund           PF Option           PF Option
Historical Per Unit Statistics
Date of Allotment                                                  31-Oct-02            10-Jan-03        19-Nov-03            11-Feb-04
NAV at the beginning of the year (Rs.)                                                   56.2998           10.2906              10.1633
Growth Option                                                         18.731
Dividend Option                                                       8.0733
@@ Net Income per unit                                                   1.31              830.77              0.18                 0.21
Compounded Annualised Returns
(Based on NAVs of Growth Option)                                     50.56%              35.34%               3.08%               3.93%
Benchmark Index                                                         Nifty        BSE SENSEX         I-Sec Li Bex        I-Sec Si Bex
Return compared to Benchmark Index                                   26.30%               0.74%               3.48%              -0.97%
Net Assets end of period (Rs. Crore)                                  266.72                0.55             118.23               111.20
NAV at the end of the period
Growth Option                                                       26.8776               65.7990          10.4224              10.4466
Dividend Option                                                     11.5918
Ratio of Recurring Exps to Net Assets for Regular Plans %               2.42                  0.80             1.10                 1.50
Transfer to Reserves                                                      Nil                   Nil              Nil                  Nil

                                                                      Income Multiplier Plan                    Fixed Maturity Plan –
                                                                                                                   Series 24 – Yearly
Historical Per Unit Statistics
Date of Allotment                                                                     30-Mar-04                               20-Mar-04
NAV at the beginning of the year (Rs.)                                                    9.924                                 10.0176
@@ Net Income per unit                                                                     0.45                                     0.25
Compounded Annualised Returns
(Based on NAVs of Growth Option)                                                        *8.84%                                   5.14%
Benchmark Index                                                         Crisil MIP Blended Index                                      $
Return compared to Benchmark Index                                                        7.50%                                       $
Net Assets end of period (Rs. Crore)                                                      128.08                                 142.77
NAV at the end of the period
Growth Option                                                                            10.8862                                10.5308
Ratio of Recurring Exps to Net Assets for Regular Plans %                                    2.15                                   0.20
Transfer to Reserves                                                                           Nil                                    Nil



                                                                                                                                              65
     Prudential ICICI Mutual Fund


                                                                                 Advisor            Advisor           Advisor                 Advisor         Advisor
                                                                                 Series -           Series -          Series -            Series-Very     Series-Very
                                                                               Aggressive          Cautious          Moderate             Aggressive        Cautious
                                                                                    Plan               Plan              Plan                    Plan            Plan
            Historical Per Unit Statistics
            Date of Allotment                                                    18-Dec-03         18-Dec-03          18-Dec-03             18-Dec-03        18-Dec-03
            NAV at the beginning of the year (Rs.)                                  9.9982           10.2753            10.1643                9.8586          10.1419
            Growth Option                                                           9.9982           10.2753            10.1643
            Dividend NRI Option                                                     9.5898            9.9692             9.7985
            @@ Net Income per unit                                                     1.73              0.38               1.30                  2.93             0.51
            Compounded Annualised Returns
            (Based on NAVs of Growth Option)                                       13.81%                5.86%           8.58%                17.45%             4.69%
            Benchmark Index                                                             $$                   $$              $$                    $$                $$
            Return compared to Benchmark Index                                      8.53%                2.14%           5.59%                11.10%             3.77%
            Net Assets end of period (Rs. Crore)                                     10.82                46.11           15.87                 10.59             13.97
            NAV at the end of the period
            Growth Option                                                          11.8089             10.7587          11.1156               12.2955          10.6066
            Dividend Option                                                        11.8089             10.7587          11.1156               12.2955          10.6066
            Ratio of Recurring Exps to Net Assets for Regular Plans %                  0.55                0.35             0.45                  0.70             0.20
            Transfer to Reserves                                                         Nil                 Nil              Nil                   Nil              Nil

                                                                                 Discovery Fund            @Fixed Maturity Plan-               Fixed Maturity Plan -
                                                                                                            -Series 25-Quarterly               Series 25 (15months)
            Historical Per Unit Statistics
            Date of Allotment                                                          16-Aug-04                        10-Aug-04                            17-Aug-04
            NAV at the beginning of the year (Rs.)                                             #                                 #                                   #
            @@ Net Income per unit                                                          1.58                              0.27                                0.48
            Dividends (inclusive of distribution tax if, any)                                   -                          0.2656                                     -
            Compounded Annualised Returns
            (Based on NAVs of Growth Option)                                            * 33.3%                            *3.44%                              *3.03%
            Benchmark Index                                                        S&P CNX Nifty                                 $                                   $
            Return compared to Benchmark Index                                               6%                                  $                                   $
            Net Assets end of period (Rs. Crore)                                          214.92                            279.88                              174.09
            NAV at the end of the period
            Growth Option                                                                      13.33                                                           10.3025
            Dividend Option                                                                    13.33
            Quarterly Option                                                                                               10.0748
            Institutional Growth                                                                                                                               10.3248
            Institutional Dividend
            Ratio of Recurring Exps to Net Assets for Regular Plans %                           2.41                           0.15                                0.60
            Ratio of Recurring Exps to Net Assets for Institutional Plans %                                                                                        0.25
            Transfer to Reserves                                                                 Nil                                Nil                              Nil

                                                        Fixed Maturity             @ Fixed     Emerging                 @Fixed       @Fixed               Prudential
                                                           Plan–Series            Maturity S.T.A.R. Fund               Maturity     Maturity              ICICI Plan I
                                                        25-Yearly Plan         Plan–Series                         Plan– Series Plan– Series
                                                                              26-Quarterly                            5 - Yearly  12 - Yearly
            Historical Per Unit Statistics
            Date of Allotment                                 10-Sep-04          31-Aug-04             28-Oct-04      31-Dec-04             14-Dec-04       24-Mar-05
            NAV at the beginning of the year (Rs.)                    #                  #                     #           N.A.                  N.A                #
            @@ Net Income per unit                                 0.49               0.24                  2.08           0.19                  0.21            0.02
            Dividends
            (inclusive of distribution tax if, any)                                 0.2522                               0.4400
            Dividend Option
            Compounded Annualised Returns
            (Based on NAVs of Growth Option)                   *3.025%             *3.04%               *18.2%           1.53%                 1.55%              0.16%
            Benchmark Index                                          $                  $              CNX Nifty             $                     $      Crisil Compo-
                                                                                                          Junior                                              site Bond
                                                                                                                                                            Fund Index
            Return compared to Benchmark Index                         $                 $               -4.38%               $                     $        0.05757%
            Net Assets end of period (Rs. Crore)                   35.17            279.64                131.14         127.99                406.39             183.03
            NAV at the end of the period
            Growth Option                                       10.2671            10.0493                 11.82        10.1535               10.1549          10.0156
            Dividend Option                                                        10.0418                 11.82        10.1535                                10.0156
            Institutional Growth                                                                                        10.1587               10.1653          10.0160

66
                                                                                                                         Prudential ICICI Mutual Fund


 Institutional Dividend                                                                                    10.1587                        10.0160
 Ratio of Recurring Exps to Net Assets
 for Regular Plans %                                     0.40             0.15              2.42              0.46           0.67             0.45
 Ratio of Recurring Exps to Net Assets
 for Institutional Plans %                                                                                    0.25           0.32             0.25
 Transfer to Reserves                                      Nil              Nil              Nil                Nil            Nil              Nil

                                                                                  Floating Rate Plan             Long Term Floating Rate Plan
 Historical Per Unit Statistics
 Date of Allotment                                                                      March 28, 2003                                  15-Sep-04
 NAV at the beginning of the year (Rs.)                                                                                                         #
 Growth Option – Plan A                                                                        10.5040                                           -
 Dividend Option – Plan A                                                                      10.0421                                           -
 @@ Net Income per unit                                                                            0.35                                      0.15
 Dividend Option – Plan A                                                                       0.3082                                       0.25
   Dividend Option – Plan B                                                                     0.4812                                       0.10
   Dividend Option – Plan C                                                                     0.3308                                           -
 Daily Dividend Option – Plan A                                                                 0.2941                                           -
 Daily Dividend Option – Plan B                                                                 0.3075                                           -
 Daily Dividend Option – Plan C                                                                 0.3122                                           -
 Compounded Annualised Returns
 (Based on NAVs of Growth Option)                                                                4.95%                                    2.64%*
 Benchmark Index                                                                     CRISIL Liquid Fund                  CRISIL Liquid Fund Index
 Return compared to Benchmark Index                                                             -5.94%                                      0.31%
 Net Assets end of period (Rs. Crore)                                                          2877.70                                         668
 NAV at the end of the period                                                                          -
 Plan A - Growth                                                                               10.3193                                    10.2649
 Plan A- Dividend                                                                              10.0069                                    10.0148
 Plan B - Growth                                                                               11.0208                                    10.2921
 Plan B- Dividend                                                                              10.0438                                    10.0105
 Plan C - Growth                                                                               10.3434                                            -
 Plan C- Dividend                                                                              10.0072                                            -
 Daily Dividend Option – Plan A                                                                10.0012                                            -
 Daily Dividend Option – Plan B                                                                10.0012                                            -
 Daily Dividend Option – Plan C                                                                10.0013                                            -
 Ratio of Recurring Exps to Net Assets-Plan A                                                    1.00%                                        1.25
 Ratio of Recurring Exps to Net Assets-Plan B                                                    0.75%                                        0.75
 Ratio of Recurring Exps to Net Assets-Plan C                                                    0.65%                                        0.75
 Transfer to Reserves                                                                                Nil                                        Nil
Notes:
1)     Returns since inception are for the growth plan in each case except under Fixed Maturity Plan – Quarterly Series 24, Fixed Maturity Plan –
       Quarterly Series 25, Fixed Maturity Plan – Quarterly Series 26 for which returns have been calculated after adjusting declaration of dividend.
2)     The additional Plan viz. Plan A, Plan B & Plan C were introduced in Prudential ICICI Floating Rate Plan on July 29, 2004. The existing option
       was assigned as Plan B and returns for the scheme has been computed using Plan B - Growth Option. Similarly in case of Prudential ICICI
       Long Term Floating Rate Plan returns have been computed using Plan A - Growth Option.
3)     While arriving at Net Income per unit, Income Equalization Reserve and mark to market has not been considered and it is calculated on the
       basis of closing units as of March 31, 2005.
4)     The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of the period of the respective
       condensed financial information whereas the returns compared to benchmark index are computed for the financial year.
       *     Prudential ICICI Income Multiplier Plan, Fixed Maturity Plan Series 24 –Yearly Options and Prudential ICICI Discovery Fund, Prudential
             ICICI long Term Floating Rate Plan, Fixed Maturity Plan Series 25 – Quarterly, Yearly, 15 Months Plan, Fixed Maturity Plan Series 26 –
             Quarterly plan, Prudential ICICI Emerging S.T.A.R. (Stock Targeted At Return) Fund have not completed one year from the date of their
             launch. Returns are computed in absolute terms and for Growth Options only from the date of allotment. The NAV on the date of
             allotment is taken as Rs.10 for computation of returns
       * * 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, Prudential ICICI Fixed Maturity Plan –Series
             – 12, Prudential ICICI Fixed Maturity Plan –Series – 5, Prudential ICICI Fixed Maturity Plan - Quarterly Series – 25, Prudential ICICI
             Fixed Maturity Plan - Quarterly Series – 26 have redeemed their units on July 28, 2004 & September 21, 2004, April 5, 2004 & April
             21, 2004 respectively and there was fresh subscription on July 29, 2004, September 28, 2004, December 14, 2004 & December 31,
             2004 at Rs. 10.00, hence, simple absolute returns have been calculated by considering the date of reopening of the plan, as a date of
             allotment.
       @@ The Net Income per unit mentioned has excluded Income equalization & marked to market calculated on the basis of market value of
             net assets of the Scheme on the valuation date, divided by the number of units outstanding on that date. It may be noted that, as it
             merely indicates the net income per unit on the valuation date calculated based upon outstanding units of the scheme on the given
             date, it is subject to vary from time to time and does not reflect any income / loss of the scheme.
                                                                                                                                                        67
     Prudential ICICI Mutual Fund

                  ^     All the unit holders under Prudential ICICI Fixed Maturity Plan Series 23 and Prudential ICICI Fixed Maturity Plan -Series 24 -Quarterly
                        have redeemed their units and unit balance are nil as on the date of this report.
                  $$    As provided in the offer document the Benchmark Indices for various Plans under Prudential ICICI Advisor Series are as given below:
                        Benchmark Indices                         Aggressive        Cautious       Moderate         Very Aggressive       Very Cautious
                                                                  Plan              Plan           Plan             Plan                  Plan
                        Nifty                                     70%               15%            40%              90%                   NA
                        Crisil Composite Bond Fund Index          25%               70%            40%              NA                    30%
                        Crisil Liquid Fund Index                   5%               15%            20%              10%                   70%

     e)   Condensed Financial Information for the period ended January 10, 2006.**
                                                                     SENSEX      Floating   Gilt Fund            Gilt Fund        Income              Fixed
                                                                  Prudential    Rate Plan Investment             Treasury        Multiplier       Maturity
                                                              ICICI Exchange                  Plan-PF             Plan-PF             Fund      Plan-Series
                                                                Traded Fund                    Option              Option                       24 – Yearly
            Historical Per Unit Statistics
            Date of Allotment                                       10-Jan-03    28-Mar-03      19-Nov-03         11-Feb-04       30-Mar-04        20-Mar-04
            NAV at the beginning of
            the year (Rs.)
            Growth Option/Plan A                                      65.799       10.3193         10.4224          10.4466         10.8862          10.5308
            Dividend Option/Plan A                                                 10.0069
            Institutional Growth/Plan B                                            11.0208
            Institutional Dividend/Plan B                                          10.0438
            Institutional Plus Growth Option / Plan C                              10.3434
            Institutional Plus Dividend / Plan C                                   10.0072
            Daily Dividend / Plan A Daily Dividend                                 10.0012
            Institutional Dividend Daily / Plan B
            Daily Dividend                                                         10.0012
            Institutional Plus Dividend daily / Plan C
            Daily Dividend                                                         10.0013
            Net Income per unit                                      14.3755        0.5101          0.5132           0.3884          0.7845            0.5459
            Dividends (inclusive of distribution
            tax if, any)
            Dividend Option/Plan A Dividend                                          0.3903                                          0.5000
            Dividend Option Institutional/Plan B
            Dividend Option                                                          0.4107
            Dividend Option Institutional Plus/Plan C
            Dividend option                                                          0.4167
            Dividend Option Super Institutional Plus/
            Plan D Dividend option                                                   0.0647
            Quarterly Option
            Super Institutional Plus Daily/Plan D
            Dividend Daily                                                           0.0823
            Institutional Plus Daily/Plan C Dividend Daily                           0.4284
            Institutional Option Div (daily)/Plan B
            Dividend Daily                                                           0.4206
            Dividend Option Daily/Plan A Dividend Daily                              0.4104
            Compounded Annualised Returns
            (Based on NAVs of Growth Option)                         41.86%        5.12%             4.04%            4.03%        13.81%              5.39%
            Benchmark Index                                       BSE Sensex CRISIL Liquid     I-Sec Li Bex     I-Sec Si Bex     Crisil MIP                $
                                                                                     Fund                                    Blended Index
            Return compared to Benchmark Index                        0.42%        0.46%           (1.28%)          (1.30%)         6.72%                   $
            Net Assets end of period (Rs. Crore)                        0.80     2281.29              83.78            79.84        247.95              75.30
            NAV at the end of the period
            Growth Option / Plan A                                   95.9846       10.7421         10.8872          10.7857         12.5955          10.9975
            Dividend Option /Plan A                                                10.0185                                          12.0425
            Super Institutional Plus/Plan D Growth Option                          10.0854
            Super Institutional Plus/Plan D Dividend option                        10.0188
            Institutional Growth / Plan B                                          11.4946
            Institutional Dividend / Plan B                                        10.0562
            Institutional Plus Growth Option / Plan C                              10.7965
            Institutional Plus Dividend / Plan C                                   10.0194
            Daily Dividend / Plan A Daily Dividend                                 10.0020
            Institutional Dividend Daily / Plan B
            Daily Dividend                                                         10.0020
            Institutional Plus Dividend daily / Plan C
            Daily Dividend                                                         10.0020
            Institutional Plus Dividend daily / Plan D
            Daily Dividend                                                         10.0000
            Ratio of Recurring Exps to Net Assets for
            Regular Plans/Plan A %                                       0.80          1.00           1.10              1.50            2.14             0.20
            Ratio of Recurring Exps to Net Assets for
            Institutional Plans/Plan B %                                               0.75
            Ratio of Recurring Exps to Net Assets for
            Institutional Plus Plan/Plan C %                                           0.65
            Ratio of Recurring Exps to Net Assets for
            Super Institutional Plan/Plan D %                                          0.50
            Transfer to Reserves                                          Nil            Nil             Nil              Nil             Nil              Nil

