51
Please retain this Offer Document for future reference. THE DATE OF THIS OFFER DOCUMENT IS JUNE 25, 2004. INVESTORS SHOULD NOTE THAT : l This Offer Document sets forth concisely the information about the Scheme that a prospective investor ought to know before investing. Investors should carefully read the Offer Document before making an investment decision. l This Offer Document remains effective until a material change occurs. Material changes will be filed with SEBI and circulated to all Unitholders. l The Scheme particulars have been prepared in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended till date and the Offer Document has been filed with SEBI. The Units offered for public subscription have neither been approved nor disapproved by SEBI, nor has SEBI certified the accuracy or adequacy of this Offer Document. OFFER DOCUMENT Kotak Mahindra Mutual Fund 5A, 5th Floor, Bakhtawar, 229, Nariman Point, Mumbai 400 021 INITIAL OFFER Units at Rs. 10 each for cash plus applicable Entry Load Offer Opens : July 01, 2004 Offer Closes : July 19, 2004 CONTINUOUS OFFER Units at price related to applicable NAV Opens On or Before : August 16, 2004 AUDITORS TO THE SCHEME Price Waterhouse 1102/1107, Raheja Chambers, Nariman Point Mumbai 400 021 THE REGISTRAR Computer Age Management Services Private Limited A&B Lakshmi Bhawan, 609, Anna Salai Chennai 600 006 CUSTODIANS Deutsche Bank AG ABN AMRO Bank N.V. Kodak House, 222, Dr. D.N. Road, Brady House, 1st Floor, 14’ Veer Nariman Road, Fort, Mumbai 400 001 Fort, Mumbai 400 023 THE SPONSOR Kotak Mahindra Bank Ltd. 36-38A, Nariman Bhavan 227, Nariman Point, Mumbai 400 021 THE TRUSTEE Kotak Mahindra Trustee Co. Ltd. 5A, 5th Floor, Bakhtawar 229, Nariman Point, Mumbai 400 021 THE ASSET MANAGEMENT COMPANY Kotak Mahindra Asset Management Co. Ltd. 5A, 5th Floor, Bakhtawar 229, Nariman Point, Mumbai 400 021 KOTAK EQUITY FOF An Open - Ended Equity Fund of Funds Scheme

Kotak Mahindra Mutual Fund fof.pdf · Material changes will be filed with SEBI and circulated to all Unitholders. ... G. Documents Available for ... RTF Purchase Rs. 500/- / Full

Embed Size (px)

Citation preview

Please retain this Offer Document for future reference.THE DATE OF THIS OFFER DOCUMENT IS JUNE 25, 2004.

INVESTORS SHOULD NOTE THAT :� This Offer Document sets forth concisely the information about the Scheme that a prospective investor ought to know before investing. Investors

should carefully read the Offer Document before making an investment decision.

� This Offer Document remains effective until a material change occurs. Material changes will be filed with SEBI and circulated to all Unitholders.

� The Scheme particulars have been prepared in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, asamended till date and the Offer Document has been filed with SEBI. The Units offered for public subscription have neither been approved nordisapproved by SEBI, nor has SEBI certified the accuracy or adequacy of this Offer Document.

OFFER DOCUMENT

Kotak Mahindra Mutual Fund5A, 5th Floor, Bakhtawar, 229, Nariman Point, Mumbai 400 021

INITIAL OFFERUnits at Rs. 10 each for cash plus applicable Entry Load

Offer Opens : July 01, 2004Offer Closes : July 19, 2004

CONTINUOUS OFFERUnits at price related to applicable NAV

Opens On or Before : August 16, 2004

AUDITORS TO THE SCHEMEPrice Waterhouse1102/1107, Raheja Chambers,Nariman Point Mumbai 400 021

THE REGISTRARComputer Age ManagementServices Private LimitedA&B Lakshmi Bhawan, 609,Anna Salai Chennai 600 006

CUSTODIANSDeutsche Bank AG ABN AMRO Bank N.V.Kodak House, 222, Dr. D.N. Road, Brady House, 1st Floor, 14’ Veer Nariman Road,Fort, Mumbai 400 001 Fort, Mumbai 400 023

THE SPONSORKotak Mahindra Bank Ltd.36-38A, Nariman Bhavan227, Nariman Point, Mumbai 400 021

THE TRUSTEEKotak Mahindra Trustee Co. Ltd.5A, 5th Floor, Bakhtawar229, Nariman Point, Mumbai 400 021

THE ASSET MANAGEMENT COMPANYKotak Mahindra Asset Management Co. Ltd.5A, 5th Floor, Bakhtawar229, Nariman Point, Mumbai 400 021

KOTAK EQUITY FOFAn Open - Ended Equity Fund of Funds Scheme

1

I. Highlights, Risk Factors and Due Diligence 2II. Definitions And Abbreviations 5III. Constitution of the Fund 7

A. The Fund 7B. Sponsor Company 7C. Trustee Company (The Trustee) 8

1. Directors 82. Rights, Obligations, Responsibilities

and Duties of the Trustee 83. Trustee's Fee 10

D. Asset Management Company 101. Name and Address 102. Directors on the Board of the AMC 103. Powers, Functions and

Responsibilities of the AMC 124. Schemes launched by the Mutual Fund 135. Borrowing by the Mutual Fund 186. Key Personnel of AMC 18

E. The Registrar 19F. The Custodians 20G. Bankers 20

IV. Investment of the Fund 21A. Kotak Equity FOF 21

1. Type of Scheme 212. Investment Options 213. Investment Objective 214. Investment Strategy 215. The Risk Profile and Investment Pattern 22

B. Policies and RegulationsApplicable to the Scheme 221. Fundamental Attributes

and Changes Therein 222. Investment of Subscription Money 233. Borrowing Power 234. Depository 235. Policy on Inter-Scheme Transfers 236. Mode of Investment 237. Investment in Derivatives 238. Investments by the AMC in the Fund 239. Investment Limitation and Restrictions 2310. Computation of Net Asset Value 2411. Accounting Policies 2512. Recording of Investment Decisions 26

V. Units 27A. Units On Offer 27

1. Minimum Subscription Amount 272. Initial Offer Period 273. Initial Offer Price 274. Extension of Initial Offer Period 275. Continuous Offer 276. Listing 277. Expenses of Initial Issue 278. Minimum Purchase and Redemption 279. Applicable NAV 2710. Facilities Offered to Investors

under the Scheme 28

B. Purchase of Units 301. Who can invest? 302. Purchase Price 313. Mode of Payment 314. Where to submit Application Forms? 325. Choice of Option 326. Joint Applicants 327. Allotment 328. Account Statement / Unit Certificate 329. Refund 32

C. Redemption of Units 321. Redemption Price 332. How to Redeem? 333. Payment of Proceeds 334. Redemption by NRIs/FIIs 335. Effect of Redemptions 336. Right to Limit Redemption 347. Suspension of Redemption of Units 348. Unclaimed Redemption and

Dividend Amount 34VI. Loads and Recurring Expenses 35

A. Load Structure of the Scheme 35B. Fees and Expenses of the Scheme 35

1. Expenses of Initial Issue 352. Expenses of Past Initial Issue 363. Initial Issue Expenses incurred

by the Schemes 364. Recurring Expenses of the Scheme 36

VII. Unitholders' Rights and Services 38A. Unitholders' Rights 38B. Voting Rights of the Unitholders 38C. Account Statement 38D. NAV Information 38E. Disclosure of Information

Under the Regulations 39F. Duration of the Scheme 41G. Procedure and Manner of Winding Up 41H. Services to Unitholders 41I. Tax Benefits of Investing in

the Mutual Fund 42VIII. Other Matters 44

A. Power to make Rules 44B. Power to Remove Difficulties 44C. Transactions with Associate Companies 44D. Stock Lending by the Fund 47E. Penalties, pending litigation or

proceedings, findings of inspectionsor investigations for which actionmay have been taken or is in processof being taken by any regulatoryauthority 47

F. Omnibus Clause 48G. Documents Available for Inspection 48

Page No. Page No.

T A B L E O F C O N T E N T S

2

I . H I G H L I G H T S , R I S K F A C T O R SA N D D U E D I L I G E N C E

Features KOTAK EQUITY FOF

Structure An Open- Ended Equity Fund of Funds Scheme

Investment in l 90% to 100% of net assets will be invested in Diversified Equity Schemesu 20% to 25% of its net assets will be invested in Diversified Equity Schemes of

KMMF.u The balance amount will be invested in schemes recommended by the Designated

Agency.l Upto 10% in Inter bank call and/or reverse repo and/or short-term fixed deposits

and/or schemes which invest predominantly in the money market or floating ratesecurities.

Suitable for Investors who seek capital appreciation associated with investment in diversified equityschemes, based on the recommended list of a Designated Agency. Currently KotakSecurities has been appointed as Designated Agency to provide the recommended list.

Investment Objective The Investment Objective of the Scheme is to generate long-term capital appreciationfrom a portfolio created by investing predominantly in open-ended diversified equityschemes of Mutual Funds registered with SEBI.

Liquidity Open-ended. Fresh Purchases and Redemptions at NAV related prices on each WorkingDay.

Benchmark Index S&P CNX Nifty

Options Growth, Dividend

Dividend Frequency At the discretion of the Trustees, subject to availability and adequacy of distributablesurplus

RIF/RWF/RTF facilities Available

RIF frequency and dates Monthly - 5th or 25th of the Month

RWF/RTF Frequency Monthly and Quarterly

RWF/RTF Dates Any Date

RWF/RTF Options Fixed Sum or Entire Appreciation

Minimum Investment Size

Initial Purchase (non-RIF) Rs. 5,000/-

Addl. Purchase(non-RIF) Rs. 1,000/-

RIF Purchase Rs. 500/-

RTF Purchase Rs. 500/- / Full Appreciation

Minimum Redemption Size

In Rupees (Non-RWF/RTF) Rs. 1,000/-

In Units (Non-RWF/RTF) 100 units

In Rupees (RWF/RTF) Rs. 500/- / Full Appreciation

Cheques/Drafts to favour KOTAK EQUITY FOF

3

Load Structure

During Initial Offer Entry : 2.25%Exit : NIL

During Continuous Offer Entry :a) For: (i) purchase through Recurring Investment Facility (RIF); and

(ii) units allotted on re-investment of dividends: NIL;b) For Purchase not covered under (a) above: 2.25% of the Applicable NAVExit :a) For purchase through RIF : 1% on redemptions of Units allotted/purchased

within 1 year prior to the date of redemption;b) For purchase not covered in (a) above : NIL

Initial Issue Expenses Initial Issue Expenses of upto 4.25% (i.e. upto 2.25% for Broker/Agents commission(met out of Entry Load) and upto 2% for expenses other than Broker/Agent’s commission)may be incurred by the Fund.

Tax Benefits as per the provisions of Income Tax Act, 1961 and Wealth Tax Act, 1957, prevailing as on March 30, 2004:

l No TDS on redemption irrespective of amount redeemed, for Unitholders Resident in India.l Investment in the Scheme is exempt from Wealth Tax.l Investors who redeem Units held for more than twelve months are taxed at a rate of 10% or are entitled to the benefit

of indexation while paying Long term capital gains tax at the rate of 20%.l Dividends received under the Scheme are exempt from income tax in the hands of investors. However the Fund will

have to pay tax at applicable rates on the amount distributed as dividends under the Scheme.

RISK FACTORS

l Mutual Funds and securities investments are subject to market risks and there is no assurance or guarantee that theobjectives of the Scheme will be achieved.

l As with any securities investment, the NAV of the Units issued under the Scheme can go up or down depending onthe factors and forces affecting the capital and money markets.

l Past performance of the Sponsor/AMC or that of any scheme of the Fund does not indicate the future performanceof the Scheme of the Fund.

l Kotak Equity FOF is only the name of the Scheme and does not in any manner indicate the quality of the Scheme,future prospects or returns.

l The NAV of the Units issued under the Scheme may be affected by changes in the NAV of the underlying schemes,changes in the interest rates, and may also be affected inter-alia, by government policy, volatility and liquidity in themoney markets.

l As per SEBI Circular No. SEBI/IMD/CIR No.10/22701/03 dated December 12, 2003, the Scheme and individual plan(s)under the Scheme, if any, shall have a minimum of 20 investors and no single investor shall account for more than25% of the corpus of the Scheme/Plan(s). In case of non-fulfillment with either of the above two conditions in a threemonths time period or the end of succeeding calendar quarter, whichever is earlier, from the close of the Initial PublicOffering (IPO) of open-ended schemes or on an ongoing basis for each calendar quarter, the Scheme /Plan(s) shall bewound up by following the guidelines prescribed by SEBI and the investor's money would be redeemed at ApplicableNAV.

l Tax laws may change, affecting the return on investment in Units.l In the event of receipt of a very large number of redemption requests or very large value redemption requests or of

restructuring of the Scheme's portfolios or in case of limitation or suspension of redemption in the underlying schemes,there may be delays in the redemption of Units. Please refer to the paragraph, 'Right to Limit Redemption' in this OfferDocument.

4

Note on some of the Risk FactorsKOTAK EQUITY FOF1. The Scheme proposes to invest predominantly in the

diversified equity schemes of Mutual Funds, registeredwith SEBI. Hence the Scheme's performance will dependupon the performance of the underlying schemes. Anychange in the investment policies or the fundamentalattributes of the underlying schemes may affect theperformance of the Scheme.

2. Investments in underlying equity schemes will have allthe risks associated with such schemes includingperformance of underlying stocks, derivative investments,off shore investments, stock lending, etc.

3. Investments in underlying debt schemes will have all therisks associated with such schemes including changes incredit rating, trading volumes, settlement periods andtransfer procedures; Price/Interest-Rate Risk and CreditRisk, volatility and liquidity in the money markets, pressureon the exchange rate of the rupee, Basis Risk, SpreadRisk, Reinvestment Risk, off shore investments, derivativeinvestments, stock lending, etc.

4. The investors of the Scheme shall bear the recurringexpenses of the Scheme in addition to the expenses ofthe underlying schemes. Hence the investor under theScheme may receive lower pre-tax returns than whatthey may receive if they had invested directly in theunderlying schemes in the same proportions.

5. The Portfolio disclosure of the Scheme will be limited toproviding the particulars of the underlying schemes wherethe Scheme has invested and will not include theinvestments made by the underlying schemes.

6. The portfolio rebalancing may result in higher transactioncosts.

7. The portfolio of the Scheme will normally be comprisedof schemes of KMMF and other schemes from therecommended list. Though adequate care will be takento ensure that the methodology adopted by theDesignated Agency is proper, there may be any analytical

error (like assigning overweightage or underweightageto various risk-return parameters), execution error etc. bythe Designated Agency, which may result in the sub-optimal performance of the Scheme.

8. Since the Scheme proposes to invest atleast in 5 underlyingschemes, the significant underperformance in even oneof the underlying schemes may adversely affect theperformance of the Scheme.

DUE DILIGENCE CERTIFICATEIt is confirmed that:

1. the draft Offer Document forwarded to SEBI is inaccordance with the Securities and Exchange Board ofIndia (Mutual Funds) Regulations, 1996 as amended upto date and the guidelines and directives issued by SEBIfrom time to time;

2. all legal requirements connected with the launching ofthe Scheme as also the guidelines, instructions, etc.,issued by the Government and any other competentauthority in this behalf, have been duly complied with;

3. the disclosures made in the Offer Document are true, fairand adequate to enable the investors to make a wellinformed decision regarding investment in the Scheme;

4. according to the information given to us, Computer AgeManagement Services Private Limited, the Registrar andTransfer Agent, is registered with SEBI and till date suchregistration is valid; and

5. according to the information given to us, Deutsche BankAG and ABN AMRO Bank N.V., the Custodians, areregistered with SEBI and till date such registration is valid.

for Kotak Mahindra Asset Management Co. Ltd.Investment Manager -

Kotak Mahindra Mutual Fund

Place : Mumbai Miten ChawdaDate : March 26, 2004 Compliance Officer

5

In this Offer Document, the following words and expressions shall have the meaning specified below, unless the contextotherwise requires:

Applicable NAV For the Scheme, unless stated otherwise in this Offer Document, 'ApplicableNAV' is the Net Asset Value at the close of a Working Day as of which thepurchase or redemption is sought by an investor and determined by theFund.

Asset Management Company or Kotak Mahindra Asset Management Company Limited, the AssetAMC or Investment Manager Management Company incorporated under the Companies Act, 1956, and

authorised by SEBI to act as Investment Manager to the Schemes of KotakMahindra Mutual Fund.

Collection Bank Branches of Bank authorised to receive Applications for the Initial Offer, asmentioned elsewhere in this document or as appointed/changed from timeto time.

Custodian Deutsche Bank AG and ABN AMRO Bank N.V., acting as Custodians to theScheme, or any other Custodian appointed by the Trustee.

Designated Agency The agency appointed by AMC to provide periodically the recommended listof schemes. Currently Kotak Securities has been appointed as the DesignatedAgency.

Entry Load The charge that is paid by an Investor when he invests an amount in theScheme.

Exit Load The charge that is paid by a Unitholder when he redeems Units from theScheme.

FII Foreign Institutional Investors, registered with SEBI under Securities andExchange Board of India (Foreign Institutional Investors) Regulations, 1995.

Gilts/Government Securities Securities created and issued by the Central Government and/or StateGovernment.

IMA Investment Management Agreement dated 20th May, 1996 entered intobetween the Fund (acting through the Trustee) and the AMC and as amendedup to date, or as may be amended from time to time.

Investor Service Centres or ISCs Designated branches of the AMC / other offices as may be designated bythe AMC from time to time.

Kotak Equity FOF An Open-Ended Equity Fund of Funds Scheme

Kotak Bank/ Sponsor Kotak Mahindra Bank Limited

KMMF/Fund/ Mutual Fund Kotak Mahindra Mutual Fund, a trust set up under the provisions of TheIndian Trusts Act, 1882.

KMTCL/Trustee Kotak Mahindra Trustee Company Limited, a company set up under theCompanies Act, 1956, and approved by SEBI to act as the Trustee for theSchemes of Kotak Mahindra Mutual Fund.

MIBOR The Mumbai Interbank Offered Rate published once every day by the NationalStock Exchange and published twice every day by Reuters, as specificallyapplied to each contract.

Mutual Fund Regulations/ Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996,as amended up to date, and such other regulations as may be in force fromtime to time.

NAV Net Asset Value of the Units of the Scheme (including the options thereunder)as calculated in the manner provided in this Offer Document or as may beprescribed by Regulations from time to time. The NAV will be computed upto three decimal places.

I I . D E F I N I T I O N S A N D A B B R E V I A T I O N S

6

NRI Non-Resident Indian and Person of Indian Origin as defined in ForeignExchange Management Act, 1999.

Offer Document This document issued by Kotak Mahindra Mutual Fund, offering forsubscription of Units of Kotak Equity FOF.

Purchase Price Purchase Price, to an investor, of Units under the Scheme (including Optionsthereunder) computed in the manner indicated elsewhere in this OfferDocument.

Redemption Price Redemption Price to an investor of Units under the Scheme (includingOptions thereunder) computed in the manner indicated elsewhere in thisOffer Document.

Registrar Computer Age Management Services Private Limited ('CAMS'), acting asRegistrar to the Scheme, or any other Registrar appointed by the AMC.

Repo Sale of securities with simultaneous agreement to repurchase them at a laterdate.

Reserve Bank of India/RBI Reserve Bank of India, established under the Reserve Bank of India Act, 1934.

Reverse Repo Purchase of securities with a simultaneous agreement to sell them at a laterdate.

Scheme Kotak Equity FOF.

SEBI The Securities and Exchange Board of India.

Securities For the purpose of this Offer Document, Securities shall include units of theunderlying schemes.

Transaction Points Centres designated by the Registrar, to accept investor transactions and scanthem for handling by the nearest ISC.

Trust Deed The Trust Deed entered into on 20th May 1996 between the Sponsor andthe Trustee, as amended up to date, or as may be amended from time totime.

Trust Fund The corpus of the Trust, Unit Capital and all property belonging to and/orvested in the Trustee.

Underlying scheme(s) The open - ended schemes of Mutual Funds registered with SEBI in whichthe Scheme proposes to invest.

Unit The interest of the investors in the Scheme, which consists of each Unitrepresenting one undivided share in the assets of the Scheme.

Unitholder A person who holds Unit(s) under the Scheme.

Valuation Day Working Day of the Scheme.

Working Day A day other than any of the following: (i) Saturday or Sunday; (ii) a day onwhich both the National Stock Exchange and the Bombay Stock Exchangeare closed (iii) a day on which the Purchase and Redemption of Units issuspended.

Words and Expressions used in thisOffer Document and not defined Same meaning as in Trust Deed.

7

A. THE FUNDKotak Mahindra Mutual Fund (KMMF) has been establishedas a Trust under the Indian Trusts Act, 1882. The Trust Deedestablishing KMMF and the Deed of Amendment has beenregistered under the Registration Act, 1908 by the office ofthe Sub-Registrar of Assurances at Mumbai. KMMF has beenregistered with SEBI vide registration number MF/038/98/1dated 23rd June 1998. The underlying objective of the Fundis to raise monies through the sale of Units to the public ora section of the public under one or more schemes forinvesting in securities, including money market instruments.

B. SPONSOR COMPANYKotak Mahindra Bank Limited

The erstwhile Sponsor company, Kotak Mahindra FinanceLimited (KMFL) was converted into Kotak Mahindra BankLimited (Kotak Bank) in March 2003 after being granted abanking license by the Reserve Bank of India. Thus, theSponsor of the Fund is Kotak Bank. KMFL promoted by Mr.Uday S. Kotak, Mr. S.A.A. Pinto and Kotak & Co., wasincorporated on November 21, 1985 under the name KotakCapital Management Finance Limited. In early 1986, thepromoters were joined by Late Mr. Harish Mahindra and Mr.Anand G. Mahindra and the Company's name was changedto Kotak Mahindra Finance Limited.

Kotak & Co. (now Kotak & Co. Limited) is a highly respectedtrading company of Mumbai, with international business. Mr.Uday Kotak, a scion of the Kotak family, was an outstandingstudent through school, Sydenham College (BombayUniversity) and Jamnalal Bajaj Institute of Management Studies(Bombay University). Mr. S.A.A. Pinto, trained as a lawyer, hasheld senior positions in well-known organisations like ICI andGrindlays Bank. For instance, he was part of the team inGrindlays Bank, which started the first merchant banking unitin India in 1968. Mr. Harish Mahindra was an industrialist ofrepute and had played a prominent role in social service andpublic life, thereby earning him high esteem. Mr. AnandMahindra, an MBA from Harvard University, is the ManagingDirector of one of India's most reputed industrial firms,Mahindra & Mahindra Limited.

KMFL started with a capital base of Rs. 30.88 lakhs. Frombeing a provider of a single financial product, KMFL grewsubstantially during the seventeen years of its existence intoa highly diversified financial services company and has nowconverted into a Bank. The net worth of Kotak Bank exceedsRs. 600 crores and combined with its subsidiaries, the Groupnet worth is around Rs. 1200 crores. There are over 95,000share, debenture and fixed deposit (Term Deposit) holders ofKotak Bank. The Sponsor and its subsidiaries/associates offerwide ranging financial services such as loans, lease and hirepurchase, consumer finance, home loans, commercial vehiclesand car finance, investment banking, stock broking, primarymarket distribution of equity and debt products and life

insurance. The group has offices in over 59 Indian cities andalso present internationally in Mauritius, London, Dubai andNew York. Kotak Mahindra (UK) Limited, an ultimate subsidiaryof Kotak Bank, is the first company owned from India to beregistered with the Financial Services Authority in UK. KotakMahindra Capital Company Limited and Kotak SecuritiesLimited are joint ventures between Kotak Bank and GoldmanSachs, the latter being one of the largest global investmentbanks. Kotak Mahindra Primus Limited and Ford Credit KotakMahindra Limited (an associate company) are joint venturesbetween Kotak Bank and Ford Credit International, the globalcar-financing arm of Ford Motor Company. OM KotakMahindra Life Insurance Company Limited is a joint venturebetween Kotak Bank and Old Mutual Plc based in the UK andwith large presence in the South African insurance market.Some of the other subsidiaries of Kotak Bank are KotakMahindra Securities Limited, Kotak Mahindra InternationalLimited, Kotak Mahindra Private-Equity Trustee Limited, KotakMahindra Investments Limited, Kotak Mahindra Inc., andKotak Forex Brokerage Limited.

