1

Disclosure Document

for

Portfolio Management Services

Being Offered by

ICICI PRUDENTIAL ASSET MANAGEMENT COMPANY LIMITED

- The Disclosure Document has been filed with the Board along with the

certificate in the prescribed format in terms of Regulation 14 of the

Securities and Exchange Board of India (Portfolio Managers)

Regulations, 1993 as amended from time to time.

- The purpose of the Disclosure Document is to provide essential

information about the portfolio services in a manner to assist and

enable the investors in making informed decision for engaging a

Portfolio Manager.

- The Disclosure Document contains the necessary information about the

Portfolio Manager, required by an investor before investing, and the

investors are advised to retain the document for future reference.

PRINCIPAL OFFICER:

Mr. Nimesh Shah - Managing Director

Tel no. 91-22-26525000

Email: nimesh_shah@icicipruamc.com

Dated: January 13, 2020

mailto:nimesh_shah@icicipruamc.com

2

Sr. No. Particulars Page No.

1. Definitions 3-4

2. Description

(i) History, Present Business and Background of the

Portfolio Manager

5

(ii) Promoters of the Portfolio Manager, directors and their

background:

5-21

(iii) Top 10 Group companies/ firms of the Portfolio Manager

on turnover basis

21

(iv) Details of the services being offered 22-23

3. Penalties & Pending Litigation 23-24

4. Services Offered

(i) Investment objectives and policies

(ii) Asset Classes generally considered for deployment of

Investment Amount

(iii) Policies including the types of securities in which

Portfolio Manager generally invests/ will generally

invest

(iv) The policies for investments in associates/ group

companies of the Portfolio Manager

(v) Types of services / products offered

24-31

5. Risk Factors 31-56

6. (i) Client Representation

(ii) Disclosure in respect of transactions with related parties

as per the standards specified by ICAI.

56

7. The Financial Performance of the AMC 56

8. Performance of the Portfolio Manager for the last three years 56

9. Nature of expenses 56-57

10. Taxation 58 -78

11. Accounting policies 78 - 80

12. Investors services

(i) Investor Relation Officer

(ii) Grievance redressal and dispute settlement mechanism

80 - 81

13. Annexure I

14. Annexure II

15. Annexure III

16. Annexure IV

DISCLAIMER CLAUSE:

The Disclosure Document has been prepared in accordance with the SEBI (Portfolio

Managers) Regulations, 1993 and filed with Securities and Exchange Board of India

(SEBI). This Document has neither been approved nor disapproved by SEBI nor has

SEBI certified the accuracy or adequacy of the contents of the Document.

3

1) DEFINITIONS:

In this Disclosure Document, the following words and expressions shall have

the meaning specified herein, unless the context otherwise requires:

Asset Management Company or

AMC or Portfolio Manager or

Company

ICICI Prudential Asset Management

Company Limited, (the Asset

Management Company) incorporated

under the Companies Act, 1956, and

registered with SEBI to act as a Portfolio

Manager in terms of SEBI (Portfolio

Managers) Regulations, 1993 vide

Registration No. PM/INP000000373. The

registration granted by SEBI is perpetual.

AUM Assets Under Management

Advisory Services Advisory Services means services

whereby the Portfolio Manager provides

non-binding advise to the Clients on

investments as described in the

Agreement between the Client and the

Portfolio Managers.

Portfolio Portfolio means the total holdings of

securities and funds belonging to any

person/investor.

Client Client means any person/entity

who/which enters into the Agreement

with the Portfolio Manager for availing

the Portfolio Management Services.

Discretionary Portfolio Management

Services

Discretionary Portfolio Management

Services mean Portfolio Management

Services provided by the Portfolio

Manager exercising its sole and absolute

discretion to invest in respect of the

Client‘s account in any type of security as

per an Agreement relating to portfolio

management, for an agreed fee structure

entirely at the Client‘s risk.

Non-discretionary Portfolio

Management Services

Non-discretionary Portfolio Management

Services means Portfolio Management

Services under which the Portfolio

Manager, subject to express prior

instructions issued by the Client from

time to time in writing, for an agreed fee

structure and for a definite described

period, invests in respect of the Client‘s

account in any type of security entirely at

the Client‘s risk.

ICICI Bank ICICI Bank Limited

4

FPI Foreign Portfolio Investor registered with

SEBI

Investment Amount The money or securities accepted by the

Portfolio Manager from the Client in

respect of which the portfolio

management services are to be rendered

by the Portfolio Manager.

NRI Non- Resident Indian

Disclosure Document This document issued by ICICI Prudential

Asset Management Company Limited for

offering portfolio management services

and prepared in terms of Schedule V of

the SEBI (Portfolio Managers)

Regulations, 1993.

Prudential plc Prudential plc, of the U.K. and includes

(wherever the context so requires) its

wholly owned subsidiary Prudential

Corporation Holdings Limited.

Neither ICICI Prudential Asset

Management Company Limited nor

Prudential plc is affiliated with Prudential

Financial Inc, a company whose principal

place of business is in the United States

of America or with the Prudential

Assurance Company, a subsidiary of

M&G plc, a company incorporated in the

United Kingdom

RBI Reserve Bank of India, established under

the Reserve Bank of India Act, 1934, as

amended from time to time

SEBI/the Board Securities and Exchange Board of India

established under Securities and

Exchange Board of India Act, 1992, as

amended from time to time

The Regulations Securities and Exchange Board of India

(Portfolio Managers) Regulations, 1993

as amended from time to time

The Agreement The agreement executed between the

Portfolio Manager and its clients in terms

of Regulation 14 of SEBI (Portfolio

Managers) Regulations, 1993 and any

modifications or amendments thereto

issued by the Securities and Exchange

Board of India

5

2) DESCRIPTION

i) History, Present Business and Background of the Portfolio Manager

ICICI Prudential Asset Management Company Limited (―the AMC‖/―ICICI

Prudential AMC‖), is a company incorporated under the Companies Act, 1956

on June 22, 1993 having its Registered Office at 12th Floor, Narain Manzil, 23,

Barakhamba Road, New Delhi – 110 001. ICICI Bank Ltd. holds 51% of the share capital of the AMC and Prudential plc, through its wholly owned

subsidiary, Prudential Corporation Holdings Ltd., holds 49%.

The AMC is registered with SEBI as Portfolio Manager under the Regulations.

The AMC has obtained a license from SEBI for offering Portfolio

Management Services in 2000.

As on December 31, 2020, the AMC has been rendering portfolio

management services to 6,852 clients with assets under management to the

extent of Rs. 30.70 billion.

In addition, the AMC is appointed as the Investment Manager for ICICI

Prudential Mutual Fund which is registered under Securities and Exchange

Board of India (Mutual Funds) Regulations, 1996.

As permitted by SEBI, the AMC is also rendering advisory services to

offshore funds and investment management services to Alternative

Investment Funds under SEBI (Alternative Investment Funds) Regulations,

2012.

ii) Promoters of the Portfolio Manager, directors and their

background

a) Promoters

ICICI Bank Limited

ICICI Bank is leading private sector bank in India. The Bank‘s consolidated

total assets stood at Rs. 12.50 trillion at June 30, 2019.

Prudential plc

Prudential plc is an international financial services group with significant

operations in Asia, the US and the Africa. Prudential plc serves around 26

million insurance customers and have £ 657 billion of assets under

management (as on December 31, 2018).

Prudential was founded in London in 1848 on the principles of integrity,

security and prudence, and still adhere to those values today.