68
                                                                                                                              Prudential ICICI Mutual Fund


                                                                    Advisor            Advisor          Advisor      Advisor                    Advisor
                                                                    Series–            Series–          Series– Series– Very               Series– Very
                                                                 Aggressive           Cautious         Moderate  Aggressive                    Cautious
                                                                       Plan               Plan             Plan         Plan                       Plan
Historical Per Unit Statistics
Date of Allotment                                                 18-Dec-03           18-Dec-03          18-Dec-03          18-Dec-03          18-Dec-03
NAV at the beginning of the year (Rs.)
Growth Option / Plan A                                              11.8089            10.7587                11.1156         12.2955            10.6066
Dividend Option /Plan A                                             11.8089            10.7587                11.1156         12.2955            10.6066
@@ Net Income per unit                                               2.2330             1.1660                 2.2264          4.0520             0.3847
Compounded Annualised Returns
(Based on NAVs of Growth Option)                                    25.64%               8.75%                17.63%          33.48%              4.90%
Benchmark Index                                                          $$                  $$                    $$              $$                 $$
Return compared to Benchmark Index                                  28.28%               9.00%                17.72%          35.32%              3.54%
Net Assets end of period (Rs. Crore)                                   8.57               10.33                 10.72            8.17              10.38
NAV at the end of the period
Growth Option / Plan A                                              16.0231            11.8929                13.9860         18.1598            11.0377
Dividend Option /Plan A                                             16.0231            11.8929                13.9860         18.1598            11.0377
Ratio of Recurring Exps to Net Assets for
Regular Plans/Plan A %                                                 0.55                0.35                  0.45            0.70               0.20
Transfer to Reserves                                                     Nil                 Nil                   Nil             Nil                Nil

                                                                 Discovery Fund             Long Term            Fixed Maturity            Emerging
                                                                                         Floating Rate          Plan– Series 25      S.T.A.R. (Stocks
                                                                                                  Plan              (15months)           Targeted At
                                                                                                                                       Returns) Fund
Historical Per Unit Statistics
Date of Allotment                                                     16-Aug-04                15-Sep-04                 17-Aug-04             28-Oct-04
NAV at the beginning of the year (Rs.)
Growth Option / Plan A                                                     13.33                   10.2649                10.3025                  11.82
Dividend Option /Plan A                                                    13.33                   10.0148                                         11.82
Quarterly Option
Institutional Growth / Plan B                                                                      10.2921                10.3248
Institutional Dividend / Plan B                                                                    10.0105
@@ Net Income per unit                                                   2.1886                     0.4752                 0.2429                 3.1621
Dividends (inclusive of distribution tax if, any)
Dividend Option/Plan A Dividend                                                2.50                 0.3662                                          1.00
Dividend Option Institutional/Plan B Dividend Option                                                0.3890
Dividend Option Institutional Plus/Plan C
Dividend option                                                                                     0.0850
Compounded Annualised Returns
(Based on NAVs of Growth Option)                                       73.89%                     5.13%                     4.89%                85.90%
Benchmark Index                                                   S&P CNX Nifty             CRISIL Liquid                       $        CNX Nifty Junior
                                                                                             Fund Index
Return compared to Benchmark Index                                      20.12%                    0.44%                         $                40.17%
Net Assets end of period (Rs. Crore)                                     973.17                   916.02                   250.85                 378.94
NAV at the end of the period
Growth Option / Plan A                                                     21.73                   10.6828                10.6919                  21.08
Dividend Option /Plan A                                                    18.43                   10.0497                                         19.69
Institutional Growth / Plan B                                                                      10.7449                10.7435
Institutional Dividend / Plan B                                                                    10.0544
Institutional Plus Growth Option / Plan C                                                          10.0242
Ratio of Recurring Exps to Net Assets for Regular Plans/
Plan A %                                                                       2.19                   1.25                    0.60                  2.36
Ratio of Recurring Exps to Net Assets for Institutional Plans/
Plan B %                                                                                              0.85                    0.25
Ratio of Recurring Exps to Net Assets for Institutional Plans/
Plan C %                                                                                              0.75
Transfer to Reserves                                                            Nil                     Nil                    Nil                    Nil




                                                                                                                                                             69
     Prudential ICICI Mutual Fund


                                                             Fixed             Fixed     Prudential        Blended        Blended            Infra-     Services
                                                          Maturity          Maturity     ICICI Plan I       Plan A          Plan B       structure    Industries
                                                           Plan –             Plan –                                                          Fund         Fund
                                                          Series 5         Series 12
               Historical Per Unit Statistics
               Date of Allotment                          31-Dec-04         14-Dec-04     24-Mar-05       31-May-05      31-May-05       31-Aug-05    30-Nov-05
               NAV at the beginning of the year (Rs.)
               Growth Option / Plan A                        10.1535         10.1549         10.0156
               Dividend Option /Plan A                       10.1535                         10.0156
               Quarterly Option
               Institutional Growth / Plan B                 10.1587         10.1653           10.016
               Institutional Dividend / Plan B               10.1587                           10.016
               @@ Net Income per unit                         0.5193          0.4756           0.3823        -0.1223         0.1547         0.7540        0.0919
               Dividend Option/Plan A Dividend                                                                   0.25           0.23
               Dividend Option Institutional/Plan B
               Dividend Option                                                                                                  0.13
               Compounded Annualised Returns
               (Based on NAVs of Growth Option)               5.82%            5.57%        *4.32%          *4.08%          *3.60%        *20.40%       *5.50%
               Benchmark Index                                    $                $           Crisil     Crisil Short    Crisil Short   CNX Nifty     CNX Nifty
                                                                                          Composite      Term Bond       Term Bond           Index        Index
                                                                                          Bond Fund      Fund Index      Fund Index
                                                                                              Index
               Return compared to Benchmark Index                  $               $         0.35%              1.44%        0.86%         (0.35%)      (0.72%)
               Net Assets end of period (Rs. Crore)           133.02          420.09         190.15             740.09       341.71        1303.73       634.67
               NAV at the end of the period
               Growth Option / Plan A                        10.5987         10.5997         10.4322        10.4076         10.3597          12.04         10.55
               Dividend Option /Plan A                       10.5987                         10.4322        10.1545         10.1270          12.04         10.55
               Institutional Growth / Plan B                 10.6207         10.6397         10.4489                        10.3019
               Institutional Dividend / Plan B               10.6207                         10.4489                        10.1276
               Ratio of Recurring Exps to Net Assets
               for Regular Plans/Plan A %                       0.45             0.67            0.45             1.50          1.50          1.89          2.17
               Ratio of Recurring Exps to Net Assets
               for Institutional Plans/Plan B %                 0.25             0.32            0.25                           1.00
               Transfer to Reserves                               Nil              Nil             Nil             Nil            Nil           Nil            Nil

          Notes:
          1)      Returns since inception are for the growth plan in each case.
          2)      The additional Plan viz. Plan A, Plan B & Plan C were introduced in Prudential ICICI Floating Rate Plan on July 29, 2004. The existing option
                  was assigned as Plan B and returns for the scheme has been computed using Plan B - Growth Option. Similarly in case of Prudential ICICI Long
                  Term Floating Rate Plan returns have been computed using Plan A - Growth Option.
          3)      While arriving at Net Income per unit, Income Equalization Reserve and mark to market has not been considered and it is calculated on the
                  basis of closing units as of January 10, 2006.
          4)      The Compounded annualized returns of each scheme are computed from inception of the Scheme till the end of the period of the respective
                  condensed financial information whereas the returns compared to benchmark index are computed for the financial year.
          5)      Units for Prudential ICICI Fixed Maturity Plan –Series 25 - Quarterly, Prudential ICICI Fixed Maturity Plan –Series 6 – Yearly, Prudential ICICI
                  Fixed Maturity Plan –Series 26 - Quarterly, Prudential ICICI Fixed Maturity Plan –Series 25 - Yearly were made nil on 11 August, 2005, 18
                  August 2005, 1 September, 2005 and 27 September, 2005 respectively.
                  *     Prudential ICICI Plan I, Prudential ICICI Blended Plan A & B, Prudential ICICI Infrastructure Fund and Prudential ICICI Services Industries
                        Fund have not completed one year from the date of their launch. Returns are computed in absolute terms and for Growth Options only
                        from the date of allotment. The NAV on the date of allotment is taken as Rs.10 for computation of returns.
                  **    Un-audited.
                  $  Appropriate benchmark index is not available.
                  @  All the unitholders under Prudential ICICI Fixed Maturity Plan –Series – 12, Prudential ICICI Fixed Maturity Plan –Series – 5 have
                     redeemed their units on April 5, 2004 & April 21, 2004 respectively and there was fresh subscription on December 14, 2004 & December
                     31, 2004 at Rs. 10.00, hence, simple absolute returns have been calculated by considering the date of reopening of the plan, as a date of
                     allotment.
                  @@ The Net Income per unit mentioned has excluded Income equalization & marked to market calculated on the basis of market value of
                     net assets of the Scheme on the valuation date, divided by the number of units outstanding on that date. It may be noted that, as it
                     merely indicates the net income per unit on the valuation date calculated based upon outstanding units of the scheme on the given date,
                     it is subject to vary from time to time and does not reflect any income / loss of the scheme.
                  $$ As provided in the offer document the Benchmark Indices for various Plans under Prudential ICICI Advisor Series are as given below:
                          Benchmark Indices                             Aggressive       Cautious        Moderate        Very Aggressive       Very Cautious
                                                                        Plan             Plan            Plan            Plan                  Plan
                          Nifty                                     70%                  15%             40%             90%                   NA
                          Crisil Composite Bond Fund Index          25%                  70%             40%             NA                    30%
                          Crisil Liquid Fund Index                   5%                  15%              20%            10%                   70%




70
                                                                                                              Prudential ICICI Mutual Fund


                                                           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 various cities. Over a period of time, the AMC may add further
           Customer Service Centres and/or sales offices in other cities. Unitholders can go to these Service Centres / Sales Offices
           for enquiries and transactions during business hours.
     ii)   Process transactions in a timely manner
           Under the Regulations, the Fund/ the Registrar / AMC shall despatch to the Unitholders the dividend warrants, if any,
           within thirty days of the date of declaration of dividend and the Redemption proceeds within ten Business Days from
           the date of acceptance / deemed acceptance of the request for Redemption or repurchase proceeds, as the case may be.
           Under normal circumstances, the Fund will endeavour to complete all monetary transactions within 3 Business Days
           from the date of acceptance of a transaction request. Ordinarily, non-monetary transactions or requests will be
           processed, (with the exception of issue of Unit certificates) within 7 Business Days. Investors should note that completion
           of monetary/ non-monetary transactions within 3/7 Business Days as indicated above would be done on “best efforts”
           basis and completion of all such transactions are subject to the time limits as prescribed under the Regulations.
c)   Problem Resolution
     The Fund will follow-up with Customer Service Centres and Registrar on complaints and enquiries received from investors
     for resolving them promptly.
     For this purpose, Msr. Leena Johnson has been appointed the Investor Relations Officer. She can be contacted at the
     Corporate Office of the AMC. The address and phone numbers are:
     503, 5th Floor, Peninsula Tower
     Peninsula Corporate Park
     Ganpatrao Kadam Marg,
     Off Senapati Bapat Marg
     Lower Parel Mumbai 400 013
     Phone: (91)(22) 24997000
     Fax : (91)(22) 24997029
d)   Information about the Scheme
     The Fund will publish an abridged summary of an audited annual report of the Scheme as on March 31 of each year, and
     an abridged Scheme wise annual report shall be mailed to all Unitholders, not later than six months from 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 60 days from the close of each half year, in the prescribed format.
     The AMC will disclose the NAV of Schemeon every Business Day.
     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 Scheme’s portfolio 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.
e)   NAV Information
     The NAV of the Scheme will be calculated daily and announced by the Fund on each Business Day. The information on NAV
     may be obtained by the Unitholders, on any day, by calling the office of the AMC or any of the Customer Service Centres or
     on the Website of the AMC www.pruicici.com. The Fund will use its best endeavour to publish NAVs daily, in at least two
     daily newspapers. Further, the AMC shall endeavour to publish Purchase and Redemption prices of Units daily in a
     newspaper with all India circulation.
     AMC shall update the NAVs on the website of Association of Mutual Funds in India - AMFI (www.amfiindia.com) by 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.