The Sponsor has been consistently profitable and dividendpaying company since inception. All group companies areprofessionally run companies, employing over 2800professional staff including CAs, MBAs and Engineers.

Given below is a summary of the Sponsor's financials:

(Rs. in crores)

Description Year ended March 31

2004 2003 2002

Total Income 383.91 253.32 187.23

Profit Before Tax 120.79 70.01 75.01

Profit After Tax 78.73 44.96 54.52

Free Reserves 546.13 482.24 450.51

Net Worth 605.67 541.45 509.72

Earnings per Share (Rs.) 13.11 7.59 9.21

Book Value per Share (Rs.) 101.74 91.44 86.08

Dividend (%) 24.00 21.00 41.00

Paid up Equity Capital 59.53 59.21 59.21

The Sponsor has contributed Rupees One Lakh as the initialcontribution to the corpus for the setting up of the Trust. TheSponsor has also contributed Rupees One Lakh Fifty Thousandas additional corpus. The Sponsor has vested the trusteefunctions in the Trustee. The Sponsor is represented by directorson the boards of the Trustee and the AMC in accordance withthe Regulations.

The Sponsor is neither responsible nor liable for any lossresulting from the operations of the Scheme.

I I I . C O N S T I T U T I O N O F T H E F U N D

8

C. TRUSTEE COMPANY (THE TRUSTEE)Kotak Mahindra Trustee Company Limited (The Trustee), a company incorporated under the Companies Act, 1956, is the Trusteeof the Fund, by virtue of the Trust Deed made between the Sponsor and the Trustee.

1. DirectorsThe Directors of the Trustee are:

Names and Addresses Other Directorships

Mr. Amit Krishnakant Desai Minesota Finance Private LimitedAdvocate7, Shivtirth - 1Bhulabhai Desai RoadMumbai - 400 026Chairman

Mr. Girish Sharedalal The Ruby Mills LimitedChartered Accountant FDC Limited111, Landmark Stovec Industries LimitedM.L. Dahanukar Marg Trumac Engineering Company Limited - AlternateMumbai - 400 026 Stellar Asset Management Private Limited

Kaji & Maulik Securities Private LimitedMaulik & Kaji Financial Services Private LimitedRatan Trading Private Limited

Mr. Tushar A. Mavani –AdvocateAryan Mahal, 6th Floor"C" Road, ChurchgateMumbai - 400 020

Mr. Anirudha Barwe Jain Irrigation Systems LimitedDirector Sigma Laboratories LimitedB-1, Bageshree IFCI Financial Services LimitedShankar Ghanekar Marg Investsmart India LimitedPrabhadevi, Mumbai - 400 025

Mr. Chandrashekhar Sathe Kotak Mahindra Securities LimitedService Kotak Forex Brokerage LimitedC-10, Shri Dattaguru Coop. Housing Society Maharashtra Foundation IndiaDeonar, Mumbai - 400 089 Kotak Mahindra Private Equity Trustee Limited

Mr. Amit Desai is a graduate in Commerce and Law fromthe Bombay University. He is an advocate and has about 19years of experience in criminal, economic and revenue laws.Mr. Desai is associated with the Sponsor.

Mr. Girish Sharedalal is a graduate in Commerce and Artsand also a Fellow of the Institute of Chartered Accountantsof India. Formerly a Senior Partner of Messrs Dalal, Desai andKumana, a firm of Chartered Accountants, he has about 43years of experience in the field of audit, taxation andmanagement consultancy.

Mr. Tushar Mavani is a graduate in Commerce and Lawfrom the Bombay University. He is a partner with Messrs Mulla& Mulla & Craigie Blunt & Caroe and has about 13 years ofexperience in the legal field.

Mr. Anirudha Barwe is a post-graduate in Mathematics andalso a Certified Associate of Indian Institute of Bankers,Mumbai. Mr. Barwe has about 42 years of experience in thefield of banking and financial services. Mr. Barwe was activelyassociated with and responsible to a great extent for thesuccess of the Resurgent India Bond issue of SBI. Mr. Barweretired as the Managing Director of SBI Capital Markets Limitedin October 1998. After retirement, Mr. Barwe worked withIDFC as Chief Financial Officer for 3 years.

Mr. Chandrashekhar Sathe is a graduate with B. Tech(Chemical Engineering) from IIT, Mumbai. He has over 26years' experience in Banking and Finance. He has been a partof the Senior Management team of the Kotak MahindraGroup since 1992 and was responsible for setting up theFixed Income Securities capability of Kotak Mahindra CapitalCompany. Prior to Kotak Mahindra, he was with the Bank ofNova Scotia and Bank of Maharashtra and has wide rangingexperience in Banking, Finance, Administration, Credit, ForeignExchange and Money Markets. Mr. Sathe is a widely consultedexpert on Foreign Exchange and Money Markets in India andis a frequent contributor to financial newspapers, magazinesand TV News channels. Mr. Sathe was the Chief ExecutiveOfficer of the AMC for the period, 1st April 1998 to 30thNovember 2001 and currently heads the Risk Managementfunction at Kotak Mahindra Bank Limited. Mr. Sathe isassociated with the Sponsor.

2. Rights, Obligations, Responsibilities andDuties of the Trustee

Pursuant to the Trust Deed constituting the Fund and in termsof the Regulations, the rights and obligations of the Trusteeare as under:

9

1. The Trustee has the legal ownership of the Trust Fund.The general superintendence and management of theTrust and all powers incidental to the purpose of the trustvest absolutely in the Trustee subject to the Trust Deed.

2. The Trustee shall take into its custody or under its controlall the capital and property of every Scheme of theMutual Fund and hold it in trust for the Unitholders ofthe Scheme.

3. The Trustee is entitled to delegate any power and/orresponsibility vested in it to the AMC, which is accountableto the Trustee and bound to carry out the functionsassigned to it from time to time. Notwithstanding anysuch delegation, the Trustee Company is at all timesresponsible for the acts of negligence or acts of omissionand commission of the AMC.

4. The Trustee shall ensure that the AMC and the Custodiansduly fulfill the functions respectively assigned to themunder the Mutual Fund Regulations.

5. The Trustee shall ensure before the launch of any Schemethat the Asset Management Company has:-

a) systems in place for its back office, dealing roomand accounting;

b) appointed all key personnel including fundmanager(s) for the Scheme and submitted to theTrustee their resume containing particulars of theireducational qualifications and past experience inthe securities market within fifteen days of theirappointment;

c) appointed auditors to audit the accounts of theScheme;

d) appointed a compliance officer who shall beresponsible for monitoring the compliance of theSEBI Act, rules and regulations, notifications,guidelines, instructions,etc. issued by SEBI or theCentral Government and for redressal of investors'grievances;

e) appointed registrars and laid down parameters fortheir supervision;

f) prepared a compliance manual and designed internalcontrol mechanisms including internal audit systems;and

g) specified norms for empanelment of brokers andmarketing agents.

6. In carrying out responsibilities, the Trustee shall maintainarms' length relationship with other companies, orinstitutions or financial intermediaries or any bodycorporate with which it may be associated.

7. The Trustee shall not be liable to the Mutual Fund or theUnitholders, if the Mutual Fund suffers a decline in itsNet Asset Value or if any share or other security comprisedin the Trust Fund depreciates in its market value or failsto achieve any increase therein, unless such decline,depreciation or failure is caused by the willful default orgross negligence of the Trustee.

8. The Trustee shall not be under any liability on accountof anything done or omitted to be done or suffered to

be done by the Trustee in good faith, bona fide and afterdue diligence and care, in accordance with or on theadvice of the AMC or any other professional person, firmor company.

9. For avoidance of doubt, it is hereby agreed and declaredthat references to the Trustee in this clause shall bedeemed to include references to the officers, servantsand delegates of the Trustee.

10. The Trustee shall ensure that the AMC has been managingthe Scheme independently of other activities and hastaken adequate steps to ensure that the interest of theinvestors of no Scheme is being compromised with thatof the investors of other schemes or of other activitiesof the AMC.

11. The Trustee shall ensure that the Trust Fund shall beapplied and be available absolutely for the purposes ofthe Trust and shall not be applied directly or indirectly forany purpose other than the purposes referred to underthe Trust Deed.

12. The Trustee shall call for a meeting of the Unitholders,

a) whenever required to do so by SEBI in the interestof the Unitholders; or

b) whenever required to do so on the requisition madeby three-fourths of the Unitholders of any Scheme;or

c) when the majority of the Directors of the TrusteeCompany decide to wind up or prematurely redeemthe Units.

13. The Trustee shall ensure that no change in thefundamental attributes of any scheme or the trust or feesand expenses payable or any other change which wouldmodify the scheme and affects the interest of Unitholders,is carried out unless,

a) a written communication about the proposed changeis sent to each Unitholder and an advertisement isgiven in one English daily newspaper havingnationwide circulation as well as in a newspaperpublished in the language of the region where theHead Office of the mutual fund is situated; and

b) the Unitholders are given an option to exit at theprevailing Net Asset Value without any Exit Load.

14. Subject to the provisions of the Mutual Fund Regulationsas amended from time to time, the consent of theUnitholders shall be obtained, entirely at the option ofthe Trustee, either at a meeting of the Unitholders orthrough postal ballot. Only one Unitholder in respect ofeach folio or account representing a holding shall voteand he shall have one vote in respect of each resolutionto be passed. The procedure of voting shall be as per thedirectives issued by SEBI, from time to time.

15. The Trust Fund shall be held in trust and managed by theTrustee in accordance with the Trust Deed.

16. The Trustee shall be accountable for, and be the custodianof, the funds and property of the respective Scheme andshall hold the same in trust for the benefit of theUnitholders in accordance with the Mutual FundRegulations and the provisions of the Trust Deed.

10

17. The Trust Deed shall not be amended without obtainingthe prior approval of SEBI, and approval of the Unitholdersshall be obtained where it affects their interests.

18. The appointment of the AMC can be terminated by amajority of the Board of Directors of the Trustee or by75% of the Unitholders of the Scheme.

Modifications, if any, in the rights and/or obligations andduties of the Trustee are on account of amendments tothe Regulations and the Regulations supercede/overridethe provisions of the Trust Deed, wherever the two arein conflict.

The Compliance Officer reports directly to a director ofthe Trustee to carry out the supervisory role on behalf ofthe Trustee. In addition, the Trustee may seek anyinformation from time to time from the AMC. A reputedfirm of Chartered Accountants has been appointed tocarry out internal audit of the Fund on a periodic basisto facilitate monitoring the activities of the AMC. On a

quarterly basis, an activity report prepared by the AMCis discussed at the Board Meetings of the Trustee. Duringthe year 2003-2004, nine meetings of the Board ofDirectors of the Trustee were held. The Audit Committee,comprising three Directors of the Board of Directors ofthe Trustee, has been constituted pursuant to the SEBIcircular MFD/CIR/010/024/2000 dated January 17, 2000chaired by an Independent Director. The Audit Committeehas had four Committee meetings during the year 2003-2004.

3. Trustee's FeeThe Trustee shall, during the continuance of this Trust anduntil KMMF is finally wound up and whether or not KMMFis in the course of administration by or under the order ordiscretion of any court, be entitled to receive, in addition tothe reimbursement of all costs, charges and expenses, a sumat the rate of 0.050% per annum of the Trust Fund as definedunder the Trust Deed, or a sum of Rs.15,00,000/-, whicheveris higher, payable monthly.

D. ASSET MANAGEMENT COMPANYKotak Mahindra Asset Management Company Limited, a company incorporated under the Companies Act, 1956, on August08,1994, has been appointed to act as the Investment Manager to Kotak Mahindra Mutual Fund vide Investment ManagementAgreement dated 20th May, 1996, as amended up to date. It is a wholly owned subsidiary of the Sponsor, Kotak Bank.

The Investment Manager is entitled to charge a management fee as prescribed by the Regulations for the services renderedby it to the Fund.

An approval has been granted to the Company by the Division of Funds, Investment Management Department of SEBI forundertaking Portfolio Management Service under the SEBI (Portfolio Manager) Regulations, 1993. An approval under SEBI(Mutual Fund) Regulations, 1996 is being obtained.

1. Name and AddressKotak Mahindra Asset Management Company Limited5A, 5th Floor, Bakhtawar, 229, Nariman Point, Mumbai 400 021

2. Directors on the Board of the AMCNames and Addresses Other Directorships

Mr. Uday S. Kotak Kotak Mahindra Bank Limited - Executive Vice Chairman62, NCPA Apartments & Managing DirectorDorabjee Tata Marg Kotak Mahindra Capital Company Limited - ChairmanNariman Point, Mumbai - 400 021 Kotak Mahindra Primus Limited - ChairmanChairman Kotak Securities Limited - Chairman

OM Kotak Mahindra Life Insurance Company Limited -Chairman

Kotak Forex Brokerage LimitedThe Mahindra United World College of India

Mr. R. C. Khanna Ador Technopak Limited304, Bakhtavar Cooperheat India Private LimitedOpp. Colaba Post Office Monsanto India LimitedMumbai - 400 005 Tata Chemicals Limited

Schrader Duncan Limited

Mr. Sukant Sadashiv Kelkar Macrofill Investments LimitedNo. 1, Sindhula P.T. Five Star Industries Limited., IndonesiaN. Gamadia Road Naperol Investments LimitedMumbai - 400 026 Harvard Plantations Limited

Scal Investments LimitedBritannia Industries LimitedNesslene Chemicals & Fibres LimitedNational Peroxide Employees' Welfare Company LimitedThe Bombay Dyeing & Mfg. Company Limited

11

Wadia BSN LimitedPlacid Plantations LimitedAssociated Biscuits International Limited,

London - AlternateABI Holdings Limited, London - AlternateNowrosjee Wadia & Sons Limited

Mr. Chengalath Jayaram Kotak Mahindra Bank LimitedBalmoral Hall Kotak Securities LimitedFlat No. 2B, 2nd Floor Kotak Mahindra Primus LimitedMount Mary RoadBandra (West)Mumbai 400 050

Mr. Bipin R. Shah Crisil Limited8 D, Ilpala 220 Little Gibbs Road Indus Venture Management LimitedMalabar Hill Indus Capital Market Services Company Pvt. Limited.Mumbai 400 006 Kancor Flavours and Extracts Limited

Global Pharmatech Pvt. LimitedITTI Pvt. LimitedMarico Industries LimitedSona Okegawa Precision Forgings LimitedDolphin Offshore Enterprises (India) Limited

Mr. Narayan S. A. Multifaced Finstock Private Limited1 Smruti, Pestom Sagar Telecom Investments India Private LimitedPlot No. 27, Road No.4 Jay Kay Finholding (India) Private LimitedChembur, Mumbai 400 006 UMT Investments Limited

Kotak Securities LimitedHutchison Telecom East LimitedKotak Mahindra Asset Reconstruction Company LimitedUsha Martin Telematics LimitedKotak Commodity Services Limited

Names and Addresses Other Directorships

Mr. Uday S. Kotak is a graduate in Commerce and a post-graduate in Business Administration from Jamnalal BajajInstitute of Management Studies of Mumbai University. Mr.Kotak has over 18 years of experience in the financial servicesindustry. Mr. Kotak is the Vice Chairman and ManagingDirector of the Sponsor, and the chairman of various othercompanies.

Mr. R. C. Khanna is a graduate in Commerce from LondonUniversity, Fellow of the Institute of Chartered Accountantsof England & Wales, Fellow of the Institute of CharteredAccountants of India, Associate of the Chartered Institute ofManagement Accountants, London and Associate of theInstitute of Cost and Works Accountants of India. He was apartner till 31st March 1998 in A. F. Ferguson & Co., a firmof Chartered Accountants. Mr. Khanna has over 54 years ofexperience in Audit, Taxation, Finance and other related areas.

Mr. Sukant S. Kelkar is a post-graduate in commerce. Hehas about 40 years of experience in finance, capital markets,and related areas. Mr. Kelkar has over 10 years experience inthe Bank of India, and has even been a foreign exchangedealer in London for 3 years during this tenure. Following this,Mr. Kelkar worked with Bombay Dyeing ManufacturingCompany Limited for 31 years, finally retiring as ExecutiveDirector in July 2001.

Mr. Chengalath Jayaram holds a postgraduate diploma inManagement from IIM, Calcutta, and has over 25 years'

experience in the field of Finance. Mr. C. Jayaram began hiscareer nearly two decades ago in the Financial Services industry.He joined the Kotak Mahindra Group in 1990, before whichhe had worked with several renowned organizations such asICICI Limited and A. F. Fergusons. At Kotak Mahindra, besidesbeing instrumental in setting up the car finance business, hewas also responsible for the distribution business, which wasthen called FICOM. During the period 1990 to 1995, he wasresponsible for the businesses of financing against shares andproprietary investments. From 1995 to 1999, he was theManaging Director of Kotak Securities Limited and currentlyhe is the Executive Director of Kotak Bank.

Mr. Bipin R. Shah, 72, a member of the Institute of CharteredAccountants of India, holds a Bachelor's Degree in Commercefrom Bombay University, and has 48 years of work experience.Mr. Shah began his career in 1956, with Hindustan LeverLimited, where he held various Senior CommercialAssignments, including the post of Commercial Manager atits largest soaps, detergents and foods factory in Bombay,Chief Buyer, Raw Materials and Head of Foods Business. Hebecame a Director of the company in 1979, assumingresponsibility for Foods, Animal Feeds, Agri Products andExports Business, and managed a commendable turnaroundof the company's dairy business.

In 1981, Mr. Shah also became Chairman of another Unileversubsidiary, Lipton India Limited, which was facing losses and

12

financial crisis. Mr. Shah was responsible for turning thecompany around, and for reviving employee and investorconfidence. Mr. Shah was also Chairman of Export Businessof four Unilever Companies in India viz. Hindustan Lever Ltd.,Lipton India Ltd., Brooke Bond India Ltd and Ponds India Ltd.

On his retirement from the Lever Group of Companies in1992, Mr. Shah joined Indus Venture Management Ltd., wherehe currently holds the post of Vice Chairman. Mr. Shah is alsoa non Executive Director on the Board of several companies,including CRISIL, the premier credit rating agency in India.

Mr. S. A. Narayan, 44, is a member of the Institute ofChartered Accountants of India, holds a Bachelor's Degree inCommerce from Bombay University, and has spent 13 yearsin the Kotak Group, handling various responsibilities andportfolios. He began his career as a consultant, handlingseveral statutory and internal audit assignments, besidesCompany law and taxation matters.

Mr. Narayan joined the Kotak Group in 1991, as an AssistantVice President in the Operations Department, where he wasresponsible for accounts, audit and systems. In 1993, hebecame Vice President, handling the Southern Region andInvestment Portfolio of the Group, before going on to becomeChief Operating Officer for Kotak Securities Limited in 1996.Mr. Narayan rose to become Executive Director of KotakSecurities Limited in May 1997, and then took over asManaging Director of the company in June 2003, a post hecurrently holds.

Mr. Uday Kotak, Mr. C. Jayaram and Mr. Narayan S.A. areassociated with the Sponsor.

3. Powers, Functions and Responsibilitiesof the AMC

Under the IMA, the AMC has been appointed as the AssetManagement Company to provide management andadministrative services to the Trust and to deploy the fundsraised by KMMF under its schemes. The Trustee has authorisedthe AMC to do all such acts and things on behalf of the Trustas are necessary for the discharge of the responsibilities of theAMC. The duties and responsibilities of the AMC are asfollows:

1. The Trustee has granted the AMC certain powers andauthorities as stipulated under the Trust Deed and maygrant such other powers as may be deemed fit from timeto time, and communicate the same in writing to theAMC.

2. The following are, inter-alia, the specific powers:

a) to invest, acquire, hold, manage or dispose of all orany securities and to deal with, engage in and carryout all other functions and to transact all businesspertaining to KMMF;

b) to keep the moneys belonging to KMMF with banksand custodians, as the AMC may deem fit;

c) to determine the terms and conditions applicable tothe Scheme and to decide the category of personswho may participate in any Scheme and to formulate,introduce, make, announce or launch one or moreScheme;

d) to issue, sell or purchase Units under any Schemeof KMMF;

e) to ascertain, appropriate and distribute the surplusgenerally or under various schemes or under anyScheme, to carry forward, reinvest or otherwise dealwith any surplus and to transfer such sums as theAMC may deem fit to one or more reserve fundswhich may be established at the discretion of theTrustee;

f) to sign, seal, execute, deliver and register accordingto law, all deeds, documents, and assurances inrespect of or in any manner relating to KMMF;

g) to do all acts, deeds, matters and things, which arenecessary for any object, purpose or in relation toKMMF in any manner or in relation to any Schemeof KMMF.

3. The AMC shall be responsible for making, floating andissuing Schemes for KMMF subject to prior approval ofthe Trustee and to the extent required in the MutualFund Regulations.

4. The AMC shall be responsible for investing and managingthe funds mobilised under various Schemes in accordancewith the provisions of the Trust Deed and Mutual FundRegulations.

5. The AMC shall make such disclosures or submit suchdocuments as may be required by the Trustee and /orSEBI.

6. The AMC shall provide management and administrativeservices for KMMF in accordance with the provisions ofIMA and any resolution passed by the Board of Directorsof the Trustee from time to time and communicated inwriting to the AMC.

7. The AMC shall be responsible for the day-to-daymanagement of KMMF.

8. The AMC shall provide the Trustee with all informationconcerning the operation of the various Schemes ofKMMF at such intervals and in such manner as requiredby the Trustee.

9. The AMC shall maintain books and records of theoperation of various Schemes of KMMF to ensurecompliance with the Mutual Fund Regulations and shallsubmit a Scheme wise report on the functioning of theFund to the Trustee on a quarterly basis or at suchintervals and in such manner as may be required or calledfor by the Trustee or SEBI.

10. The AMC shall be responsible for its acts of negligence,commission and omission and those of its employeesand/or the persons whose services have been engagedby the AMC and the AMC shall indemnify the Trusteeand each and every one of the Directors of the TrusteeCompany against all damages, losses, costs andconsequences and any liabilities whatsoever that mayarise on account of such acts of negligence and acts ofcommission and omission by any of the above mentionedpersons.

11. No loss or damage or expenses incurred by the AMC orofficers of the AMC or any delegate of the AMC, shallbe met out of the Trust Fund.

12. The AMC is not exempted from or indemnified against

13

any liability for (i) negligence, dishonesty or fraud or (ii)failure to show the degree of care and diligence requiredof it while carrying out its duties. Notwithstandinganything contained in any contract or agreement or anytermination settlement, neither the AMC nor its directorsor other officers shall be absolved of liability to theMutual Fund for their acts of commission or omissionwhile holding such position or office.

13. The AMC hereby undertakes to hold harmless andindemnify the Trustee or procure the Trustee to be heldharmless and indemnified against all actions, proceedings,claims, and demands, cost and expenses incidentalthereto, including all legal, professional and otherexpenses incurred, which may be brought against,suffered or incurred by the Trustee by reason of theperformance or non-performance by the AMC of itsduties. Such indemnification shall be by the AMC andnot out of the Trust Fund.

14. The AMC shall not be liable to the Trustee for any errorof judgment or mistake of law or for any loss sufferedin connection with the subject matter of the IMA, unlesssuch error of judgment or mistake constitutes or suchloss is caused by any acts of commission or omission orby fraud or willful default or negligence of the AMC orany of its agents or delegates. Without prejudice to thegenerality of the foregoing, in particular (but withoutlimitation) the AMC shall not be liable to the MutualFund for any loss which may be sustained in the purchase,holding or sale of any investments or other assets by themutual fund or on any of its assets as a result of loss,delay, misdelivery or error in transmission of cabled,telexed, telecopied, facsimiled, telegraphic or othercommunication unless such loss arose by any acts ofcommission or omission or from fraud, bad faith, willfuldefault or negligence in the performance or non-

performance of its duties as mentioned in the IMA.