6

b) Particulars of Directors

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

1. Mr. Anup Bagchi

(bearing DIN:

00105962)

ICICI Bank Limited

Bandra Kurla

Complex

Bandra (East),

Mumbai – 400051

B. Tech and

Management

degree from the

Indian Institute of

Management.

Mr. Anup Bagchi is an

Executive Director on the

Board of ICICI Bank since

February 1, 2017. Prior to

this, Mr. Bagchi was the

Managing Director & CEO

of ICICI Securities

Limited. Under his

leadership, ICICI

Securities won several

prestigious awards in the

financial services space.

In his present role in ICICI

Bank, Mr. Bagchi is

responsible for managing

retail banking, rural and

inclusive banking,

treasury control and

services, operations,

infrastructure, and the

corporate brand for the

bank. Additionally, he

heads the ICICI

Foundation for Inclusive

Growth, the CSR arm of

the ICICI Group.

Mr. Bagchi joined the

ICICI Group in 1992 and

has worked extensively

in the areas of retail

banking, corporate

banking and treasury and

investment banking. He

represents the ICICI

Group in various

regulatory committees of

key bodies such as RBI

and SEBI. He is a

member of RBI‘s Expert

Committee on Micro,

DOA

15/10/2018

Previous

Position

held- as per

column III

ICICI Bank

Limited

ICICI

Prudential

Life

Insurance

Company

Limited

ICICI

Securities

Limited

ICICI Home

Finance

Company

Limited

Comm

Trade

Services

Limited

7

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

Small & Medium

Enterprises and of SEBI‘s

Committee on Financial

and Regulatory

Technologies (CFRT)

among others.

In the past too Mr. Bagchi

has been a member in

several committees of

various organisations. He

was on the Executive

Committee of National

Securities Depository

Ltd., (NSDL), Advisory

Committee of BSE

Limited and was co

Chairman of FICCI‘s

Capital Markets

Committee. He was also

a member of SEBI‘s

Secondary Markets

Advisory Committee

(SMAC), Fair Market

Conduct Committee and

Committee on Financial

and Regulatory

Technologies and Risk

Management Review

Committee.

Mr. Bagchi has a

management degree

from the Indian Institute

of Management,

Bangalore and an

engineering degree from

the Indian Institute of

Technology, Kanpur. He

has been honoured with

The Asian Banker

Promising Young Banker

Award and `Industry

Newsmaker Award‘ by

Zee Business.

8

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

2. 2

.

Mr. Sandeep

Batra

(bearing DIN:

03620913)

ICICI Bank Limited

Bandra Kurla

Complex

Bandra (East),

Mumbai – 400051

B. Com, F.C.A and

A.C.S.

Mr. Sandeep Batra has

been working with the

ICICI Group for the last 18

years and is currently the

President – Corporate

Centre at ICICI Bank. As

President – Corporate

Centre, Mr. Batra

oversees the risk, internal

audit, financial crime

prevention, government

relations, compliance,

secretarial, and corporate

communication functions

at the Bank. He is also on

the boards of several

ICICI Group companies

like ICICI Prudential Life

Insurance Company

Limited, ICICI Lombard

General Insurance

Company Limited, ICICI

Prudential Asset

Management Company

Limited and ICICI Bank

UK Plc.

Mr. Batra has been a

founder member of the

ICICI Prudential Life

Insurance team and has

worked with the said

organization as its Chief

Financial Officer from

September 2000 till 2006

till he joined ICICI Bank as

its Group Compliance

Officer.

Mr. Batra rejoined ICICI

Prudential Life Insurance

as its Executive Director

and a member of its

board in 2014. At ICICI

Prudential Life Insurance,

DOA

15/10/2018

Previous

Position

held- as per

column III

ICICI

Prudential

Life

Insurance

Company

Limited

ICICI

Lombard

General

Insurance

Company

Limited

Cheryl

Advisory

Private

Limited

ICICI Bank

UK Plc.

ICICI

Venture

Funds

Managemen

t Company

Limited

9

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

he oversaw the finance,

investments, actuarial,

and risk and compliance

functions. He was also

instrumental in leading

the said company to

India‘s first IPO in the

insurance space.

3. 3

.

Mr. C. R.

Muralidharan

(bearing DIN:

02443277)

29A, Kamala

Street, Nehru

Nagar,

Chromepet,

Chennai 600044

B Sc. and CAIIB.

Mr. C. R. Muralidharan

was a Whole-Time

Member of Insurance

Regulatory and

Development Authority,

Hyderabad (IRDA) and

was looking after the

compliance by the

insurers of the

regulations on

investments, analysis of

financial statements of

insurance companies, on

and off-site supervision

of insurance companies

as well as other

regulatory issues

including the registration

of new insurance

companies.

Prior to joining IRDA, he

worked in RBI for more

than three decades in

various capacities. He

was heading the

Department of Banking

Operations and

Development (DBOD) of

RBI, which is responsible

for laying down a

regulatory framework on

a wide range of

operations for Indian

commercial banks to

promote a sound and

DOA:

20/05/2010^

Previous

Position

held- as per

column III

GMR

Infrastructur

e Limited

Sriman

Madhwa

Sidhantaonn

ahini

Permanent

Nidhi

Limited

Shriram City

Union

Finance

Limited

10

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

competitive banking

system consistent with

the emerging

international best

practices. He assisted

IMF in two overseas

assignments and was

associated with several

High Level Working

Groups on Banking

Regulation.

Besides, he was also

actively involved in the

role of promotion of rural

credit as well as in the

development of HR for

the central bank.

4. 5

.

Mr. Suresh Kumar

(bearing DIN:

00494479)

Values Group

Business Village,

B Block

Office 932, 9th

Floor Entrance 02,

Next to Gold‘s

Gym & Mashreq

Bank

Port Saeed

P.O. Box 71342

Deira, Dubai

B.Com,

Post Graduate

Investment

Management

Programme

conducted jointly

by the Stanford

University and the

London School of

After graduating from the

Sydenham College of

Commerce & Economics

of the University of

Bombay with a Bachelor

of Commerce (Honors)

degree in 1971, Mr.

Suresh Kumar completed

a post-graduate

Investment Management

Programme conducted

jointly by the Stanford

University and the

London School of

Business. He then went

on to pursue an

Advanced Management

Programme at the

Columbia Business

School. In commendation

of his academic

achievements, he has

been the recipient of

many prestigious awards

including the Rotary

International Scholarship

DOA:

07/06/2011^

Previous

Position

held- as per

column III.

Values

Alternative

Investment

International

Private Limited

Tricolour

Values

Investments

PSC – Dubai,

United Arab

Emirates

Aster DM

Healthcare

Limited

ICICI Lombard

General

Insurance

Company

Limited

Tricolour

Financial

Services

Private Limited

Equitativa

(Dubai) Ltd.

(formerly

11

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

Business.

Advanced

Management

programme at the

Columbia

Business School.

(1977) tenable in

California (U.S.A.), the

Lord Aldington Banking

Fellowship (1978) and

Fellow of the Indian

Institute of Bankers.

Mr. Kumar began his

long and illustrious

career in banking as

Probationary Officer and

Manager at the Iron Ore

Division (Overseas

Branch) of State Bank of

India, Mumbai in 1972.

