ICICI Prudential Interval Fund-II Quarterly Interval Plan F (A Debt Oriented Interval Scheme) Offer Document New Fund Offer of Units of Face Sponsors: ICICI Bank Limited (erstwhile ICICI Limited), Regd. Office: Landmark, Race Course Circle, Vadodara 390 007, India; and Prudential plc (formerly Value of Rs.10 per unit. known as Prudential Corporation Holdings Limited), Laurence Pountney Hill, London EC4ROHH, UK. New Fund Offer opens on December 24, 2007 Investment Manager: ICICI Prudential Asset Management Company Limited New Fund Offer closes on December 26, 2007* Corp. Office: 8th Floor, Peninsula Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Off Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Earliest Closing on December 26, 2007 Regd. Office: 12th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi 110 001. * The Trustee reserves the right to extend the closing date by suitable Trustee: ICICI Prudential Trust Limited notification subject to the condition that the New Fund Offer shall not Corp. Office: 12th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi 110 001. be kept open for more than 30 days. The particulars of ICICI Prudential Interval Fund-II - Quarterly Interval Plan F, the mutual fund Scheme offered under this Offer Document, have been prepared in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended till date, and filed with the Securities and Exchange Board of India, and the Units being offered for public subscription have not been approved or disapproved by the Securities and Exchange Board of India nor has the Securities and Exchange Board of India certified the accuracy or adequacy of the Offer Document. This Offer Document contains information necessary for an investor to make an informed investment decision in the Scheme described herein. Investors should carefully read the Offer Document prior to making an investment decision and retain the Offer Document for future reference. Investors may note that this Offer Document remains effective until a material change occurs. Material changes shall be filed with SEBI and circulated to all Unit holders or may be publicly notified by advertisements in the newspapers subject to the applicable regulations. The offer document sets forth concisely; the information about the scheme that a prospective investor ought to know before investing. SMS INVEST to 58558 CALL 1800 22 2273 Or, apply online at www.icicipruamc.com IMPORTANT NOTICE Investing in mutual fund schemes involves certain risks and considerations associated generally with making investments in securities. The value of the Scheme’s investments may be affected generally by factors affecting financial markets, such as price and volume, volatility in interest rates, currency exchange rates, changes in regulatory and administrative policies of the Government or any other appropriate authority (including tax laws) or other political and economic developments. Consequently, there can be no assurance that the Scheme offered in this Offer Document would achieve the stated objectives. The NAV of the Units of the Scheme may fluctuate and can go up or down. Past performance of the schemes managed by the Sponsors or their affiliates or the Asset Management Company is not indicative of the future performance of the Scheme nor will the performance of the Scheme, following the commencement of the operations, be indicative of the Scheme’s future performance. Prospective investors are advised to review this Offer Document carefully and in its entirety and consult their legal, tax and financial advisors to determine possible legal, tax and financial or any other consequences of subscribing to, purchasing or holding Units under the Scheme, before making an application to subscribe or purchase the Units. ICICI Prudential Mutual Fund (the Fund) and ICICI Prudential 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 mislead 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. AMC, Trust and the Fund shall not be responsible for any claims made by the Unitholders / Investors based on such oral promises made by the distributors / intermediaries. The current Regulations impose certain restrictions and conditions on the AMC for entering into transactions with the Sponsors and their associates on behalf of the Fund. These restrictions include: a) Purchase or sale of securities through any broker associated with the Sponsors or through a firm which is an associate of the Sponsor(s) shall not exceed an average of 5% of the aggregate purchases and sale of securities made by the Fund in all its Schemes in a block of any three months. b) Utilization of the services of the Sponsors or any of their associates, for the purpose of any securities transactions and distribution and sale of securities shall be made only if a disclosure to this effect is made in the Offer Document and the brokerage or commission paid is also disclosed in the half yearly annual accounts of the mutual fund. c) The Mutual Fund Scheme shall not make any investment in: 1. any unlisted security of an associate or group company of the Sponsor; or 2. any security issued by way of private placement by an associate or group company of the Sponsor; or 3. the listed securities of group companies of the Sponsor which is in excess of 25% of its net assets. In this Offer Document, all references to “$” are to United States of America Dollars, “£” to Pound Sterling of United Kingdom and “Rs.” to Indian Rupees. The Reference Exchange Rate between the United States Dollar and the Indian Rupee has been taken at $1 = Rs.45.76 and UK£ and Indian Rupee at 1£=Rs.84.82. This Offer Document is dated December 20, 2007. 2 TABLE OF CONTENTS 1. Highlights......................................................................................................................................................................6 2. Risk Factors and Special Considerations.......................................................................................................................8 3. Due Diligence Certificate ............................................................................................................................................16 4. Definitions...................................................................................................................................................................17 5. Summary – ICICI Prudential Interval Fund II - Quarterly Interval Plan F..................................................................19 6. Constitution of the Mutual Fund .................................................................................................................................21 a) The Sponsors........................................................................................................................................................21 b) The Trustee Company ..........................................................................................................................................22 i. Directors........................................................................................................................................................23 ii. Rights and Obligations of the Trustee...........................................................................................................24 iii. Trusteeship Fees............................................................................................................................................27 c) Management of Asset Management Company (AMC)........................................................................................27 i. Board of Directors of the AMC.....................................................................................................................28 ii. Powers, Duties & Responsibilities of the AMC............................................................................................32 iii. Key Employees of AMC & relevant experience...........................................................................................33 iv. Fund Manager 45 v. Compliance Officer.......................................................................................................................................45 vi. Investor Relations Officer .............................................................................................................................45