15. The AMC shall not be liable to the Trustee in the eventthat the Mutual Fund suffers a decline in its Net AssetValue or fails to achieve any increase therein unless suchdecline or failure is caused by any acts of commission oromission or by the default or negligence of the AMC, abona fide error of judgment not being regarded asdefault or negligence nor as an act of commission oromission.

4. Schemes launched by the Mutual FundIn December 1998, the Fund launched Kotak Gilt SavingsPlan, Kotak Gilt Investment Plan and Kotak 30. Kotak GiltSavings Plan and Kotak Gilt Investment Plan opened forcontinuous offer from January 5, 1999 and Kotak 30, fromJanuary 21, 1999. It further launched Kotak Gilt Serial Planson September 27, 1999. In October 1999, two more Schemes,viz. Kotak Bond and Kotak Balance, were launched and thesebecame open-ended on November 29, 1999. The next additionhappened in February 2000 when the Fund further launchedtwo Schemes, viz., Kotak Tech and Kotak MNC. These becameopen-ended on May 2, 2000. In October 2000, the Fundlaunched Kotak Liquid, which became open-ended on October6, 2000. In November, 2000, the Fund launched Serial Plansunder Kotak Bond. Then, on April 22, 2003, Kotak BondShort Term Plan was launched. In May 2002, Kotak FMP, aclose-ended Scheme comprising of several fixed maturityplans was launched. In July 2003, Kotak Floater was launched,which became open-ended on July 15, 2003. In October2003, Kotak Income Plus was launched and it became open-ended on December 03, 2003. Further, Kotak Dynamic Incomeand Kotak Global India were launched on December 15,2003 and December 22, 2003 respectively and these becameopen-ended on December 29, 2003 and February 3, 2004,respectively. Kotak FMP (8) was launched on March 15, 2004.

Condensed Financial Information

Kotak Gilt Savings Plan Kotak Gilt Investment - Regular Plan

Apr '01 - Apr '02 - Apr '03- Apr '01 - Apr '02 - Apr '03 -Mar '02 Mar '03 Mar 04 Mar '02 Mar '03 Mar '04

Date of Allotment 29-Dec-98 29-Dec-98 29-Dec-98 29-Dec-98 29-Dec-98 29-Dec-98Beginning of Year / Allotment Date 01-Apr-01 01-Apr-02 01-Apr-03 01-Apr-01 01-Apr-02 01-Apr-03End of Year / Last Date 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-02 31-Mar-03 31-Mar-04NAV at beginning of year / 12.63 (G)/ 13.95 (G)/ 14.92 (G)/ 13.31 (G)/ 17.00 (G)/ 19.43 (G)/Allotment Date (Rs.) 10.44 (D) 10.44 (D) 10.52 (MD) 10.61 (D) 10.71 (D) 10.70 (D)Net Income per unit (Rs.) 1.75 1.47 0.72 2.83 2.17 2.63Dividends (Rs. per unit) * 0.92 0.61 0.53 (MD)/ 2.32 1.48 1.29

4.50 (AD)Transfer to reserves (Rs. crores) (4.48) (4.58) 2.13 60.94 10.32 0.60NAV as on : At the end of the 13.95 (G)/ 14.92 (G)/ 15.61 (G)/ 17.00 (G)/ 19.43 (G)/ 21.91 (G)/year / period (Rs.) 10.44 (D) 10.52 (D) 10.40 (MD)/ 10.71 (D) 10.70 (D) 10.54 (D)

10.44 (AD)NAV as on : 07-Jun-04 – – 15.70 (G)/ – – 21.82 (G)/

10.41 (MD)/ 10.49 (D)10.50 (AD)

Annualised return ** 10.77% 9.85% 8.84% 17.72% 16.89% 16.09%07-Jun-04 – – 8.63% – – 15.41%Net Assets at end of theyear / period (Rs. crores) 54.83 15.92 47.53 366.48 279.53 241.01Ratio of Recurring Expensesto Average Assets 1.02% 1.00% 1.59% 1.64% 1.64% 1.65%

14

Kotak Gilt Serial Plan 2005 Kotak Gilt Serial Plan 2007 Kotak Gilt Serial Plan 2011

Apr '01 - Apr '02 - Apr '03 - Apr '01 - Apr '02 - Apr '03 - Apr '01 - Apr '02 - Apr'03 -Mar '02 Mar '03 Mar '04 Mar '02 Mar '03 Mar '04 Mar '02 Mar '03 Mar '04

Date of Allotment 03-Nov-99 03-Nov-99 03-Nov-99 10-Nov-99 10-Nov-99 10-Nov-99 09-Jan-01 09-Jan-01 09-Jan-01

Beginning of Year /Allotment Date 01-Apr-01 01-Apr-02 01-Apr-03 01-Apr-01 01-Apr-02 01-Apr-03 01-Apr-01 01-Apr-02 01-Apr-03

End of Year / Last Date 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-02 31-Mar-03 31-Mar-04

NAV at beginning of 11.10 (G)/ 12.83 (G)/ 13.72 (G)/ 12.15 (G)/ 14.83 (G)/ 16.07 (G)/ 10.48 (G) 13.20 (G)/ 14.81 (G)/year / Allotment Date (Rs.) 11.10 (D) 11.15 (D) 11.22 (D) 11.14 (D) 11.28 (D) 12.18 (D) 11.07 (D) ~~ (D)

Net Income per unit (Rs.) 2.10 1.75 0.99 2.54 1.49 3.75 1.74 1.50 8.78

Dividends (Rs. per unit) * 1.41 0.69 0.74 1.99 Nil 0.90 1.77 Nil N.A.

Transfer to reserves (Rs crores) 0.06 (0.01) (0.01) 0.10 0.03 (0.03) 0.01 # (#)

NAV as on : At the end of 12.83(G)/ 13.72 (G)/ 14.63 (G)/ 14.83 (G)/ 16.07 (G)/ 17.34 (G)/ 13.20 (G)/ 14.81 (G)/ 16.59 (G)/the year / period (Rs.) 11.15 (D) 11.22 (D) 11.11 (D) 11.28 (D) 12.18 (D) 12.09 (D) 11.07 (D) ~~(D) ~~(D)

NAV as on : 07-Jun-04 – – 14.69 (G)/ – – 17.38 (G)/ – – 16.55 (G)/11.15 (D) 12.12 (D) ~~ (D)

Annualised return ** 10.90% 9.72% 8.99% 17.94% 15.04% 13.37% 25.52% 19.32% 16.99%

07-Jun-04 – – 8.73% – – 12.85% – – 15.91%

Net Assets at end of theyear / period (Rs. crores) 0.38 0.22 0.15 0.44 0.42 0.29 0.06 0.04 0.01

Ratio of Recurring Expensesto Average Assets 0.61% 0.61% 0.51% 0.62% 0.61% 0.60% 0.62% 0.60% 0.60%

Kotak Gilt Serial Plan 2013 Kotak Gilt Serial Plan 2019

Apr '01 - Apr '02 - Apr '03 - Jun '01 - Apr '02 - Apr '03 -Mar '02 Mar '03 Mar '04 Mar '02 Mar '03 Mar '04

Date of Allotment 26-Dec-00 26-Dec-00 26-Dec-00 15-Jun-01 15-Jun-01 15-Jun-01Beginning of Year / Allotment Date 01-Apr-01 01-Apr-02 01-Apr-03 15-Jun-01 01-Apr-02 01-Apr-03End of Year / Last Date 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-02 31-Mar-03 31-Mar-04NAV at beginning of year / Allotment Date (Rs.) 10.59 (G) 14.01 (G)/ 15.91 (G)/ 10.00 (D) 12.93 (G)/ 15.13 (G)/

11.19 (D) 11.70 (D) 10.43 (D) 10.42 (D)Net Income per unit (Rs.) 4.40 4.07 1.99 0.79 1.90 4.14Dividends (Rs. per unit) * 2.41 0.99 0.90 2.05 1.72 1.23Transfer to reserves (Rs. crores) 0.10 0.03 0.02 0.07 0.11 0.01NAV as on : At the end of the year / period (Rs.) 14.01 (G)/ 15.91 (G)/ 17.70 (G)/ 12.92 (G)/ 15.13 (G)/ 16.97 (G)/

11.19 (D) 11.70 (D) 11.95 (D) 10.43 (D) 10.42 (D) 10.24 (D)NAV as on : 07-Jun-04 – – 17.69 (G)/ –; – 16.94 (G)/

11.95 (D) 10.23 (D)Annualised return ** 30.66% 22.82% 19.11% – 26.02% 20.82%07-Jun-04 – – 17.99% – – 19.35%Absolute return *** – – – 29.22% – –Net Assets at end of the year / period (Rs. crores) 0.39 0.35 0.36 0.62 0.70 0.48Ratio of Recurring Expenses to Average Assets 0.61% 0.61% 0.60% 0.46% 0.61% 0.60%

Kotak Bond Kotak Bond Kotak Bond Kotak BondWholesale Plan Deposit Plan Short Term Plan Institutional Plan

Apr '01 - Apr '02 - Apr '03 - Apr '01 - Apr '02 - Apr '03 - May '02 - Apr '03 - Mar '03 Apr '03 -Mar '02 Mar '03 Mar '04 Mar '02 Mar '03 Mar '04 Mar '03 Mar '04 Mar '04

Date of Allotment 25-Nov-99 25-Nov-99 25-Nov-99 25-Nov-99 25-Nov-99 25-Nov-99 02-May-02 02-May-02 28-Mar-03 28-Mar-03

Beginning of Year /Allotment Date 01-Apr-01 01-Apr-02 01-Apr-03 01-Apr-01 01-Apr-02 01-Apr-03 02-May-02 01-Apr-03 28-Mar-03 01-Apr-03

End of Year / Last Date 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-03 31-Mar-04 31-Mar-03 31-Mar-04

NAV at beginning of year / 11.88 (G)/ 14.00 (G)/ 15.67 (G)/ 11.75 (G)/ 13.78 (G)/ 15.35 (G)/ 10.00 10.72 (G)/ 15.56 (G) ‡/ 15.66 (G)/Allotment Date (Rs.) 10.06 (D) 10.20 (QD)/ 10.58 (QD)/ 10.19 (D) 10.28 (D) 10.77 (D) 10.16 (D) 10.50 (D) ‡ 10.57 (D)

10.67 (AD) 11.19 (AD)/10.44 (B)

15

Net Income per unit (Rs.) 0.56 1.21 2.76 1.61 1.25 1.86 1.33 0.96 # 1.95

Dividends (Rs. per unit)* 1.41 (QD)/ 0.80 (QD)/ 0.99 (QD)/ 1.41 0.63 0.93 0.54 0.62 Nil 0.963.00 (AD) 0.75 (AD) 0.69 (AD)

Transfer to reserves(Rs. crores) 94.67 100.62 ¥ (89.81) 11.61 18.94 (11.92) 14.97 14.28 47.06 14.05

NAV as on : At the end of 14.00 (G)/ 15.67 (G)/ 17.25 (G)/ 13.78 (G)/ 15.35 (G)/ 16.80 (G)/ 10.72 (G)/ 11.40 (G)/ 15.66 (G)/ 17.35 (G)/the year / period (Rs.) 10.20 (QD)/ 10.58 (QD)/ 10.49 (QD)/ 10.28 (D) 10.77 (D) 10.70 (D) 10.16 (D) 10.08 (D) 10.57 (D) 10.55 (D)

10.67 (AD) 11.19 (AD)/ 11.53 (AD)/10.44 (B) 11.50 (B)

NAV as on 07-Jun-04 – – 17.25 (G)/ – – 16.78 (G)/ – 11.49 (G)/ – 17.37 (G)/10.49 (QD)/ 10.69 (D) 10.07 (D) 10.56 (D)11.53 (AD)/

11.50 (B)

Annualised return ** 15.42% 14.36% 13.36% 14.64% 13.65% 12.66% – 7.08% – 11.38%

07-Jun-04 – – 12.77% – 12.08% – 6.82% – 9.62%

Absolute return *** – – – – – – 7.20% – 0.60% –

07-Jun-04 – – – – – – – – – –

Benchmark Return – – – – – – 5.42% 5.10% 0.38% 9.14%

07-Jun-04 – – – – – – – 5.01% – 7.68%

Net Assets at end of theyear / period (Rs. crores) 760.09 887.54 428.84 110.44 119.33 74.09 254.71 409.57 168.94 188.20

Ratio of RecurringExpenses to Average Assets 1.49% 1.60% 1.65% 2.04% 2.14% 2.23% 0.83% 0.86% 0.01% 1.00%

Kotak Liquid Regular Plan Kotak Liquid Kotak KotakInstitutional Plan Floater FMP (8)

Apr '01 - Apr '02 - Apr '03 - Mar '03 Apr '03 - Jul '03 - Mar '04Mar '02 Mar '03 Mar '04 Mar '04 Mar '04

Date of Allotment 05-Oct-00 05-Oct-00 05-Oct-00 14-Mar-03 14-Mar-03 14-Jul-03 30-Mar-04

Beginning of Year / Allotment Date 01-Apr-01 01-Apr-02 01-Apr-03 14-Mar-03 01-Apr-03 14-Jul-03 30-Mar-04

End of Year / Last Date 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-03 31-Mar-04 31-Mar-04 31-Mar-04

NAV at beginning of year / Allotment Date (Rs.) 10.48 (G)/ 11.33 (G)/ 12.09 (G)/ 12.05 (G) ‡/ 12.09 (G)/ 10.00 10.0010.01 (D) 10.01 (D) 10.01 (D) 10.01 (D) ‡ 10.01 (D) – –

Net Income per unit (Rs.) 0.78 0.89 0.52 0.02 1.05 0.09 0.02

Dividends (Rs. per unit) * 0.70 0.66 0.41 0.01 0.43 (WD)/ 0.04 (WD)/ Nil0.42 (DD) 0.31 (MD)

Transfer to reserves (Rs. crores) 30.28 50.79 (41.32) 84.95 (38.33) 6.93 0.16

NAV as on : At the end of the year / period (Rs.) 11.33 (G)/ 12.09 (G)/ 12.67 (G)/ 12.09 (G)/ 12.71 (G)/ 10.38 (G)/ 10.01(G)10.01 (D) 10.01 (D) 10.02 (D) 10.01 (D) 10.02 (WD)/ 10.00 (WD)/

12.23 (DD) 10.02 (MD)

NAV as on: 07-Jun-04 – – 12.76 (G)/ – 12.81 (G)/ 10.46 (G)/ 10.12 (G)10.02 (D) 10.03 (WD)/ 10.01 (WD)/

12.23 (DD) 10.03 (MD)

Annualised return ** 8.73% 7.93% 7.02% – 5.12% – –

07-Jun-04 – – 6.87% – 5.02% – –

Absolute return *** – – – 0.31% – 3.76% –

07-Jun-04 – – – – – 4.62% 1.01%

Benchmark return – – – 0.21% 4.37% 2.91% –

07-Jun-04 – – – – 4.32% 3.68% 0.77%

Net Assets at end of the year / period (Rs. crores) 395.58 504.86 275.25 535.51 416.22 337.76 110.57

Ratio of Recurring Expenses to Average Assets 1.00% 0.89% 1.00% 0.04% 0.72% 0.75% #

Kotak Bond Kotak Bond Kotak Bond Kotak BondWholesale Plan Deposit Plan Short Term Plan Institutional Plan

Apr '01 - Apr '02 - Apr '03 - Apr '01 - Apr '02 - Apr '03 - May '02 - Apr '03 - Mar '03 Apr '03 -Mar '02 Mar '03 Mar '04 Mar '02 Mar '03 Mar '04 Mar '03 Mar '04 Mar '04

16

Kotak 30 Kotak Balance

Apr '01 - Apr '02 - Apr '03 - Apr '01 - Apr '02 - Apr '03 -Mar '02 Mar '03 Mar '04 Mar '02 Mar '03 Mar '04

Date of Allotment 29-Dec-98 29-Dec-98 29-Dec-98 25-Nov-99 25-Nov-99 25-Nov-99

Beginning of Year / Allotment Date 01-Apr-01 01-Apr-02 01-Apr-03 01-Apr-01 01-Apr-02 01-Apr-03

End of Year / Last Date 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-02 31-Mar-03 31-Mar-04

NAV at beginning of year / Allotment Date (Rs.) 12.68 11.62 11.59 (G)/ 8.73 9.84 10.1011.59 (D)

Net Income per unit (Rs.) (3.59) 0.10 6.05 (0.48) 0.13 4.54

Dividends (Rs. per unit) * 1.00 Nil 7.00 Nil Nil 2.75

Transfer to reserves (Rs. crores) 5.52 0.99 37.15 6.41 1.48 8.94

NAV as on : At the end of the year / period (Rs.) 11.62 11.59 (G) §/ 25.19 (G)/ 9.84 10.10 13.1511.59 (D) 17.01 (D)

NAV as on : 07-Jun-04 – – 22.88 (G)/ – – 12.7415.45 (D)

Annualised return ** 15.01% 11.20% 24.73% 0.03% 2.66% 13.33%

07-Jun-04 – – 23.09% – – -11.96%

Absolute return *** – – – – – –

07-Jun-04 – – – – – –

~Benchmark Return 4.09% 0.02% 12.24% -4.93% – –

07-Jun-04 – – 9.28% – – –

~Benchmark Return (S&P CNX Nifty) 8.27% 2.72% 14.42% – – –

07-Jun-04 – – 11.03% – – –

Net Assets at end of the year / period (Rs. crores) 28.40 39.30 125.81 45.11 30.67 37.52

Ratio of Recurring Expenses to Average Assets 2.50% 2.50% 2.50% 2.48% 2.44% 2.49%

Kotak Technology Kotak MNC

Apr '01 - Apr '02 - Apr '03 - Apr '01 - Apr '02 - Apr '03 -Mar '02 Mar '03 Mar '04 Mar '02 Mar '03 Mar '04

Date of Allotment 04-Apr-00 04-Apr-00 04-Apr-00 04-Apr-00 04-Apr-00 04-Apr-00

Beginning of Year / Allotment Date 01-Apr-01 01-Apr-02 01-Apr-03 01-Apr-01 01-Apr-02 01-Apr-03

End of Year / Last Date 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-02 31-Mar-03 31-Mar-04

NAV at beginning of year / Allotment Date (Rs.) 3.47 3.06 2.85 8.40 8.00 7.00

Net Income per unit (Rs.) (4.52) (0.20) 0.74 (1.42) (0.49) 4.35

Dividends (Rs. per unit) * Nil Nil Nil Nil Nil Nil

Transfer to reserves (Rs. crores) 5.89 12.91 44.57 (1.10) (2.66) 23.89

NAV as on : At the end of the year / period (Rs.) 3.06 2.85 3.97 8.00 7.00 14.24

NAV as on: 07-Jun-04 – – 4.09 – – 13.39

Annualised return ** -45.02% -34.34% -20.65% -10.67% -11.23% 9.26%

07-Jun-04 – – -19.25% – – 7.23%

Absolute return *** – – – – – –

~Benchmark Return -38.99% -35.67% -23.37% -14.13% 13.43% 4.49%

07-Jun-04 – – -21.52% – – 1.23%

~Benchmark Return (S&P CNX Nifty) – – – -11.17% -11.89% 5.55%

07-Jun-04 – – – – – 1.86%

Net Assets at end of the year / period (Rs. crores) 56.63 46.00 48.07 31.25 24.53 33.46

Ratio of Recurring Expenses to Average Assets 2.25% 2.25% 2.25% 2.48% 2.47% 2.49%

17

Kotak Gilt Kotak Liquid Kotak Kotak KotakInvestment - Institutional Income Plus Dynamic Global

Provident Fund Premium Plan Income Indiaand Trust Plan

Nov '03 - Nov '03 - Dec '03 - Dec '03 - Jan '03 -Mar'04 Mar '04 Mar '04 Mar '04 Mar '04

Date of Allotment 11-Nov-03 04-Nov-03 02-Dec-03 26-Dec-03 30-Jan-04Beginning of Year / Allotment Date 11-Nov-03 04-Nov-03 02-Dec-03 26-Dec-03 30-Jan-04End of Year / Last Date 31-Mar-04 31-Mar-04 31-Mar-04 31-Mar-04 31-Mar-04NAV at beginning of year / Allotment Date (Rs.) 21.63 (G) ‡/ 12.48 (G) ‡/ 10.00 10.00 10.00

10.74 (D) ‡ 12.23 (DD) ‡)/10.02 (WD) ‡

Net Income per unit (Rs.) 0.09 0.15 0.11 0.18 (0.07)Dividends (Rs. per unit) * 0.08 0.16 (WD)/ 0.20 (QD)/ 0.12 Nil

0.20 (DD) 0.20 (MD)Transfer to reserves (Rs. crores) 15.89 281.69 2.57 0.72 (13.51)NAV as on : At the end of the year / period (Rs.) 21.93 (G)/ 12.71 (G)/ 10.25 (G)/ 10.20 (G)/ 9.57 (G)/

10.79 (D) 10.03 (WD)/ 10.02 (MD)/ 10.06 (D) 9.57 (D)12.23 (DD) 10.02 (QD)

NAV as on : 07-Jun-04 21.86 (G)/ 12.82 (G)/ 10.10 (G)/ 10.20 (G)/ 9.40 (G)/10.76 (D) 10.03 (WD)/ 9.82 (MD)/ 10.06 (D) 9.40 (D)

12.23 (DD) 9.87 (QD)Absolute return *** 1.38% 1.88% 2.20% 1.97% -4.35%07-Jun-04 1.06% 2.74% 0.73% 1.99% -5.08%Benchmark Returns 1.95% 1.62% 3.56% 2.17% -1.84%07-Jun-04 2.29% 2.38% 1.72% 2.19% -13.30%Net Assets at end of the period (Rs. crores) 31.49 1812.21 291.40 42.69 299.96Ratio of Recurring Expenses to Average Assets 1.30% 0.56% 0.69% 0.44% 0.38%

Notes :G stands for Growth Option, D stands for Dividend Option,QD stands for Quarterly Dividend Option, AD stands forAnnual Dividend Option, B stands for Bonus Option, WDstands for Weekly Dividend Option, DD stands for DailyDividend Option and MD stands for Monthly Dividend Option.

* Applicable to the Dividend Option in case of Schemes, whichhave Growth and Dividend Options.

** Annualised Return (Compounded Annualised Growth Rate) iscalculated from the date of allotment of the Units till the endof the period mentioned against it. For the last period in respectof the Scheme/ Plan concerned, the annualised return iscomputed from the date of allotment till March 31, 2004 andJune 07, 2004 respectively.

In case of returns available for periods less than one year forthe first accounting year, such returns have been expressed inabsolute terms only.

*** Absolute Return is calculated from the date of allotment of theUnits till the end of the period mentioned against it for theScheme where such period is less than one year. In case ofScheme / Plan launched after June 07, 2003, the absolutereturn is also calculated from the date of allotment till March31, 2004 and June 07, 2004 respectively.

~ Benchmarks (as developed by AMFI): Kotak Gilt Savings, KotakGilt Serial Plan 2005: I SEC SI-BEX, Kotak Gilt Investment-Regular and Provident Fund and Trust Plans: I SEC COMPOSITEINDEX, Kotak Gilt - Serial Plan 2007: I SEC MI-BEX, Kotak Gilt- Serial Plans 2011, 2013, 2019: I SEC LI-BEX, Kotak Bond -Wholesale, Deposit, Institutional Plans, Kotak Dynamic Income:CRISIL COMPOSITE BOND FUND INDEX, Kotak Bond Short

Term, Kotak Liquid, Kotak Liquid Institutional Plan, Kotak LiquidInstitutional Premium Plan, Kotak Mahindra Fixed MaturityPlans, Kotak FMP (8), Kotak Floater - CRISIL LIQUID FUNDINDEX, Kotak Balance - CRISIL BALANCED FUND INDEX, KotakIncome Plus - CRISIL MIP Blended Index. Benchmark returns (asdeveloped by AMFI) for schemes except Kotak Bond ShortTerm, Kotak Gilt Investment- Provident Fund and Trust Plan,Kotak Liquid Institutional Plan, Kotak Liquid Institutional PremiumPlan, Kotak Bond Institutional Plan, Kotak Mahindra FixedMaturity Plans, Kotak FMP (8), Kotak Floater, Kotak DynamicIncome and Kotak Income Plus are not shown due to non-availability of the data.