                                                                                                                                             71
     Prudential ICICI Mutual Fund

     f)   Disclosure of information under the Regulations
          The Fund will, not later than six months after the close of each financial year (March 31), publish through an advertisement,
          an abridged Annual Report relating to the Scheme and mail to the Unitholders an abridged scheme wise annual report. It
          is anticipated that the first such publication will be for the period ending March 31, 2006 after the roll-over of the scheme
          as an open ended fund. Further, the full text of the Annual Report will be available for inspection at the office of the Fund.
          A copy of the Annual Report will be sent to Unit holders, free of cost, on specific request.
          The Fund shall before the expiry of one month from the close of each half year, that is as on March 31 and September 30,
          publish its unaudited financial results in one English daily newspaper circulating all India and in a newspaper published in
          the language of the region where the Head Office of the Fund is situated and update the same on AMC’s website at
          www.pruicici.com within 60 days from the close of each half year, in the prescribed format.
     g)   Rights of Unitholders of the Scheme
          1.    Unitholders of the Scheme have a proportionate right in the beneficial ownership of the assets of that Scheme.
          2.    The Trustee is bound to make such disclosures to the Unitholders as are essential in order to keep them informed about
                any information known to Trustee which may have an adverse bearing on their investments.
          3.    The appointment of an AMC for the Fund can be terminated by majority of the Trustee or by 75% of the Unitholders
                of the Scheme of the Fund and any change in the appointment of the AMC shall be subject to the prior approval of SEBI
                and the Unitholders of the Scheme.
          4.    The Trustee is obliged to convene a meeting on a requisition of 75% of the Unitholders of the Scheme.
          5.    75% of the Unitholders of a Scheme and the Plan thereunder can pass a resolution to wind up the Scheme.
          6.    Unitholders have the right to inspect all the documents listed under “Documents Available for Inspection”.
          7.    The Trustee shall obtain the consent of the Unitholders:
                a)    whenever required to do so by SEBI, in the interest of Unitholders
                b)    whenever required to do so on the requisition made by three-fourths of the Unitholders of the Scheme.
                c)    when the Trustee decides to wind up or prematurely redeem the units.
          8.    The Trustees shall ensure that no change in the fundamental attributes of any scheme or the trust or fee and expenses
                payable or any other change which would modify the scheme and affects the interests of unit holders is carried out
                unless:
                a)    a written communication about the proposed change is sent to each Unitholder and
                b)    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
                c)    the Unitholders are given an option to exit at the prevailing Net Asset Value without any exit load.
          9.    Subject to the Regulations and the guidelines issued by SEBI, the consent of the Unitholders of the Scheme will be
                obtained through voting, by mail. Detailed modalities of the same, including the principles for entitlement of votes for
                each Unitholder will be finalized in consultation with and after obtaining the approval of SEBI and the Trustee.
          10. Annual report containing accounts of the AMC would be displayed on the websites of the Fund (i.e. pruicici.com)
              Unitholders, if they so desire, may request for the annual report of the AMC.
     h)   Duration of the Scheme /Winding up
          The duration of the Scheme is limited till the maturity of the scheme unless rolled over. The AMC, the Fund and the Trustee
          reserve the right to make such changes/alterations the Scheme (including the charging of fees and expenses) offered under
          this Offer Document to the extent permitted by the applicable Regulations. However, in terms of the Regulations, a Scheme
          may be wound up after repaying the amount due to the Unitholders:
          1.    On happening of any event, which in the opinion of the Trustee, requires the Scheme to be wound up, OR
          2.    If seventy five percent (75%) of the Unitholders of the Schemes pass a resolution that the Scheme be wound up, OR
          3.    If SEBI so directs in the interest of the Unitholders, OR
          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, OR.
          5. On Maturity of the Scheme.
          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.

72
                                                                                                              Prudential ICICI Mutual Fund

i)   Procedure and manner of Winding up
     Other than for winding up of the Scheme on the maturity, the Trustee shall call a meeting of the Unitholders of the Scheme
     to approve by simple majority of the Unitholders present and voting at the meeting for authorizing the Trustee or any other
     person to take steps for the winding up of the Scheme.
     The Trustee or the person authorized above shall dispose of the assets of the Scheme in the best interest of the Unitholders
     of the Scheme.
     The proceeds of sale realized in pursuance of the above, shall be first utilized 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 herein above, the provisions of the Regulations in respect of disclosures of half-yearly
     reports and annual reports shall continue to be applicable until winding up is completed or the Scheme ceases to exist.
     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 purpose. 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.
     The Scheme’s auditors, N. M. Raiji and Co. have confirmed that based on the law in force, the following benefits may accrue
     to the respective assesses:
     Based on the law in force and after considering the amendments made in the Income Tax Act, 1961 (“the Act”) by the
     Finance Act, 2005, yhe Scheme’s auditors, N. M. Raiji and Co. have confirmed that the following benefits may accrue to the
     respective assesses:
     1.   TO THE FUND
          The Income of the Fund registered under the Securities and Exchange Board of India Act, 1992 (15 of 1992) or
          regulations made there under will be exempt from income tax in accordance with the provisions of section 10(23D) of
          the Act. The income received by the Fund is not liable for deduction of tax at source.
          As per section 115R, the Mutual Funds are liable to pay additional income tax on the income distributed by it.
          Under the provisions of section 115R of the Act, additional income tax is payable at different rates on income
          distributed to different class of unitholders. The Mutual Funds will be liable to pay additional income tax at the rate of
          12.50% plus applicable surcharge on the income distributed by the Fund to Individuals and HUFs and at the rate of
          20% plus applicable surcharge on the income distributed to any other assessees. Levy of education cess at the rate of
          2% is also applicable on total tax payable. However, in respect of open-ended equity oriented funds, no additional
          income tax is payable on income distributed by the Fund.
     2.   SECURITIES TRANSACTION TAX
          Securities Transaction Tax (“STT”) is applicable on 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 Finance Act, 2005 has revised the rates for levy of STT under Chapter VII of the Finance (No. 2) Act 2004 with effect
          from June 01, 2005.




                                                                                                                                             73
     Prudential ICICI Mutual Fund

                The STT rates as applicable from June 1, 2005 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             0.1%          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                 0.1%          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                 0.02%         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.                          0.2%          Seller
                Mutual Fund is responsible for collecting the STT from every person who sells the unit to it at the rate of 0.2%.
                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
                      Under Section 10(38), Long Term Capital Gain on sale of units of Equity Oriented Funds are exempt from Income
                      Tax in the hands of unit holders, provided such transactions are entered into a recognised stock exchange or such
                      units are sold to the Mutual Fund and are chargeable to STT.
                      In respect of capital gains that are 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.
                      ii)     For Partnership Firms, Non-Residents, Indian Companies/Foreign Companies
                              Long-term Capital Gains in respect of Units held for a period of more than 12 months will be chargeable
                              under section 112 of the Act at a rate of 20% plus surcharge, as may be applicable and cess. Capital gains
                              would be computed after taking into account cost of acquisition as adjusted by Cost Inflation Index notified
                              by the Central Government and expenditure incurred wholly and exclusively in connection with such transfer.
                              It is further provided that an assessee will have an option to apply concessional rate of 10% plus applicable
                              surcharge and cess, provided the long term capital gains are computed without substituting indexed cost in
                              place of cost of acquisition.
                      iii) For Non-resident Indians
                              Under section 115E of the Act for non-resident Indians, income by way of long-term capital gains in respect
                              of Units is chargeable at the rate of 20% plus applicable surcharge and cess. Such long-term capital gains
                              would be calculated without indexation of cost of acquisition.
74
                                                                                                  Prudential ICICI Mutual Fund

         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
    Section 111A provides that short-term capital gains arising on sale of units of Equity Oriented Funds are chargeable
    to income tax at a concessional rate of 10% plus applicable surcharge and cess, provided such transactions are
    entered into on a recognised stock exchange or such units are sold to the Mutual Funds and are chargeable to STT.
    Further, Section 48 provides that no deduction shall be allowed in respect of STT paid for the purpose of
    computing Capital Gains.
    In respect of capital gains not chargeable under section 111A, the provisions for taxation of short-term capital
    gains for different categories of assessees is explained hereunder:
    Short term Capital Gains in respect of Units held for a period of not more than 12 months is added to the total
    income. Total income including short-term capital gains is chargeable to tax as per the relevant slab rates.
    Income Tax Rates
    The maximum income tax rates for various categories of assessees for AY 2006-07 are as under:
    Resident individuals and HUF                                     30% plus surcharge and cess
    Partnership Firms                                                30% plus surcharge and cess
    Indian companies                                                 30% plus surcharge and cess
    Non Resident Indians                                             30% plus surcharge and cess
    Foreign Companies                                                40% plus surcharge and cess
    With regards to individuals and HUF having a total income exceeding Rs. 10,00,000, Partnership Firms and Indian
    Companies, a surcharge of 10% on the income tax is applicable. Individuals and HUFs having total income less
    than Rs. 10,00,000 are not liable to surcharge. A surcharge of 2.5% on the income tax would be applicable in the
    case of Foreign Companies.
    Further, education cess at the rate of 2% on the income tax (including applicable surcharge) would be applicable
    for all categories of assessees.
3.4 CAPITAL LOSSES
    Losses under the head “Capital Gains” cannot be set off against income under any other head. Further within the
    head “Capital Gains”, losses arising from the transfer of long-term capital assets cannot be adjusted against
    gains arising from the transfer of a short-term capital asset. However, losses arising from the transfer of short-term
    capital assets can be adjusted against gains arising from the transfer of either a long-term or a short-term capital
    asset.
    Under Section 10(38), Long Term Capital Gains on sale of units of Equity Oriented Fund are exempt from Income
    Tax provided certain conditions are fulfilled. Hence, losses arising from such type of transaction of sale of units of
    Equity Oriented Fund would not be eligible for set-off against taxable capital gains.
    Unabsorbed long-term capital loss (other than that relating to sale of equity shares and units of Equity Oriented
    Fund as stated in para above) can be carried forward and set off against the long-term capital gains arising in any
    of the subsequent eight assessment years.
    Unabsorbed short-term capital loss can be carried forward and set off against the income under the head Capital
    Gains in any of the subsequent eight assessment years.
    According to section 94(7) of the Act, if any person buys or acquires units within a period of three months prior
    to the record date fixed for declaration of dividend or distribution of income and sells or transfers the same within
    a period of nine months from such record date, then losses arising from such sale to the extent of income received
    or receivable on such units, which are exempt under the Act, will be ignored for the purpose of computing his
    income chargeable to tax.
    Further, Sub-section (8) of Section 94 provides that, where additional units have been issued to any person
    without any payment, on the basis of existing units held by such person then the loss on sale of original units shall
    be ignored for the purpose of computing income chargeable to tax, if the original units were acquired within
    three months prior to the record date fixed for receipt of additional units and sold within nine months from such
    record date. However, the loss so ignored shall be considered as cost of acquisition of such additional units held
    on the date of sale by such person.
3.5 Section 80C as introduced by the Finance Act, 2005, provides that from the total income of an individual and HUF,
    deduction for an amount paid or deposited in certain eligible schemes or investments would be available, subject
    to a maximum amount of Rs. 1,00,000.


                                                                                                                                 75
     Prudential ICICI Mutual Fund

                      According to clause (xiii) and clause (xx) to sub-section 2, any subscription to any units of Mutual Fund notified
                      under Section 10(23D) would qualify for deduction under the aforesaid section provided
                      §     the plan formulated in accordance with a scheme notified by the Central Government; or
                      §     approved by CBDT on an application made by the Mutual Fund and the amount of subscription to such units
                            is subscribed only in eligible issue of capital of any company.
          4.    TAX DEDUCTION AT SOURCE
                4.1 For Income in respect of units:
                      No tax shall be deducted at source in respect of any income credited or paid in respect of units of the Fund as per
                      the provisions of section 10(35), section 194K and section 196A.
                4.2 For Capital Gains
                      (i)   In respect of Resident Unit holders
                            No tax is required to be deducted at source on capital gains arising to any resident unit holder (under section
                            194K) vide circular no. 715 dated August 8, 1995 issued by the Central Board for Direct Taxes (CBDT).
                      (ii) In respect of Non- Resident Unit holders
                            Under section 195 and section 196B of the Act, tax shall be deducted at source in respect of capital gains as
                            under:
                            a.      In case of non resident other than a company -
                                    Long term capital gains1                              20% plus surcharge and cess
                                    Short term capital gains2                             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
                      1
                            Except for gains arising from sale of unit of Equity Oriented Funds, which are exempt under section 10(38) of
                            the Act.
                      2
                            Short-term capital gains arising from transfer of equity mutual fund units will be subject to tax @ 10%.
                      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.
          5.    EXEMPTION FROM TAX ON CAPITAL GAINS ARISING ON TRANSFER OF UNITS HELD FOR MORE THAN 12
                MONTHS
                Under section 54EC of the Act
                As provided under section 54EC, and subject to the conditions specified therein, where an assessee has made capital
                gains from the transfer of units held in Mutual Fund Scheme for a period exceeding 12 months and the assessee has
                any time within a period of 6 months after the date of such transfer, invested the whole of the capital gains in the long
                term specified assets i.e., in bonds redeemable after 3 years issued by the National Bank for Agriculture and Rural
                Development, or by the National Highways Authority of India or by the Rural Electrification Corporation Limited or by
                National Housing Bank or by the Small Industries Development Bank of India, such capital gains shall be exempted
                from tax on capital gains under section 54EC of the Income Tax Act, 1961. However, if the assessee has invested only
                a part of the capital gains, he will be eligible for the proportionate exemption.
                Section 54EC provides that where any investment has been allowed as a deduction under this section the same shall
                not be allowed as deduction in Section 80C.
                Under section 54ED of the Act
                Under Section 54ED and subject to the conditions specified therein, capital gains arising from the transfer of units held
                in the Mutual Fund Scheme for a period exceeding 12 months will be exempt, if the assessee has, any time within a
                period of 6 months after the date of such transfer, invested the whole of the capital gains in acquiring equity shares
                forming part of an eligible issue of capital. However, if the assessee has invested only a part of the capital gains, he will
                be eligible for the proportionate exemption. An eligible issue of capital means an issue of equity shares offered for
                subscription to the public by a public company formed and registered in India.
                Section 54ED provides that where any investment has been allowed as a deduction under this section the same shall
                not be allowed as deduction in Section 80C.
          6.    INVESTMENTS BY CHARITABLE AND RELIGIOUS TRUSTS
                Units of a Mutual fund Scheme referred to in clause 23D of section 10 of the Income Tax Act, 1961, constitute 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.

76
                                                                                                           Prudential ICICI Mutual Fund

     7.     WEALTH TAX
            Units held under the Mutual Fund Scheme are not treated as assets within the meaning of section 2(ea) of the Wealth
            Tax Act, 1957 and are, therefore, not liable to Wealth-Tax.
k)   Unclaimed redemption amount
     The unclaimed Redemption amount may be deployed by the Mutual Fund in call money market or money market instruments
     only and the investors who claim these amounts during a period of three years from the due date shall be paid at the
     prevailing Net Asset Value. After a period of three years, this amount will be transferred to a pool account and the investors
     can claim the amount at NAV prevailing at the end of the third year. The income earned on such funds will be used for the
     purpose of investor education. The AMC will make 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, 2005                     As of January 10, 2006
       Unclaimed Redemption Amount -               Rs.5.74 crores of 26,249 Investors       Rs. 5.21 crores of 24,370 Investors
       Premier Redeemed
          Unclaimed Redemption Amount -            Rs.3.42 Crores of 5,212 Investors        Rs. 2.76 Crores of 4,623 Investors
          Premier Rolled Over Redeemed
          Unclaimed Dividend Amount                Rs. 0.03 Crores                          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 #
           01/04/2002 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 31/03/2005
           Complaints/ Requests received during the period                                         565         Not applicable
           Redressed during the period                                                             562         Not applicable
           Pending as on March 31, 2005                                                               6        Not applicable
           01/04/2005 to 10/01/2006
           Complaints/ Requests received during the period                                         220         Not applicable
           Redressed during the period                                                             221         Not applicable
           Pending as on January 10, 2006                                                             5        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 and
          redeemed in February 2005. The pending investor complaints / requests pertain to, inter-alia, Issue of duplicate certificates,
          non receipt of certificates, non receipt of redemption/dividend warrants, revalidation of dividend warrants, name correction,
          change of address of the Unitholder, registration of death cases, registration of Power of Attorney, transfer/transmission
          of Units etc. All investor grievances are normally redressed within a period of 15 days of their receipt, subject to the
          information furnished by the Unitholder is complete and accurate. If such information is not provided/not available with
          the Registrars to the above Schemes, the matter is further followed up with the investors. Investor complaints are
          continuously monitored with the Registrar to the Schemes.