Later he took on the role

of Senior Treasury and

General Management

positions with the

Government of Dubai,

after which he became

Member of the Senior

Management and

Executive Committee

(ExCo) of the Emirates

Bank Group. While with

the Group, between 1985

and 2012 he successively

headed the corporate

banking, remedial credit

management, treasury &

capital markets, asset

management and

investment banking

companies as the

General Manager / CEO.

Mr. Kumar is currently a

Member on the Boards of

a number of offshore

private equity firms. He

regularly writes for

English and Arabic

newspapers in the UAE

and has addressed

known as

Emirates Reit

Management

Private

Limited)

12

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

several symposia on

financial and non-

financial subjects in print,

television and other

media.

5. 6

.

Ms. Lakshmi

Venkatachalam

(bearing DIN:

00520608)

G 01 Cricket

House 34, 16th

Cross, 10 A Main

Malleshwaram

Bangalore 560055

Master in English

and Post-

Graduation in

Economics and in

Business

Administration,

from Boston

University, U.S.A

and Diploma in

French from the

Alliance

Francaise.

Ms. Lakshmi

Venkatachalam held the

office of the Vice

President for Private

Sector and Co-financing

Operations in the Asian

Development Bank (ADB)

between 2010-2015

where she was

responsible for leading

and managing ADB‘s

private sector investment

operations and its official

co-financing activities.

She was ADB‘s first vice

president assigned with

this responsibility, and

was instrumental in

realizing the broad

objectives to be relating

to private sector

development and

operations, as enshrined

in its Strategic Plan

(Strategy 2020).

Prior to her stint at the

ADB, she had a career in

public service, spanning

for more than 30 years,

where she held various

positions in Government

the most recent one

being as a Director

General of Shipping and

ex-officio Additional

Secretary to the

Government of India,

Ministry of Shipping, in

DOA:

22/09/2015

Previous

Position

held- as per

column III.

Brigade

Enterprises

Limited

The Sandur

Manganese

And Iron Ores

Limited

13

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

capacity of which, she

was the head of the

Maritime Administration,

implementing the Indian

Merchant Shipping Act,

which regulates shipping

activities under the aegis

of the International

Maritime Organization.

Her previous extended

assignments were in the

field of industry and

urban development. She

worked as a director in

the Ministry of Steel,

Government of India

from 1990 to 1995,

following which she was

Commissioner of the

Bangalore Development

Authority from 1995 to

1999. During her stint as

Chairperson of the Coffee

Board of India, (a

statutory body, under the

Ministry of Commerce,

Government of India)

between 2000 and 2005,

she represented the

Government of India at

the International Coffee

Organization, located in

London. She was also

Chairperson of the

International Coffee

Council in 2001-02, the

first Indian to hold the

position. Between 2005

to 2008, Ms.

Venkatachalam held the

position of Principal

Secretary to the

Government of Karnataka

in the Departments of (1)

14

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

Commerce and Industry,

(2) Urban Development

and (3) Planning,

Program Implementation,

Economics and Statistics,

respectively.

She graduated from the

Convent of Jesus and

Mary, Baroda. She

continued with her

college and university

education in Kolkata,

where she graduated

with a Master‘s Degree in

English in 1975, from

Jadavpur University.

Later, in 1988, she

obtained two Post-

Graduate Degrees in

Economics and in

Business Administration,

from Boston University,

USA. She is recipient of a

diploma in French from

the Alliance Francaise.

She is a frequent speaker

at international events -

addressing topics such

as infrastructure finance,

public-private

partnerships, inclusive

business, affordable

housing, the financial

sector, renewable

energy, agribusiness,

clean technology, etc.

15

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

6. 7

.

Mr. Ved Prakash

Chaturvedi

(bearing DIN:

00030839)

Flat D-3301/2,

Ashok Tower,

63/74 Dr.

Babasaheb

Ambedkar Marg,

Parel, Mumbai

400012

Bachelor

of Engineering,

MBA (IIM

Bangalore)

Mr. Ved Prakash

Chaturvedi is an Engineer

and an MBA from IIM

Bangalore. He was a

member of the founding

team at CRISIL. Mr.

Chaturvedi has been

associated with Indian

capital market for more

than 27 years.

During 2002 to 2010 he

held the position of

Managing Director and

Chief Executive officer of

Tata Asset Management

Limited. Further, from

2011 to 2014 he held

position as Member of

the Management Council

of L&T Finance Holdings

Limited and Board

member of L&T

Investment Management

Limited.

During his career he has

been involved in building

investment management

and asset management

businesses both

organically and through

acquisitions. The rapid

growth of the Tata

Mutual Fund business

and later, the acquisition

of Fidelity Fund

Management India

business by L&T

Investment Management

Limited have been

notable achievements of

his leadership while he

served the respective

companies.

DOA:

14/07/2016

Previous

Position

held- as per

column III.

ICICI

Lombard

General

Insurance

Company

Limited

16

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

He has also served on

the Board of the

Association of Mutual

Funds in India. He has

been a founding Board

member of the Financial

Planning Standards

Board in India and has

also served the

Confederation of Indian

Industry and several

other regulatory

committees including the

mutual fund advisory

committee of SEBI.

He is presently the

partner of Kaylon

Advisors LLP.

7. 8

.

Mr. Dilip Karnik

(bearing DIN:

06419513)

―SHRIRAM‖,

1102/B-4, Shivaji

Nagar,

Near Model

Colony Telephone

Exchange,

Pune - 411016

Bachelor of

Science and LL.B

from Pune

University

Mr. Dilip G. Karnik has

completed Bachelor of

Science from University

of Pune in the year 1969

and is also a Gold

medalist in Law from

University of Pune.

He was elevated as

Additional Judge of

Hon‘ble Bombay High

Court on October 12,

2001 and was sworn in as

a permanent Judge on

October 4, 2004. He

retired on May 9, 2012

and is presently

practicing as Arbitration

and Legal Consultant. Mr.

Karnik is currently an

Independent Director on

the Boards of ICICI

Securities Primary

Dealership Limited, ICICI

Prudential Life Insurance

Company Limited, Birla

DOA:

06/03/2017

Previous

Position

held- as per

column III

ICICI

Securities

Primary

Dealership

Limited

ICICI

Prudential

Life

Insurance

Company

Limited.

Birla

Corporation

Limited

Vindhya

Telelinks

Limited

Universal

Cables

Limited.

17

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

Corporation Limited,

Vindhya Telelinks Limited

and Universal Cables

Limited.

8. 9

.

Mr. Nimesh

Vipinbabu Shah

(bearing DIN:

01709631)

ICICI Prudential

AMC Ltd

One BKC 13th

Floor, Bandra

Kurla Complex,

Mumbai – 400051

Chartered

Accountant and

Cost Accountant.

Mr. Nimesh Shah joined

the Company in July

2007 as Managing

Director and Chief

Executive Officer. He has

been instrumental in

laying a foundation for

building a superior asset

management firm with a

process-driven approach

that is aligned to the

interest of the investors.

His focus has always

been on investor

centricity, consistent

investment performance,

maintaining high levels of

transparency and

disclosures besides

sticking to basics.

Under his leadership, the

AMC has been winning

several fund level

awards. He was also

conferred with the CEO

of the Year – 2014 in

Asset Management -

India for his remarkable

contribution. Recently,

Global Banking & Finance

review honored him with

the Best Asset

Management CEO India –

2017. During his

leadership, ICICI

Prudential Mutual Fund

became the largest

mutual fund in India and

the Company has grown

in stature as an equity

DOA:

26/07/2007

Previous

Position

held- as per

column III.