Benchmarks (as per Offer Document) used are: Kotak 30 KotakMNC, Kotak Global India - BSE SENSITIVE INDEX and S & P CNXNIFTY; Kotak Tech - BSE IT INDEX.

# These figures are less than 0.01.

~~ No units outstanding as at the beginning/end of the year/period.

‡ NAV at which Units were first allotted under the respectiveoptions.

¥ Reserves of Kotak Bond Wholesale Plan - Bonus option adjustedfor bonus of 1 Unit issued for every 2 units held as on the recorddate January 09, 2003.

§ Growth Option introduced under Kotak 30, effective February03, 2003.

Kotak FMP (1), Kotak FMP (2), Kotak Gilt Serial Plan 2003,Kotak FMP (6) and Kotak FMP (7) matured on June 11, 2003,July 01, 2003, December 31, 2003, April 16, 2004 and April05, 2004 respectively.

18

5. Borrowing by the Mutual FundNo borrowing was made by any of the Schemes of KMMF tillthe year ended March 31, 2004.

6. Key Personnel of AMCMr. Ajay BaggaMr. Ajay Bagga, 36, holds a Post Graduate Diploma in BusinessManagement (PGDBM) from XLRI, Jamshedpur and has over13 years of work experience. Immediately following hisPGDBM, in 1990, Mr. Bagga joined Citibank N.A. He workedwith Citibank for over ten years, and spearheaded severalnew initiatives, of which Citibank Suvidha is but one. Followinghis stint at Citibank, Mr. Bagga held the position of NationalHead, Sales, Distribution and Business Development at theerstwhile Pioneer ITI Asset Management Company Ltd., wherehis tenure was marked by rapid expansion of branches andcustomer base, the building of a debt fund presence and theintroduction of several innovative products. Prior to joiningKotak Mahindra Asset Management Company on 27thFebruary 2004, Mr. Bagga headed Marketing for the creditcard Joint Venture between GE Capital and SBI Cards, a rolehe held for a year and a half.

Mr. Bagga is Chief Executive Officer of the AMC.

Mr. Prakash DalalMr. Prakash B. Dalal, 41, holds a B. E. (Mech.) degree fromGujarat University and M. S. (Mech.) degree from RensselaerPolytechnic Institute, New York, USA. Mr. Dalal has over 18years of work experience. He started his career with BridgeportMachine Tools in the USA, where he was responsible fordeveloping their Computer Aided Manufacturing softwarefor CNC lathes and in providing technical support to customers.On his return to India in 1989, Mr. Dalal worked with hisfamily's stock broking firm, operating on the Bombay StockExchange, for 4 years. Having joined the Kotak MahindraGroup in 1993, Mr. Dalal established and headed its Branchoffice at Ahmedabad. During this time, he built and supervisedthe Investment Banking, Corporate Finance and Retail Financebusinesses at Ahmedabad, and was instrumental inestablishing business relations for Kotak Mahindra with publicand private sector business groups in Gujarat as well as withthe Government of Gujarat.

Mr. Dalal is Senior Vice President in the AMC and is in chargeof the marketing function of the Fund.

Mr. Krishna Kumar T.Mr. Krishna Kumar, 44, is a Senior Vice President in the AMCand is the head of sales. He is a postgraduate in managementfrom Karnatak University and has over 23 years of workexperience. He joined Kotak Mahindra Finance Ltd. atBangalore in the year 1991 and set up the Bangalore Branchbefore moving to Mumbai to head the Treasury function in1994. He has gained valuable experience, having spent anumber of years in other Kotak Group companies workingon corporate debt origination and institutional sales. He startedhis career at Wipro Limited in their corporate office, workingin the Corporate Planning and Finance department and workedwith the company for over 10 years in various other capacities

Mr. Srikar BaljekarMr. Srikar Baljekar, 43, is a Chartered Accountant and CompanySecretary with over 18 years of experience in the fields ofAccounts, Audit, Taxation and Systems. Prior to joining the

Kotak Mahindra Group, Mr. Baljekar worked for seven yearswith Voltas Ltd., where his experience ranged from Productionand Sales Accounting to Systems Management at theirrefrigeration plant. Mr. Baljekar joined Kotak Mahindra BankLtd. in 1992. During his tenure with Kotak Bank, he helpedset up the Internal Audit Department and later took over asthe head of the Information Technology Department. He wasresponsible for driving the InfoTech strategy of the KotakMahindra Group. Mr. Baljekar is a Senior Vice President, andChief Operations Officer of the AMC and oversees theoperations, accounting and IT functions of the Fund.

Mr. Sandesh KirkireMr. Sandesh Kirkire, 39, is a Mechanical Engineer and holdsa Masters degree in Management Studies from Jamnalal BajajInstitute of Management Studies, Mumbai University. Mr.Kirkire has over 13 years of experience in the areas of CorporateFinance and Proprietary Trading, among others. His priorassignments were with SBI Capital Markets Ltd and ITCBhadrachalam Finance & Investments Ltd. After joining theKotak Mahindra group in 1994, Mr. Kirkire has worked inseveral capacities across the group, in the fields of InvestmentBanking, Treasury and Sales and Trading in debt markets. Mr.Kirkire is Senior Vice President in the AMC and oversees theinvestment management function of the Fund in Fixed IncomeSecurities.

Mr. Rushabh ShethMr. Rushabh Sheth, 31, is a qualified Cost Accountant andan alumnus of Sydenham College in Mumbai. Mr. Sheth hasover 10 years of experience in the equity markets. He beganhis career as an Investment Analyst with ASK Investment andFinancial Consultants, subsequently, joining the FundManagement team at ASK Raymond James Securities IndiaLtd. He then moved on to become a Portfolio Manager forASK Raymond James Securities, managing funds for foreigninstitutional investors. Mr. Sheth also played a key role insetting up the Portfolio Management Business at ASK RaymondJames, and was instrumental in building offshore business.He joined the Kotak Mahindra Group in 2003, as Vice Presidentin the Portfolio Management Group of Kotak Securities. Mr.Sheth is Senior Vice President in the AMC and oversees theinvestment management function of the fund in equities.

Mr. Miten ChawdaMr. Miten Chawda, 28, holds a Bachelors degree in Law, andis a member of the Institute of Company Secretaries of India.

Mr. Chawda has over 8 years of work experience. Havingbegun his career with Thomas Cook (India) Limited, he movedto Mehta and Mehta, a firm of practicing Company Secretaries.Prior to joining Kotak Mahindra AMC in 2004, Mr. Chawdaheld the post of Company Secretary and Compliance Officerat Principal AMC Ltd for 2 years, and has 8 years experiencein company secretarial and compliance areas.

Mr. Chawda is Compliance Officer of Kotak Mahindra AMCLtd.

Mr. Kenneth AndradeMr. Kenneth Andrade, 33, is a graduate in commerce fromthe Mumbai University. Mr. Andrade has over 12 years ofwide-ranging experience in the Indian capital markets. Havingbegun his career in 1991 as a trainee with Capital Market,an investment journal, Mr. Andrade has since worked in

19

various capacities in the field. He has been an Equity Analystwith Apple Asset Management Company Ltd., Funds Managerin Meghraj Financial Services Ltd. and an institutional analystwith LKP Shares and Securities Ltd. Prior to joining the KotakMahindra group, Mr. Andrade spent 3 years with Sharekhan,one of India's largest retail investment advisory firms, wherehe was instrumental in establishing the organisation's productportfolio and advisory team. In 2002, Mr. Andrade joined theAMC as a member of the Fund Management team.

All key employees (except Mr. Sandesh Kirkire, Mr. RushabhSheth and Mr. Kenneth Andrade) of the AMC are based atthe registered office of the AMC at Bakhtawar, Mumbai whilethe Fund Management and Research Team of the Fund islocated in the same building on the 7th Floor.

Fund ManagersMr. Kenneth Andrade will be the Fund Manager for theScheme.

Other members of the Fund Management/Research Teamare:

Mr. Anand ShahMr. Anand Shah, 28, holds a B.E. (Electronics) degree fromREC, Surat, and a Post Graduate Diploma in BusinessManagement from IIM, Lucknow. Mr. Shah has a total of 5years of work experience. During the period 1996-1998, priorto his post-graduation, Mr. Shah worked with Kirolskar OilEngines Ltd., Pune, as Senior Engineer, where he superviseda 16-member team, and was responsible for electrical andelectronics maintenance. Following completion of his post-graduation in 2000, Mr. Shah joined the AMC as a memberof the Equity Fund Management team.

Ms. Lakshmi IyerMs. Lakshmi V. Iyer, 26, is a graduate in Commerce fromMumbai University, and holds a Diploma in BusinessManagement. Ms. Iyer has a total work experience of 4 yearsin the securities markets. Prior to joining the Kotak Mahindragroup, she worked at Credence Analytics, handling debtresearch and financial software development. In 1999, Ms.Iyer joined the AMC as a member of the Debt FundManagement team.

Mr. Ritesh JainMr. Ritesh Jain, 28, is a graduate in Commerce from DelhiUniversity, and holds a post-graduation in Business Economicsfrom Indore University and a Diploma in Capital Markets fromI.C.F.A.I. Mr. Jain has 6 years of experience. Having begun hiscareer in foreign exchange banking at Corporation Bank, hethen moved to IDBI Bank Ltd., where he managed moneymarket treasury (trading and ALM management). Prior tojoining the Kotak Mahindra group, he also worked briefly atRanbaxy Laboratories Ltd., managing US$ 500 Million offoreign exchange treasury. Mr. Jain joined the AMC in 2003as part of the Fund Management team.

Mr. Amish KananiMr. Amish Kanani, 31, is a Chartered Accountant and CostAccountant, with over 8 years experience in the field ofresearch.

Mr. Kanani began his career in 1995 as an equity analyst withNetwork Investment and Financial Consultant, the institutionalresearch cell of Shailesh Merchant Securities. In 1996, he

moved to India's premier research organisation, INFAC. Priorto joining the Kotak Mahindra group, Mr. Kanani spent 3years at CRIS Ltd. (a subsidiary of India's premier credit ratingagency, CRISIL), where he headed a team of 3 researchanalysts, preparing sector and company reports from a creditperspective.

In 2003, Mr. Kanani joined the AMC as the Credit Head, andis a part of the Fund Management and Research team.

Mr. Deepak AgrawalA post-graduate in commerce, Mr. Deepak Agrawal, 23, hascleared the Final Examinations of the Institute of CharteredAccountants of India and the Institute of Company Secretariesof India. He started his career in the AMC in September 2000.At present, he is a part of the Debt Fund Management andResearch Team.

Mr. Sajit PisharodiMr. Sajit Pisharodi, who holds a Masters degree in BusinessAdministration, joined the AMC in February, 2004 in theEquity Fund Management Team. Prior to that, Mr. Pisharodiwas involved in the equity dealing function at SBI FundsManagement Pvt. Ltd. He started his career with Stock HoldingCorporation of India Ltd., where he was involved in objectionsclearance in the custodial services division and moved on toIDBI Capital Markets Pvt. Ltd., where he was part of thebroking arm, and involved in equity sales and dealing. Mr.Pisharodi, at 33, has nearly eleven years of experience in thefield of financial services sector.

Compliance OfficerMr. Miten ChawdaKotak Mahindra Asset Management Company Limited5A, 5th Floor, Bakhtawar229, Nariman Point, Mumbai 400 021

Auditors to the SchemePrice Waterhouse1102/1107, Raheja ChambersNariman Point, Mumbai 400 021

E. THE REGISTRARThe Mutual Fund has appointed Computer Age ManagementServices Private Limited ('CAMS') to act as Registrar andTransfer Agent ('the Registrar') to the Scheme. Registeredwith SEBI under Registration No. INR000002813, CAMS hasbeen performing the functions of Registrar for all the Schemesof the Fund and the Trustee and the AMC have satisfiedthemselves that CAMS can provide the services required andhas adequate facilities, including systems capabilities andback up, to do so. As Registrar to the Scheme, CAMS acceptsand processes investors' applications and advises the MutualFund in respect of the amounts received/disbursed forsubscription/purchase/redemption. They also handlecommunications with investors, perform data entry servicesand dispatch Account Statements to Unitholders.

CAMS is responsible for carrying out diligently the functionsof Registrar and Transfer Agent, as set out in the agreemententered into with them and as per any modification madethereto from time to time.

The AMC has the right to appoint additional Registrars orchange the Registrar, if it deems fit.

20

F. THE CUSTODIANSThe Trustee has appointed Deutsche Bank A G, Mumbai andABN AMRO Bank N.V., Mumbai, as the Custodians ('theCustodians') for the Scheme. The Custodians are approvedby SEBI under Registration Nos. IN/CUS/003 and IN/CUS/013,respectively.

The Custodians keep in safe custody all the securities andother such instruments belonging to the Fund, ensures smoothinflow/outflow of securities and such other instruments asand when necessary in the best interest of the investors; andensures that the benefits due to the holdings are recovered.

The Custodians charge the Mutual Fund fees in accordancewith the terms of the custodian agreement:

l for all purchase transactions, including direct purchasesand rights/new issue applications.

l for all sale transactions, including direct sale and rightsrenunciation/sale.

l for Corporate Actions, MIS, Monitoring, Annual Reports,etc.

l for Custody of all assets held by them.

In addition, out-of-pocket expenses incurred by the Custodiansmay also be charged to the Mutual Fund.

The Trustee has the right to appoint additional Custodians orchange the Custodian, if it deems fit.

To perform custodial services for securities of the Fund, theCustodians are bound to exercise the same degree of care asit exercises in respect of its own property. It is obligatory forthe Custodians to ensure that all the services rendered toKMMF are professional, prompt, cost effective and efficientin nature. A Custodian agreement, which, inter-alia, sets outthe responsibilities and functions of a Custodian, has beenentered into with the Custodians.

G. BANKERSThe Bankers to the Initial Offer will be as under:

Name of Kotak Mahindra HDFC Bankthe Bank Bank Limited Limited

SEBIRegistration No. INBI00000927 INBI00000063

Applications for the Initial offer will be accepted at thedesignated collection centres of these Banks, as mentionedelsewhere in this Offer Document.

The AMC has the right to appoint additional Bankers to theInitial/Continuous Offer and change the Banker or any of theBankers appointed subsequently, if it deems fit.

21

A. KOTAK EQUITY FOF1. Type of SchemeAn Open-Ended Equity Fund of Funds Scheme

2. Investment OptionsThe Scheme will be available in two options:

a) Growth OptionUnder this option, there will be no distribution of income andthe return to investors will be only by way of capital gains,if any, through redemption at Applicable NAV of Units heldby them.

b) Dividend OptionUnder this Option, the Trustee may decide to distribute byway of dividend, the surplus by way of realised profit, dividendsand interest, net of losses, expenses and taxes, if any, toUnitholders in the Dividend Option of the Scheme if suchsurplus is available and adequate for distribution in the opinionof the Trustee. The Trustee's decision with regard to suchavailability and adequacy of surplus, rate, timing and frequencyof distribution shall be final. The Dividend will be due to onlythose Unitholders whose names appear in the register ofUnitholders in the Dividend Option of the Scheme on therecord date, which will be announced in advance. TheUnitholder in the Dividend Option will have the choice ofreceiving the dividend or having it reinvested. Dividendamounts will be reinvested in the Dividend Option at theApplicable NAV announced for the first Working Dayimmediately following the record date.

The NAVs of the above Options will be different and separatelydeclared; the portfolio of investments remaining the same.Please refer to sections on calculation of NAV for details.

3. Investment ObjectiveThe Investment Objective of the Scheme is to generate long-term capital appreciation from a portfolio created by investingpredominantly in open-ended diversified equity schemes ofMutual Funds registered with SEBI.

Benchmark: The Scheme proposes to invest in underlyingequity schemes, which are diversified across sectors. A largeportion of these investments will happen in diversified equityschemes, which are largely invested in large cap stocks.

Since S&P CNX Nifty captures the combination of large capstocks and diversification, the performance of the Schemewill be benchmarked against S&P CNX Nifty.

Portfolio Turnover:The Scheme has no specific target relating to portfolio turnover.However, the Fund Manager may need to turnover the portfolioon account of rebalancing the portfolio, to remain consistentwith the investment objective and investment strategy of theScheme.

Portfolio turnover will exclude:

l the turnover caused on account of investing the initialcorpus; and

l the turnover caused on account of fresh purchases andredemptions by Unitholders.

Turnover means simple average of the aggregate of purchasesand sales net of the above exclusions. These purchases andsales may invite transaction costs like custodian transactioncharges.

There is no assurance that the investment objectives ofthe Scheme will be realised.

4. Investment StrategyThe Scheme will invest predominantly in open-ended diversifiedequity schemes of Mutual Funds, which are registered withSEBI.

The Fund Manager will always invest 20% to 25% of the netassets in one or more diversified equity schemes of KMMF.However in exceptional circumstances the investments inKMMF diversified equity schemes may go below 20% of thenet assets of the Scheme. The balance shall be invested indiversified equity schemes from the recommended list providedby the Designated Agency. The Fund Manager may inexceptional circumstances not invest as per the recommendedlist. Further, the Fund Manager reserves the right to invest onbasis of in-house research in such circumstances where therecommended list is not received from the Designated Agency.

The AMC shall appoint a Designated Agency to provideperiodically the recommended list of diversified equity schemes.The Designated Agency may be a bank, which distributesfinancial products, a research house or a distribution house.The Designated Agency may charge fees in accordance withthe terms of the agreement entered into with it, which shallbe borne by the AMC. The portfolio will be reviewed andrebalanced on the receipt of the recommended list from theDesignated Agency.

Currently, the AMC has appointed Kotak Securities Limited(Kotak Securities) as a Designated Agency to provide therecommended list. Kotak Securities established in 1994, isone of the largest stock broking houses in the country anda leading distributor of primary market offerings. It is a jointventure between Kotak Mahindra Bank and Goldman Sachs,the international investment banking and brokerage firm. Itis a subsidiary of Kotak Bank.

Kotak Securities has the business in the areas of InstitutionalStock Broking, Private Client Services, Client MoneyManagement, Retail distribution, Depository Services. PrivateClient Services is a special investment division for high net-worth individuals, non-resident Indian investors, trusts,corporates and banks. Client Money Management divisionprovides portfolio management services to high net-worthindividuals and corporates. The expertise of Kotak in researchand stock broking gives it the right perspective to provideinvestment advisory services. Kotak Securities is the largestPortfolio Management Service (PMS) provider in the country.Under the PMS, Kotak Securities is currently managing thecorpus of more than Rs.950 cr. Kotak Securities conductsextensive research for its wealth management products.

I V . I N V E S T M E N T O F T H E F U N D

22

The AMC has the right to designate an additional Agency forobtaining the recommended list. The AMC may also changethe Designated Agency, if it deems fit.

The research methodology to be adopted by the DesignatedAgency for providing the recommended list shall be reviewedby the Board of Directors of AMC and Trustees. Any changein the research methodology shall also be reviewed by theBoards of AMC and Trustees.

Kotak Securities will identify a universe of diversified equityschemes. This list will consist of schemes whose averageAUMs are higher than a pre defined limit. These schemes willbe analysed for making a recommended list.

Broadly, the following two parameters will be used todetermine the universe of diversified equity schemes andanalyse them.

1. Investment Style : This is the general approach a fundmanager uses when selecting securities for a scheme.This approach is stated in the investment objective andstrategy of the offer document and is reflected in thenature of the portfolio. This parameter in conjunctionwith the market capitalisation of underlying stocks ineach scheme is used for defining the universe of diversifiedequity schemes.This approach is used to determine whether a schemeis part of the diversified large cap category, diversifiedaggressive category or none of these.If a scheme has most of its holdings in large cap stocks,is generally well diversified across sectors and does nothave large concentration in any one sector, it would beusually categorised as large cap diversified scheme. If ascheme has predominantly mid cap stocks or has largecap stocks but with concentration in sectors may becategorised as a diversified aggressive scheme.The portfolio over the latest six months is used to decidethe category.

2. Performance Analysis : This parameter is used foranalysing the schemes within the large cap diversifiedand large cap aggressive categories.

Performance Analysis of a scheme can be done in manyways. One way is comparing returns of schemes acrossdifferent time frames. Another method would be toanalyse the degree of risks taken by different schemesto produce returns. This is essentially a return risk analysis.

We have adopted the “Risk Return Analysis” method.

Returns of a scheme are computed for a fixed timeperiod. Say, weekly returns are computed over a one-year period. All of these returns are then comparedagainst a benchmark. In our case, the benchmark isusually the market expectation of returns from equityinvestments arrived at by polling clients. Out performanceor under performance of these returns over a benchmarkand the frequency of this out / under performance iscalculated. This exercise is carried out for all the schemesin contention.

Risk is computed based on the degree ofunderperformance of a scheme to a benchmark andfrequency of all its under performance compared to thebenchmark.

This return to risk ratio gives the excess returns potentialof a particular scheme vis a vis a benchmark and can beused as a measure of performance consistency. Thisanalysis is carried out for all schemes in contention.

The Scheme may also invest in underlying schemes,which invest predominantly in the money market orfloating rate securities for meeting the liquidityrequirements.

Pending deployment of the Funds of the Scheme inaccordance with the Investment Objective, the Schememay invest in short term deposits of ScheduledCommercial Banks, subject to the regulations.

5. The Risk Profile and Investment PatternThe asset allocation under the Scheme, under normalcircumstances, will be as follows:

Investments Indicative RiskAllocation Profile

Open-Ended Diversified 90% to MediumEquity Schemes 100% to High

Inter bank Call and/or 0% to 10% Lowreverse repo and/orshort-term fixed depositsand/or Schemes whichinvest predominantly inthe money market orfloating rate securities*

* The Fund Manager will normally invest in Kotak MahindraLiquid Scheme and Kotak Mahindra Floating Rate Scheme.However, the Fund Manager may invest in any other schemeof a mutual fund registered with SEBI, which investpredominantly in the money market or floating rate securities.The asset allocation shown above is indicative and may varyaccording to circumstances at the sole discretion of the FundManager, on defensive consideration. Review and rebalancingwill be conducted when the asset allocation falls outside therange as indicated above. If the exposure falls outside theabove range, it will be restored within 10 (Ten) Working Days.

B. POLICIES AND REGULATIONS APPLICABLETO THE SCHEME

1. Fundamental Attributes and Changes ThereinThe open-ended character of the Scheme, type of the Scheme,the investment objectives, the investment pattern, investmentstrategy as mentioned elsewhere in this Offer Documenttogether with the terms of the Scheme restricted to liquidityprovisions and aggregate fees and expenses to be chargedconstitute the fundamental attributes.In accordance with Regulation 18(15A), the Trustee shallensure that there are no changes carried out in the fundamentalattributes of the Scheme or the trust or fees and expensespayable or any other change, which would modify the Schemeand affect the interest of Unitholders, unless:(i) a written communication about the proposed change is

sent to each Unitholder and an advertisement is givenin one English daily newspaper having nationwidecirculation as well as in a newspaper published in thelanguage of the region where the Head Office of theFund is situated and;

23

(ii) the Unitholders are given an option to exit at the prevailingNet Asset Value without any Exit Load.

The exercise of rights reserved by the Trustee under this OfferDocument vis-à-vis prospective investments in the Schemeshall not constitute change in the fundamental attributes ofthe Scheme (refer paragraph 'B. Power To Remove Difficulties',mentioned elsewhere in this Offer Document).

2. Investment of Subscription MoneyOn receiving the minimum subscription amount for the Schemeduring the Initial Offer Period, the Fund may commenceinvestment in Kotak Mahindra Liquid Scheme. On allotmentof Units the income earned out of such investments will bemerged into the investments of the Scheme.