78
                                                                                      Prudential ICICI Mutual Fund

Data relating to the period April 1, 2005 to January 10, 2006
 Scheme                                               Opening     Complaints   Complaints       Complaints
                                                      Pending       Received    redressed         pending
 Prudential ICICI Growth Plan                               Nil           6            6                    Nil
 Prudential ICICI Income Plan                               Nil          32           32                    Nil
 Prudential ICICI Liquid Plan                               Nil           0            0                    Nil
 Prudential ICICI FMCG Fund                                 Nil           1            1                    Nil
 Prudential ICICI Tax Plan                                  Nil          40           40                    Nil
 Prudential ICICI Gilt Fund                                 Nil           2            2                    Nil
 Prudential ICICI Balanced Fund                             Nil          18           18                    Nil
 Prudential ICICI Technology Fund                           Nil          13           13                    Nil
 Prudential ICICI Monthly Income Plan                       Nil          13           13                    Nil
 Prudential ICICI Fixed Monthly Plan                        Nil           0            0                    Nil
 Prudential ICICI Child Care Plan                           Nil           4            4                    Nil
 Prudential ICICI Power                                     Nil          24           24                    Nil
 Prudential ICICI Short Term Plan                           Nil           0            0                    Nil
 Prudential ICICI Long Term Plan                            Nil           0            0                    Nil
 Prudential ICICI Index Fund                                Nil           1            1                    Nil
 Prudential ICICI Sweep Plan                                Nil           0            0                    Nil
 Prudential ICICI Flexible Income Plan                      Nil           0            0                    Nil
 Prudential ICICI Dynamic Plan                              Nil           8            8                    Nil
 Sensex Prudential ICICI Exchange Traded Fund               Nil           0            0                    Nil
 Prudential ICICI Floating Rating Plan                      Nil           0            0                    Nil
 Prudential ICICI Advisory Series                                         0            0                    Nil
 Prudential ICICI Income Multiplier Fund                    Nil           5            5                    Nil
 Prudential ICICI Long Term Floating Rate Plan              Nil           0            0                    Nil
 Prudential ICICI Emerging Star                             Nil          10           10                    Nil
 Prudential ICICI Discovery Fund                            Nil          11           11                    Nil
 Prudential ICICI Plan I Year Plus                          Nil           2            2                    Nil
 Prudential ICICI Blended Plan                              Nil           0            0                    Nil
 Prudential ICICI Infrastructure Fund                       Nil          12           12                    Nil
 Prudential ICICI Services Industries Fund                  Nil           5            5                    Nil
 Total                                                      Nil         207          207                    Nil


Details of investor complaints received from SEBI
 For the Period                                                   Complaints   Complaints       Complaints
                                                                    Received    redressed         pending
 Financial Year 2002-2003                                                17           15                      5
 Financial Year 2003-2004                                                30           33                      2
 Financial Year 2004-2005                                                48           45                      5
 April 1, 2005 to January 10, 2006                                       29           33                      1




                                                                                                                     79
     Prudential ICICI Mutual Fund

     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:

            Scheme name/Nature of investment                                    F.Y              F.Y             F.Y     April 1, 2005 to
                                                                         2002-2003        2003-2004       2004-2005    January 10, 2006
            Investment in Bonds of ICICI Bank Ltd.
            Prudential ICICI Long Term Floating Rate Plan                         -                -               -         50,006,674
            Prudential ICICI Income Plan                               818,794,702      15,00,00,000               -                    -
            Prudential ICICI Liquid Plan                                10,891,898      10,00,00,000               -                    -
            Prudential ICICI Short Term Plan                            58,913,072                 -               -         50,529,403
            Prudential ICICI FMP Yearly Series 12                                 -                -               -       203,436,745
            Investment in NSE Linked Mibor Deposits /
            Term Deposit of ICICI Bank Ltd
            Prudential ICICI Balanced Fund                                        -                -               -       250,200,000
            Prudential ICICI Blended Plan - Plan A                                -                -               -      1,332,700,000
            Prudential ICICI Blended Plan - Plan B                                -                -               -       490,000,000
            Prudential ICICI Discovery Plan                                       -                -               -         45,000,000
            Prudential ICICI Dynamic Plan                                         -                -               -         22,500,000
            Prudential ICICI Child Care Gift Plan                                 -                -               -         72,500,000
            Prudential ICICI Growth Plan                                          -                -               -         14,000,000
            Prudential ICICI Income Multiplier Fund                               -                -               -       150,100,000
            Prudential ICICI Infrastructure Fund                                  -                -               -       118,500,000
            Prudential ICICI Child Care Study Plan                                -                -               -         54,100,000
            Prudential ICICI Liquid Plan                               200,000,000    13,250,000,000   1,680,000,000      8,000,000,000
            Prudential ICICI Monthly Income Plan                                  -                -    500,000,000        425,400,000
            Prudential ICICI Power                                                -                -               -         62,500,000
            Prudential ICICI Services Industries Fund                             -                -               -         66,000,000
            Prudential ICICI Flexible Income Plan                                 -                -    100,000,000                     -
            Prudential ICICI Short Term Plan                                      -    1,250,000,000               -                    -
            Prudential ICICI Income Multiplier Plan                               -                -     80,000,000                     -
            Prudential ICICI Long Term Floating Rate Plan                         -                -    140,000,000                     -
            Prudential ICICI Fixed Maturity Plan – Yearly Series 23   5,000,000,000      16,000,000                -                    -
            Prudential ICICI Fixed Maturity Plan – Yearly Series 12     50,000,000       21,700,000                -                    -
            Prudential ICICI Fixed Maturity Plan – Yearly Series 6                -     200,000,000                -                    -
            Prudential ICICI Fixed Maturity Plan – NRI Series 4 –                 -     127,000,000                -                    -
            Half Yearly
            in equity shares of ICICI Bank Ltd
            Prudential ICICI Balanced Fund                                        -                -      4,418,418          57,808,069
            Prudential ICICI Dynamic Plan                                         -                -               -         92,684,872
            Prudential ICICI Dynamic Plan                                         -                -         59,000                     -
            Prudential ICICI Growth Plan                                          -                -     29,443,706          54,540,034
            Prudential ICICI Index Fund                                  3,491,370         4,094,680        264,135             632,070
            Prudential ICICI Infrastructure Fund                       106,720,923
            Prudential ICICI Monthly Income Plan                                  -                -      5,884,612                     -
            Prudential ICICI Power                                                -                -     35,328,722         213,571,771
            Prudential ICICI Services Industries Fund                  161,239,301
            SENSEX Prudential ICICI Exchange Traded Fund                 6,327,798         4,144,321               -            664,219
            TOTAL                                                     6,148,418,840   15,122,939,001   2,581,224,610    12,095,334,081
            % to the net assets of the Mutual Fund                           6.77%           10.55%           1.69%               5.32%


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




80
                                                                                                     Prudential ICICI Mutual Fund

Underwriting obligations with respect to issues of Associate Companies:
The AMC has, till date, not entered into any underwriting contracts in respect of any public issue made by any of its
associate companies.
Subscription in issues lead managed by ICICI Securities Ltd. [erstwhile ICICI Securities & Finance Company Limited (I-Sec)]

 ICICI Securities Ltd. (erstwhile ICICI Securities              F.Y 2002-2003        F.Y 2003-2004         F.Y. 2004-2005
 and Finance Co. Ltd.)
 Prudential ICICI Power                                                    Nil        *41,080,800             240,827,754
 Prudential ICICI Income Plan                                     200,000,000                  Nil                     Nil
 Prudential ICICI Liquid Plan                                              Nil                 Nil            750,000,000
 Prudential ICICI Growth Plan                                              Nil        *47,483,650             161,791,526
 Prudential ICICI Tax Plan                                                 Nil         *2,187,500              10,312,874
 Prudential ICICI Child Care Plan – Gift Plan                              Nil                 Nil             28,922,878
 Prudential ICICI Child Care Plan – Study Plan                             Nil                 Nil              5,704,228
 Prudential ICICI Monthly Income Plan                                      Nil        *21,828,505             430,256,768
 Prudential ICICI Balanced Fund                                            Nil        *12,968,855              75,974,024
 Prudential ICICI Dynamic Plan                                             Nil        *11,610,665              57,794,214
 Prudential ICICI Technology Fund                                          Nil                 Nil              6,613,818
 Prudential ICICI Income Multiplier Fund                                   Nil          3,932,175             126,604,402
 Prudential ICICI Discovery Fund                                           Nil                 Nil             35,137,272
 Prudential ICICI Flexible Income Plan                                     Nil                 Nil            250,000,000
 Prudential ICICI Floating Rate Plan                                       Nil                 Nil            250,000,000
 Prudential ICICI Short Term Plan                                          Nil                 Nil            250,000,000
 Prudential ICICI Long Term Plan                                           Nil                 Nil            150,000,000
  Prudential ICICI Emerging S.T.A.R. Fund                                  Nil                 Nil             22,932,282
 TOTAL                                                            200,000,000         141,092,150          2,852,872,040
During the period April 1, 2004 to January 10, 2006 no subscription was made in issues lead managed by its Associates
* 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 2002-2003
 Prudential ICICI Income Plan                                                                                              Nil
 Prudential ICICI Liquid Plan                                                                              1,450,000,000
 Prudential ICICI Short Term Plan                                                                             603,220,568
 Prudential ICICI Monthly Income Plan                                                                         445,762,855
 Prudential ICICI Flexible Income Plan                                                                        300,000,000

Financial year 2003-2004 onwards no subscription was made in issues lead managed ICICI Bank Limited
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.




                                                                                                                                    81
     Prudential ICICI Mutual Fund

          Transactions with Associate Companies:
                                                                                                                     (Amount in Rupees)
                                                                                 F.Y.         F.Y.           F.Y.         April 1, 2005 to
                                                                           2002-2003    2003-2004      2004-2005        January 10, 2006
             ICICI Bank Limited – Bank Charges
             Prudential ICICI Balanced Fund                                  825,500      935,260     815,320.88                 356,081
             Prudential ICICI Discovery Fund                                      Nil          Nil     420,883.85                717,185
             Prudential ICICI Dynamic Plan                                       112      770,817      596,182.19                608,655
             Prudential ICICI Emerging S.T.A.R. Fund                              Nil          Nil     276,590.68                168,402
             Prudential ICICI Flexible Income Plan                           398,750      933,012      664,748.93                133,067
             Prudential ICICI Floating Rating Plan                                Nil     333,309      778,929.20                696,314
             Prudential ICICI FMCG Fund                                      427,000       63,040      125,546.25                 43,176
             Prudential ICICI Fixed Maturity Plan – Quarterly Series 25           Nil          Nil             Nil                 4,357
             Prudential ICICI Fixed Maturity Plan – Yearly Series 12              Nil          Nil      23,902.59                 36,018
             Prudential ICICI Fixed Maturity Plan – Yearly Series 24              Nil          Nil      23,902.59                 36,018
             Prudential ICICI Child Care Plan-Gift Plan                          350       56,396      189,274.57                 35,956
             Prudential ICICI Gilt Fund – Investment                         889,297      811,421      563,502.79                 48,363
             Prudential ICICI Gilt Fund – PF Option                               Nil          Nil             Nil                22,877
             Prudential ICICI Gilt Fund – Treasury                           825,762      185,029      343,961.51                 10,847
             Prudential ICICI Gilt Fund – Treasury - PF Option                    Nil          Nil     351,541.67                 21,948
             Prudential ICICI Growth Plan                                    827,049      958,392      796,978.96                407,374
             Prudential ICICI Income Multiplier Fund                              Nil          Nil     391,109.02                129,584
             Prudential ICICI Income Plan                                  1,326,708    1,133,115    1,025,720.67                142,375
             Prudential ICICI Liquid Plan                                    889,394      688,562    1,797,358.07              4,847,265
             Prudential ICICI Long Term Floating Rate Plan                        Nil          Nil      52,070.35                 28,991
             Prudential ICICI Long Term Plan                                      Nil      68,619       63,709.85                 18,171
             Prudential ICICI Monthly Income Plan                            825,665      945,772    1,322,413.33                660,178
             Prudential ICICI Plan I                                              Nil          Nil       3,449.00                      0
             Prudential ICICI Power                                               15      958,588    1,136,605.09              1,145,095
             Prudential ICICI Short Term Plan                                825,715    1,012,692      601,179.91                216,294
             Prudential ICICI Child Care Plan-Study Plan                         730       15,689       54,234.48                 28,827
             Prudential ICICI Tax Plan                                         1501       470,030      218,904.50                123,999
             Prudential ICICI Technology Fund                                831,405      145,052      757,591.16                289,971
             Prudential ICICI Cautious Plan                                       Nil          Nil      30,164.02                 18,569
             Prudential ICICI Moderate Plan                                       Nil          Nil      44,826.81                 21,546
             Prudential ICICI Very Aggressive Plan                                Nil          Nil      11,955.03                 11,907
             Prudential ICICI Very Cautious Plan                                  Nil          Nil      20,906.92                 18,941
             Prudential ICICI Aggressive Plan                                     Nil          Nil      15,367.90                 21,576
             Prudential ICICI Blended Plan Plan A                                 Nil          Nil             Nil             7,680,134
             Prudential ICICI Blended Plan – Plan B                               Nil          Nil             Nil             2,688,117
             Prudential ICICI Services Industries Fund                            Nil          Nil             Nil               315,558
             Prudential ICICI Infrastructure Fund                                 Nil          Nil             Nil             1,624,994
             Prudential ICICI Index Fund                                          Nil          Nil             Nil                17,070
             Prudential ICICI Gilt Fund – Investment - PF Option                  Nil         200      355,160.83                      0
             Prudential ICICI Fixed Maturity –Quarterly Plan - Series 24          Nil          Nil             14                      0
             ICICI Premier                                                        Nil      38,341              Nil                     0
             Prudential ICICI Index Fund                                          Nil          73              Nil                     0
             Prudential ICICI Fixed Maturity Plan Quarterly series 2              50           Nil             Nil                     0
             Prudential ICICI Fixed Maturity Plan Yearly series 1                 Nil          82              Nil                     0
             Prudential ICICI Fixed Maturity Plan Yearly series 3                661           Nil             Nil                     0
             Prudential ICICI Sweep Plan                                          Nil       1,174              Nil                     0
             Prudential ICICI Fixed Maturity Plan – Yearly Series 23              Nil          46              Nil                      0




82
                                                                                                             Prudential ICICI Mutual Fund