Association Of

Mutual Funds

In India

18

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

fund manager while

continuing to do well in

the debt segment.

Mr. Nimesh Shah has 28

years of experience in the

banking and financial

services industry. Prior to

his current role, he was

serving the ICICI Group

as a Senior General

Manager at ICICI Bank

where he held several

key roles in project

finance, corporate

banking and international

banking functions.

Mr. Nimesh Shah is also

a Director of the Mutual

Fund industry trade body

AMFI and the Chairman

of the Financial Literacy

Committee of AMFI.

9. Mr. Sankaran

Naren (bearing

DIN:

07498176)

ICICI Prudential

AMC Ltd

One BKC 13th

Floor, Bandra

Kurla Complex,

Mumbai – 400051

B.Tech (IIT

Chennai) and

MBA in Finance

(IIM – Kolkata)

Mr. Sankaran Naren has

been associated with the

AMC since October 2004.

He oversees the entire

investment function

across the Mutual Fund

and the International

Advisory Business of the

Company. He has overall

experience of around 27

years across the financial

services industry and

investment management.

After obtaining a B.Tech

degree from IIT Chennai,

Mr. Naren completed his

MBA in Finance from IIM-

Kolkata.

During his career, he has

DOA:

22/04/2016

Previous

Position

held- as per

column III.

Nil

19

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

also worked with

organizations such as

Refco Sify Securities

India Pvt. Ltd, HDFC

Securities Ltd, and Yoha

Securities in various

capacities.

He currently manages

some of the flagship

schemes of the ICICI

Prudential Mutual Fund.

10. Mr. Bernard Teo

(bearing DIN:

08584418)*

9 Cypress

Avenue,

Singapore 279835

Bachelor of

Arts in

Philosophy,

Politics and

Economics and

Master of

Business

Administration

Bernard Teo is Director of

TMBAM Eastspring at

Eastspring Investments,

the Asian asset

management business of

Prudential plc. He is a

member of the

Eastspring Management

Committee.

Bernard joined

Eastspring as Head of

Corporate Strategy,

Mergers & Acquisitions in

2016 and led the

acquisition of a 65%

stake in Thailand‘s TMB

Asset Management in

2018 and the signing of a

memorandum of

understanding to acquire

TFUND in Thailand in

2019.

He took up his current

role in August 2019, with

responsibility for

integrating TMBAM

Eastspring into the

broader Eastspring

business. Bernard also

oversees Eastspring‘s

three joint ventures –

DOA:

23/10/2019

Previous

Position

held- as per

column III

BOCI-

Prudential

Asset

Management

Limited

Eastspring

Investment

(Hong Kong

Limited)

Eastspring Al-

Wara

Investment

Berhad

Eastspring

Investment

Berhad

Eastspring

Investments

Management

(Shanghai)

Company

Limited

TMB Asset

Management

Co., Ltd

20

Sr.

No.

(I)

Name of

Director(s)

Address &

Qualification

(II)

Experience

(III)

Date of

Appointme

nt (DOA) &

Previous

Position

held

(IV)

Other

Directorships

in companies

(V)

ICICI-Pru, CITIC-Pru and

BOCI-Pru – and the

development of

Eastspring‘s wholly

foreign-owned enterprise

in China. This sees him

focus on maximising

growth opportunities in

the India and China

markets.

Prior to Eastspring,

Bernard worked in the

investment banking

industry, focusing on

financial institutions. He

spent 12 years at

Goldman Sachs, where

he was a Managing

Director and Co–Chief

Operating Officer of Asia

Pacific (excluding Japan)

for the Financial

Institutions Group (FIG)

and Head of China FIG.

Bernard was responsible

for clients in Greater

China and South East

Asia and co-managed a

group of 50 APxJ FIG

bankers. Before this,

Bernard was with

Lehman Brothers/Nomura

International, where he

was Senior Vice

President and Managing

Director of the Financial

Institutions Group in the

Investment Banking

Division.

Note: ^ Mr. C.R. Muralidharan was reappointed as Independent Director of the

Company w.e.f July 1, 2019.

^^ Mr. Suresh Kumar was reappointed as Independent Director of the Company

w.e.f July 1, 2019.

21

*Mr. Bernard Teo was appointed as Nominee Director of Prudential Corporation

Holdings Limited on the Board of ICICI Prudential Asset Management Company

Limited with effect from October 23, 2019.

iii) Top 10 Group companies/ firms of the Portfolio Manager on turnover

basis as of March 31, 2019

Sr.

No.

Name of the Company Turnover

(Rs. In Million)

1. ICICI Bank Limited 634,011.93

2. 2

.

ICICI Prudential

Life Insurance Company Limited

309,297.70

3. 3

.

ICICI Lombard General Insurance Company

Limited 147,892.10

4. 4

.

ICICI Securities Limited 17,042.00

5. 7

.

ICICI Home Finance Company Limited 11,580.40

6. 5

.

ICICI Securities Primary Dealership Limited 11,160.70

7. 6

.

ICICI Bank Canada 10,897.40

8. 8

.

ICICI Bank UK PLC 9,635.30

9. 9

.

ICICI Venture Funds Management Company

Limited 551.70

10. 0

.

ICICI Securities Inc. 200.60

4,5&6

Number as per respective entity Ind AS financial statements pursuant to

migration to Ind AS by these entities.

7

The financial information of ICICI Bank Canada is for the period January 1,

2018 to December 31, 2018, being their financial year.

The financial information of ICICI Bank Canada has been translated into Indian

Rupees at the closing rate at December 31, 2018 of 1 CAD = ` 51.2400. 8

The financial information of ICICI Bank UK PLC and ICICI International Limited

has been translated into Indian Rupees at the closing rate at March 31, 2019 of

1 USD = ` 69.1550.

The aforesaid table does not include the details of the Portfolio Manager.

For the purpose of this report the Portfolio Manager has considered the group

companies of the parent company of the Portfolio Manager, i.e. ICICI Bank

Limited.

22

iv) Details of the services being offered:

DISCRETIONARY SERVICES:

The Portfolio Manager shall be acting in a fiduciary capacity with regard to the

Client‘s account consisting of investments, accruals, benefits, allotments, calls,

refunds, returns, privileges, entitlements, substitutions and/or replacements or

any other beneficial interest including dividend, interest, rights, bonus as well

as residual cash balances, if any (represented both by quantity and in

monetary value). The Portfolio Manager shall act in a fiduciary capacity and as

a trustee and agent of the clients' account.

The Portfolio Manager will provide Discretionary Portfolio Management

Services which shall be in the nature of investment management, and may

include the responsibility of managing, renewing and reshuffling the portfolio,

buying and selling the securities, keeping safe custody of the securities and

monitoring book closures, dividend, bonus, rights etc. so that all benefits

accrue to the Client‘s Portfolio, for an agreed fee structure entirely at the

Client‘s risk. The Securities transacted by the Portfolio Manager for Clients in

the same strategy may differ from Client to Client.

The Portfolio Manager shall have the sole and absolute discretion to invest in

respect of the Client‘s account in any type of security as per executed

Agreement and make such changes in the investments and invest some or all

of the Client‘s account in such manner and in such markets as it deems fit

would benefit the Client. The Portfolio Manager‘s decision (taken in good faith)

in deployment of the Clients account is absolute and final and cannot be called

in question or be open to review at any time during the currency of the

Agreement or any time thereafter except on the ground of malafide, conflict of

interest or gross negligence. This right of the Portfolio Manager shall be

exercised strictly in accordance with the relevant Acts, rules and regulations,

guidelines and notifications in force from time to time.