3. Borrowing PowerTo meet the temporary liquidity needs of the Scheme for thepurpose of repurchase, redemption or payment of income toUnitholders, the Scheme may borrow upto 20% of its netassets for a period of upto six months or as may be permittedby the pertinent Rules and Regulations. The Fund may tie upwith various banks/institutions for the above-mentioned facility.The Scheme may bear the interest charged on borrowings.

4. DepositoryThe securities will be held in form of account statements orUnit Certificates. Investments in inter bank call and short-term fixed deposits will be held in form of receipts.

5. Policy on Inter-Scheme TransfersInvestments made in the underlying schemes by the Schemeshall not be transferred to any other scheme.

In case of any amendment in the Regulations, transfer ofInvestments from one scheme to another scheme, present orto be floated in future, may also be made, subject to theapplicable Regulations at the time of transfer, at the discretionof the Fund Manager.

6. Mode of InvestmentThe Investment Manager will invest, in units of underlyingschemes on an ongoing basis. The investments will be inconformity with the pertinent rules and regulations, applicableat the time of making the investment.

7. Investment in DerivativesThe Fund shall not use derivative instruments in the Scheme.

8. Investments by the AMC in the FundThe AMC may invest upto 100% in the Scheme at any timeduring the Initial Offer Period or there under at any timeduring the Continuous Offer Period. Under the Regulations,the AMC is not permitted to charge any investmentmanagement and advisory services fee on its own investmentin the Scheme.

9. Investment Limitation and RestrictionsThe following investment limitations and other restrictions,inter-alia, as contained in the Trust Deed and the Regulationsapply to the Scheme:

i. No loans may be advanced by the Mutual Fund and theFund shall not borrow except to meet temporary liquidityneeds of the Fund for the purpose of repurchase,redemption of Units or payment of interest or dividends

to Unitholders, provided the Fund shall not borrow morethan 20% of the net assets of the Scheme and theduration of such borrowing shall not exceed a period ofsix months or as may be permitted by the Regulationsfrom time to time.

ii. The Fund shall buy and sell securities only againstdeliveries. In no case shall the Fund engage in shortselling.

iii. Pending deployment of the funds of the Scheme inaccordance with the investment objectives, the Fund caninvest in short term deposits of scheduled commercialbanks subject to the Regulations.

iv. Wherever investments are intended to be of a long-termnature, the securities shall be purchased or transferredin the name of the Fund, on account of the Schemeconcerned.

v. The Scheme shall not invest in any other fund of fundsscheme.

vi. The Scheme shall not invest its assets other than inschemes of mutual funds, except to the extent of fundsrequired for meeting the liquidity requirements for thepurpose of repurchases or redemptions, as disclosed inthe Offer Document.

Modifications, if any, in the Investment Restrictions on accountof amendments to the Regulations shall supercede/overridethe provisions of the Trust Deed.

Apart from the above investment restrictions, the Fund followscertain internal norms which are subject to change from timeto time. Presently, the following are some of the internalrestrictions followed:

i. Investments will be made in schemes as per therecommended list provided by the Designated Agencyand in one or more diversified equity schemes of KMMF.The Designated Agency will categorise all diversifiedequity schemes into two categories, viz., Diversified LargeCap Equity Schemes and Diversified Aggressive EquitySchemes.

l Diversified Large Cap Equity Scheme: An equityscheme, which has invested on an average* 70%or more of its portfolio in shares of Large CapCompanies. Large Cap Company, as defined byKotak Securities (Designated Agency), is a company,which has a market capitalisation of more thanRs.1500 cr. Upto 75% of the Scheme's net assetswill be invested in such schemes.

l Diversified Aggressive Equity Scheme: An equityscheme whose portfolio is diversified across sectorsand which has invested on an average* less than70% of its portfolio in shares of Large CapCompanies. The Designated Agency shall alsocategorise an equity scheme as a diversifiedaggressive equity scheme if the investment objective,investment strategy or investment pattern so justifies.Upto 25% of the Scheme's net assets will be investedin such schemes.

*Average will be calculated as the simple averageof the percentage of the large cap holdings in the

24

total portfolio. The month-end portfolios as disclosedby the concerned Mutual Funds for the immediatepreceding six months will be considered for thispurpose.

ii. The number of underlying equity schemes (includingKMMF equity schemes) in the Scheme's portfolio will atleast be 5 viz., at least 3 under Diversified Large CapEquity Scheme category and at least 2 under DiversifiedAggressive Equity Scheme category.

At the time of investment, the Scheme will

a. endeavour to have an equal allocation in KMMFunderlying equity schemes (irrespective of thecategory), if the investment is in more than onescheme.

b. endeavour to have an equal allocation in the non-KMMF underlying equity schemes within eachcategory.

iii. In case of any change in the allocation between DiversifiedLarge Cap and Diversified Aggressive Equity Schemecategories (as mentioned above) due to any reasonincluding large purchase and/or redemption of units orhuge appreciation in one of the categories, the same willbe restored within 10 (Ten) Working Days.

iv. The Equity FOF will invest in a recommended schemeonly if such a scheme fulfills the following criteria:

l The recommended scheme is floated by a MutualFund, which has as on the immediate precedingmonth end, total 'assets under management' (AUM)of more than Rs.5000 cr. and equity AUM of morethan Rs.500 cr.

l The recommended Scheme does not charge anyentry or exit load to the Scheme at the time ofinvestment.

v. The investments in each underlying scheme will not bemore than 25% of the net assets of the Scheme'sportfolio. However, if investments in any underlyingscheme exceeds 25% of the net assets of the Scheme,the Fund Manager will rebalance the same within 10(Ten) Working Days. The 25% limit will be applicableonly for the investments in equity schemes, and not forthe investments in underlying schemes, which will bemade for the purpose of liquidity.

vi. The investments in all diversified equity schemes of KMMFwill normally be 20 - 25% of net assets. The equityscheme of KMMF shall not be considered by theDesignated Agency for research and subsequent issue ofthe recommended list.

vii. The investments of the Scheme shall also be subject toRegulatory restrictions on the underlying schemes, if any.

10. Computation of Net Asset ValueThe NAV of the Units of the Scheme will be computed bydividing the net assets of the Scheme by the number of Unitsoutstanding on the valuation date.

a) Valuation of InvestmentsThe Fund shall value its investments according to the valuationnorms, as specified in the Eighth Schedule of the Regulations,

or such guidelines / recommendations as may be specified bySEBI/AMFI from time to time.

The investments in the underlying schemes shall be valuedbased on the Net Asset Value of the respective schemes onthe valuation date.

Investments in call money and short-term deposits with banksshall be valued at cost plus accrual.

Where instruments have been bought on 'repo' basis, theinstrument shall be valued at the resale price after deductionof applicable interest up to the date of resale. Where aninstrument has been sold on a 'repo' basis, adjustment shallbe made for the difference between the repurchase price(after deduction of applicable interest up to the date ofrepurchase) and the value of the instrument. If the repurchaseprice exceeds the value, the depreciation shall be provided forand if the repurchase price is lower than the value, credit shallbe taken for the appreciation.

The valuation guidelines as outlined above are as perthe Regulations prevailing at present and are subject tochange from time to time, in conformity with changesmade by SEBI.

b) Accrual of expenses and incomesAll expenses and incomes accrued up to the valuation dateshall be considered for the computation of net asset value.For this purpose, while major expenses like management feesand other periodic expenses shall be accrued on a day to daybasis, other minor expenses and income need not be soaccrued, provided the non-accrual does not affect the NAVcalculations by more than 1%.

c) Recording of Securities and Units in the booksAny change in the portfolio of securities and in the numberof Units held shall be recorded in the books not later than thefirst valuation date following the date of transaction. If thisis not possible given the frequency of the Net Asset Valuedisclosure, the recording may be delayed up to a period ofseven days following the date of the transaction, providedthat as a result of the non-recording, the Net Asset Valuecalculations shall not be affected by more than 1%. In casethe Net Asset Value is affected by more than 1% due to suchnon-recording of transactions, the investors or the Scheme,as the case may be shall be paid the difference in the mannerprovided in the Regulations.

d) Calculation of NAVNAV of Units under the Scheme or Options thereunder canbe calculated as shown below:

Market or Current CurrentFair Value assets Liabilitiesof Scheme's + including – and provisionsinvestments Accrued including

Income Accrued ExpensesNAV=No. of Units outstanding under Scheme/Option

The NAV and the sale and repurchase prices of the Units arecalculated and announced at the close of each Working Day.Computation of NAV is done after taking into accountdividends paid, if any, and the distribution tax thereon.Therefore, once dividends are distributed, the NAV of theUnits under the Dividend Option always remain lower than

25

the NAV of the Units issued under the Growth Option.

The income earned and the profits realized in respect of theUnits issued under the Growth Option remain invested andare reflected in the NAV of the Units.

11. Accounting PoliciesIn accordance with the Mutual Fund Regulations, the Fundfollows the accounting policies and standards stated below:

1. For each Scheme, the AMC shall keep and maintainproper books of accounts, records and documents, forthe Scheme so as to explain its transactions and todisclose at any point of time the financial position of theScheme and in particular give a true and fair view of thestate of affairs of the Fund.

2. For the purposes of the financial statements, the MutualFund shall mark all investments to market and carryinvestments in the balance sheet at market value.However, since the unrealised gain arising out ofappreciation on investments cannot be distributed,provision shall be made for exclusion of this item whenarriving at distributable income.

3. For investments, which are not quoted on a stockexchange, dividend income shall be recognised on thedate of declaration.

4. In respect of all interest-bearing investments, incomeshall be accrued on a day-to-day basis as it is earned.

5. In determining the holding cost of investments and thegains or loss on sale of investments, the "average cost"method shall be followed.

6. Transactions for purchase or sale of investments shall berecognised as of the trade date and not as of thesettlement date, so that the effect of all investmentstraded during a financial year is recorded and reflectedin the financial statements for that year. Where investmenttransactions take place outside the stock market, forexample, acquisitions through private placement orpurchases or sales through private treaty, the transactionshall be recorded, in the event of a purchase, as of thedate on which the Scheme obtains an enforceableobligation to pay the price or, in the event of a sale, whenthe Scheme obtains an enforceable right to collect theproceeds of sale or an enforceable obligation to deliverthe instruments sold.

7. Where income receivable on investments has beenaccrued and has not been received for the period specifiedin the guidelines issued by SEBI, provision shall be madeby debiting to the revenue account the income so accruedin the manner specified by SEBI in this behalf.

8. When Units are sold, the difference between the saleprice and the face value of the Unit, if positive, shall becredited to reserves and if negative, debited to reserves,the face value being credited to Capital Account. Similarly,when Units are repurchased, the difference between thepurchase price and the face value of the Unit, if positiveshall be debited to reserves and, if negative, shall becredited to reserves, the face value being debited to thecapital account. Accordingly, upon issue and redemptionof units, the net premium or discount to the face valueof units is adjusted against the unit premium reserve of

the Scheme / Options, after an appropriate portion ofthe issue proceeds and redemption payout is credited ordebited respectively to the income equalisation reserve.The unit premium reserve is available for dividenddistribution except to the extent it is represented byunrealised net appreciation in value of investments.

9. When Units are sold an appropriate part of the saleproceeds shall be credited to an Equalisation Accountand when Units are repurchased an appropriate amountdebited to the Equalisation Account. The net balance onthis account shall be credited or debited to the RevenueAccount. The balance on the Equalisation Account debitedor credited to the Revenue Account shall not decreaseor increase the net income of the Fund but is only anadjustment to the distributable surplus. It shall, therefore,be reflected in the Revenue Account only after the netincome of the Fund is determined. Accordingly, Incomeequalisation reserve is maintained by crediting (or debiting)the income equalisation reserve account in respect ofpurchase of units (or redemption of units) by anappropriate amount, which represents the distributableincome at the time of purchase (or redemption). Thebalance in the income equalisation reserve account istransferred to the revenue account at the end of the year.

10. The cost of investments acquired or purchased shallinclude brokerage, stamp duty and any charge customarilyincluded in the broker's bought note.

11. For the Scheme, initial issue expenses comprise brokerage /agents’ commission, advertising and marketing costs,registrar expenses, etc. and printing and dispatch costs.In case the initial issue expenses are borne by the Scheme,the extent of expenses not met out of the entry loadcollected during the IPO may be amortised over a periodnot exceeding three years.

12. Load Charges: For the Scheme:

a) Load collected during the IPO shall be utilised tomeet the Broker/Agents Commission incurred duringthe Initial Offer Period.

b) Load collected during the Continuous offer of theScheme shall be retained under a separate accountin the Scheme and shall be used to meet the sellingand distribution expenses of the Scheme.

13. Following the issue of the Guidance Note on 'Accountingfor Investments in the Financial Statements of MutualFunds' by the Institute of Chartered Accountants of India(pursuant to the Eleventh Schedule of the SEBIRegulations) net unrealised appreciation/ depreciation invalue of investments is determined separately for eachcategory of investments. Further, the change in netunrealised appreciation / depreciation, if any, betweenthe two Balance Sheet dates/ date of determination isrecognised in the revenue account. Unrealisedappreciation is reduced from the distributable income atthe time of income distribution. At the end of the financialyear the balance in revenue account including net changein unrealised appreciation / depreciation in value ofinvestments is transferred to the revenue reserve.

The identification and provisioning of Non Performing Assets(Debt Securities) shall be in accordance with circular no. MFD/

26

CIR/8/92/2000 dated September 18, 2000 and modificationsthereto vide circular no. MFD/CIR/14/088/2001 dated March28, 2001, issued by SEBI. The circular dated September 18,2000 also contains provisions for the treatment of incomeaccrued on Non Performing Assets (NPA), treatment of assetson reclassification as performing assets, receipt of past dues,disclosures of NPAs on a half yearly basis along with the halfyearly portfolio of the relevant Scheme, etc.

The accounting policies and standards as outlined aboveare in accordance with the present Mutual FundRegulations and are subject to change in accordancewith changes in the Mutual Fund Regulations.

All other policies and standards as specified in the MutualFund Regulations, as well as any additions/modificationsthereto as may be specified by SEBI from time to timeshall be adhered to while preparing the books ofaccounts and financial statements of the Fund.

The Trustee may, at its discretion, require the Fund tofollow more conservative accounting norms than asrequired by the Regulations in respect of non-performingassets or assets in default.

12. Recording of Investment DecisionsWith regard to investments in underlying schemes, individualscheme-wise reasons will be maintained in respect of dailytransactions. Such reasons will be recorded at the time ofplacing orders. As per Mutual Fund Regulations, a detailedresearch report must be prepared for each investment decision

taken for the first time. However since investments inunderlying equity schemes other than KMMF schemes will bebased on the recommended list provided periodically by theDesignated Agency, the recommended list shall be construedas the research report. The recommended list will beaccompanied by a report stating the methodology for choosingunderlying schemes. The broad parameters which shall beconsidered by the Designated Agency while generating therecommended list shall be approved by the Boards of AMCand Trustees.

The decision of making investments in Inter bank call and/orreverse repo and/or short-term fixed deposits and/or Schemes,which invest predominantly in the money market, or floatingrate securities will be exercised by the Fund Manager in orderto meet the liquidity requirements. The role of Mr. AjayBagga, CEO of the AMC is to ensure that due diligence isexercised while making investment decisions, that processesand procedures are followed, and review is undertaken vis-à-vis norms, policies, mechanisms, etc. laid down by theBoard of the AMC. Performance of the Scheme will periodicallybe tabled before the Boards of the AMC and the Trusteerespectively. Performance of the Scheme vis-à-vis benchmarkindices would be monitored by the Boards of the Trustee andthe AMC periodically. Further, the Boards of the Trustee andthe AMC will also review the performance of the Scheme inthe light of performance of similar fund of funds schemeswhen launched, as published from time to time by independentresearch agencies and financial newspapers and journals.

27

A. UNITS ON OFFER1. Minimum Subscription AmountThe Fund seeks to collect a minimum subscription amount ofRs. 50,00,000/- (Rs. Fifty Lakhs only) in the Initial Offer of theScheme. In the event this amount is not raised during theInitial Offer Period, the amount collected will be refunded tothe applicants as mentioned elsewhere in this Offer Document.

There is no upper limit on the total amount that may becollected in the Scheme. After the minimum subscriptionamount has been collected, all valid applications are assuredof full allotment in the Scheme.

2. Initial Offer PeriodThe Initial Offer Period for the Scheme will be from thecommencement of banking hours on July 01, 2004 to theclose of banking hours on July 19, 2004.

3. Initial Offer PriceThe initial offer price of Units under each Option of theScheme will be Rs. 10.225/- per Unit for Cash (Face Value -Rs.10/- and Entry Load - Rs. 0.225)

4. Extension of Initial Offer PeriodThe Trustee reserves the right to extend the closing date,subject to the condition that the Initial Offer shall not be keptopen for more than 30 days. Any such extension shall beannounced by way of a notice in one national newspaper.

5. Continuous OfferCommencing not later than 30 days after the closing of theInitial Offer, the Scheme will become open-ended. Thereafter,existing Unitholders and new applicants may purchaseadditional Units at the purchase price or redeem their Unitsat the redemption price, mentioned elsewhere in this OfferDocument.

6. ListingSince the Scheme is open-ended, it is not necessary to list theUnits of the Scheme on any exchange. Liquidity is ensured toinvestors by the purchase and sale of Units from/to the Fundat prices related to the relevant Applicable NAV for the purposeof purchasing or redeeming Units from the Fund. The Trustee,however, has the right to list the Units under the Scheme onany stock exchange(s) for better distribution and additionalconvenience to existing/prospective Unitholders. Even if theUnits are listed, the Fund shall continue to offer purchase andredemption facility as specified in this Offer Document. Anylisting will come only as an additional facility to investors whowish to use the services of a stock exchange for the purposeof transacting business in the Units of the Scheme.

7. Expenses of Initial IssueAs per the Regulations, the Initial Issue expenses comprisingBroker/Agent's commission, advertising, publicity, marketing,registrar expenses, etc., charged to the Scheme, shall notexceed 6% of the amount collected under the Scheme.

However, in respect of the Scheme, Initial Issue Expenses ofupto 4.25% (i.e. upto 2.25% for Broker/Agent's commissionand upto 2% for expenses other than Broker/Agent'scommission) may be incurred by the Fund as under:

a. Expenses relating to Broker/Agent's commission incurredduring the Initial Offer Period shall be met out of theEntry Load collected during the Initial Offer Period.

b. Initial Issue Expenses other than Broker/Agent'scommission, subject to a maximum of 2% of the amountcollected (net of Entry load) by the Scheme, will beamortised over a period not exceeding three years in themanner provided in the Regulations.

Actual expenses incurred in respect of (a) and (b) above, inexcess of 2.25% and 2% respectively of the amounts collectedshall be borne by the AMC.

Thus, the amount available to the Scheme for investments foreach Rs. 100/- contributed by the investor will be Rs. 95.8435[(Rs. 100 less Load amount utilised for payment of Broker/Agent commission (Rs. 2.2005) less Initial Issue Expenses(Rs.1.9560)]

8. Minimum Purchase and Redemption

The minimum purchase and redemption amounts for each ofthe Option under the Scheme are as follows:

PurchaseFor Opening Unit AccountDuring Initial Offer Rs. 5000During Continuous Offer Rs. 5000For Existing UnitholdersAdditions to existing Unit Accounts Rs. 1000

RedemptionRedemption from existing Rs. 1000 orUnit Accounts 100 Units

9. Applicable NAV

Purchases / Switch-In / Redemption / Switch-out

For Valid Applications accepted

l upto 3 p.m. on a Working Day, the NAV of such WorkingDay

l after 3 p.m. on a Working Day, the NAV of the followingWorking Day

Further, where the AMC or the Registrar has provided afacility to the investors to redeem/switch-in/switch-out of theScheme through the medium of Internet by logging ontospecific web-sites or telephone and where investors havesigned up for using these facilities, the Applicable NAVs willbe as provided above. These Applicable NAVs will also applyto Recurring Investment Facility, Recurring Withdrawal Facilityand Recurring Transfer Facility.

V . U N I T S

28

10. Facilities Offered to Investors under the Schemea) Nomination FacilityIf an application for purchase of Units is made in the nameof a single holder, the eligible Unitholder may nominate asuccessor to receive the Units upon his/her death, subject tothe prescribed formalities.

Where the Units are held by more than one person jointly, thejointholders may together nominate a person in whom all therights in the Units shall vest in the event of the death of allthe joint Unitholders.

This facility is subject to the law applicable to such succession.

b) TransmissionIn case of death of the Unitholder (individual), Units shall betransmitted in favour of the second-named joint holder ornominee or legal heir/successor, as the case may be, onproduction of a death certificate or any other document tothe satisfaction of the AMC/Registrar.

This facility is subject to the law applicable to such succession.

c) Fractional UnitsPurchases, redemptions and account balances of Units arecalculated upto three decimal places. Fractional Units in noway affect the investor's ability to redeem the Units, eitherin part or in full, standing to the credit of the Unitholder.

d) Recurring Investment Facility (RIF)This facility enables investors to save and invest periodicallyover a longer period of time. It is a convenient way to "investas you earn" and affords the investor an opportunity to enterthe market regularly, thus averaging the acquisition cost of

Units. Any Unitholder can avail of this facility subject tocertain terms and conditions contained in the ApplicationForm. The Fundamental Attributes and other terms andconditions regarding purchase/redemption, price and relatedmatters are the same as contained in this Offer Document.

For investors availing of RIF, purchase of Units for the first timecan be made by monthly cheques (dated either the 5th or25th of a month) in such a way that each cheque shall be ofvalue at least Rs.500, and the aggregate of such cheques shallnot be less than Rs. 5000. This facility is available only duringthe Continuous Offer of the Scheme.

e) Recurring Withdrawal Facility (RWF)This facility enables the Unitholders to withdraw sums fromtheir Unit accounts in the Scheme at periodic intervals througha one-time request. The withdrawals can be made eithermonthly or quarterly. The provision of minimum redemptionamount will not be applicable for redemptions made underthis facility.

This facility is available in two options to the Unitholders:

Fixed Option: Under this option, the Unitholder can seekredemption of a fixed amount of not less than Rs. 500 fromhis Unit account. In this option the withdrawals will commencefrom the Start Date mentioned by the Unitholder in theApplication Form for the facility. The Units will be redeemedat the Applicable NAV of the respective dates on which suchwithdrawals are sought. The Fixed Option is explained by wayof an illustration below:

Amount invested 1,00,000

RWF Start Date 05-Nov-03

FIXED OPTION

Date Amount Amount Assumed Units Unit ValueInvested Withdrawn NAV per Balance after

under RWF unit RWF(Rs.) (Rs.) (Rs.) (Rs.)

A B C D E FB / C Previous E - D E x C

01-Oct-03 1,00,000 – 10.0000 10,000.000 10,000.000 1,00,000

05-Nov-03 – 1,000 10.1201 98.813 9,901.187 1,00,201

05-Dec-03 – 1,000 10.2111 97.933 9,803.254 1,00,102

05-Jan-04 – 1,000 10.3502 96.616 9,706.638 1,00,466

05-Feb-04 – 1,000 10.4321 95.858 9,610.780 1,00,261

05-Mar-04 – 1,000 10.5301 94.966 9,515.814 1,00,203

05-Apr-04 – 1,000 10.6203 94.159 9,421.654 1,00,061

05-May-04 – 1,000 10.7291 93.204 9,328.450 1,00,086

05-Jun-04 – 1,000 10.8202 92.420 9,236.030 99,936

05-Jul-04 – 1,000 10.9371 91.432 9,144.598 1,00,015

05-Aug-04 – 1,000 11.0918 90.157 9,054.442 1,00,430

05-Sep-04 – 1,000 11.1329 89.824 8,964.618 99,802

05-Oct-04 – 1,000 11.2571 88.833 8,875.785 99,916

05-Nov-04 – 1,000 11.3987 87.729 8,788.056 1,00,172

29

Appreciation Option: Under this option, the Unitholder can seek redemption of an amount equal to a periodic appreciationon the investment.