                                                                          F.Y.          F.Y.             F.Y.       April 1, 2005 to
                                                                    2002-2003     2003-2004        2004-2005      January 10, 2006
ICICI Bank Limited – Brokerage
Prudential ICICI Growth Plan                                          1287401      4,921,497     2,222,891.29              1,278,422
Prudential ICICI FMCG Fund                                              36,865       342,403        67,475.31                489,955
Prudential ICICI Blended Plan – Plan A                                      Nil           Nil              Nil             4,265,791
Prudential ICICI Blended Plan – Plan B                                      Nil           Nil              Nil             1,029,463
Prudential ICICI Balanced Fund                                         371,333     1,228,809     2,104,082.04                653,657
Prudential ICICI Tax Plan                                              182,185       317,554       692,570.09              3,159,544
Prudential ICICI Technology Fund                                       688,780     1,141,174       749,131.93                459,854
Prudential ICICI Power                                                  82,382    19,893,911    13,886,378.13              4,914,714
Prudential ICICI Child Care Plan-Study Plan                            240,792       331,695       365,272.39                223,083
Prudential ICICI Child Care Plan-Gift Plan                             368,251       440,987       740,634.98                656,397
Prudential ICICI Dynamic Plan                                        1,402,785     3,995,832     2,647,414.31              8,762,549
Prudential ICICI Discovery Fund                                             Nil           Nil    4,288,947.01             13,404,072
Prudential ICICI Emerging S.T.A.R. (Stock Targeted                          Nil           Nil       10659160               3,886,114
At Returns) Fund
Prudential ICICI Income Plan                                        18,404,188    19,652,833        4,341,734                774,392
Prudential ICICI Index Fund                                                 Nil           Nil              Nil                11,390
Prudential ICICI Infrastructure Fund                                        Nil           Nil              Nil            50,004,738
Prudential ICICI Monthly Income Plan                                 2,178,352     3,794,594        3,974,498              1,355,165
Prudential ICICI Income Multiplier Fund                                     Nil      346,122          575,892                803,104
Prudential ICICI Liquid Plan                                        13,452,007    14,253,329        5,385,319              4,973,103
Prudential ICICI Liquid Institutional Plus                                  Nil           Nil              Nil             3,394,936
Prudential ICICI Short Term Plan                                    15,237,064     8,976,641          825,812              1,288,403
Prudential ICICI Flexible Income Plan                                2,512,861     6,755,437     2,125,857.63                200,970
Prudential ICICI Long Term Floating Rate Plan                               Nil           Nil       1,073,757              1,771,562
Prudential ICICI Long Term Plan                                            137           636              589                104,195
Prudential ICICI Gilt Fund – Treasury                                  147,943        67,126          151,169                151,053
Prudential ICICI Gilt Fund Treasury – PF Option                             Nil      157,604          209,973                121,353
Prudential ICICI Gilt Fund – Investment                              4,448,085     5,051,182        3,127,133              1,146,363
Prudential ICICI Gilt Fund Investment Plan – PF Option                      Nil    1,893,378          623,790                396,620
Prudential ICICI Floating Rate Plan                                        995       349,724        4,664,522              3,905,415
Prudential ICICI Fixed Maturity Plan – Series 25 – Quarterly Plan           Nil           Nil          13,497                 43,397
Prudential ICICI Fixed Maturity Plan – Series 26                            Nil           Nil              Nil                 7,369
Prudential ICICI Fixed Maturity Plan – Series 26 – Quarterly Plan           Nil           Nil          50,035                 17,057
Prudential ICICI Fixed Maturity Plan Yearly series 6                   378,438            Nil          21,506                 17,154
Prudential ICICI Very Cautious Plan                                         Nil      285,110          239,660                 60,360
Prudential ICICI Cautious Plan                                              Nil      345,285          637,190                 57,016
Prudential ICICI Moderate Plan                                              Nil    1,189,032          150,881                 32,205
Prudential ICICI Agressive Plan                                             Nil    1,283,833          191,735                 28,160
Prudential ICICI Very Agressive Plan                                        Nil    1,741,893           91,386                 20,821
Prudential ICICI Income Plan – Institutional Option                         Nil           Nil         110,819                     Nil
Prudential ICICI Short Term Plan – Institutional Option                     Nil           Nil         880,662                     Nil
Prudential ICICI Liquid Plan – Institutional Option                         Nil           Nil      10,862,559                     Nil
Prudential ICICI Fixed Maturity Plan – Series 24 – Quarterly                Nil        4,781           65,716                     Nil
Prudential ICICI Fixed Maturity Plan – Series 25 –15 Months Plan            Nil           Nil          54,933                     Nil
Prudential ICICI Fixed Maturity Plan – Series 25 – Yearly Plan              Nil           Nil          21,300                     Nil
Prudential ICICI Fixed Maturity Plan Yearly series 5                   156,198        46,342           93,300                     Nil
Prudential ICICI Fixed Maturity Plan Yearly series 6 –                      Nil           Nil          12,610                     Nil
Institutional Option
Prudential ICICI Fixed Maturity Plan Yearly series 12                       Nil           Nil         468,993                       Nil
Prudential ICICI Fixed Maturity Plan Yearly series 12 –                     Nil           Nil         100,771                       Nil
Institutional Option
Prudential ICICI Fixed Maturity Plan Half-Yearly series 1               39,558           809               Nil                      Nil
Prudential ICICI Fixed Maturity Plan Half-Yearly series 2                  977           305               Nil                      Nil
Prudential ICICI Fixed Maturity Plan Quarterly series 1                 11,929         1,944               Nil                      Nil
Prudential ICICI Fixed Maturity Plan Quarterly series 2                 11,668         6,709               Nil                      Nil
Prudential ICICI Fixed Maturity Plan Quarterly series 3                  4676            270               Nil                      Nil
Prudential ICICI Fixed Maturity Plan Yearly series 2                     8,611           809               Nil                      Nil
Prudential ICICI Fixed Maturity Plan Yearly series 3                    98,754       145,555               Nil                      Nil
Prudential ICICI Fixed Maturity Plan Yearly series 4                        88            66               Nil                      Nil

                                                                                                                                            83
     Prudential ICICI Mutual Fund


                                                                                        F.Y.         F.Y.         F.Y.      April 1, 2005 to
                                                                                  2002-2003    2003-2004    2004-2005     January 10, 2006

             Prudential ICICI Fixed Maturity Plan Yearly series 7                       600           Nil           Nil                  Nil
             Prudential ICICI Fixed Maturity Plan Yearly series 1                   109,263        1,262        24,300                   Nil
             Prudential ICICI Index Fund                                             29,945       33,828            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan – Deposit Plus NRI Series 4 –          Nil     107,638            Nil                  Nil
             Quarterly Plan
             Prudential ICICI Fixed Maturity Plan – Deposit Plus NRI Series 6 –          Nil      46,897            Nil                  Nil
             Quarterly Plan
             Prudential ICICI Fixed Maturity Plan – Deposit Plus NRI Series 8 –          Nil     123,529            Nil                  Nil
             Quarterly Plan
             Prudential ICICI Sweep Plan                                                 Nil     831,586            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan – Series 24 – Yearly                   Nil      26,250            Nil                  Nil
             ICICI Infotech Services Limited – Service Charges
             ICICI Premier                                                        1,597,609    1,030,481            Nil                  Nil
             Prudential ICICI Balanced Fund                                              Nil     202,835     94,838.66                   Nil
             Prudential ICICI Discovery Fund                                       2,270.82           Nil
             Prudential ICICI Dynamic Plan                                               Nil     426,905    202,725.69                   Nil
             Prudential ICICI Flexible Income Plan                                       Nil     483,577    132,305.83                   Nil
             Prudential ICICI Floating Rate Plan                                         Nil       8,765    113,464.72                   Nil
             Prudential ICICI FMCG Fund                                                  Nil      73,357     36,543.47                   Nil
             Prudential ICICI Child Care Plan – Gift Option                              Nil      67,493    100,344.93                   Nil
             Prudential ICICI Gilt fund – Investment Option                              Nil     112,830     50,661.05                   Nil
             Prudential ICICI Gilt Fund Investment Plan – PF Option                      Nil      12,916      9,356.83                   Nil
             Prudential ICICI Gilt Fund – Investment Plan -Treasury Option               Nil      11,584     11,885.67                   Nil
             Prudential ICICI Gilt Fund – Treasury Option–PF Option                      Nil      11,584      5,862.14                   Nil
             Prudential ICICI Growth Plan                                                Nil     490,222    267,988.55                   Nil
             Prudential ICICI Income Multiplier Fund                                     Nil          Nil   162,342.54                   Nil
             Prudential ICICI Income Plan                                                Nil          Nil   947,307.36                   Nil
             Prudential ICICI Liquid Plan                                                Nil     683,225    608,337.90                   Nil
             Prudential ICICI Long Term Plan                                             Nil         523      2,746.06                   Nil
             Prudential ICICI Monthly Income Plan                                        Nil     630,504    596,595.37                   Nil
             Prudential ICICI Power                                                      Nil   1,182,127    804,016.71                   Nil
             ICICI Premier Redeemed                                                 671,043      376,805     25,922.52                   Nil
             Prudential ICICI Short Term Plan                                            Nil     233,911     74,132.94                   Nil
             Prudential ICICI Child Care Plan – Study Plan                               Nil      60,391     39,095.52                   Nil
             Prudential ICICI Tax Plan                                                   Nil     231,565    271,738.07                   Nil
             Prudential ICICI Technology Fund                                            Nil     519,188    255,000.52                   Nil
             Prudential ICICI Fixed Maturity Plan – Half Yearly                          Nil         190            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan – Half Yearly 2                        Nil         552            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan – Quarterly                            Nil       1,216            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan – Quarterly Series 2                   Nil         281            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan – Quarterly Series 3                   Nil         467            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan – Yearly Series 3                      Nil         699            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan – Yearly Series 4                      Nil         109            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan – Yearly Series 6                      Nil         437            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan – Yearly Series 7                      Nil          12            Nil                  Nil
             Prudential ICICI Income Plan                                                Nil   1,809,367            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan – Deposit Plus NRI Series 6 –          Nil         110            Nil                  Nil
             Quarterly Plan
             Prudential ICICI Flexible Income Plus Plan                                  Nil          56            Nil                  Nil
             Prudential ICICI Fixed Maturity Plan-Quarterly Series 24                   Ni l          Nil       618.83                   Nil
             Prudential ICICI Fixed Maturity Plan – Yearly Series 1                      Nil         247        112.35                   Nil
             Prudential ICICI Fixed Maturity Plan – Yearly Series 12                     Nil       3,946        151.86                   Nil
             Prudential ICICI Fixed Maturity Plan – Yearly Series 2                      Nil         972         32.98                   Nil
             Prudential ICICI Fixed Maturity Plan-Yearly Series 24                       Nil          Nil       259.89                   Nil
             Prudential ICICI Fixed Maturity Plan – Yearly Series 5                      Nil       2,199         48.60                   Nil
             Prudential ICICI Agressive Plan                                            Ni l          Nil    33,223.68                   Nil
             Prudential ICICI Cautious Plan                                       34,199.76           Nil
             Prudential ICICI Moderate Plan                                             Ni l          Nil    34,421.13                   Nil
             Prudential ICICI Very Aggressive Plan                                      Ni l          Nil   187,383.70                   Nil
             Prudential ICICI Very Cautious Plan                                        Ni l          Nil    12,328.63                   Nil
84
                                                                                                        Prudential ICICI Mutual Fund


                                                                           F.Y.         F.Y.         F.Y.      April 1, 2005 to
                                                                     2002-2003    2003-2004    2004-2005     January 10, 2006

ICICI Capital Services Limited – Brokerage
Prudential ICICI Power                                                     297           Nil          Nil                      Nil
Prudential   ICICI Income Plan                                          54,912           Nil          Nil                      Nil
Prudential   ICICI Liquid Plan                                              Nil          Nil          Nil                      Nil
Prudential   ICICI Growth Plan                                          89,950           Nil          Nil                      Nil
Prudential   ICICI FMCG Fund                                               508           Nil          Nil                      Nil
Prudential   ICICI Tax Plan                                                774           Nil          Nil                      Nil
Prudential   ICICI Balanced Fund                                         1,281           Nil          Nil                      Nil
Prudential   ICICI Technology Fund                                       8,648           Nil          Nil                      Nil
Prudential   ICICI Monthly Income Plan                                   2,849           Nil          Nil                      Nil
Prudential   ICICI Child Care Plan – Gift Plan                           1,656           Nil          Nil                      Nil
Prudential   ICICI Child Care Plan – Study Plan                          2,176           Nil          Nil                      Nil
ICICI Brokerage Service Limited – brokerage on
secondary market transactions
Prudential ICICI Balanced Plan                                         666,606      133,467      762,989                650,014
Prudential ICICI Dynamic Plan                                          148,729      933,145      555,997              1,343,471
Prudential ICICI FMCG Fund                                             181,297       90,180       74,022                 85,237
Prudential ICICI Child Care Plan – Gift Plan                             4736        42,294      163,412                 65,525
Prudential ICICI Growth Plan                                           958,939      800,418      725,906                892,653
Prudential ICICI Income Multiplier Plan                                     Nil          Nil      46,684                155,794
Prudential ICICI Monthly Income Plan                                   185,121      894,866      738,221                221,344
Prudential ICICI Power                                                 188,388    1,199,499    1,282,221              1,725,823
Prudential ICICI Child Care Plan – Study Plan                            7,329        4,200        1,917                  6,440
Prudential ICICI Technology Plan                                        70,270      131,250      387,399                 16,758
Prudential ICICI Tax Plan                                              131,833       64,383       36,354                124,672
Prudential ICICI Discovery Fund                                             Nil          Nil     678,319              1,002,781
Prudential ICICI Emerging S.T.A.R.                                          Nil          Nil     304,029                289,491
Prudential ICICI Blended Plan A                                             Nil          Nil          Nil               201,555
Prudential ICICI Infrastructure Fund                                        Nil          Nil          Nil             3,865,539
Prudential ICICI Blended Plan – Plan B                                      Nil          Nil          Nil                 4,910
Prudential ICICI Services Industries Fund                                   Nil          Nil          Nil               539,296
ICICI Securities Ltd. (erstwhile ICICI Securities and
Finance Co. Ltd.)
Prudential ICICI Growth Plan                                            85,833          409           15                      Nil
Prudential ICICI FMCG Fund                                             350,693        3,690          566                     505
Prudential ICICI Balanced Fund                                       1,047,772       80,076       72,177                     247
Prudential ICICI Tax Plan                                                   38           48           25                      25
Prudential ICICI Technology Fund                                        10,196       13,811       23,338                   9,809
Prudential ICICI Power                                                 386,599           Nil          Nil                     11
Prudential ICICI Child Care Plan – Gift Plan                                Nil          Nil         349                      84
Prudential ICICI Dynamic Plan                                               Nil          Nil           4                       4
Prudential ICICI Income Plan                                         5,013,417      489,647      378,844                      11
Prudential ICICI Monthly Income Plan                                       433        1,610        1,254                     158
Prudential ICICI Liquid Plan                                            61,087       14,792       30,197                  30,673
Prudential ICICI Gilt Fund – Investment                                488,396       89,250       37,663                   7,898
Prudential ICICI Gilt Fund – Treasury Investment Plan                       Nil          Nil          Nil                  1,144
Prudential ICICI Short Term Plan                                       556,652           Nil          Nil                     81
Prudential ICICI Flexible Income Plan                                  113,550           Nil          Nil                     Nil
Prudential ICICI Gilt Fund Investment Plan– PF                              Nil      54,000        7,572                  13,447
Prudential ICICI Gilt Fund – Treasury                                  915,425           Nil          Nil                     Nil
Prudential ICICI Liquid Plan – Institutional Option                         Nil          Nil      98,801                      Nil
Prudential ICICI Liquid Plan – Institutional Plus Option                    Nil          Nil          Nil                 25,497
Prudential ICICI Floating Rate Plan                                         Nil          Nil      21,583                  46,957
Prudential ICICI Fixed Maturity Plan– Series 25 – Quarterly Option          Nil          Nil       6,205                      Nil
Prudential ICICI Fixed Maturity Plan Quarterly series 1                     Nil          Nil          Nil                     Nil
ICICI Web Trade Ltd. - Brokerage
Prudential ICICI Growth Plan                                            65,558      164,231      167,620                180,318
Prudential ICICI FMCG Fund                                              17,816       71,497       65,161                707,930
Prudential ICICI Balanced Fund                                          19,825      123,010      103,015                120,477

