OFFER DOCUMENT

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Prudential ICICI Mutual Fund SECTION I DUE DILIGENCE CERTIFICATE It is confirmed that: i) The draft Offer Document forwarded to SEBI is in accordance with the SEBI (Mutual Funds) Regulations, 1996 and the guidelines and directives issued by SEBI from time to time. ii) All legal requirements connected with the launching of the Scheme and also the guidelines, instructions, etc. issued by the Government of India and any other competent authority in this behalf, have been duly complied with. iii) The disclosures made in the Offer Document are true, fair and adequate to enable the investors to make a well informed decision regarding investment in the proposed Scheme. iv) The intermediaries named in the Offer Document, according to the information given to the AMC, are registered with SEBI and till date such registration is valid. Ranganath Athreya Vice President – Finance, Compliance, & Company Secretary Place : Mumbai Date : September 20, 2003 Note: The Due Diligence Certificate as stated above was submitted to SEBI . 8
Prudential ICICI Balanced 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 Limited (formerly ICICI Investment Manager Asset Management Company Limited), the Asset Management Company incorporated under the Companies Act, 1956, and registered with SEBI to act as an Investment Manager for the schemes of Prudential ICICI Mutual Fund Applicable NAV The NAV applicable for purchases/ redemptions/switches, based on the time of the Business Day on which the application is accepted. Business Day A day other than (1) Saturday and Sunday or (2) a day other than 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. Provided that the days when the banks at any centre where the AMC’s Customer Service Centers are located, are closed due to a local holiday, such days will be treated as non Business Days at such centres for the purposes of accepting fresh subscriptions. However, if the AMCs offices in such centres are open on such local holidays, then redemption and switch requests will be accepted at those centres, provided it is a Business Day for such scheme on an overall basis. Custodian HDFC Bank Limited, Mumbai, acting as Custodian to the Scheme, or any other custodian who is approved by the Trustee and has been granted registration by SEBI under the Securities and Exchange Board of India (Custodian of Securities) Regulations, 1996 as amended from time to time. 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 and the Plans and Options, if any, thereunder, calculated on every Business Day in the manner provided in this Offer Document or as may be prescribed by Regulations from time to time. NRI Non-Resident Indian. OCB Overseas Corporate Bodies, firms and societies which are held directly or indirectly but ultimately to the extent of at least 60% by NRIs and trusts in which at least 60% of the beneficial interest is held irrevocably by such persons. Offer Document This document issued by Prudential ICICI Mutual Fund, offering Units of Prudential ICICI Balanced Fund for subscription, at NAV based prices. 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. 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 Balanced Fund / The Scheme Prudential ICICI Balanced Fund. The Fund or Mutual Fund Prudential ICICI Mutual Fund (formerly ICICI Mutual Fund), a trust set up under the provisions of the Indian Trusts Act, 1882. The Fund is registered with SEBI vide Registration No.MF00393/6 dated October 13, 1993 as ICICI Mutual Fund and has obtained approval from SEBI for change in name to Prudential ICICI Mutual Fund vide SEBI’s letter dated April 16, 1998. 9
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