NON- DISCRETIONARY SERVICES:

The Portfolio Manager will provide Non-discretionary Portfolio Management

Services as per express prior instructions issued by the Client from time to

time, in the nature of investment consultancy/management, and may include

the responsibility of managing, renewing and reshuffling the portfolio, buying

and selling the securities, keeping safe custody of the securities and

monitoring book closures, dividend, bonus, rights etc. so as to ensure that all

benefits accrue to the Client‘s Portfolio, for an agreed fee structure entirely at

the Client‘s risk.

ADVISORY SERVICES:

The Portfolio Manager will provide Advisory Services, in terms of the SEBI

(Portfolio Manager) Regulations 1993, which shall be in the nature of

investment advisory and shall include the responsibility of advising on the

portfolio strategy and investment and divestment of individual securities on

the Client‘s portfolio, for an agreed fee structure entirely at the Client‘s risk.

23

The Portfolio Manager shall be solely acting as an advisor to the portfolio of

the client and shall not be responsible for the investment / divestment of

securities and/or administrative activities on the client‘s portfolio. The Portfolio

Manager shall, provide advisory services in accordance with such guidelines

and/or directives issued by the regulatory authorities and /or the Client, from

time to time, in this regard.

Minimum Investment Amount:

The minimum amount to be invested under any portfolio is Rs.25,00,000/-

(Rupees Twenty Five Lacs Only).

3) Penalties, pending litigation or proceedings, findings of inspection

or investigations for which action may have been taken or initiated

by any regulatory authority.

(i) All cases of penalties

imposed by the Board or the

directions issued by the Board

under the Act or Rules or

Regulations made thereunder.

: Nil except for the details mentioned in

point no. (iii).

(ii) The nature of the

penalty/direction.

: Not applicable

(iii) Penalties imposed for any

economic offence and/or for

violation of any securities laws.

: Basis certain alleged violations observed

during the inspection of ICICI Prudential

Mutual Fund under SEBI (Mutual Funds)

Regulations, 1996, for the period from

April 01, 2014 to March 31, 2016, quasi-

judicial proceedings had been initiated

by SEBI, with respect to following

matters:

a) investment made in three

companies by ICICI Prudential

FMCG Fund,

b) rebalancing of close-ended debt

schemes on account of

downgrade in debt instruments of

JSPL, and

c) procedural compliance with

respect to declaration of dividend

by the schemes of ICICI

Prudential Mutual Fund

In reference to the above, the AMC and

ICICI Prudential Trust Limited (the

Trustee Company) had received a show

cause notice on August 28, 2018. In

response to the same, the AMC and the

Trustee Company had made a written

24

submission to the Adjudicating Officer

(AO) and also presented their case at a

hearing. Pursuant to the above, SEBI has

issued an Adjudicating Order dated

December 23, 2019 wherein a penalty of

Rs. 300,000/- and Rs. 200,000/- has been

imposed on the AMC and the Trustee

Company respectively. The AMC is in the

process of taking suitable action in this

regard.

(iv) Any pending material

litigation/legal proceedings

against the Portfolio

Manager/key personnel with

separate disclosure regarding

pending criminal cases, if any.

: Nil

(v) Any deficiency in the

systems and operations of the

Portfolio Manager observed by

the Board or any regulatory

agency.

Nil

(vi)Any enquiry/ adjudication

proceedings initiated by the

Board against the Portfolio

Manager or its directors,

principal officer or employee or

any person directly or indirectly

connected with the Portfolio

Manager or its directors,

principal officer or employee,

under the Act or Rules or

Regulations made thereunder.

: Nil

Note: The information in this section pertains to the penalties levied on the AMC or

litigations against the AMC with respect to its regulated activities.

4. Services Offered

I. The present investment objectives

The Portfolio Manager provides various investment products/services based on

the mandate of the Client and subject to the scope of investments as agreed

upon between the Portfolio Manager and the Client in the Agreement. The

investment objectives of the portfolios of the Clients depending on the Clients‘

needs would be one or more of the following or any combination thereof to:

a) generate capital appreciation/regular returns by investing in

equity/derivatives/debt/money market instruments and equity related

securities.

25

b) generate regular returns by primarily investing in debt and money market

instruments.

c) generate capital appreciation/ regular returns by investing in exclusively gilt

securities issued by the Central/State Government securities.

d) generate capital appreciation by actively investing in equity, derivatives and

equity related securities and for defensive considerations, the Portfolio

Manager may invest in debt, money market instruments and derivatives.

e) endeavour to preserve certain percentage of investment amount by investing

in a mix of fixed income and equity derivatives in such a manner so as to aim

to secure/preserve certain percentage of investment amount while

attempting to enhance returns by the use of equity derivatives.

f) endeavour to earn relatively high returns by buying/selling derivatives

product/ instruments.

g) earn returns through selling options while remaining covered by an

equivalent position in the underlying securities.

h) generate capital appreciation / regular returns by investing in equity/

derivatives / debt/ money market instruments and equity related securities,

units of mutual fund schemes and such other investment

instruments/markets as the Portfolio Manager deems fit would benefit the

client.

II. Asset Classes generally considered for deployment of Investment

Amount

The Portfolio Manager shall invest in respect of the Client‘s Account in capital

and money market instruments or in fixed income securities or variable

securities of any description, by whatever name called including: -

Equity and Equity related securities, Convertible Stock and Preference Shares

of Indian Companies;

Debentures, Bonds having payout profiles linked to various asset classes and

Secured Premium Notes, Swaps, Options Futures, Tax-exempt Bonds of

Indian Companies and Corporations.

Government and Trustee Securities;

Units and other instruments of Mutual Funds.

Bank Deposits/ Post Office Saving Schemes

Money Market Instruments;

Commercial Papers, Certificates of Deposit and other similar Money Market

instruments;

Derivatives, both equity & fixed income as permitted under the Regulations.

Units of Venture Funds

26

Securitisation Instruments

Foreign securities (upto the permissible limit as permitted by applicable

Regulations)

Schemes of SEBI registered Mutual Funds and Exchange traded Funds

Other eligible modes of investment and/or forms of deployment within the

meaning of the Regulation issued by SEBI as amended from time to time,

(hereinafter collectively referred to as ―Securities‖)

Until such time the Portfolio Manager finds appropriate investment opportunities,

the Portfolio Manager may at its discretion, in all the Portfolios, invest the Clients

funds in bank deposits, units of Mutual Funds, money market instruments and/or gilt

securities issued by Central/State governments.

Asset Classes for deployment shall be always subject to the scope of investments as

agreed upon between the Portfolio Manager and the Client in the Agreement.

III. Policies including the types of securities in which Portfolio Manager

generally invests/ will generally invest

As mentioned above, the scope of investments shall be as agreed upon between

the Portfolio Manager and the Client in the Agreement.

Investment Style

The investment style would vary depending upon the specific requirements of the

client and depending upon the type of the portfolio. The broad investment style for

discretionary equity portfolios is outlined below:

Stock picking

The top-down approach is used to identify key macroeconomic and sectoral

themes and subsequently helps identify stocks that will benefit from the

same. The Portfolio Manager also adopts bottom-up approach, as there are

always good companies to invest in irrespective of the market conditions.

The Portfolio Manager looks to identify and invest in such companies.