The Unitholder redeems only such number of Units, which when multiplied by the Applicable NAV is, in amount terms equalto the appreciation in his investment over the last month/quarter.

In this option the withdrawals will commence after one month/quarter from the Start Date mentioned by the Unitholder inthe Application Form for the facility. The Units will be redeemed at the Applicable NAV of the respective dates on which suchwithdrawals are sought. In case the investor purchases additional Units, the withdrawal amount would be equal to theappreciation generated on such Units. In the absence of any appreciation, the Redemption under this option will not be made.

The Appreciation Option is explained by way of an illustration below:

Amount invested 1,00,000

RWF Start Date 05-Nov-03

APPRECIATION OPTION

Date Amount Amount Assumed Units Unit Value Amount RWF Unit ValueInvested Withdrawn NAV Transacted Balance before Withdrawn Transaction Balance after

other than per Unit other before RWF under Units after RWF(Rs.) RWF (Rs.) (Rs.) than RWF RWF (Rs.) RWF (Rs.) RWF (Rs.)

A B C D E F G H I J

(A or B)/C I+D CxE (Previous C G / C E - H I x C - Current C)

x E

01-Oct-03 1,00,000 – 10.0000 10,000.000 10,000.000 1,00,000 – – – 1,00,00010-Oct-03 20,000 – 10.1023 1,979.747 11,979.747 1,21,023 – – – 1,21,02305-Nov-03 – – 10.1201 – 11,979.747 1,21,236 1,236 122.157 11,857.590 1,20,00020-Nov-03 – 10,000 10.1786 982.453 10,875.137 1,10,694 - - 10,875.137 1,10,69405-Dec-03 – – 10.2111 – 10,875.137 1,11,047 990 96.918 10,778.219 1,10,05805-Jan-04 – – 10.3502 – 10,778.219 1,11,557 1,499 144.850 10,633.367 1,10,05805-Feb-04 – – 10.4321 – 10,633.367 1,10,928 871 83.480 10,549.887 1,10,05805-Mar-04 – – 10.5301 – 10,549.887 1,11,091 1,034 98.184 10,451.703 1,10,05805-Apr-04 – – 10.6203 – 10,451.703 1,11,000 943 88.768 10,362.935 1,10,05805-May-04 – – 10.7291 – 10,362.935 1,11,185 1,127 105.087 10,257.848 1,10,05805-Jun-04 – – 10.8202 – 10,257.848 1,10,992 934 86.365 10,171.482 1,10,05805-Jul-04 – – 10.9371 – 10,171.482 1,11,247 1,189 108.717 10,062.766 1,10,05805-Aug-04 – – 11.0918 – 10,062.766 1,11,614 1,557 140.348 9,922.418 1,10,05805-Sep-04 – – 11.1329 – 9,922.418 1,10,465 408 36.631 9,885.787 1,10,05805-Oct-04 – – 11.2571 – 9,885.787 1,11,285 1,228 109.070 9,776.716 1,10,05805-Nov-04 – – 11.3987 – 9,776.716 1,11,442 1,384 121.451 9,655.265 1,10,058

Figures in amount are rounded off.

f) Recurring Transfer Facility (RTF)This facility enables the Unitholders to switch an amount fromtheir existing investments in the Scheme to another Scheme/Plan of the Fund at periodic intervals through a one-timerequest. The switch can be made either monthly or quarterly.Under this facility the switch by the Unitholders should bewithin the same account/ folio number. The provision ofminimum purchase amount will not be applicable in theScheme/Plan to which the switch is made. This facility offerstwo options to the Unitholders:

Fixed Option: Under this option, the Unitholder can switchfixed amount of not less than Rs. 500 from his Unit account.In this option the switch will commence from the Start Datementioned by the Unitholder in the Application Form for the

facility. The Units in the Scheme from which the Switch-outis sought will be redeemed at the Applicable NAV of theScheme on the respective dates on which such switches aresought and the new Units in the Scheme to which theSwitch - in is sought will be created at the Applicable NAVof such Schemes on the respective dates.

Please refer to the table under RWF for the illustration of FixedOption. For this facility, the amount shown as amountwithdrawn under RWF in the Fixed Option table referredabove will be the amount switched.

Appreciation Option: Under this option, the Unitholder canseek switch of an amount equal to the periodic appreciationon the investment.

30

Under this option the Unitholder switches only proportionatenumber of Units, which when multiplied by the ApplicableNAV is, in amount terms equal to the appreciation in theinvestment over the last month/quarter.

The investor has to mention a "Start Date". The first switchwill happen after one month/quarter from the start date. Incase the investor purchases additional Units, the amount tobe switched would be equal to the appreciation generatedon such Units. In absence of any appreciation as mentionedabove, the switch under this option will not be made. TheUnits in the Scheme from which the Switch - out is soughtwill be redeemed at the Applicable NAV of the Scheme onthe respective dates on which such switches are sought andthe new Units in the Scheme to which the Switch - in is soughtwill be allotted at the Applicable NAV of such Schemes on therespective dates.

Please refer to the table under RWF for the illustration ofAppreciation Option. For this facility, the amount shown asamount withdrawn under RWF in the Appreciation Optiontable referred above will be the amount switched.

Note: Investors who avail of either the RIF, RWF or RTF facilitycan at any time opt out of the facilities or can purchase orredeem outside these facilities at their convenience.

g) Reinvestment of DividendUnitholders in the Dividend Option of the Scheme will havethe facility of reinvestment of dividend declared, under thesame Scheme. The Units, for the purpose of reinvestment,will be created and credited to the Unitholder's account atthe first ex-dividend NAV of the Scheme.

h) SwitchingDuring the Initial Offer Period of the Scheme, investors havethe option to switch-in, all or part of their investment in anyother Scheme / Plan / Option of the Fund to the Scheme/Option.

During the Continuous Offer, Unitholders of the Scheme havethe option of switching all or part of their investment in aScheme / Plan/ Option to any open-ended Scheme / Plan /Option of the Fund, which is available for investment at thattime.

A switch has the effect of redemption from a Scheme/Plan/Option and a purchase in the other Scheme/Plan/Option towhich the switching has been done and all the terms andconditions pertaining to redemption and purchase of theUnits of the respective Scheme shall apply to a switch, unlessotherwise specified. The switch should be made by redeemingexisting Units and reinvesting the redemption proceeds inanother Scheme/Plan/Option at the applicable Purchase priceof the Scheme(s)/Plan(s)/Option(s) to which the switch ismade.

i) How to Switch?The request for a switch can be either in terms of amount orin terms of the number of Units. Instructions for switchingmay be provided by completing a Switch Request form, whichwould be available at any of the Investor Service Centres orat the office of the Registrar at Chennai. The duly completedform must be submitted at any of the Investor Services Centresor at the office of the Registrar at Chennai, on any WorkingDay.

The switch is effected by redeeming Units from a Scheme/Plan/Option and investing the net proceeds in the otherScheme/Plan/Option. The switch-in during the Initial OfferPeriod shall be effected at the Initial Offer Price. The switchduring the Continuous Offer Period shall be effected at thePurchase/Redemption price applicable at the Cut Off time(refer sub – paragraph ‘Applicable NAV’ under paragraph‘Units on Offer’ in Chapter V ‘Units’) by which the Switchrequest is received.

The switch is effected by redeeming Units from the Scheme/Option in which the Units are held and investing the netproceeds in the other Scheme/Plan/Option. The switch shallbe effected at the Purchase/redemption price applicable atthe Cut-Off time (stated elsewhere in this Offer Document)by which the Switch request is received.

B. PURCHASE OF UNITS1. Who can invest?The following are eligible to apply for purchase of the Units:

l Resident Indian Adult Individuals, either singly or jointly(not exceeding three).

l Parents/Lawful guardians on behalf of Minors.

l Companies, corporate bodies, registered in India.

l Registered Societies and Co-operative Societies authorisedto invest in such Units.

l Religious and Charitable Trusts under the provisions ofSection 11(5) of the Income Tax Act, 1961 read with Rule17C of the Income Tax Rules, 1962.

l Trustees of private trusts authorised to invest in mutualfund schemes under their trust deeds.

l Partner(s) of Partnership Firms.

l Association of Persons or Body of Individuals, whetherincorporated or not.

l Hindu Undivided Families (HUFs), in the sole name of theKarta

l Banks (including Co-operative Banks and Regional RuralBanks) and Financial Institutions and InvestmentInstitutions.

l Non-Resident Indians/Persons of Indian Origin residentabroad (NRIs) on full repatriation or non-repatriationbasis.

l Foreign Institutional Investors (FIIs) registered with SEBI.

l International Multilateral Agencies approved by theGovernment of India.

l Army/Navy/Air Force/Para-Military Units and other eligibleinstitutions.

l Scientific and Industrial Research Organizations.

l Provident/Pension/Gratuity and such other Funds as andwhen permitted to invest.

l Universities and Educational Institutions.

The list given above is indicative and the applicable law, if any,shall supercede the list.

31

2. Purchase Price

Initial Offer Continuous Offer

Purchase Price = The Purchase Price will be calculatedRs. 10 x (1+Entry on the basis of the Applicable NAVLoad*) and Entry Loads, if any, for different

Options as follows:

Purchase Price = Applicable NAV$ x (1 + Entry Load*)

eg: If the Applicable NAV is Rs. 10/-;Entry Load is 2%, then

Purchase price = 10x (1+2%)= Rs. 10.20/-

* For Entry Load, please refer paragraph ‘Load Structure ofthe Scheme, mentioned elsewhere in this Offer Document.

$ For Applicable NAV, please refer paragraph ‘ApplicableNAV’ mentioned elsewhere in this Offer Document.

The Purchase Price for every Working Day will be publishedat least in two daily newspapers.

3. Mode of Payment

a) Resident Investors

Resident investors may make payment for the Units by anyof the following means:

l By local MICR Cheques payable in the city in which theApplication Form is submitted.

l By a Demand Draft ('DD') payable in the city in which theApplication Form is submitted and drawn on a bankwhich is a member of the Bankers Clearing House of thatcity.

Bank Charges for issue of DDs / Fund Transfer shall beborne by the Fund only in respect of investors who investfrom locations where there are no ISCs / TransactionPoints. The ceiling on Bank Charges would be restrictedto SBI DD Charges. Where Demand Drafts, as statedabove are issued, the investor must, in the ApplicationForm clearly indicate the Investment Amount, DD Chargesand Net Amount. In the absence of this indication, unitswill be allotted for the amount appearing on the face ofthe instrument. The AMC / Fund would not accept anyrequests for refund of DD Charges.

l In any other manner that may be, from time to time,accepted by the AMC for the smooth and efficientfunctioning of the Scheme.

PLEASE NOTE THAT THE FOLLOWING ARE NOTACCEPTEDl Stockinvests

l Outstation Cheques

l Post Dated Cheques (except under the RIF facility)

All cheques and drafts should be crossed "Account PayeeOnly" and drawn in favour of "KOTAK EQUITY FOF".

b) NRIs

Repatriation Basis

RBI has granted a general permission to Mutual Funds, whichare referred to in clause (23D) of Section 10 of the IncomeTax Act, 1961, to issue and repurchase Units of the Schemethat are approved by SEBI, to NRIs. Further general permissionhas also been granted to send such Units to NRIs at theirplaces of residence or location as the case may be. NRIapplications on a repatriation basis will be accepted, if theamount representing the investment is received by inwardremittance through normal banking channels or by debit toNRE/FCNR account of the non-resident investor maintainedwith an authorised dealer in India.

Non-Repatriation Basis

In the case of NRIs/Persons of Indian Origin seeking to applyfor Units on a non-repatriation basis, the applications will beaccepted, if the amount representing the investment is receivedby inward remittance through normal banking channels or bydebit to the NRE/FCNR/NRO account of the non-residentinvestor maintained with an authorised dealer in India.

Payment whether on a repatriation or a non-repatriationbasis, shall be made by Cheques/Demand Drafts crossed"Account Payee Only", in a similar fashion as in the caseof resident investors.

c) FIIs

RBI has granted a general permission to Mutual Funds, whichare referred to in clause (23D) of Section 10 of the IncomeTax Act, 1961, to issue and repurchase Units of the Schemethat are approved by SEBI to and from FIIs. Further a generalpermission has also been granted to send such Units /instruments out of India to their global custodians. Applicationsof FIIs on a repatriation basis will be accepted if the amountrepresenting the investment is received by inward remittancethrough normal banking channels or out of funds held inForeign Currency Account or Non-resident Rupee Accountmaintained by the FIIs with a designated branch of anauthorised dealer with the approval of RBI.

d) Applicants under Power of Attorney, Companies/Corporate Bodies / Registered Societies/ Trusts/Partnerships

In the case of an application under a Power of Attorney orby a limited company, body corporate, registered society,trust or partnership, the relevant Power of Attorney or therelevant resolution or authority to make the application or theTrust Deed or the Partnership Deed as the case may be, orduly certified copy thereof, along with a certified copy of theMemorandum and Articles of Association and/or bye-lawsmust be lodged at the office of the Registrar at Chennai,within 7 (Seven) days from the date of the application underthe Initial or Continuous Offer, failing which the applicationis liable to be rejected or a request for redemption may notbe processed.

Note: The Trustee, at its discretion, may alter or addother modes of payment.

32

4. Where to submit Application Forms?Investors may submit completed Application Forms as under:

During the Initial Offer Period

1. ISCs (Including the Office of the AMC at 5A, 5th Floor,Bakhtawar, 229, Nariman Point, Mumbai - 400 021)and Transaction Points.

2. The office of the Registrar in Chennai at A&B LakshmiBhawan, 609 Anna Salai, Chennai - 600 006.

3. Designated Collection Banks.

During the Continuous Offer Period

1. ISCs (Including the Office of the AMC at 5A, 5th Floor,Bakhtawar, 229, Nariman Point, Mumbai - 400 021)and Transaction Points.

2. The office of the Registrar in Chennai at A&B LakshmiBhawan, 609 Anna Salai, Chennai - 600 006.

The addresses of the ISCs, Transaction Points, Registrarand Collection Banks respectively are given elsewherein this Offer Document.

Application Forms, if sent by post, must be accompanied byCheques or Demand Drafts payable at the place where theapplication is being sent, and sent to any of the placesmentioned above.

As per the directives issued by SEBI it is mandatory foran investor to declare his/her bank account number. Tosafeguard the interest of Unitholders from loss or theft oftheir refund orders/redemption cheques, investors arerequested to provide their bank details in the ApplicationForm. Wherever an application is for a total value of Rs.50,000 or more, the applicant or in the case of applicationin joint names, each of the applicants, should mention his/her permanent account number (PAN) allotted under theIncome Tax Act, 1961 or where the same has not beenallotted, the GIR number and the income-tax Circle/Ward/District should be mentioned. In case where neither the PANnor the GIR number has been allotted, the fact of non-allotment should be mentioned in the Application Form. AnyApplication Form without these details should not be acceptedby the mutual fund.

Any application may be accepted or rejected at the sole andabsolute discretion of the Trustee.

5. Choice of OptionIf the applicant does not indicate his choice of Option in theApplication Form, the Fund accepts the application as beingfor the Growth Option of the Scheme. The investor, however,is free to switch from the Scheme/Option to any other Scheme/Plan/Option of his choice as mentioned elsewhere in thisOffer Document.

6. Joint ApplicantsIf an Account has more than one holder, only the first-namedholder (as determined by the records of the Registrar) willreceive all notices and correspondence with respect to theAccount. Such Unitholder will receive the proceeds of anyredemption requests or dividends or other distributions. Inaddition, such holder will have the voting rights, as permitted,associated with such Units.

In the case of holdings specified as 'jointly', all requests haveto be signed by all the joint holders. However, in the case ofholdings specified as 'anyone or survivor', anyone of the jointholders may sign such requests.

7. AllotmentSubject to the receipt of the specified Minimum SubscriptionAmount for the Scheme, full allotment will be made to allvalid applications received during the Initial Offer Period. TheTrustee reserves the right, at their discretion without assigningany reason therefor, to reject any application. Allotment willbe completed within 30 (Thirty) days after the closure of theInitial Offer.

8. Account Statement / Unit CertificateAn Account Statement, stating the number of Units allotted,will be sent to each Unitholder within 30 (Thirty) days fromthe date of the closure of the Initial Offer Period. The AccountStatement will be non-transferable.

Non-transferable Unit Certificates will be sent, if an applicantso desires, within 30 (Thirty) days after the receipt of a requestfor the certificate.

Any discrepancy in the Account Statement / Unit Certificateshould be brought to the notice of the Fund/AMC immediately.Contents of the Account Statement / Unit Certificate will bedeemed to be correct if no error is reported within 30 daysfrom the date of Account Statement / Unit Certificate.

Units held, either in the form of Account Statements or UnitCertificates, are non-transferable. The Trustee reserves theright to make the Units transferable at a later date subject tothe Regulations issued from time to time.

All Units rank pari passu amongst Units within the sameScheme/Option as to assets, earnings and the receipt ofdividend distribution, if any.

9. RefundRefund of subscription money to applicants in the case ofminimum subscription amount not being raised or applicationsrejected for any other reason whatsoever, will be made within30 (Thirty) days from the end of the Initial Offer Period. Nointerest will be payable on any subscription money so refundedwithin the said 30 (Thirty) days. If the Mutual Fund refundsthe amount after the said 30 (Thirty) days, interest at the rateof 15% p.a. will be paid to the applicant and borne by theAMC for the period from the day following the date of expiryof the said 30 (Thirty) days until the actual date of the refund.Refund orders will be marked "Account Payee only" anddrawn in the name of the applicant in the case of a soleapplicant and in the name of the first applicant in all othercases. In both cases, the bank name and bank account number,as specified in the application, will be mentioned in therefund order. The bank and/or collection charges, if any, willbe borne by the applicant.

All refund cheques will be mailed by Registered Post or as perthe Regulations.

C. REDEMPTION OF UNITSThe Units can be redeemed at the Redemption Price(mentioned elsewhere in this Offer Document).

Units purchased by cheque may not be redeemed until afterrealisation of the cheque.

33

A Unitholder has the option to request for redemption eitherin amount in rupees or in number of Units. If the redemptionrequest indicates both amount in rupees and number ofUnits, the latter will be considered as being requested. Wherea rupee amount is specified or deemed to be specified forredemption, the number of Units redeemed will be computedas the amount redeemed divided by the Redemption Price.Alternatively, a Unitholder can request closure of his account,in which case, the entire Unit balance lying to the credit ofhis account will be redeemed.

The Fund reserves the right to redeem the entire amount lyingto the credit of the Unitholder's account in that Scheme/Option if the Redemption request amount exceeds the balancelying to the credit of the Unitholder's said account.

The number of Units redeemed is substracted from theUnitholder's account and a statement to this effect is issuedto the Unitholder.

If an investor has purchased Units on more than one WorkingDay, the Units purchased prior in time (i.e. those Units whichhave been held for the longest period of time), will be deemedto have been redeemed first, i.e. on a First In First Out Basisexcept when the Unitholder specifically requests redemptionof Units purchased on specific date(s).

1. Redemption PriceThe Redemption Price is calculated as follows.

Redemption Price = Applicable NAV$ x (1 - Exit Load)*Eg: If Applicable NAV = Rs. 10/-; Exit Load = 2%, then

Redemption Price = 10 x (1-2%)= Rs. 9.80/-

$ For Applicable NAV, please refer paragraph 'ApplicableNAV' mentioned elsewhere in this Offer Document.

* For Exit Load, please refer paragraph 'Load Structure ofthe Scheme' mentioned elsewhere in this Offer Document.

The Redemption Price for every Working Day will be publishedatleast in two daily newspapers.

As required under the Regulations, the Fund will ensure thatthe Redemption Price is not lower than 93% of the NAV andthe Purchase Price is not higher than 107% of the NAV,provided that the difference between the Redemption Priceand Purchase Price of the Units shall not exceed the permissiblelimit of 7% of the Purchase Price, as provided for under theRegulations.

2. How to Redeem?Pre-printed redemption request form will be sent to theUnitholders along with the Account Statement. These formswill also be available at any of the Investor Service Centres andat the office of the Registrar at Chennai.

The fully completed form, can be submitted at any of theInvestor Service Centres or Transaction Points listed in theOffer Document or can be sent to the office of the Registrarat Chennai, in person or by post.

Where the Unitholder has opted to transact through theInternet, he may redeem his units through the website of theRegistrar, i.e. www.camsonline.com and/or through any otherwebsite, through which redemption may be facilitated infuture.

The Unitholder may either request mailing of the redemptionproceeds to his/her address or to be retained at the ISC forcollection by him/her. If the Unitholder opts for the "D-Kredit" facility, he can receive the amount by a direct creditto his bank account.

3. Payment of ProceedsRedemption proceeds will be paid by cheques, marked"Account Payee only" and drawn in the name of the soleholder/first-named holder (as determined by the records ofthe Registrar). The Bank Name and No, as specified in theRegistrar's records, will be mentioned in the cheque, whichwill be payable at par at all the cities designated by the Fundfrom time to time. If the Unitholder resides in any other city,he will be paid by a Demand Draft payable at the city of hisresidence.

Redemption cheques will generally be sent to the Unitholder'saddress, (or, if there is more than one joint holder, the addressof the first-named holder) as per the Registrar's records, bycourier within 3 (Three) Working Days from the day when thevalid request is accepted at the ISC, but in any case, not laterthan 10 (Ten) Working Days from the date of redemption.(Please refer to paragraph 'Applicable NAV' as mentionedelsewhere in this Offer Document for Cut-Off times forreceiving the redemption request).

Redemption proceeds may also be paid to the Unitholder inany other manner that the Unitholder may request or theTrustee may, from time to time, decide, for the smooth andefficient functioning of the Scheme.

4. Redemption by NRIs/FIIsCredit balances in the account of NRIs may be redeemed bysuch investor in accordance with the procedure describedabove in paragraph 2. Such redemption proceeds (afterpayment of taxes) may be,

(a) credited at the NRI investor's option, to his NRO account,where the payment for the purchase of the Units soldwas made out of funds held in NRO account, or

(b) remitted abroad or at the NRI investor's option, creditedto his NRE/FCNR/NRO account, where the Units werepurchased on repatriation basis and the payment forpurchase of the Units sold was made by inward remittancethrough normal banking channels or out of the fundsheld in NRE/FCNR account.

In case of an FII, the designated branch of an authoriseddealer may allow remittance of net redemption proceeds(after payment of taxes) or the same may be credited to itsNon Resident Rupee Account or the Foreign Currency Account.

5. Effect of Redemptionsa) On the FundAfter every redemption, the Unit capital and Reserves of theScheme stand reduced by an amount equivalent to the productof the number of Units redeemed and the Applicable NAV ason the date of redemption. Units once redeemed areextinguished and cannot be re-issued.

b) On the Unitholder's accountThe balances in the Unitholder's account stand reduced bythe number of Units redeemed. The following table illustratesa typical redemption case.

34

Calculation of Redeemed If Exit Load ofUnits explained: 1% is chargeable

Unit Balance before Redemption 2305.235NAV on date of redemption Rs. 10.412Exit Load Chargeable Rs. 0.104

(10.412 x 1%)

If Redemption request is in Rs. Rs. 3500Redemption price Rs. 10.308

(10.412 - 0.104)No. of Units redeemed 339.542

(3500 ÷ 10.308)No. of Units left 1965.693

(2305.235-339.542)

If Redemption requestis in Units 350 UnitsRedemption amount will be Rs. 3607.80

(350 x 10.308)No. of Units left 1955.235

(2305.235-350)

Note: Situation, load and NAV figures are hypothetical andassumed for the sole purpose of the illustration.

6. Right to Limit RedemptionThe Board of Directors of the Trustee and the AMC may, inthe general interest of the Unitholders of the Scheme offeredunder this Offer Document and keeping in view the unforeseencircumstances/unusual market conditions, limit the totalnumber of Units which may be redeemed on any WorkingDay to 5% of the total number of Units then issued andoutstanding under the Scheme or to such other percentageas the said Boards may determine. In such a case, the approvalof both the Boards, giving details of circumstances andjustification for the proposed action shall be informed to SEBIin advance.