                                                                                                                                       85
     Prudential ICICI Mutual Fund


                                                                                       F.Y.         F.Y.         F.Y.      April 1, 2005 to
                                                                                 2002-2003    2003-2004    2004-2005     January 10, 2006
             Prudential ICICI Blended Plan – Plan A                                     Nil          Nil           Nil             24,040
             Prudential ICICI Blended Plan – Plan B                                     Nil          Nil           Nil              7,662
             Prudential ICICI Tax Plan                                              18,649       54,802       205,137           1,223,359
             Prudential ICICI Technology Plan                                       96,558      280,824       167,897             140,576
             Prudential ICICI Power                                                 34,638      389,141       199,823             179,817
             Prudential ICICI Dynamic Plan                                         116,879      222,863       101292              403,560
             Prudential ICICI Discovery Plan                                            Nil          Nil      393,245             388,117
             Prudential ICICI Emerging S.T.A.R.                                         Nil          Nil      519,226             544,332
             Prudential ICICI Income Plan                                          100,224      133,875        29,367              20,036
             Prudential ICICI Monthly Income Plan                                   14,535       54,933        32,105              19,893
             Prudential ICICI Income Multiplier Fund                                    Nil       9,905        13,158              64,088
             Prudential ICICI Infrastructure Fund                                       Nil          Nil           Nil          3,193,370
             Prudential ICICI Liquid Plan                                           30,358       54,016        99,228              97,806
             Prudential ICICI Short Term Plan                                        6,981       12,152        12,816              22,287
             Prudential ICICI Flexible Income Plan                                   7,878       19,992        12,243               4,219
             Prudential ICICI Gilt Treasury                                          2,522        4,109         4004                1,471
             Prudential ICICI Gilt Investment                                       19,178       24,084         7715                1,450
             Prudential ICICI Liquid Plan – Institutional Option                        Nil          Nil       40,105               4,446
             Prudential ICICI Floating Rate Plan                                        Nil          Nil       27,972              32,744
             Prudential ICICI Very Cautious Plan                                        Nil         374         1,513                 680
             Prudential ICICI Cautious Plan                                             Nil       3,126         6,944               1,797
             Prudential ICICI Moderate Plan                                             Nil      48,414        16,814               6,079
             Prudential ICICI Agressive Plan                                            Nil     107,480        31,686              40,052
             Prudential ICICI Very Aggressive Plan                                      Nil     153,655        69,192              54,905
             Way2Wealth Securities Pvt. Ltd. - Brokerage
             Prudential ICICI Growth Plan                                          296,840      183,048    165,070.66              66,995
             Prudential ICICI FMCG Fund                                              1,168        4,412      7,165.93              10,378
             Prudential ICICI Blended Plan – Plan A                                     Nil          Nil           Nil              7,125
             Prudential ICICI Blended Plan – Plan B                                     Nil          Nil           Nil                701
             Prudential ICICI Balanced Fund                                         21,361       53,462    157,922.82              59,366
             Prudential ICICI Tax Plan                                              19,215       31,402     57,441.66             207,811
             Prudential ICICI Technology Plan                                       310,26       73,652    140,888.74              45,691
             Prudential ICICI Power                                                 13,190    1,653,262    639,208.35             109,553
             Prudential ICICI Child Care Plan – Study Plan                          38,778       31,800        34,364              19,903
             Prudential ICICI Child Care Plan – Gift Plan                           46,186       33,307     45,117.25              48,480
             Prudential ICICI Dynamic Plan                                          39,621      186,391    235,528.31             276,679
             Prudential ICICI Discovery Plan                                            Nil          Nil   648.988.55             407,705
             Prudential ICICI Emerging Star                                             Nil          Nil   435,476.06             161,291
             Prudential ICICI Income Plan                                        2,179,850    1,115,698    316,944.95              98,049
             Prudential ICICI Infrastructure Fund                                       Nil          Nil           Nil            736,956
             Prudential ICICI Monthly Income Plan                                  870,075      433,742    272,730.29              80,511
             Prudential ICICI Income Multiplier Fund                                    Nil     142,919     62,779.49              42,449
             Prudential ICICI Index Fund                                             9,167        1,161            Nil              1,002
             Prudential ICICI Liquid Plan                                          334,862      256,382    123,567.98              44,839
             Prudential ICICI Short Term Plan                                      931,228    14,21,883    102,356.72              60,103
             Prudential ICICI Flexible Income Plan                                  38,849      930,438    109,029.52               4,227
             Prudential ICICI Gilt Treasury                                          7730         8,058       5030.14               3,289
             Prudential ICICI Gilt Fund Treasury Plan – PF Option                       Nil       7,075         38.86               9,612
             Prudential ICICI Gilt Investment                                      273,439      449,987    400,147.41             133,727
             Prudential ICICI Gilt Investment – PF                                      Nil          Nil     4,670.32               3,017
             Prudential ICICI Liquid Plan – Institutional Option                        Nil          Nil    33,188.02               6,545
             Prudential ICICI Short Term Plan – Institutional Option                    Nil          Nil    31,585.07
             Prudential ICICI Floating Rate Plan                                        Nil      64,734    224,269.33              23,534
             Prudential ICICI Long Term Floating Rate Plan                              Nil          Nil        9,650              13,819
             Prudential ICICI Fixed Maturity Plan – Series 24 – Quarterly Plan          Nil          Nil       125.12
             Prudential ICICI Fixed Maturity Plan – Yearly Series 12                    Nil          Nil      2515.82
             Prudential ICICI Very Cautious Plan                                        Nil      39,866     19,731.76                  679
             Prudential ICICI Cautious Plan                                             Nil      44,693     90,796.75                5,532
             Prudential ICICI Moderate Plan                                             Nil     129,366     29,562.67                6,251

86
                                                                                                              Prudential ICICI Mutual Fund


                                                                         F.Y.           F.Y.              F.Y.       April 1, 2005 to
                                                                   2002-2003      2003-2004         2004-2005      January 10, 2006
      Prudential ICICI Agressive Plan                                      Nil       68,075         16,786.39                    3,270
      Prudential ICICI Very Agressive Plan                                 Nil       18,578          5,875.57                    1,148
      Prudential ICICI Fixed Maturity Plan – Yearly series 6               Nil           Nil           400.00                       Nil
      Prudential ICICI Fixed Maturity Plan – Quarterly I             (14,409)         1,611                Nil                      Nil
      Prudential ICICI Fixed Maturity Plan – Quarterly II                 51             21                Nil                      Nil
      Prudential ICICI Fixed Maturity Plan – Quarterly III                 29             Nil               Nil                      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.12,927.72 lakhs, Rs. 15,603.41
     lakhs and Rs. 31,943 lakhs during the year 2002-2003, 2003-2004 and 2004-2005 respectively. From the period April 1,
     2005 to January 10, 2006 the total business given to IBSL amounted to Rs. 59,076 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 January 10, 2006 total business given to ICICI Web Trade Ltd. and ICICI Securities
     Limited amounted to Rs. 1,252 lakhs and Rs. 994 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 there under. The Regulations
     currently prescribe the following limits:
     The mutual fund scheme shall not make any investment in;
     1.   any unlisted security of an associate or group company of the Sponsor; or
     2.   any security issued by way of private placement by an associate or group company of the Sponsor; or
     3.   the listed securities of group companies of the Sponsor which is in excess of 25% of the net assets of such scheme.
     The above restrictions and limits are also applicable to this Scheme. The AMC will, before investing in the securities of the
     group companies of the sponsor, evaluate such investments, the criteria for the evaluation being the same as is applied to
     other similar investments to be made under the Scheme. Investments under the Scheme in the securities of the group
     companies will be subject to the limits under the Regulations.
C)   Details of investments in companies that hold more than 5% of NAV of Schemes managed by the AMC, as on
     January 10, 2006
                                                                                         Deccan Chronicle Holdings Ltd.
      Name of Scheme                                                                 Quantity    Amount (Rs.)    % of NAV
      Equity
      Prudential ICICI Monthly Income Plan                                              39,200     12,777,240.00                  0.27
      Prudential ICICI Dynamic Plan                                                 1,510,799 492,444,934.05                      6.74
      Prudential ICICI Emerging S.T.A.R. (Stocks Targeted At Returns) Fund            693,698 226,110,863.10                      5.97
      Prudential ICICI Income Multiplier                                                19,609       6,391,553.55                 0.26
      Prudential ICICI Power                                                          703,746 229,386,008.70                      2.85
      Prudential ICICI Technology Fund                                                359,147 117,063,964.65                      8.35




                                                                                                                                             87
     Prudential ICICI Mutual Fund


                                                                                          Grasim Industries Limited
            Name of Scheme                                                         Quantity    Amount (Rs.)      % of NAV
            Equity
            Prudential    ICICI Infrastructure Fund                                 468,276     666,614,299.80          5.11
            Prudential    ICICI - Discovery Fund                                    216,847     308,692,546.85          3.17
            Prudential    ICICI Blended Plan - A                                      1,925       2,740,333.75          0.04
            Prudential    ICICI Blended Plan - B                                     20,825      29,645,428.75          0.87
            Prudential    ICICI Dynamic Plan                                         91,662     130,485,440.10          1.79
            Prudential    ICICI Income Multiplier Fund                                9,380      13,352,899.00          0.54
            Prudential    ICICI Index Fund                                              113         160,861.15          0.59
            Prudential    ICICI Power                                               107,890     153,586,809.50          1.91
            Prudential    ICICI Spice Fund                                               97         137,851.55          1.73
            Prudential    ICICI Growth Plan                                          59,233      84,321,137.15          2.96
            Debt – Debentures / Bonds
            Prudential ICICI Short Term Plan                                            140 398,950,639.46              2.83
            Prudential ICICI Income Multiplier                                          100 101,488,966.80              4.09

                                                                                                Hero Honda Limited
            Name of Scheme                                                         Quantity        Amount (Rs.)    % of NAV
            Equity
            Prudential    ICICI Balanced Fund                                        75,986  64,306,951.80              2.05
            Prudential    ICICI Power                                               181,202 153,351,252.60              1.90
            Prudential    ICICI Index Fund                                              246     208,189.80              0.76
            Prudential    ICICI Growth Plan                                          98,207  83,112,584.10              2.92
            Prudential    ICICI Discovery Fund                                      400,000 338,520,000.00              3.48
            Prudential    ICICI Tax Plan                                             51,952  43,966,977.60              1.96
            Prudential    ICICI –Monthly Income Plan                                 20,000  16,926,000.00              0.36
            Prudential    ICICI Income Multiplier                                    33,140  28,046,382.00              1.13
            Prudential    ICICI Spice Fund                                              132     111,619.20              1.40

                                                                                               Hindustan Zinc Limited
            Name of Scheme                                                         Quantity        Amount (Rs.)     % of NAV
            Equity
            Prudential ICICI Emerging S.T.A.R. (Stocks Targeted At Returns) Fund    123,147      35,337,031.65          0.93

                                                                                            Hindalco Industries Limited
            Name of Scheme                                                         Quantity     Amount (Rs.)      % of NAV
            Equity
            Prudential ICICI Infrastructure Fund                                   2,738,751    212,662,781.65          1.63
            Prudential ICICI Monthly Income Plan                                     333,288     50,343,152.40          1.06
            Prudential ICICI Balanced Fund                                         1,009,813    120,462,253.65          3.83
            Prudential ICICI Blended Plan – B                                         29,625      1,307,943.75          0.04
            Prudential ICICI Child Care Gift Plan                                    157,534     23,795,510.70          3.31
            Prudential ICICI Dynamic Plan                                          1,316,575    198,868,653.75          2.72
            Prudential ICICI Growth Plan                                             776,818    117,338,358.90          4.12
            Prudential ICICI Income Multiplier Fund                                  100,000      4,415,000.00          0.18
            Prudential ICICI Index Fund                                                1,772        243,073.60          0.89
            Prudential ICICI Power                                                 1,212,525    129,701,901.25          1.61
            Prudential ICICI Spice Fund                                                1,309        172,387.35          2.17
            Debt – Debentures / Bonds
            Prudential ICICI Fixed Maturity Plan – 25 – 15 month option                   30    301,257,435.20        12.01
            Prudential ICICI Balanced Fund                                           600,000     60,009,144.22         1.91
            Prudential ICICI Income Multiplier                                     1,000,000    100,015,239.68         4.03
            Prudential ICICI Short Term Plan                                              65    647,658,017.30         4.60
            Prudential ICICI Sweep Plan                                              500,000     50,007,620.11        12.58
            Prudential ICICI Liquid Plan                                           1,400,015    291,739,105.77         0.38

88
                                                                      Prudential ICICI Mutual Fund


                                                       Hindustan Lever Limited
Name of Scheme                                  Quantity   Amount (Rs.)     % of NAV
Equity
Prudential   ICICI   Spice Fund                    1,456        273,728.00                3.44
Prudential   ICICI   Index Fund                    2,718        513,837.90                1.87
Prudential   ICICI   Monthly Income Plan         100,000     18,905,000.00                0.40
Prudential   ICICI   Child Care Gift Plan         50,000      9,452,500.00                1.31

                                                        HCL Technologies Limited
Name of Scheme                                  Quantity      Amount (Rs.)        % of NAV
Equity
Prudential   ICICI   Balanced Fund               107,186  62,409,048.50                   1.99
Prudential   ICICI   Services Industries Fund    246,488 143,517,638.00                   2.26
Prudential   ICICI   Power                       201,730 117,457,292.50                   1.46
Prudential   ICICI   Index Fund                      395     229,988.75                   0.84
Prudential   ICICI   Dynamic Plan                188,605 109,815,261.25                   1.50

                                                           Jet Airways India Ltd
Name of Scheme                                  Quantity      Amount (Rs.)        % of NAV
Equity
Prudential ICICI Index Fund                          108     127,769.40                   0.46
Prudential ICICI Services Industries Fund        127,192 150,474,495.60                   2.37


                                                    MICO - Motor Industries Co. Limited
Name of Scheme                                  Quantity      Amount (Rs.)        % of NAV
Equity
Prudential ICICI Discovery Fund                  140,000 403,921,000.00                   4.15

                                                           Maruti Udyog Limited
Name of Scheme                                  Quantity      Amount (Rs.)    % of NAV
Equity
Prudential ICICI Spice Fund                          114         74,225.40                0.93
Prudential ICICI Index Fund                          355        231,832.75                0.84

                                                        Nahar Spinning Mills Ltd
Name of Scheme                                  Quantity      Amount (Rs.)        % of NAV
Equity
Prudential ICICI Discovery Fund                  313,787     79,984,306.30                0.82