Diversification

The Portfolio Manager shall endeavour that the portfolios are invested in

baskets of stocks with no undue concentration in any stock or sector, unless

specifically mentioned in the investment mandate. The process of

diversification may help control risk in the portfolio.

Investment style anchored in value

In this investment style, the Portfolio Manager typically is looking to invest in

stocks which offer growth and are available at reasonable valuations. The

valuation measures typically used are PEx, PBx, PEG, etc. Notwithstanding

the above, the Portfolio Manager is not averse to participating in momentum

within reasonable limits.

27

Taking advantage of market opportunities

Active management of the portfolio is essential in dynamic times. The

Portfolio Manager may attempt to take advantage of market opportunities in

an attempt to maximise returns to investors.

Using tactical asset allocation

The Portfolio Manager may move between asset classes i.e. equity and fixed

income and cash depending upon market conditions. This is done mainly

with an objective of protecting capital when markets are uncertain or have a

downward bias.

Use of derivatives

The use of derivatives will vary from portfolio to portfolio which shall be in

accordance with applicable regulations. In the pure equity portfolios,

derivatives will be used primarily for hedging and portfolio rebalancing

purposes. Hedging will be used with an objective of attempting to preserve

capital in uncertain times, while portfolio rebalancing would include investing

in derivatives instead of a direct investment in the cash market if the Portfolio

Manager feels a certain position can be more effectively created using

derivatives.

IV. The policies for investments in associates/ group companies of the

Portfolio Manager and the maximum percentage of such

investments therein subject to the applicable

laws/regulations/guidelines

The Portfolio Manager will, before investing in the securities of

associate/group companies, will evaluate such investments, the criteria for

the evaluation being the same as is applied to other similar investments to be

made under the Portfolio. The Portfolio Manager may also make investments

under the schemes of ICICI Prudential Mutual Fund. Investments under the

Portfolio in the securities of the group companies will be subject to the limits

prescribed in the Agreement (if any) executed with the respective Client and

the same would be subject to the applicable laws/regulations/guidelines

V. Types of services/products offered

The Portfolio Manager shall provide services to all eligible category of investors

who can invest in Indian market including resident Indians, NRIs, FPI‘s, FIIs, etc.

Investment objectives may vary from client to client. Depending on the

individual Client requirements, the portfolio can also be tailor-made based on the

Client‘s specifications. Currently the Portfolio Manager offers following

categories of different portfolios. The features of the products are given below:

i) Aggressive Portfolio

The portfolio endeavours to generate long-term capital appreciation by

investing into large cap stocks while retaining flexibility to invest a part of the

portfolio in mid, small and micro cap stocks. The portfolio will endeavour to

invest in stocks with attractive growth prospects that are available at

reasonable valuations. The Portfolio Manager maintains a diversified

portfolio by investing in stocks across select sectors.

28

The portfolio may be actively traded to take advantage of certain market

trends with an endeavour to enhance returns.

(ii) Dividend Yield Portfolio

This portfolio endeavours to generate risk-adjusted returns through a

combination of dividend income and capital appreciation. This portfolio may

be considered appropriate for investors with a relatively low risk appetite,

who wish to potentially earn relatively higher returns, offered through the

equity markets. It is also suitable for investors looking for tax-efficient

investment options that offer the scope for relatively high-returns.

Investments are proposed to be made primarily in stocks that offer an

attractive dividend yield. Portfolio Manager seeks to pay particular attention

to the dividend track record, sustainability of free cash flows/dividends,

industry prospects, management quality, business fundamentals etc., with an

attempt to include only high-quality companies in the portfolio.

(iii) Deep Value Portfolio

The Deep Value portfolio endeavours to generate capital appreciation over

the long term, by investing in a diversified portfolio of significantly

undervalued stocks relative to its intrinsic value.

Various parameters may be used to judge the degree of under valuation of

the stocks including, but not limited to, price/earnings (p/e), price/book

(p/book), dividend yield (DY), price/cash flow, replacement cost, valuations

relative to history/sector/markets, etc. Due attention will be paid to qualitative

parameters such as management quality, industry prospects, liquidity etc.

(iv) The Focused Portfolio

The Focused Portfolio endeavours to generate capital appreciation in the

long term by investing in stocks while striking an appropriate balance of

concentration and diversification. The Portfolio Manager retains the flexibility

to invest across market capitalisation and sectors. The Portfolio Manager

may choose to have a greater degree of concentration across stocks and

sectors in an attempt to enhance returns.

The performance of the portfolio may be closely linked to the concentrated

positions in the portfolio, at various points in time.

(v) Non-Discretionary Portfolio

In the case of non-discretionary portfolios, the investment objectives and the

securities to be invested would be entirely decided by the Portfolio Manager

based on the Agreement executed with the Client. The same could vary

widely from client to client.

(vi) Defined Tenure Series Portfolio

Under this portfolio, the Portfolio Manager will seek to manage the funds of

the client by investing in equity and equity linked securities, debt instruments

including debt instruments having payout profiles linked to various asset

classes and subscribing to units issued by SEBI registered mutual funds and

venture capital funds which may have open ended/close ended or defined

tenure structures which may be both long/short term in nature as may be

agreed with the client.

29

(vii) Alpha Portfolio

The Alpha Portfolio seeks to capture Alpha, which is out performance to

index in the client‘s portfolio. The entire portfolio will be hedged against

overall market movements by using Index futures. The portfolio would

remain fully hedged at all times. The hedged portfolio would aim to reduce

market risk (beta) by insulating the portfolio against market movements.

(viii) Principal Protected Portfolio

The portfolio aims to achieve capital growth with relatively low capital risk.

The portfolio would have a defined tenure and a defined principal protection

level. This objective is achieved by investing a part of the capital in an

actively managed equity portfolio, while rest of the capital is invested in fixed

income on a notional basis, which forms the floor for capital preservation.

The portfolio may provide capital preservation with the help of a third party

guarantee. In such a case, the third party guarantee would be invoked if the

portfolio falls below a certain threshold level.

(ix) Infrastructure Portfolio

The infrastructure portfolio will invest in companies that are directly or

indirectly linked to the infrastructure theme. This could include sectors such

as construction, capital goods, power, cement, metals, banking, logistics and

other related sectors/sub-sectors.

(x) Diversified Portfolio

The Portfolio Manager has discretion to invest in a combination of different

asset classes including but not limited to listed equities, equity related

instruments, or other unlisted securities/instruments (private equity)

including but not limited to units issued by SEBI Registered Venture Capital

Funds and money market instruments. The terms of tenure of the product,

subscription and redemption etc. will be as per the agreement executed with

the Investor. The portfolio may offer third party guarantee on performance of

one or more of the underlying funds/portfolios/securities /instruments.

(xi) The Absolute Return Portfolio

The Portfolio Manager endeavours to deliver absolute performance

irrespective of the direction of the markets. The portfolio would buy the ideas

with the highest scope for outperforming/appreciation. The Portfolio

Manager would sell stocks, which seem overvalued and may under perform.

The portfolio would invest / trade in cash equities and futures and options.

Futures and Options could be on both stocks and indices. Futures/options

maybe both bought/sold. Buying of stocks could be through cash equities

and/or futures/options. Selling of stocks could be done through the use of

futures and/or options. Given the use of futures in the portfolio, the notional

value of all the portfolio positions may exceed the amount invested.

However, at all points of time sufficient cash will be maintained to enable

payment of margins and it will be ensured that in line with the SEBI Portfolio

Manager Regulations, at no point of time will the portfolio be borrowing for

the purpose of taking its exposures.