Any Units, which, by virtue of these limitations, are notredeemed on a particular day, are carried forward forredemption to the next day for which NAV is declared, in theorder in which the requests for redemption were received.Redemptions so carried forward are priced on the basis of theRedemption Price of the day on which redemption is made.Under such circumstances, to the extent multiple redemptionrequests are received at the same time on a single WorkingDay, redemptions will be made on pro-rata basis, based onthe size of each redemption request, the balance amountbeing carried forward for redemption to the next day(s) forwhich NAV is declared.

7. Suspension of Redemption of Units

The redemption of Units may be suspended temporarily orindefinitely when any of the following conditions exist:

1. There is a natural calamity, civil strife, complete breakdownof law and order, war, Act of God or force majeure; and/or

2. There is suspension of redemption of units in any of theunderlying scheme and / or

3. SEBI, by order, so directs.

In case of suspension of redemption, the approval of theBoards of Directors of the Trustee and the AMC, giving detailsof circumstances and justification for the proposed actionshall be informed to SEBI in advance.

8. Unclaimed Redemption and Dividend Amount

As per SEBI Circular no. MFD/CIR/9/120/2000, dated November24, 2000 issued by SEBI, the unclaimed redemption anddividend amounts shall be deployed by the Fund in call moneymarket or money market instruments only. The investmentmanagement fee charged by the AMC for managing suchunclaimed amounts shall not exceed 50 basis points. Thecircular also specifies that investors who claim these amountsduring a period of three years from the due date shall be paidat the prevailing Net Asset Value. Thus, after a period of threeyears, this amount can be transferred to a pool account andthe investors can claim the said amounts at the NAV prevailingat the end of the third year.

In terms of the circular, the onus is on the AMC to make acontinuous effort to remind investors through letters to taketheir unclaimed amounts.

The information on amount unclaimed and number of suchinvestors for the Scheme shall be disclosed in the annualreport sent to the Unitholders.

The AMC will invest the unclaimed redemption/dividendamounts under a Scheme in bank fixed deposits. In case ofa request from the investor claiming the unpaid redemption/dividend amounts due to him; the investor will be paid thesame along with the interest on such investment. Also theinvestors will be reminded through periodic communicationsto claim their unclaimed amounts. The AMC may charge feesfor managing these unclaimed redemption/dividend amountsas permitted under the Regulations.

35

A. LOAD STRUCTURE OF THE SCHEMEInitial Offer PeriodEntry Load : 2.25%

Exit Load : NIL

Continuous Offer PeriodEntry :a) For: (i) purchase through Recurring Investment Facility

(RIF); and (ii) units allotted on re-investment ofdividends: NIL;

b) For Purchase not covered under (a) above: 2.25% of theApplicable NAV

Exit :a) For purchase through RIF : 1% on redemptions of Units

allotted/purchased within 1 year prior to the date ofredemption;

b) For purchase not covered in (a) above : NIL

There will be no load, either Entry or Exit, or CDSC levied forswitching from Growth Option to Dividend Option or viceversa.

The Trustee reserves the right to change the load structure ofthe Scheme or introduce contingent deferred sales charge(CDSC) on a prospective basis. Should the Trustee, on anydate, decide to change the load structure or introduce/modifyCDSC, it will be on a prospective basis and investments madeby Unitholders prior to such date will continue to attract theloads/CDSC applicable prior to such change. Any Loadcollected during the Initial Offer Period will be utilised to meetthe Initial Issue Expenses. Any Load or CDSC of the Schemecollected during the Continuous Offer Period will bemaintained in a separate account to meet the selling anddistribution expenses of the Fund and any excess over suchexpenses will be credited to the Scheme, whenever feltappropriate by the AMC.

B. FEES AND EXPENSES OF THE SCHEME1. Expenses of Initial IssueAs per the Regulations, the Initial Issue Expenses comprisingBroker/Agent's commission, advertising, publicity, marketing,registrar expenses, etc., charged to the Scheme, shall notexceed 6% of the amount collected under the Scheme.

However, in respect of the Scheme, Initial Issue Expenses ofupto 4.25% (i.e. upto 2.25% for Broker/Agent's commissionand upto 2% for expenses other than Broker/Agent'scommission) may be incurred by the Fund as under:

a. Expenses relating to Broker/Agent's commission incurredduring the Initial Offer Period shall be met out of theEntry Load collected during the Initial Offer Period.

b. Initial Issue Expenses other than Broker/Agent'scommission, subject to a maximum of 2% of the amountcollected (net of Entry load) by the Scheme, will beamortised over a period not exceeding three years in themanner provided in the Regulations. For the Schemesuch expenses are estimated as under:

Expenses other than EstimatedBroker/Agent's commission %age of Amount

Collected

Marketing and Advertising 1.50

Printing and Mailing 0.20

Registrar Expenses 0.15

Bank charges and Other Expenses 0.15

Total 2.00

These estimates are made in good faith by the AMC and theactual expenses may be different from these estimates, interse.

Actual expenses incurred in respect of (a) and (b) above, inexcess of 2.25% and 2% respectively of the amounts collectedshall be borne by the AMC.

Illustration of Amount available to Scheme forInvestmentAssumptions made for the purpose of the illustration:

l The calculations are made for every Rs. 100 invested byan investor.

l The Entry Load amount collected is utilised for paymentof Broker/Agent's commission

Unitholder's Investment (Rs.) 100

Purchase Price at whichUnits are allotted (Rs.) 10.2250

No. of Units allotted 9.780

Amount utilised for payment ofBroker/Agent's comm. (Rs.) 2.2005

Balance Amount (Rs.) 97.7995

Initial Issue Expenses incurred 97.7995(Other than Broker/Agent's comm.) x 2%=1.9560

Amount available toScheme for investment 95.8435

The impact of initial issue expenses, which are to be amortisedover a period of time, on the NAV is explained below.

Illustration of Impact of Initial Issue Expenses onNAV:Continuing the illustration further, if the total amount collectedby the Scheme is Rs. 100 , further assumptions made for thepurpose of the illustration:l For illustrating the impact on NAV, no accruals,

appreciation or depreciation on Investments has beenassumed from the time of Initial Offer till the date ofcomputation of NAV.

l The impact of Entry/Exit Load during the ContinuousOffer has not been considered for calculation of Purchase/Redemption Price on first date of NAV computation.

V I . L O A D S A N D R E C U R R I N G E X P E N S E S

36

l Initial Issue Expenses are amortised over a period ofexactly three years.

l Amortisation of Initial Issue Expenses starts from the dateof computation of NAV, which could be earlier than thefirst day of declaration of NAV.

Total Amount available forInvestment to the Scheme (Rs.) 95.8435

Total No. of Units allotted 9.7800

Total Initial Issue Expensesamortised over 3 years(1095days) (Rs.) 1.9560

Maximum period for 3 years i.e.amortization 1095 days

Per day amortisation of 1.9560 ÷Initial Issue Expenses (Rs.) 1095=0.0018

Balance Initial Issue Expenseswhich will be included in 1.9560 -Net Assets (Rs.) 0.0018 = 1.9542

NAV on first date of (95.8435+1.9542)computation (Rs.) ÷ 9.780 = 9.9998

Purchase Price on first dateof NAV computation (Rs.) 9.9998

Redemption Price on first dateof NAV computation (Rs.) 9.9998

2. Expenses of Past Initial Issue

As per the Regulations, for each Scheme, the Initial IssueExpenses comprising Broker/Agent's commission, advertising,publicity, marketing, registrar expenses, etc. shall not exceed6% of the amount collected under the Scheme. For noScheme launched by the Fund did the initial issue expenseexceed the said limit. In the case of Kotak Gilt Investment,Kotak Gilt Savings, Kotak Gilt Serial, Kotak Bond, Kotak BondSerial, Kotak Bond Short Term, Kotak Liquid, Kotak Floater,all Plans under Kotak Mahindra Fixed Maturity Plans, KotakFMP (8), Kotak Dynamic Income and Kotak 30, the entireInitial Issue Expense was borne by the AMC. As such, for everyRs. 100 contributed by the investor, the entire Rs. 100 wasavailable for investment. In the case of Kotak Balance, KotakMNC and Kotak Tech, the Schemes were respectively chargedinitial issue expenses of 1.5% of the amount collected duringthe Initial Offer and the expenses so charged to the saidSchemes are being amortised over a period of 5 years, asrequired under Regulation 52(5) read with the Tenth Schedule.Amounts in excess of 1.5% of the amount collected wereborne by the AMC and not charged to the said Schemes.Thus, for every Rs. 100 contributed by the investor, Rs. 98.50was available to the Schemes for investment. In case of KotakIncome Plus, Initial Issue Expenses of upto 2% of the amountcollected during the Initial Offer Period was charged to theScheme. Amount in excess of 2% were borne by the AMC.As such, for every Rs.100 contributed by the investor, atleast

Rs.98 was available to Kotak Income Plus for investment. Incase of Global India Initial Issue Expenses of upto 2.83% wascharged to the Scheme and thus for every Rs.100 contributedby the investor, atleast Rs.97.17 was available to the Schemefor investment.

3. Initial Issue Expenses incurred by the Schemes

The Initial Issue Expenses for all the schemes are summarisedbelow:

Scheme Launched Initial Issue Borne by Borne by theIn Expenses AMC Scheme**

(Rs. Lakhs) (Rs. Lakhs) (Rs. Lakhs)

Kotak GiltInvestment, December Combined In full –Kotak Gilt 1998 116Savings,Kotak 30

Kotak Bond, October 58 In full –Kotak 1999 133 48 85Balance

Kotak Tech February 556 234 322Kotak MNC 2000 115 49 66

Kotak Liquid October 7.62 In full –2000

Kotak Bond April 2002 2.77 In full –Short Term

Kotak FMP (1) May 2002 2.90 In full –

Kotak FMP (2) June 2002 7.93 In full –

Kotak FMP (3) June 2002 – – –

Kotak FMP (4) July 2002 – – –

Kotak FMP (5) July 2002 – – –

Kotak FMP (6) March 2003 4.52 In full –

Kotak FMP (7) March 2003 2.62 In full –

Kotak Floater July 2003 1.11 In full –

Kotak October 259.82 1.50 258.31Income Plus 2003

Kotak December 2.77 In full –Dynamic 2003Income

Kotak December 1014.57 1.09 1013.48Global India 2003

Kotak FMP (8) March 2004 1.44 In full –

** The initial issue expenses borne by the schemes are beingamortised as per the Regulations.

The Initial Issue Expenses of the schemes did not vary adverselyfrom the estimated expenses of the respective schemes.

4. Recurring Expenses of the Scheme

As per SEBI Circular No. MFD/CIR No. 04/11488/2003 datedJune 12, 2003, in case of Fund of Funds Scheme, the totalexpenses of the scheme including management fees shall not

37

exceed 0.75% of the daily average net assets. These expensesare over and above the expenses charged by therespective underlying schemes.

The estimate of the ongoing fees and expenses of operatingthe Scheme on an annual basis, expressed as a percentageof the amount of the Scheme's daily average net assets isgiven in the table below. The purpose of the tables is to assistthe investor in understanding the various heads of costs andexpenses that an investor in the Scheme will bear directly orindirectly.

Recurring Expenses

Description (% per annum ofdaily average net assets)

Investment Managementand Advisory ServicesFees payable to AMC 0.450

Trustee Fees 0.050

Custodian Fees 0.010

Marketing and SellingExpense (incl. Agentscommission) 0.064

Registrar andTransfer Agent Fees 0.050

Transaction costs 0.010

Audit Fees 0.010

Costs related to investorcommunications 0.050

Cost of Funds transfer 0.005

Cost of providing a/cstatements, dividends etc. 0.005

Cost of statutoryadvertisements 0.005

Other expenses 0.005

Service Tax 0.036

Total Annual RecurringExpenses (Estimated) 0.750

These estimates are made in good faith by the InvestmentManager and are subject to change, both inter se and as anincrease or decrease in the estimated total annual recurringexpenses. Though the Investment Manager will make effortsto keep the recurring expenses to the minimum, actualexpenses under any head and / or the total expenses may bemore or less than the estimates. The Investment Managerretains the right to charge the actual expenses to the Fund,however the expenses charged will not exceed the statutorylimit prescribed by the Regulations.

The above estimates are based on an amount of Rs. 100crores for the Scheme and will change to the extent assetsare lower or higher.

The recurring expenses under the Scheme (includinginvestment and advisory fees) will be subject to the followingmaximum limit (as a percentage of Weekly Average NetAssets of the Scheme) as per Regulation 52. Expenses overand above the permitted limit under the applicable Regulationswill be borne by the AMC.

The total recurring expenses of the Scheme including themanagement fees shall not exceed 0.75% of the Daily AverageNet Assets.

As per Regulation 52, expenses over and above the permittedlimit under the applicable Regulations will be borne by theAMC.

Description (% per annum ofdaily average net assets)

38

A. UNITHOLDERS' RIGHTS1. Unitholders under the Scheme have a proportionate

right in the beneficial ownership of the assets of theScheme and to the dividend declared, if any, by the Fundunder the Scheme.

2. The Trustee shall be bound to make such disclosures tothe Unitholders as are essential in order to keep theminformed about any relevant information, especially whichmay have an adverse bearing on their investments.

3. If the Fund declares a dividend under the Scheme, it isrequired to dispatch dividend warrants within 30 daysfrom the date of declaration of the dividend.

4. The Fund is required to despatch redemption chequeswithin 10 Working Days from the date of redemption.

5. The appointment of an AMC for the Fund may, with theprior approval of SEBI, be terminated by 75% of theUnitholders or by a majority of the Board of Directors ofthe Trustee.

6. Unitholders have the right to inspect all the documentslisted under the heading "Documents Available forInspection".

7. 75% of the Unitholders of the Scheme can pass aresolution to wind up the Scheme.

8. The Trustee is obliged to convene a meeting of theUnitholders of the Scheme on the requisition of 75% ofthe Unitholders of the Scheme.

9. The Trustee is obliged to obtain the consent of theUnitholders -

a) whenever required to do so by SEBI in the interestof the Unitholders; or

b) whenever required to do so on a requisition madeby three-fourths of the Unitholders of any Scheme;or

c) when the majority of the Board of Directors of theTrustee decides to wind up or prematurely redeemthe Units.

10. The Trustee shall ensure that no change in thefundamental attributes of any scheme or the trust or thefees and expenses payable or any other change whichwould modify the scheme and affect the interest ofUnitholders, is carried out unless,

i. a written communication about the proposed changeis sent to each Unitholder and an advertisement isgiven in one English daily newspaper havingnationwide circulation as well as in a newspaperpublished in the language of the region where theHead Office of the Fund is situated; and

ii. the Unitholders are given an option to exit at theprevailing Net Asset Value without any Exit Load.

B. VOTING RIGHTS OF THE UNITHOLDERSSubject to the provisions of the Regulations as amended fromtime to time, the consent of the Unitholders shall be obtained,entirely at the option of the Trustee, either at a meeting ofthe Unitholders or through postal ballot. Only one Unitholderin respect of each folio or account representing a holdingshall vote and he shall have one vote in respect of eachresolution to be passed.

C. ACCOUNT STATEMENTAn Account Statement, stating the number of Units allotted/redeemed, will be sent to each Unitholder within 30 (Thirty)days from the date of the transaction. Account Statementsto be issued in lieu of Unit Certificates under the Scheme arenon-transferable. These Account Statements shall not beconstrued as proof of title and are only computer printedstatements, indicating the details of transactions under theScheme concerned during the relevant financial year andgiving the closing balance of Units for the information ofUnitholders. The Trustee may issue a Unit Certificate in lieuof Account Statement in respect of Units held, to thoseUnitholders who request for the same, after receipt of aspecific request from the Unitholder concerned, at the costand expense of the Unitholder or otherwise, as may bedecided from time to time. Any discrepancy in the AccountStatement / Unit Certificate should be brought to the noticeof the Fund/AMC immediately. Contents of the AccountStatement / Unit Certificate will be deemed to be correct ifno error is reported within 30 days from the date of AccountStatement / Unit Certificate. Further, the Trustee also reservesthe right to issue, on an ongoing basis, in lieu of AccountStatements, Transaction Confirmation Slips, therein indicatingthe price and the Units debited or credited to the Accountof the Investor/Unitholder, along with the closing balance ofhis Account. Under this system, a periodical statement ofholdings of the investor in the relevant Scheme of KMMF willbe given.

D. NAV INFORMATIONThe NAVs of the Scheme will be calculated and announcedby the Fund on each Working Day in at least two dailynewspapers. NAV information will also be posted, on a dailybasis, on the Fund's website - www.kotakmutual.com and onthe AMFI website - www.amfiindia.com by 8.00 p.m. In caseof any delay, which may normally be due to non-receipt ofNAVs in time from the underlying schemes, in posting theNAVs of the Scheme, the reasons for such delay would beexplained to AMFI and SEBI by the next Working Day. If theNAVs are not available before commencement of businesshours on the following day due to any reason, Mutual Fundshall issue a press release providing reasons and explainingwhen the Mutual Fund would be able to publish the NAVs.

Investors may obtain information on loads on any WorkingDay by calling the office of the AMC or any of the InvestorService Centres. Information on applicability of loads will alsobe provided in the Account Statements.

V I I . U N I T H O L D E R S ' R I G H T S A N D S E R V I C E S

39

E. DISCLOSURE OF INFORMATIONUNDER THE REGULATIONS

1. The Scheme wise Annual Report / an abridged summarythereof, will be prepared and mailed to all Unitholders;as soon as may be but not later than six months fromthe date of closure of the relevant financial year. Wheneverthe report is sent in summary form, the full AnnualReport will be made available for inspection at theRegistered Office of the Trustee and a copy, made availableon request to the Unitholders on payment of a nominalfee.

2. The unaudited financial results will be published throughan advertisement in one English daily newspapercirculating in the whole of India and in a newspaperpublished in the language of the region where theRegistered Office of the Trustee is situated, before theexpiry of one month from the close of each half year, thatis the 31st of March and the 30th of September. Thesame will also be posted on the website of the Fund andthat of AMFI.

3. A complete statement of the portfolio of the Scheme willeither be sent to all Unitholders, or published by way ofan advertisement, before the expiry of one month fromthe close of each half year, that is the 31st of March andthe 30th of September, in one English daily newspapercirculating in the whole of India and in a newspaperpublished in the language of the region where the headoffice of the Trustee is situated. The same will also beposted on the website of the Fund.

4. In case any company has invested more than 5% of theNet Asset Value of any scheme of the Fund, investmentmade by that scheme or any other scheme of the Fundin that company or its subsidiaries will be disclosed, asrequired by the Regulations, to the Trustee and in thehalf-yearly and annual accounts, with justification forsuch investments. As on March 31, 2004, the followingcompanies have made investments in the schemes of theFund in excess of 5% of the net asset value and duringthis period, other schemes of the Fund invested in thesecompanies.

(Rupees in Lakhs)

Company Schemes Investing Aggregate investmentsinvested Scheme/(s) made by the Scheme/(s)in by the in the Company for theCompany period under Regulation

Bajaj Auto Limited Kotak Gilt Kotak Global India 1165.13Savings Plan Kotak Income Plus 266.96

Cummins India Limited Kotak FMP (1) Kotak Global India 1258.18Kotak MNC 10.16

Dr.Reddy's Laboratories Limited Kotak FMP (8) Kotak 30 135.19Kotak Balance 70.47Kotak Global India 161.46

Export Import Bank of India Kotak Bond Kotak Bond 10685.43Short Term Plan Kotak Bond Short Term Plan 9709.55

Kotak Liquid 11367.03

Finolex Cables Limited Kotak Floater Kotak Bond Short Term Plan 2500.00Kotak Liquid 9000.00

Finolex Industries Limited Kotak Floater Kotak Bond Short Term Plan 500.00Kotak Liquid 2000.00

Global Trade Finance Pvt. Limited Kotak DynamicIncome Kotak Liquid 5200.00

HCL Technologies Limited Kotak Bond Kotak 30 129.42Short Term Plan Kotak Tech 221.56

HDFC Bank Limited Kotak Gilt Kotak 30 295.69Savings Plan Kotak Liquid 19960.96

HDFC Limited Kotak Floater Kotak Bond 6153.73Kotak Bond Short Term Plan 10663.15Kotak Dynamic Income 1020.14Kotak Liquid 11964.92

Hindalco Industries Limited Kotak Floater Kotak 30 340.08Kotak Balance 65.28Kotak Bond 994.45

40

Indian Aluminium Kotak Gilt Kotak Bond 1500.00Company Limited Investment Plan Kotak Liquid 4500.00

ICICI Bank Limited Kotak Liquid Kotak 30 558.45Kotak Bond Short Term Plan 4442.39Kotak Floater 812.9Kotak Liquid 32171.15

Industrial Development Kotak Liquid Kotak 30 81.29Bank of India Kotak Bond 10349.01

Kotak Bond Short Term Plan 12311.62Kotak Floater 3406.98Kotak Income Plus 1527.10Kotak Liquid 15045.58

Infrastructure Development Kotak Dynamic Kotak Bond 4490.06Finance Co. Limited Income Kotak Liquid 6426.95

Infosys Technologies Limited Kotak Liquid Kotak 30 697.68Kotak Balance 73.90Kotak Global India 677.97Kotak Income Plus 304.92Kotak Tech 931.39

Indo Gulf Fertiliser Limited Kotak Floater Kotak 30 60.57Kotak Balance 58.78

ICICI Securities & Kotak Bond Kotak Bond Short Term Plan 4389.31Finance Co. Limited Short Term Plan Kotak Liquid 7000.00

ITC Limited Kotak Liquid Kotak 30 1028.71Kotak Balance 21.05Kotak Income Plus 258.18Kotak MNC 519.23

Kotak Mahindra Bank Limited Kotak Liquid Kotak Liquid 2495.12

Larsen and Toubro Limited Kotak MNC Kotak 30 809.76Kotak Bond 566.51Kotak Bond Short Term Plan 3536.00Kotak Global India 1288.54Kotak Liquid 9434.13

LIC Housing Finance Limited Kotak Floater Kotak Bond 12268.85Kotak Bond Short Term Plan 1642.00Kotak Dynamic Income 545.77

Mahindra & Mahindra Limited Kotak Dynamic Kotak 30 534.4Income Kotak Bond 1854.62

Kotak Income Plus 784.97Kotak Liquid 1300.00

Maruti Udyog Limited Kotak Bond Kotak 30 536.83Short Term Plan Kotak Global India 817.04

Kotak Income Plus 219.90Kotak MNC 680.00

Power Trading Corporation Kotak FMP (8) Kotak 30 88.80of India Limited

Raymonds Limited Kotak Dynamic Kotak Global India 333.66Income Kotak Bond 1000.00

Kotak Liquid 500.00

(Rupees in Lakhs)

Company Schemes Investing Aggregate investmentsinvested Scheme/(s) made by the Scheme/(s)in by the in the Company for theCompany period under Regulation

41

(Rupees in Lakhs)

Company Schemes Investing Aggregate investmentsinvested Scheme/(s) made by the Scheme/(s)in by the in the Company for theCompany period under Regulation

Tata Motors Limited Kotak Floater Kotak 30 772.74Kotak Bond Short Term Plan 1487.84

TVS Motor Company Limited Kotak Floater Kotak 30 330.12

Union Bank of India Kotak Floater Kotak Bond Short Term Plan 1018.51

UCO Bank Kotak Dynamic Kotak 30 1.40Income Kotak Balance 1.40

UTI Bank Limited Kotak Floater Kotak Bond 555.85Kotak Bond Short Term Plan 929.81Kotak Liquid 13341.97

Wipro Limited Kotak Bond Kotak Tech 438.78Short Term Plan

These investments comprise debt and equity instruments and were made solely on the basis of sound fundamentals ofthese companies.

F. DURATION OF THE SCHEMEThe duration of the Scheme is perpetual. However, the Schememay be wound up if:-i. There are changes in the capital markets, fiscal laws or

legal system, or any event or series of event occurs,which, in the opinion of the Trustee, requires the Schemeto be wound up; or

ii. 75% of the Unitholders of the Scheme pass a resolutionthat the Scheme be wound up; or

iii. SEBI directs the Scheme to be wound up in the interestsof the Unitholders.