                                                PTC India Limited (erstwhile Power
                                                     Trading Corporation Ltd.)
Name of Scheme                                  Quantity      Amount (Rs.)        % of NAV
Equity
Prudential   ICICI   Power                      1,374,179  83,824,919.00                  1.04
Prudential   ICICI   Tax Plan                     125,000   7,625,000.00                  0.34
Prudential   ICICI   Services Industries Fund   1,654,363 100,916,143.00                  1.59
Prudential   ICICI   Infrastructure Fund        1,245,966  76,003,926.00                  0.58




                                                                                                     89
     Prudential ICICI Mutual Fund


                                                                                   Raymond India Limited
            Name of Scheme                                              Quantity      Amount (Rs.)     % of NAV
            Equity
            Prudential ICICI - Discovery Fund                           557,313 229,640,821.65             2.36
            Prudential ICICI Tax Plan                                   169,101      69,678,067.05         3.10
            Debt – Debentures / Bonds
            Prudential ICICI Liquid Plan                                     60 600,000,000.00             0.79

                                                                                      Tata Sons Ltd.
            Name of Scheme                                              Quantity       Amount (Rs.)    % of NAV
            Debt – Debentures / Bonds
            Prudential ICICI Fixed Maturity Plan Series 5 Yearly Plan        10 100,098,222.56             7.53

                                                                          Tata Consultancy Services Limited
            Name of Scheme                                              Quantity   Amount (Rs.)      % of NAV
            Equity
            Prudential    ICICI Balanced Fund                            27,885  46,637,662.50             1.49
            Prudential    ICICI Dynamic Plan                             25,000  41,812,500.00             0.57
            Prudential    ICICI Services Industries Fund                101,977 170,556,532.50             2.69
            Prudential    ICICI Index Fund                                  591     988,447.50             3.60
            Prudential    ICICI Income Multiplier                        20,500  34,286,250.00             1.38
            Prudential    ICICI Spice Fund                                  127     212,299.55             2.67
            Prudential    ICICI Technology Fund                          49,190  82,270,275.00             5.87
            Prudential    ICICI Growth Plan                              34,891  58,355,197.50             2.05

                                                                            Videsh Sanchar Nigam Limited
            Name of Scheme                                              Quantity    Amount (Rs.)   % of NAV
            Equity
            Prudential    ICICI Technology Fund                          77,035  29,261,744.75             2.09
            Prudential    ICICI Blended Plan – Plan A                   578,550 219,762,217.50             2.97
            Prudential    ICICI Blended Plan – Plan B                   103,950  39,485,407.50             1.16
            Prudential    ICICI Index Fund                                  351     133,327.35             0.49




90
                                                                                                         Prudential ICICI Mutual Fund

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

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

        NB: Some fines and cost orders of $1000 and below made by State Insurance Departments in the US are excluded from
        the above
        Associates of ICICI Bank
        ICICI Securities Limited (ICICI Securities)
        1.    ICICI Securities was awarded two penalty points by SEBI for non-submission of the Letter of Offer in the Rights
              issues of Siroplast Limited and Thane Electricity Company Limited during 1995 and one penalty point for non-
              submission of post-issue report in the public issue for Shree Rajasthan Texchem Limited.
        2.    Two warning letters were issued by SEBI on October 2, 1998 in the public issue of Hindustan Motors Limited and
              on July 11, 2000 in the public issue of Cadilla Healthcare Limited respectively.
        ICICI Brokerage Services Limited (ICICI brokerage)
        1.    The NSE had, in its letter dated November 26, 2002 reference no NSE/INSP/ACT/2001-02/31487, reprimanded
              ICICI Brokerage and levied a penalty of Rs. 30,000/- subsequent to an inspection done by it. The penalty was with
              respect to the purported violations of short sales (three instances on March 9, 2001 and one instance on March
              12, 2001) and the transfer of client shares to own account (12 instances during February-March 2001). However,
              ICICI Brokerage had made a representation to NSE requesting a waiver of the penalties, since these arose from
              genuine technical difficulties in the internet trading systems of ICICI Web Trade Limited, which had been using
              ICICI Brokerage to execute the trades on NSE. ICICI Brokerage had therefore requested NSE for a review of the
              penalty and submitted all necessary documents in support of this. NSE accepted ICICI Brokerage’s representation
              and waived the above penalty.
        2.    SEBI had issued a show cause notice to ICICI Brokerage with regard to the agency business done on behalf of one
              of its clients in the shares of Global Trust Bank. ICICI Brokerage replied to the show cause notice denying the

                                                                                                                                        91
     Prudential ICICI Mutual Fund

                      allegations and findings of SEBI. Thereafter, SEBI granted a personal hearing on November 24, 2003. Subsequent
                      to the hearing, SEBI vide its letter dated February 5, 2004 issued a show cause notice to ICICI Brokerage as to why
                      the penalty of suspension of registration of ICICI Brokerage Services Limited for a period of four months as
                      recommended by the enquiry officer should not be imposed. ICICI Brokerage had vide its letter dated February 23,
                      2004 submitted its reply to the said show cause notice denying all the allegations and the findings of the enquiry
                      officer and that the charges against ICICI Brokerage stated in the show cause notice of February 5, 2004 be
                      accordingly withdrawn. Further, ICICI Brokerage was granted a personal hearing before the Chairman, SEBI on
                      March 18, 2004 wherein ICICI Brokerage was represented by its legal counsels. ICICI Brokerage re-iterated that it
                      denied the allegations and findings of SEBI as stated in their show cause notice and also that the findings of SEBI
                      were based merely on inferences and surmises without any proof of guilt or market manipulation part of ICICI
                      Brokerage. A written submission of the arguments presented at the personal hearing was also forwarded to SEBI.
                      The Chairman, SEBI vide order dated September 9, 2004 discharged ICICI Brokerage from the proceedings in the
                      said matter.
                3.    As per normal practise, the BSE/NSE and SEBI from time to time conduct inspections of its member/registered
                      brokers. Accordingly, a regular inspection was conducted by SEBI of ICICI Brokerage’s books for the period April,
                      2001 to March, 2003. The inspection report had brought out certain irregularities such as difference of trade
                      details in under separate accounts maintained by us; PAN not being quoted on contract notes in some cases and
                      non-segregation of clients and our own funds. In this regard SEBI has vide its letter dated March 23, 2004 advised
                      ICICI Brokerage to rectify the irregularities and warned it not to repeat the same in future.
                4.    The NSE levied a penalty of Rs. 1,22,500/- on ICICI Brokerage for delayed submission of the ‘WDM segment’
                      Annual Compliance Report for 2002-2003. Whilst the fine has been debited, ICICI Brokerage has replied to the
                      NSE stating its factual position and requested a reversal of the above penalty. The NSE thereafter placed the matter
                      before its Disciplinary Action Committee, which has reduced the penalty to Rs. 1 lakh. ICICI Brokerage has sought
                      a review of the said penalty. Upon review, NSE vide letter dated February 15, 2005 has absolved ICICI Brokerage of
                      the iregularity and has waived the penalty.
                ICICI venture Funds Management Company Limited (ICICI Venture)
                1.    ICICI Equity Fund (the “Fund”), a fund managed by the ICICI Venture was originally registered with the SEBI as a
                      Venture Capital Fund under the SEBI (Venture Capital Funds) Regulations, 1996 (hereinafter the “Regulations”).
                      The Fund de-registered from SEBI in the year 2002. In this process, the Fund first amended its Private Placement
                      Memorandum (PPM) and pursued investment objectives permitted under the amended PPM before completing
                      the de-registration formalities. During the course of its investment activity, the Fund invested in certain securities,
                      which were in excess of the limitations and restrictions imposed by the then prevailing Regulations. SEBI was of
                      the view that the Fund should have completed the de-registration formalities before pursuing investments in the
                      aforesaid securities. The Fund suo moto communicated these developments to SEBI and initiated a dialogue to
                      conclude and regularize this matter. Upon consideration of the voluntary disclosures and representations made by
                      ICICI Venture, SEBI vide its letter dated January 9, 2003 communicated that the above procedural lapse had been
                      viewed seriously and advised ICICI Venture to take due care in future and improve its compliance mechanisms and
                      standards to avoid recurrence of such incidents.
                2.    SEBI, Madras had issued a show cause notice dated May 31, 2002 to ICICI Venture alleging contravention of sub-
                      Regulation 1 and sub-regulation 3 of Regulation 6 (for the year 1997) and sub-regulation 1 and sub-regulation
                      2 of Regulation 8 (for the years 1998, 1999, 2000 and 2001) of the Securities and Exchange Board of India
                      (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 for failure/delay in making the disclosure of its
                      shareholding in Vimta Labs Limited. Adjudication proceedings were held. Based on the submissions made by
                      ICICI Venture, SEBI vide order dated November 1, 2002 exonerated ICICI Venture from liability.
                ICICI Investment Management Company Limited (ICICI Investment Management)
                1.    ICICI Investment Management is the asset management company of “ICICI Securities Fund”, a mutual fund
                      registered with the SEBI. SEBI had issued on May 22, 2000, a warning letter to ICICI Investment Management
                      Limited for the lack of due diligence while submitting the offer document for ICICI CBO Fund.
                      AMC: Nil
                      The Trustee: Nil
                II.   Any pending material litigation proceedings incidental to the business of the mutual fund to which the sponsor
                      of the mutual fund or any company associated with the sponsor in any capacity such as the AMC, Board of
                      trustees/trustee company or any of the directors or key personnel is a party. Any pending criminal cases or
                      economic offence cases against the sponsor or any company associated with the sponsor in any capacity such as
                      AMC, Board of Trustees/Trustee Company or any of the directors or key personnel.
                Criminal Cases Against ICICI Bank and / or its Directors
                1.    A criminal complaint (614 of 2001) was filed before the 4th Additional Chief Metropolitan Magistrate, Bangalore
                      against ICICI Bank by Pelicorp Limited upon termination of the Direct Selling Agent Agreement between itself and
                      ICICI Bank pursuant to certain RBI guidelines. ICICI Bank filed a criminal petition for quashing the complaint in the
                      Karnataka High Court, which has granted interim stay in the matter. The matter is pending disposal.
                2.    A criminal complaint (1648 of 2001) was filed against ICICI Bank by Rajiv Aggarwal before the Chief Judicial
                      Magistrate, Jaipur for wrongful dishonour of cheques. ICICI Bank has filed a revision petition in the High Court at
                      Jaipur for quashing the order passed by the lower court. The High Court has stayed the proceedings of the lower
                      court. Final arguments in the revision are yet to take place.
92
                                                                                                    Prudential ICICI Mutual Fund

3.   A criminal complaint (353 of 2003) was filed before the Additional Chief Metropolitan Magistrate, New Delhi by
     Mr. Anoop G. Chaudhury against ICICI Bank’s Managing Director & Chief Executive Officer Shri K.V.Kamath, for
     sale of a vehicle, which had been involved in an accident. The investigation officer has filed the investigation report
     in the Court. The matter is pending hearing.
4.   A criminal complaint (64 of 2002) was filed against 36 individuals including Mr. K. V. Kamath M.D. and CEO before
     the Court of the Chief Metropolitan Magistrate, Patiala House, New Delhi by Mr. M. M. Sehgal, the promoter of
     Sehgal Papers Limited (SPL). ICICI as part of a consortium of lenders led with IFCI Limited as lead institution had
     extended financial assistance to SPL. No summons has been issued to ICICI so far. Only a copy of the complaint
     filed by the Complainant has been served on ICICI.
5.   Five criminal complaints (9419/S/2002 to 9423/S/2002) were filed against ICICI Bank before the 39th Court of
     Presidency Metropolitan Magistrate at Mumbai by the Municipal Corporation of Greater Mumbai (BMC) for
     violation of Section 471 of the BMC Act read with Section 328-A thereof on grounds of non-payment of licence
     fees for the illuminated signboards at its ATM centres. ICICI Bank filed a writ petition (2377 of 2002) in the
     Bombay High Court challenging the applicability of the provisions of Sections 328 & 328-A of the BMC Act in
     respect of the ATM centres. The writ petition was dismissed. In appeal, ICICI Bank filed an SLP (24215 of 2002) in
     the Supreme Court. The Supreme Court has granted a stay against all prosecutions and proceedings by BMC in
     this regard. The Metropolitan Magistrate stayed the proceedings before it till the final disposal of SLP.
     Further, the BMC has also filed two similar complaints (88/M/2003 and 89/M/2003) before the 27th Court of
     Presidency Metropolitan Magistrate at Mumbai, against ICICI Bank. ICICI Bank submitted a copy of the Supreme
     Court’s order to the Magistrate. The matter is pending disposal.
6.   A criminal complaint (1472/ of 2002) was filed against ICICI Home Finance Company Limited (ICICI HFC) and also
     against some of ICICI Bank’s Directors before the Metropolitan Magistrate’s 26th Court at Borivli, Mumbai, by Ms.
     Dipali Gopani for alleged wrongful recovery of Rs. 3,150/- and non-return of title deeds. The complaint has been
     subsequently withdrawn against certain directors and is now pending against Ms. Lalita D. Gupte, Ms. Kalpana
     Morparia. An application for discharge of the Directors has been filed in the trial court, which is pending disposal.
7.   A complaint (752 of 1997) was filed against 3i Infotech Services Ltd (erstwhile ICICI Infotech Services Limited) in
     the Consumer Redressal Forum, Hyderabad District, by a shareholder of ICICI, Shri. M.P.Jain regarding transfer of
     five shares inspite of a stop transfer request having been made by him which has since been disposed off. A crime
     number 152 of 2001 was also filed against ICICI and 3i Infotech Ltd (erstwhile ICICI Infotech Limited) before the
     XI Metropolitan Magistrate, Secunderabad by the shareholder. The Magistrate has referred the matter to Marredpally
     Police Station, Secunderabad for investigation. ICICI filed a petition in the Andhra Pradesh High Court for
     quashing the criminal complaint filed before the XI Metropolitan Magistrate, Secunderabad and the High Court
     has granted a stay on the investigations being undertaken by the police department till further orders.
8.   A criminal complaint was filed before the Judicial Magistrate First Class, Bhiwandi by Shri Sheikh Mohd. Khalid
     Munnavar a car insurance policy holder, for the alleged non-cognizable offences of criminal intimidation etc.,
     against three officers of ICICI Lombard General Insurance Company Limited. Shri K V Kamath, MD & CEO of ICICI
     Bank Limited has also been named as accused in the complaint though no specific allegations are made against
     him except describing him as one of the officers of ICICI Lombard, and making an allegation that all four officers
     conspired in committing the offences. Shri K.V Kamath is a Non Executive Director on the board of ICICI Lombard.
     A writ petition was filed before the High Court, Mumbai seeking quashing of the criminal complaint on the
     grounds, inter alia, that it is false and baseless and the facts are contradictory. The High Court passed an Order,
     staying the proceedings before the Judicial Magistrate First Class, Bhiwandi. Thus, the proceedings in Criminal
     Complaint No. 2887 of 2002 filed against Shri K.V. Kamath and others are stayed.
9.   Vijay Shankar Prasad the complainant – one of the debenture holder of Lloyds Finance & Investment Company
     Limited (LFICL) had filed a criminal complaint (Case No. - 2064(C) of 2000) for non receipt of interest and
     redemption amount from the aforesaid company, in the Court of Chief Judicial Magistrate, Patna (CJM). As ICICI
     Bank Ltd is acting as Trustees he has inter alia, impleaded Mr. K.V.Kamath, Managing Director, ICICI Ltd. The CJM
     court had taken cognizance of the offence and issued summons for appearance of the accused. Aggrieved by such
     direction, a criminal revision application was filed before the Sessions Judge, Patna. Upon hearing, the revision
     application was admitted and directions were issued staying the proceedings before CJM court and records were
     also called from the lower Court. The matter is fixed for hearing on April 29, 2005
10. Shri Madan Gopal,. the complainant - one of debenture holder of Modern Denim Limited (MDL) had filed a
    criminal complaint (Case No. - 2175(C) of 2001) for non receipt of interest and redemption amount from the
    aforesaid company, in the Court of Chief Judicial Magistrate, Patna (CJM). As ICICI Bank Ltd is acting as Trustees
    he has inter alia, impleaded Shri Narayan Vaghul, Chairman ICICI Ltd. The CJM court had taken cognizance of the
    offence and issued summons for appearance of the accused. Aggrieved by such direction, a criminal revision
    application was filed before the Sessions Judge, Patna. Upon hearing, the revision application was admitted and
    directions were issued for staying the proceedings before CJM court and records were also called from the lower
    Court. The mater is fixed for hearing on April 29, 2005. However, the company has since paid the outstanding
    dues of the debenture holder and to this effect a Memorandum of Understanding (MOU) has also been executed
    between the complainant and the Company
11. The Enforcement Officer (Central) had filed a criminal complaint (Case No. - C/3606/03) before the Chief
    Metropolitan Magistrate, Kolkata (CMM) impleading Shri Prafulla Ranjan, Branch Manager and Shri K V Kamath,
    CEO & MD for violation of the provisions of Equal Remuneration Act 1976. ICICI Bank has already taken up the