30

(xii) India Opportunities Portfolio

The objective of this close-ended portfolio is to endeavour to generate

superior risk-adjusted returns over the long term by investing in instruments

including but not limited to equity, equity-linked products / securities, debt,

units, hybrid products, convertibles, mortgage backed securities, commercial

paper(s), notes and instruments offered by unlisted and listed companies

involved in, investing in, developing, constructing, owning, asset managing,

project / facility managing and operating real estate assets and related

infrastructure opportunities. The portfolio manager would seek to generate

capital appreciation as well as regular returns / income (annual dividends /

interest) through such investments. Until such time the portfolio manager

finds appropriate investment opportunities, the Portfolio Manager may, at its

discretion invest the funds in bank deposits, units of Mutual Funds, money

market instruments and / or gilt securities issued by central / state

governments.

The Portfolio Manager would be entitled to issue one or more series of

varying tenures of issuances under this Portfolio with different underlying

assets.

(xiii) Multi Manager Portfolio

The Portfolio Manager under this portfolio will invest in units of SEBI

Registered Mutual Funds as set out in the agreement between the Portfolio

Manager and the client. The Portfolio can be typically open ended or close

ended in nature for a defined tenure with an option for liquidity at specified

intervals with appropriate exit loads as agreed between the Client and the

Portfolio Manager. The Portfolio may offer the option of providing a pre-

determined return pay off profile which may be linked to the performance of

the underlying units of selected Mutual Funds. This is achieved through a

contractual commitment by a reputed counter party with financial standing

typically with a Banking/Investment Banking background. However such

contractual commitment would be subject to the credit risk of the counter

party. Moreover, there is no assurance of returns being offered by the

Portfolio Manager under this portfolio.

(xiv) Rising India Series

The objective of the series is to seek to generate capital appreciation by

investing into sectors that may be the enablers of economic growth and / or

sectors that may be the significant beneficiaries of economic growth. The

portfolio may invest into listed/unlisted, equity, equity linked

products/securities and/or hybrid products, convertibles etc. The Portfolio

Manager may offer one or more themes of varying tenures / nature (defined

tenure or otherwise) including but not limited to:

Build India Portfolio

The portfolio aims to generate capital appreciation over the medium term by

investing into sectors that are expected to drive economic growth. Given the

on-going infrastructure thrust by the government, the portfolio could

presently invest into infrastructure and related sectors including but not

limited to the following sectors:

31

Infrastructure

Financial Services

Utilities (Roads, Aviation, telecom etc)

Energy

Logistics etc.

However the portfolio manager may also invest in other sectors, which

would meet the investment objective of the Build India Portfolio.

India Prosperity Portfolio

The portfolio aims to generate capital appreciation over the medium term by

investing into sectors that are expected to benefit from the rising prosperity

levels in India. India has the youngest and the largest working population in

the world. The productivity of this huge working population is expected to

translate into economic growth and in turn, raise income levels of Indians in

general. With rising incomes comes the ability to spend more. The portfolio

will invest in sectors that would benefit from such changes in lifestyle. Some

of the indicative sectors would be:

Media & Entertainment

Retailing

Mobility (auto, telecom etc)

Financial Services

Housing & Real Estate

Consumer Durables etc.

However, the portfolio manager may also invest in other sectors, which

would meet the investment objective of the Build India Portfolio.

(xv) PIPE Portfolio Series

The portfolio aims to generate capital appreciation by taking meaningful

stake in companies. Typically, such companies tend to be smaller, out of

favor or for some reason offer significant potential for returns. The portfolio

seeks to identify such companies and take relatively higher exposure. Such

companies may be listed or unlisted. And the holdings could be in the form

of equity, fixed income instruments, hybrid products, convertibles,

preference equity, or any other structure as allowed by the applicable

regulations.

5. RISK FACTORS

A) General Risk Factors applicable to investments:

Securities investments are subject to market risks and there is no assurance

or guarantee that the objective of investments will be achieved.

Past performance of the portfolio manager does not indicate its future

performance.

32

Investors are not being offered any guaranteed or assured return/s i.e. either

of Principal or appreciation on the portfolio.

Investors may note that Portfolio Manager‘s investment decisions may not be

always profitable, as actual market movements may be at variance with

anticipated trends.

Investors may not be able to voluntarily withdraw from the portfolio. In

addition, they may not be able to transfer any of the interests, rights, or

obligations with regard to the Portfolio except as may be provided in the

client agreement and the applicable regulations.

The portfolio may be affected by settlement periods and transfer procedures.

The Portfolio Management Service is subject to risk arising from the

investment objective, investment strategy and asset allocation.

The Portfolio Manager is not responsible for the ongoing risk profiling of its

existing investors. The investor should read the disclosure document and

terms and conditions of the product properly before making any investment

decision

The Portfolio Manager would be acting on the advise of experts in the

relative fields but would not be responsible for any loss occasioned by any

act or omission on the part of such persons.

A portfolio which tends to concentrate on a specific asset class or a specific

sector could carry the risk with regard to non-diversification of the portfolio

and hence, the scope for diversification could be limited at times. There

could be instances when the portfolio might have an unusually high

exposure to a few stocks.

The investments are vulnerable to movements in the prices of securities

invested by the portfolio, which could have a material bearing on the overall

returns from the portfolio. The value of the portfolio 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.

B) Risks related to Equity and Equity Linked Investments:

The liquidity of the Portfolio‘s investments is inherently restricted by trading

volumes in the securities in which it invests.

The valuation of the Portfolio‘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

33

bearing on individual securities, a specific sector or all sectors including

equity and debt markets. There will be no prior intimation or prior indication

given to the Clients when the composition/ asset allocation pattern changes.

Trading volumes, settlement periods and transfer procedures may restrict

the liquidity of the investments made by the Portfolio. 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 Portfolio to make intended securities purchases due to

settlement problems could cause the Portfolio to miss certain investment

opportunities. By the same rationale, the inability to sell securities held in the

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

Portfolio, in case of a subsequent decline in the value of securities held in the

Portfolio.

In case of Dividend Yield Portfolios, returns of the Portfolio could depend on

the dividend earnings and capital appreciation, if any, from the underlying

investments in various dividend yield companies. The dividend earnings of

the portfolio may, vary from year to year based on the philosophy and other

consideration of each of the high-dividend yield companies. Further, it

should be noted that the actual distribution of dividends and frequency

thereof by the high-dividend yield companies in future would depend on the

quantum of profits available for distribution by each of such companies.

Dividend declaration by such companies will be entirely at the discretion of

the shareholders of such companies, based on the recommendations of its

Board of Directors. Past track record of dividend distribution may not be

treated as indicative of future dividend declarations. Further the dividend

yield stocks may be relatively less liquid as compared to growth stocks.

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. The Portfolio Manager may choose to invest

in unlisted securities that offer attractive yields. This may however increase

the risk of the portfolio. Such investments shall be subject to the scope of

investments as laid down in the Agreement.

While securities that are listed on the stock exchange carry relatively 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 Portfolio(s) and may lead to the investment(s) incurring losses

till the security is finally sold.

The Portfolio Manager may, subject to authorisation by the Client in writing,

participate in securities lending. The Portfolio Manager may not be able to

sell/lend out securities, which can lead to temporary illiquidity. There are

risks inherent in securities lending, including the risk of failure of the other

party, in this case the approved intermediary to comply with the terms of the

agreement. Such failure can result in a possible loss of rights to the

collateral, the inability of the Approved Intermediary to return the securities

34

deposited by the lender and the possible loss of corporate benefits accruing

thereon.

To the extent that the portfolio 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 changes in

regulations concerning exchange controls or political circumstances as well

as the application to it of other restrictions on investment.

C) Risks related to investments in debt and debt related instruments:

Interest Rate Risk: As with all debt securities, changes in interest rates

may affect valuation of the Portfolios, 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 prices of 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

valuations of Portfolios.

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 higher 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 under a particular Portfolio 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.

Currency Risk: The Portfolio Manager may also invest in overseas Fixed

Income or other Securities/ instruments as permitted by the concerned

regulatory authorities in India. To the extent that the portfolio of the Scheme

will be invested in securities/ instruments denominated in foreign currencies,

the Indian Rupee equivalent of the net assets, distributions and income may

be adversely affected by changes/fluctuation in the value of certain foreign

currencies relative to the Indian Rupee. The repatriation of capital to India

may also be hampered by changes in regulations concerning exchange

controls or political circumstances as well as the application to it of other

restrictions on investment.

35

The Portfolio Manager may, considering the overall level of risk of the

portfolio, invest in lower rated/ unrated securities offering higher yields. This

may increase the risk of the portfolio. Such investments shall be subject to

the scope of investments as laid down in the Agreement.

D) Risk factors specific to Fixed Defined Tenure Series Portfolio

The additional risk factors in this portfolio relate to lack of liquidity of

instruments including units, frequency of disclosure of valuation of

underlying instruments, valuation risks, risk of change in underlying due to

changes or factors which may affect the issuer of units/ decisions of the

unitholders and changes in regulation which may adversely affect the

interest of the clients.

Given that the Portfolio Manager may be investing in instruments being non-

exchange traded instruments, the risks of investment in such non-exchange

instruments include counterparty default risks and liquidity risks.

Some underlying sectors based on which units are issued may tend to be

illiquid and the illiquidity of the sector may translate into illiquidity of the

holdings and hence this portfolio may be exposed to a higher level of

liquidity risks than normal portfolio risks exposed only to equity/exchange

listed instruments.

E) Specific Risk factors pertaining to Diversified Portfolio

The Portfolio Manager may make substantial investment in unlisted

securities/instruments (private equity). The investment in private equity may

be made in the units issued by SEBI registered Venture Capital Fund or any

other instrument available in the market. The major risk factors pertaining to

investment in Venture Capital Fund are given herein below. Investors are

advised to read carefully the product specific risk factors mentioned in detail,

in the Agreement to be executed with Portfolio Manager, before making

investment.

F) Specific Risk factors pertaining to nature of investment

The Portfolio Manager may invest in such Venture Fund (the Fund), which

may invest in companies that are experiencing or have experienced severe

financial difficulties. Many of such investments made by the Fund may be

illiquid, and there can be no assurance that the Fund will be able to realize

profits on its investments in a timely manner.

Since the Fund may make only a limited number of investments and these

may involve a high degree of risk, poor performance by even a few of these

investments could lead to adverse effects on the returns received by

investors.

36

G) Risks specific to investments in Multi Manager Portfolio relating to

investment in securities/mutual fund schemes

Mutual Funds and securities investments are subject to market risks and

there is no assurance or guarantee that the objectives of the Schemes will be

achieved. The various factors which impact the value of the Scheme‘s

investments include, but are not limited to, fluctuations in markets, interest

rates, prevailing political and economic environment, changes in government

policy, tax laws in various countries, liquidity of the underlying instruments,

settlement periods, trading volumes etc.

As with any securities investment, the Net Asset Value (NAV) of the Units

issued under the Schemes can go up or down, depending on the factors and

forces affecting the capital markets.

Past performance of the Sponsors, Asset Management Company

(AMC)/Fund does not indicate the future performance of the Schemes of the

Fund.

The Portfolio Manager shall not be responsible for liquidity of the Scheme‘s

investments which at times, be restricted by trading volumes and settlement

periods. The time taken by the Scheme 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.

The Portfolio Manager shall not responsible, if the AMC/ Fund does not

comply with the provisions of SEBI (Mutual Funds) Regulations, 1996 or any

other circular or acts as amended from time to time.

The Portfolio Manager shall not be liable for any changes in the offer

document(s)/Scheme Information Document(s) of the scheme(s), which may

vary substantially depending on the market risks, general economic and

political conditions in India and other countries globally, the monitory and

interest policies, inflation, deflation, unanticipated turbulence in interest

rates, foreign exchange rates, equity prices or other rates or prices, the

performance of the financial markets in India and globally.

The Portfolio Manager shall not be liable for any default, negligence, lapse

error or fraud on the part of the AMC/the Fund.

While it would be the endeavour of the Portfolio Manager to invest in the

schemes in a manner, which will seek to maximize returns, the performance

of the underlying schemes may vary which may lead to the returns of this

portfolio being adversely impacted.

The scheme specific risk factors of each of the underlying schemes become

applicable where the Portfolio Manager invests in any underlying scheme.

Investors who intend to invest in this portfolio are required to and are

deemed to have read and understood the risk factors of the underlying

schemes.

The Portfolio Manager does not offer any guaranteed or assured returns to

the investors.

H) Risk Factors on India Opportunities Portfolio

An investment in the India Opportunities Portfolio (IOP) involves certain

considerations and noteworthy risks. Whilst IOP will be investing into securities

and instruments which may be listed/unlisted, the underlying assets to these

securities/instruments would have prominent exposure to

infrastructure/properties. Accordingly, before deciding to invest in the IOP,

37

prospective Clients must carefully study the specific risks described below

together with all the information contained in this Disclosure Document, and

seek independent investment and tax advice at their own expense. Additional

risks and uncertainties not presently known to the Portfolio Manager, or that it

currently deem immaterial may also have an unfavorable impact on the IOP and

business. There can be no assurance that the IOP‘s investment objective will be

achieved. Few of the risks specific to investments in IOP relating to investment in

securities/instruments with underlying assets associated with Indian real estate

and infrastructure are as follows:

Risks specific to investments in India Opportunities Portfolio (IOP)

relating to investment in securities/instruments with underlying assets

associated with Indian real estate and infrastructure

Title

The method of documentation of land records in India has still not been fully

computerized. In the cities where the system is yet to be computerized, the

maintenance and updation of land records is done manually which means that

the records of all land related documents are physically updated. This could

result in the updation process taking a significant amount of time or being

inaccurate in certain aspects. In some states, the process of computerization of

records is underway which is a long drawn and time consuming process and

because of the sheer number of records, the possibility of inaccurate records

cannot be ruled out. As a result, the title of the real property that the underlying

assets might be invested in, or represent, may not be clear or may be in doubt to

the non-availability of accurate and / or updated land records.

Land Acquisition

The right to own property in India is subject to restrictions that may be imposed

by the Government. Particularly, the Government has the right to acquire any

land or a part thereof if such acquisition is for a ‗public purpose‘ after paying the

owner some reasonable compensation. However, this compensation may not be

at the fair market value i.e. the price that such property might have fetched if it

were sold in the open market.

Therefore, the real property or a part that the underlying assets represent, might

be acquired by the Government, if the Government is of the view that such

property has to be used for a ‗public purpose‘. Further, the compensation paid

for this purpose may not be adequate to recompense for the loss of such real

property which may have an adverse impact on th