                                                                                                                                   93
     Prudential ICICI Mutual Fund

                      matter and replied to Labor Enforcement Officer (Central), Kolkata (LEO) and the Chief Labor Commissioner
                      (Central), Ministry of Labor, Government of India, New Delhi for withdrawal of the complaint upon compliance of
                      all the observations made by the LEO. Criminal revision application has been filed before High Court, Calcutta and
                      the proceedings before CMM Court has been stayed till further order
                12. Seema Mungale has filed a criminal complaint (1876 of 2003) against ICICI Bank & all its Directors alleging that
                    ICICI Bank has filed a false criminal complaint under section 138 of The Negotiable Instruments Act , against her
                    by making false statements. ICICI Bank filed a writ petition in the Bombay High Court for quashing the complaint
                    against the Directors and an interim order has been passed staying the criminal proceedings in the Magistrate’s
                    court at Pune against eleven Directors. A separate writ petition for quashing of the complaint has been filed in The
                    Bombay High Court. The criminal case before the Magistrate at Pune and Writ Petitions filed at High Court,
                    Bombay are pending disposal.
                13. Shri Deobrat Prasad has filed a criminal Complaint no. 153/04 before the Judicial Magistrate at Jamshedpur for
                    taking forcible possession of his vehicle. In the complaint he has also inpleaded Shri K V Kamath, MD & CEO of
                    ICICI Bank. Summons were issued in this regard. An application had been filed before the High Court of Jharkhand
                    at Ranchi for quashing the proceedings in the said criminal complaint. The Ranchi High Court has passed an order
                    staying further proceedings in the matter. Pursuant to such directionsthe Judicial Magistrate, Jamshedpur has also
                    stayed further proceedings in the matter
                14. Three criminal complaints (2412/S/2003, 2413/S/2003 and 2414/S/2003) were filed by Inspectors, Security Guards
                    Board, Greater Bombay & Thane District, in the year 2000 against erstwhile ICICI Limited (Since merged into ICICI
                    Bank) (“ICICI”) and Shri K.V.Kamath, M.D. & CEO, before the Metropolitan Magistrate, Mumbai, under the
                    Maharashtra Private Security Guards Act, 1981 on the grounds that security guards were engaged from exempted
                    security agencies even though ICICI was registered with the Security Guards’ Board. The earlier notices in this
                    regard were replied to stating that registration is only in respect of residential quarters for employees and not in
                    respect of other establishments. ICICI Bank has filed a writ petition in the Bombay High Court for quashing of the
                    complaint, which is pending disposal.
                15. Two criminal complaints (2415/S/2003 and 2416/S/2003) were filed by Inspectors, Security Guards Board, Greater
                    Bombay & Thane District, in the year 2000 against ICICI Bank before the Metropolitan Magistrate, Mumbai, under
                    the Maharashtra Private Security Guards Act, 1981, on the grounds that security guards have been engaged from
                    unexempted security agencies. ICICI Bank has taken a stand that the exemption of security agencies continued on
                    account of a previous High Court Order in the writ petition filed by certain security agencies. The complaints are
                    pending disposal.
                16. Two criminal complaints (2347/S/2003 and 2349/S/2003) were filed by Inspectors, Security Guards Board, Greater
                    Bombay & Thane District, in the year 2001 against ICICI Bank before the Metropolitan Magistrate, Mumbai, under
                    the Maharashtra Private Security Guards Act, 1981 on the grounds that security guards have been engaged
                    from unexempted security agencies. ICICI Bank has replied stating that the Security Guards were deployed on trial
                    basis and are being replaced by Armed Guards. The complaints are pending disposal.
                17. Dinesh Kumar Singh an advocate has filed Criminal Contempt Proceedings against Directors of ICICI Bank Ltd in
                    the Hon’ble High Court of Allahabad. The complainant alleges that his car was repossessed enroute his journey
                    to court and hence he was prevented from attending the court. The matter is pending disposal.
                Criminal Cases against associates of ICICI Bank
                ICICI Home Finance Company Limited (ICICI Home Finance)
                1.    A criminal complaint (1472/ of 2002) was filed against ICICI Home Finance Company Limited (ICICI HFC) and also
                      against some of ICICI Bank’s Directors before the Metropolitan Magistrate’s 26th Court at Borivli, Mumbai, by Ms.
                      Dipali Gopani for alleged wrongful recovery of Rs. 3,150/- and non-return of title deeds. The complaint has been
                      subsequently withdrawn against certain directors and is now pending against Ms. Lalita D. Gupte, Ms. Kalpana
                      Morparia. An application for discharge of the Directors has been filed in the trial court, which is pending disposal.
                      There is a stay on this matter by the Bombay High Court hence no next date is given
                AMC
                1.    One of the Investors under Prudential ICICI Growth Plan had made investment to the tune of Rs. 50,00,000 under
                      section 54EB of the Income Tax Act, 1961. In accordance with the legal opinion of the counsel of the Fund, the
                      Fund is of the view that investments under section 54EB of the Income Tax Act, 1961 read with CBDT notification
                      no. 10247 dated December 19, 1996 and the Offer Document of Prudential ICICI Growth Plan, the units had to
                      be locked-in for a period of seven years from the date of investment. However, the Investor had disputed this stand
                      and had filed a petition against Prudential ICICI Asset Management Company Limited as one of the respondents
                      in the Honourable Delhi High court seeking the direction of the Court for premature redemption of units. SEBI
                      vide its order dated September 4, 2000, rejected the petitioner’s claim for premature redemption of units.
                      The Petitioner has subsequently approached the Securities Appellate Tribunal seeking release of money due upon
                      redemption of units and payment of interest there on. The matter has been heard by the Tribunal and the Tribunal
                      dismissed the petition of the investor.
                      The investor has, once again, filed a writ in the High Court of Delhi challenging the order of the Tribunal. This
                      matter was listed before Hon’ble Delhi High court for final arguments in the regular hearing list.
                The Trustee : Nil

94
                                                                                              Prudential ICICI Mutual Fund

III. Any deficiencies in the systems and operations of the sponsor of the mutual fund or any company associated with
     the sponsor in any capacity such as the AMC or the trustee company which SEBI has specifically advised to be
     disclosed in the offer document, or which has been notified by any other regulatory agency.
ICICI Bank & Its associates: Nil
Prudential plc. & Its associates
      Date                Company                                   Description of Sanction
      1995                Prudential Corporation plc (PC)           PC was publicly criticised by the London Stock
                                                                    Exchange for the manner in which it dealt with
                                                                    authorisation of a dealing in Prudential shares
                                                                    by its then Chief Executive.
      December 1997       The Prudential Assurance Company          The FSA issued a section 60 notice and a public
                          Limited (PAC)                             statement criticising PAC’s compliance
                                                                    arrangements with respect to its direct sales
                                                                    force.
      AMC: Nil
      The Trustee: Nil
IV.   Any enquiry/adjudication proceedings under the SEBI Act and the regulations made there under, against the
      sponsor of the mutual fund or any company associated with the sponsor in any capacity such as the AMC, Board
      of Trustees/Trustee Company or any of the directors or key personnel of the AMC:
      ICICI Bank & Its Associates: Nil
      Prudential Corporation plc & its associates:
      Date                         Company                          Description of Sanction
      April 1994/                  The Prudential Assurance        In relation to The Prudential Assurance Company
      March 1995                   Company Limited (PAC)           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.
      1995-1997                    The Prudential Assurance         A number of writs were issued by SIB from 1995
                                   Company Limited (PAC)            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.
      November/                    Pru Banking                      ITC Advertising Complaints Reports. Complaints
      December 1997                                                  were received 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
                                                                    & General 60 Day Notice Account. The third
                                                                    viewer objected that the rate of 7.5% in fact
                                                                    including a 1% loyalty bonus which only applied
                                                                    after £10,000 had been held in the account for
                                                                    12 months.


                                                                                                                             95
     Prudential ICICI Mutual Fund


                      Date          Company                    Description of Sanction
                                                               Assessment: Following a complaint on 17
                                                               October 1997, the ITC drew Teletext’s attention
                                                               to a higher rate of interest that was apparently
                                                               being paid on a Legal & General account
                                                               comparable to the Prudential’s. Teletext
                                                               immediately removed the Prudential
                                                               advertisement from air pending investigations.
                                                               These revealed that whilst Legal & General had
                                                               introduced a rate of 7.6% on 10 October 1997,
                                                               Prudential had not matched this rate until 17
                                                               October 1997. In addition, whilst Prudential’s
                                                               advertising agency had on 15 October 1997
                                                               requested Teletext to amend the rate to 7.6%
                                                               from 20 October 1997, press advertising for the
                                                               Prudential account had reflected the higher rate
                                                               on 17 October 1997.
                                                               Teletext confirmed that the headline rate was
                                                               stated gross of a 1% loyalty bonus which was
                                                               only paid if the account was still open after 12
                                                               months and only two withdrawals had been
                                                               made. They agreed that this was a significant
                                                               condition which should have been made clear
                                                               and instructed that subsequent advertising for
                                                               this Prudential account should include details.
                                                               The ITC agreed that the advertising had been
                                                               misleading during the period that Legal &
                                                               General had been offering a higher rate than
                                                               Prudential and considered that the omission of
                                                               details about the 1% loyalty bonus had
                                                               also rendered the advertisement misleading.
                                                               Teletex had already removed the advertisement
                                                               from air and would not permit it to return until
                                                               the relevant amendments were made.
                                                               Decision: Complaints upheld.
                      August 1998   The Prudential Assurance   Following an article in The Guardian concerning
                                    Company Limited (PAC)      possible pensions mis-selling, the PIA will be
                                                               investigating 2 cases.
                      1998          The Prudential Assurance   An objection was received via the Trading
                                    Company Limited (PAC)      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.
                      1998          The Prudential Assurance   2 Complaints about advertisements in the
                                    Company Limited (PAC)      national press:
                                                               1. An objection to a national press advertisement
                                                               that was headlined “Prudential announce a rate
                                                               change of great interest to savers” and featured
96
                                                                                 Prudential ICICI Mutual Fund


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


                                                                                                                97
     Prudential ICICI Mutual Fund


                      Date                    Company                                Description of Sanction
                                                                                     - Despite the Haggan settlement above, further
                                                                                     litigation regarding Ultimate interest sensitive
                                                                                     policies continues in Michigan, Illinois,
                                                                                     Mississippi and Louisiana. JNL continue to try
                                                                                     and resolve Ultimate ‘vanishing premium’
                                                                                     complaints on a fair and reasonable basis in order
                                                                                     to avoid litigation where possible.

                AMC: Nil
                The Trustee: Nil
     E)   BORROWING BY THE MUTUAL FUND
          Under the Regulations, the Fund is allowed to borrow to meet its temporary liquidity needs of the Fund for the purpose of
          repurchase, redemption of units or payment of interest or dividend to the Unitholders. Further, as per the Regulations, the
          Fund shall not borrow more than 20% of the Net Assets of the Scheme and the duration of such borrowing shall not exceed
          a period of six months. The Fund may raise such borrowings after approval by the Trustee from any of its Sponsors/
          Associate/Group Companies/Commercial Banks in India or any other entity at market related rates prevailing at the time
          and applicable to similar borrowings. The security for such borrowings, if required, will be as determined by the Trustee.
          Such borrowings, if raised, may result in a cost, which would be dealt with in consultation with the Trustees.
     F)   STOCK LENDING BY THE MUTUAL FUND
          Presently, the Scheme does not propose to engage in Stock lending activities. However, the Scheme can, with the Trustees
          prioir approval, engage in Stock Lending activities in future subject to necessary disclosures to the unitholders and in
          accordance with stock lending scheme of SEBI
     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. Since the Scheme 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. To manage risks associated with foreign currency and interest rate exposure, the Fund may use derivatives for
          efficient portfolio management including hedging and in accordance with conditions as may be stipulated by SEBI/RBI from
          time to time.
          Offshore investments will be made subject to any/all approvals, conditions thereof as may be stipulated by SEBI/RBI and
          provided such investments do not result in expenses to the Fund in excess of the ceiling on expenses prescribed by and
          consistent with costs and expenses attendant to international investing. The Fund may, where necessary, appoint other
          intermediaries of repute as advisors, custodian/ sub-custodians etc. for managing and administering such investments. The
          appointment of such intermediaries shall be in accordance with the applicable requirements of SEBI and within the
          permissible ceilings of expenses. The fees and expenses would illustratively include, besides the investment management
          fees, custody fees and costs, fees of appointed advisors and sub-managers, transaction costs, and overseas regulatory costs.
                Risks attached with investments in ADRs/GDRs/ overseas securities:
          To the extent that the assets of the Schemes will be invested in securities denominated in foreign currencies, the Indian
          Rupee equivalent of the net assets, distributions and income may be adversely affected by the changes in the value of
          certain foreign currencies relative to the Indian Rupee. The repatriation of capital also may be hampered by changes in
          regulations concerning exchange controls or political circumstances as well as the application to it of the other restrictions
          on investment.
     H) INTER-SCHEME TRANSFERS
          The Fund may undertake inter-Scheme transfers under the Scheme. If such transfers are done they will be effected based on
          the 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 Mutual Fund

     The inter scheme transfer of equity shares will be done at the weighted average traded price of the day of transfer either on
     the National Stock Exchange or the Bombay Stock Exchange, where ever the volumes are higher.
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
August 3, 2005.


                                                                                 For and on behalf of the Board of Directors of
                                                                      Prudential ICICI Asset Management Company Limited
                                                                                                                                  Sd/-
                                                                                                                Pankaj Razdan
                                                                                                             Managing Director
Place : Mumbai
Date : January 20, 2006




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