Where the Scheme is to be wound up pursuant to the aboveRegulations, the Trustee shall give notice of the circumstancesleading to the winding up of the Scheme:-i. to SEBI; andii. in two daily newspapers having circulation all over India

and also in a vernacular newspaper circulating in theplace where the Mutual Fund is established.

G. PROCEDURE AND MANNER OF WINDING UPi. The Trustee shall call a meeting of the Unitholders to

consider and pass necessary resolutions by simple majorityof the Unitholders present and voting at the meeting forauthorising the Trustee or any other person to take stepsfor winding up the Scheme concerned.

ii. a) The Trustee or the person authorised as above, shalldispose off the assets of the Scheme concerned inthe best interest of the Unitholders of that Scheme.

b) The proceeds of the sale made in pursuance of theabove, shall, in the first instance, be utilised towardsdischarge of such liabilities as are properly due underthe Scheme and after making appropriate provisionfor meeting the expenses connected with such

winding up, the balance shall be paid to theUnitholders in proportion to their respective interestsin the assets of the Scheme as on the date when thedecision for the winding up was taken.

iii. On completion of the winding up, the Trustee shallforward to the Board and the Unitholders, a report onthe winding up containing particulars such ascircumstances leading to the winding up, steps taken forthe disposal of the assets of the Fund before winding up,expenses of the Fund for winding up, net assets availablefor distribution to the Unitholders and a certificate fromthe Auditors of the Scheme concerned.

iv. Notwithstanding anything contained herein, theprovisions of the Regulations in respect of disclosure ofhalf-yearly reports and annual reports shall continue toapply.

After the receipt of the report referred to above under'Procedure and Manner of Winding Up', if SEBI is satisfiedthat all measures for winding up of the Scheme concernedhave been completed, the Scheme shall cease to exist.

H. SERVICES TO UNITHOLDERS1. Investor ServicesIt is the endeavour of the Fund to provide consistently highquality service to its investors. This encompasses all interactionby the clients with the Fund. The Fund strives to upgrade thequality of services through implementation of technologyand through ensuring quality consciousness amongst its servicepersonnel and agencies associated with it. The AMC hasintroduced Recurring Transfer Facility as well as a facilityunder Recurring Withdrawal Facility to withdraw automaticallythe amount of appreciation, if any, on a monthly or a quarterlybasis.

42

The Fund strives to provide a high degree of convenience forthe investors' dealings with itself and it is the constantendeavour of the Fund to increase this level of convenience.

2. Facilitating Enquiries and Transactions

a. Investor Service Centres in important cities

CAMS, which is the Registrar to the Fund, provides InvestorServices through its ISCs. Unitholders' enquiries andtransactions during business hours are entertained at the ISCsat the addresses listed elsewhere in this Offer Document.

b. Master Account

Unless otherwise requested by the Unitholder, one MasterAccount Number is assigned for one entity investing in differentSchemes of the Fund, provided while investing for a secondtime or any time thereafter, the Unitholder quotes his existingAccount Number. In such a case one consolidated AccountStatement is provided.

c. Meeting in Person

A responsible official of the Asset Management Company willbe available every business day between 3.00 p.m. and 4.00p.m. for a personal meeting with any Unitholder at theRegistered Office of the AMC. The purpose of this facility isto discuss the investment needs of the client, address anyqueries on the Mutual Fund and to provide other services.

d. Finding Solutions to Problems

The Fund will follow up with the Investor Service Centres andthe Registrar on complaints and enquiries received frominvestors. The Fund will strive to speedily resolve investorcomplaints.

e. Unitholder Grievances Redressal Mechanism

Investor grievances will normally be received at the AMCoffice or at any of the Investor Services Centres or directly bythe Registrar. All grievances will then be forwarded to theRegistrar, if required, for necessary action. The complaints willclosely be followed up with the Registrar to ensure timelyredressal and prompt investor service.

Mr. Vinod Venkateswaran has been appointed as the InvestorRelations Officer for the Fund. All related queries should beaddressed to:

Mr. Vinod VenkateswaranKotak Mahindra Asset ManagementCompany Limited5A, 5th Floor, Bakhtawar229, Nariman Point,Mumbai - 400 021Tel: 5638 4444Fax: 5638 4455e-mail: [email protected]

f) History of Investor Complaints for the periodApril 01, 2001 to June 07, 2004:

These were mostly in the nature of queries and requests, andwere attended to as follows:

Description No. of Resolved within Pendingqueriesreceived

1 day 2 days 3 days > 3days

Change ofAddress 14998 14791 112 16 71 8Change ofBank Mandate 19538 19411 68 13 43 3Non - Receiptof AccountStatement 52 40 6 1 5 0Other Queries 31184 28084 1194 457 1414 35

Total 65772 62326 1380 487 1533 46

ServiceStandardPercentage 100 94.76 2.10 0.74 2.33 0.07

I. TAX BENEFITS OF INVESTING IN THEMUTUAL FUND

The information set out below outlines the tax benefits availableto the Unitholders of the Scheme and to the Mutual Fund andis based on relevant provisions of the Indian Income tax Act,1961 and Wealth tax Act, 1957 (collectively known as "therelevant provisions") prevailing as on March 30, 2004. Thebenefits stated herein have been reviewed by Price Waterhouse,the auditors of the Scheme. However, Price Waterhouse doesnot make any representation on the procedures for ascertainingthe tax benefits nor do they make any representationsregarding any legal interpretations. Since the informationbelow is based on the relevant provisions as on March 30,2004, any subsequent changes in the relevant provisionscould affect the tax benefits. Further, except for the aboveprocedure, Price Waterhouse have not performed any otherservices in connection with any other data or informationincluded in the Offer Document.

THE FOLLOWING INFORMATION IS PROVIDED FOR GENERALINFORMATION PURPOSES ONLY. IN VIEW OF THE INDIVIDUALNATURE OF TAX BENEFITS, EACH INVESTOR IS ADVISED TOCONSULT HIS OR HER OWN TAX ADVISER WITH RESPECT TOTHE SPECIFIC TAX IMPLICATIONS ARISING OUT OF HISOR HER PARTICIPATION IN THE SCHEME.

To Unitholders:1. Income received by unit holders in respect of the units

of the Mutual Fund would be tax free in the hands ofthe unit holders.

2. Under section 2(42A) of the Income-tax Act, 1961 ('theAct'), a unit of a Mutual Fund is treated as long termcapital asset if the same is held for more than 12 months.

3. Under Section 112 of the Act, capital gains chargeableon transfer of long term capital assets are subject to taxat the rate of 20%. The capital gains will be computedby deducting the following amounts from the saleconsideration:a) Expenditure incurred wholly and exclusively in

connection with such transfer, andb) Cost as inflated by the cost inflation index notified

by the Central Board of Direct Taxes (CBDT).

43

In case of an individual or Hindu Undivided Family (HUF),being a resident, where the total income as reduced bythe long term capital gains is below the maximum amountnot chargeable to tax, the long term capital gains shallbe reduced to the extent of the shortfall and only thebalance long term capital gains will be subject to the flatrate of taxation.

However, the maximum tax payable on long term capitalgains on units is restricted to 10% of capital gainscalculated without indexation of cost.

In addition to the aforesaid tax, in case of an individual,HUF or Association of Persons (AOP), where the incomeexceeds Rs.8.50 lakhs, a surcharge of 10%, in case ofcompanies, a surcharge of 2.5% and in case of anartificial juridical person, a surcharge of 10% of such taxliability is also payable.

4. The long term capital gains on transfer of units wouldbe exempt from tax under section 54EC of the Act if theentire capital gain realized in respect of such units isinvested within six months of the date of transfer, inbonds which are redeemable after three years issued byNational Bank of Agricultural and Rural Development,National Highways Authority of India, Rural ElectrificationCorporation Limited, National Housing Bank or SmallIndustries Development Bank of India. However, if theamount invested in bonds is less than the capital gainsrealized then only proportionate capital gains would beexempt from tax. If the bonds so acquired are transferredor converted into money or any loan or advance is takenon security of such bond, within three years from thedate of its acquisition, the amount of capital gains arisingfrom transfer of original asset which was not charged totax, will be deemed to be the income by way of longterm capital gains of the previous year in which bondsare transferred or otherwise converted into money. Whereexemption under section 54EC of the Act is availed byinvesting in such bonds, then rebate of income tax undersection 88 of the Act with reference to the cost of suchinvestment in the bonds shall not be allowed.

5. The long term capital gains on transfer of units wouldbe exempt from tax under section 54ED of the Act if theentire capital gain realized in respect of such units isinvested within six months of the date of transfer inequity shares forming part of eligible issue of capital asdefined in the said section. However, if the amountinvested is less than the capital gains realized, onlyproportionate capital gains would be exempt from tax.If the equity shares so acquired are sold or otherwisetransferred within one year from the date of theiracquisition, the amount of capital gains arising fromtransfer of original asset which was not charged to tax,will be deemed to be the income by way of long termcapital gains of the previous year in which such equityshares are sold or otherwise transferred. Where exemptionunder section 54ED of the Act is availed by investing insuch equity shares, then rebate of income tax under

section 88 of the Act with reference to the cost of suchinvestment in the equity shares shall not be allowed.

6. The capital loss resulting from sale of units would beavailable for setting off against other capital gains madeby the investor and would reduce the tax liability of theinvestor to that extent. However, losses on transfer oflong term capital assets would be allowed to be set offonly against gains from transfer of long term capitalassets and the balance long term capital loss shall becarried forward separately for a period of eight assessmentyears to be set off only against long-term capital gains.

7. As per the provisions of section 194K and 196A of theAct, no deduction of tax at source shall be made fromincome credited or paid by a mutual fund to a Unitholder.

8. As per circular No.715 dated August 8, 1995 issued bythe CBDT in case of resident Unitholders, no tax is requiredto be deducted at source from capital gains arising at thetime of repurchase or redemption of the units.

9. Under section 195 of the Act, the Mutual Fund is requiredto deduct tax at source at the rate of 20% on any longterm capital gains if the payee Unitholder is a non resident.In respect to short term capital gains, tax is required tobe deducted at source at the rate of 30% if the payeeUnitholder is a non-resident non-corporate and at therate of 40% if the payee Unitholder is a foreign company.Further, the aforesaid tax to be deducted is required tobe increased by a surcharge in case of an individual, HUFor AOP, where the sum payable exceeds Rs.8.50 lakhs by10%, in case of companies by 2.5% and in case of anartificial juridical person by 10% of such tax liability.

10. As per circular No. 728 dated October 30, 1995 issuedby the CBDT, in the case of a remittance to a country withwhich a Double Tax Avoidance Agreement (DTAA) is inforce, the tax should be deducted at the rate providedin the Finance Act of the relevant year or at the rateprovided in the DTAA, whichever is more beneficial tothe assessee. In order for the Unitholder to obtain thebenefit of a lower rate available under a DTAA, theUnitholder will be required to provide the Mutual Fundwith a certificate obtained from his Assessing Officerstating his eligibility for the lower rate.

11. Mutual Fund units are exempt from wealth tax.

12. Investment in Units of the Mutual Fund will rank aseligible form of investment under section 11(5) of theAct read with Rule 17C(i) of the Income-tax Rules, 1962for Religious & Charitable Trusts.

To Mutual Fund:1. Kotak Mahindra Mutual Fund is a Mutual Fund registered

with the Securities and Exchange Board of India and itsentire income is exempt from tax under section 10(23D)of the Act.

2. Any income distributed by a Mutual Fund to its unitholderswill be subject to additional income-tax on such distributedincome @ 12.8125% (including surcharge of 2.5%).

44

A. POWER TO MAKE RULESSubject to the Regulations, the Trustee may, from time totime, prescribe such terms and make such rules as may benecessary for the purpose of giving effect to the Scheme, withpower to the AMC to add to, alter or amend all or any of theterms and rules that may be framed from time to time.

B. POWER TO REMOVE DIFFICULTIESIf any difficulty arises in giving effect to the provisions of theScheme, the Trustee may, subject to the Regulations, doanything not inconsistent with such provisions, which appearsto it to be necessary, desirable or expedient, for the purposeof removing such difficulty. Without diluting in any way thepowers granted to the Trustee as aforesaid, the Trustee hasthe following powers:

1. Right to change the load structure;

2. Right to change cut-off times for purchase andredemption of Units;

3. Right to change minimum amounts of purchase andredemption;

4. Right to determine frequency and amount of dividend;and the right not to declare dividend, where distributablesurplus is inadequate; and

5. Right to add to or alter the modes of payment by theinvestor for purchase of Units.

The exercise of these powers, reserved by the Trustee underthis Offer Document vis-a-vis prospective investments in any

of the schemes, shall not constitute change in the fundamentalattributes of the Scheme.

C. TRANSACTIONS WITH ASSOCIATECOMPANIES

The Fund may from time to time, for the purpose of conductingits normal business, use the services of Kotak Securities Limited,which is a stock-broking company (an associate company),the Sponsor and various subsidiaries of the Sponsor. Thesesubsidiaries of the Sponsor, as on the date of this OfferDocument, include Kotak Mahindra Investments Limited(formerly known as Hamko Financial Services Limited), aninvestment company; Kotak Mahindra Trustee CompanyLimited (Trustee to the Fund); Kotak Mahindra Primus Limited,an auto finance company; Kotak Mahindra Securities Limited,a broker on NSE in the wholesale debt market segment;Kotak Mahindra Capital Company Limited, a Category 1Merchant Banker registered with SEBI and a Primary Dealerappointed by RBI; Kotak Mahindra (International) Limited;Kotak Mahindra (UK) Limited; Global Investment OpportunitiesFund Limited, an investment company, the subsidiarycompanies of Kotak Mahindra Capital Company Limited; OMKotak Mahindra Life Insurance Company Limited, the lifeinsurance joint venture of Kotak Mahindra Bank Limited;Kotak Mahindra Private - Equity Trustee Company Limited, aprivate venture fund and Kotak Forex Brokerage Limited, acompany dealing in foreign exchange and Kotak MahindraInc.

The Fund has neither invested in Group Companies, nortaken any underwriting obligations with respect to issues ofassociate companies.

V I I I . O T H E R M A T T E R S

Following subscriptions have been made in issues lead managed, arranged or book-running lead managed by Kotak MahindraCapital Company Limited during the period from April 01, 2001 to March 31, 2004.

Period Scheme Security Nature of AmountInstrument Subscribed

(Rs. in Lakhs)

2001-2002 Kotak Bond 8.90% Neyveli Lignite Corporation Bond/NCD 1,500.00

Kotak Bond 9.25% Power Finance Corporation Series XI Bond/NCD 1,500.00

Kotak Bond Gujarat Ambuja Cements Limited Bond/NCD 500.00

2002-2003 Kotak Balance Punjab National Bank Equity 93.00

Kotak MNC I - Flex Solutions Limited Equity 79.50

Kotak Tech I - Flex Solutions Limited Equity 492.50

Kotak 30 I - Flex Solutions Limited Equity 79.50

Kotak Balance Union Bank of India Equity 96.00

Kotak Balance Divi's Laboratories Limited Equity 10.36

Kotak 30 Divi's Laboratories Limited Equity 13.44

Kotak Bond 7.30% LIC Housing Finance Limited NCD Option II Bond/NCD 500.00

Kotak Bond Short Term Pass Through Certificates issued by India Bond/NCD 499.22MBS 2002, Series I Trust -27, India MBS 2002Certificates Series 'I-A'

45

2003-2004 Kotak Balance UCO Bank Limited Equity 36.00

Kotak 30 UCO Bank Limited Equity 36.00

Kotak MNC Maruti Udyog Limited Equity 231.25

Kotak Bond Short Term Pass Through Certificate - BHPC Auto Bond/NCD 1,487.84Securitisation Trust (Series A1) June 2003

Kotak Income Plus Bank of Maharashtra Equity 460.00

Kotak 30 Biocon Limited Equity 850.19

Kotak Balance Biocon Limited Equity 327.29

Kotak Income Plus Biocon Limited Equity 2,104.20

Kotak Global India Biocon Limited Equity 2,496.06

Kotak 30 Dredging Corporation of India Limited Equity 799.98

Kotak Balance Dredging Corporation of India Limited Equity 219.96

Kotak Income Plus Dredging Corporation of India Limited Equity 2,100.00

Kotak Balance Hindustan Inks and Resins Limited Equity 15.28

Kotak 30 IBP Company Limited Equity 93.00

Kotak Balance IBP Company Limited Equity 155.00

Kotak Income Plus IBP Company Limited Equity 62.00

Kotak 30 Indian Petrochemicals Corporation Limited Equity 736.07

Kotak Balance Indian Petrochemicals Corporation Limited Equity 332.96

Kotak Income Plus Indian Petrochemicals Corporation Limited Equity 2,138.61

Kotak 30 Indraprastha Gas Limited Equity 720.00

Kotak Balance Indraprastha Gas Limited Equity 216.00

Kotak Income Plus Indraprastha Gas Limited Equity 1,272.00

Kotak 30 Oil and Natural Gas Corporation Limited Equity 1,063.80

Kotak Balance Oil and Natural Gas Corporation Limited Equity 422.63

Kotak Income Plus Oil and Natural Gas Corporation Limited Equity 2,716.95

Kotak Global India Oil and Natural Gas Corporation Limited Equity 3,210.08

Kotak 30 Patni Computer Systems Limited Equity 805.00

Kotak Balance Patni Computer Systems Limited Equity 322.00

Kotak Tech Patni Computer Systems Limited Equity 414.00

Kotak Income Plus Patni Computer Systems Limited Equity 2,024.00

Kotak Global India Patni Computer Systems Limited Equity 2,530.00

Kotak 30 T.V. Today Network Limited Equity 912.00

Kotak Balance T.V. Today Network Limited Equity 458.38

Kotak Income Plus T.V. Today Network Limited Equity 2,148.90

Kotak Liquid Corporate Loan Securitisation Series II Trust 2004 Bond/NCD 1,499.17

Kotak FMP (8) Corporate Loan Securitisation Series II Trust 2004 Bond/NCD 1,499.17

Kotak Liquid Corporate Loan Securitisation Series IV Trust 2004 Bond/NCD 1,011.90

The Fund discloses from time to time details of such investments or transactions, in the manner required by the Regulations.

Period Scheme Security Nature of AmountInstrument Subscribed

(Rs. in Lakhs)

46

During the last three fiscal years, the Fund has had the following transactions with associate companies:

(Rs. in Lakhs)

Nature of Period Kotak Kotak Kotak Kotak Kotak Kotak Kotak Kotak Paid toTransaction Gilt Gilt Inv Gilt 30 Balance Bond Bond Bond

Savings -estment Serial Serial ShortPlan Plan Plan Plan Term

Plan

Commission for 2001-02 1.96 64.86 0.03 7.84 7.26 58.67 0.61 – Kotak SecuritiesProcuring Unit 2002-03 1.64 74.58 0.01 9.65 5.65 129.47 – 19.43 LimitedSubscriptions 2003-04 5.03 51.31 0.01 15.9 7.79 90.32 - 22.83

Brokerage towards 2001-02 – – – 1.39 1.14 – – – Kotak SecuritiesPurchase and Sale 2002-03 – – – 3.22 1.50 – – – Limitedof Investments 2003-04 – – – 5.62 1.08 – – –

Brokerage towards 2001-02 0.08 0.28 0.05 – – 0.11 – – Kotak MahindraPurchase and Sale 2002-03 – – – – – – – 0.01 Securities Limitedof Investments 2003-04 – – – – – – – –

Commission for 2001-02 0.01 0.11 – – – 6.33 – – Kotak MahindraProcuring Unit 2002-03 0.30 0.19 – – – 3.80 – 7.05 Capital CompanySubscriptions 2003-04 0.84 0.02 – # – 0.05 – 0.70 Limited

Commission for 2003-04 1.16 0.83 – 10.82 0.72 4.84 – 5.43 Kotak MahindraProcuring Unit Bank LimitedSubscriptions

Charges on 2003-04 – – – 0.35 0.26 – – – Kotak Mahindrabanking Services Bank Limited

Nature of Period Kotak Kotak Kotak Kotak Kotak Kotak Kotak Kotak Paid toTransaction Tech MNC Income Global Liquid Mahindra Floater Dynamic

Plus India Fixed IncomeMaturity

Plan

Commission for 2001-02 5.58 2.09 6.79 – – Kotak SecuritiesProcuring Unit 2002-03 3.18 1.16 39.66 0.15 – LimitedSubscriptions 2003-04 3.92 2.55 3.53 341.53 51.06 1.24 0.46 0.21

Brokerage towards 2001-02 3.11 0.61 – – – Kotak SecuritiesPurchase and Sale 2002-03 1.72 0.23 – – – Limitedof Investments 2003-04 1.07 0.47 1.18 2.60 – – – –

Brokerage towards 2001-02 – – 0.03 – – Kotak MahindraPurchase and Sale 2002-03 – – – – – Securities Limitedof Investments 2003-04 – – – – – – – –

Commission for 2001-02 – – 1.01 – – Kotak MahindraProcuring Unit 2002-03 – – 9.50 – – Capital CompanySubscriptions 2003-04 – – – – 0.54 – – – Limited

Commission for 2003-04 0.01 0.48 7.30 77.78 10.65 – 3.42 5.25 Kotak MahindraProcuring Unit Bank LimitedSubscriptions

Charges on 2003-04 Kotak Mahindrabanking Services 0.03 0.03 1.17 0.83 – – # 0.10 Bank Limited

# Less than Rs. 0.01 Lakhs

These transactions were made at arms length and within the limits set by the Regulations, wherever applicable. Commissionand brokerage were paid at the same rates as were applied to other distributors and brokers.

47

Short Name Used Scheme / Plan Name

Kotak Gilt Savings ............................................................ Kotak Mahindra Gilt Unit Scheme '98 - Savings Plan

Kotak Gilt Investment ...................................................... Kotak Mahindra Gilt Unit Scheme '98 - Investment Plan

Kotak Gilt Serial ............................................................... Kotak Mahindra Gilt Unit Scheme '98 - Serial Plans

Kotak 30 .......................................................................... Kotak Mahindra 30 Unit Scheme

Kotak Bond ...................................................................... Kotak Mahindra Bond Unit Scheme 99

Kotak Bond Short Term ................................................... Kotak Mahindra Bond Unit Scheme 99 - Short Term Plan

Kotak Balance .................................................................. Kotak Mahindra Balance Unit Scheme 99

Kotak Tech ....................................................................... Kotak Mahindra Technology Scheme

Kotak MNC ...................................................................... Kotak Mahindra MNC Scheme

Kotak Liquid ..................................................................... Kotak Mahindra Liquid Scheme

Kotak Floater ................................................................... Kotak Mahindra Floating Rate Scheme

Kotak Income Plus ........................................................... Kotak Mahindra Income Plus Scheme

Kotak Dynamic Income .................................................... Kotak Mahindra Dynamic Income Scheme

Kotak Global India ........................................................... Kotak Mahindra Global India Scheme

D. STOCK LENDING BY THE FUNDThe Scheme will not engage in stock lending.

E. PENALTIES, PENDING LITIGATION OR PROCEEDINGS, FINDINGS OF INSPECTIONS ORINVESTIGATIONS FOR WHICH ACTION MAY HAVE BEEN TAKEN OR IS IN THE PROCESSOF BEING TAKEN BY ANY REGULATORY AUTHORITY

a. All cases of penalties (indicating nature of penalty)awarded by SEBI under the SEBI Act or any of itsregulations against the Sponsor of the Mutual Fund orany company associated with the Sponsor in any capacityincluding the Asset Management Company, TrusteeCompany/Board of Trustees, or any of the directors orkey personnel (specifically the fund managers) of theAsset Management Company and Trustee Company.

For Sponsor and its associates, other than thepenalties as mentioned above, the penalties awardedby any financial regulatory body, including stockexchanges, for defaults in respect of shareholders,debenture holders and depositors shall also be disclosed.Additionally, penalties awarded for any economicoffence and violation of any securities laws.

Details of all cases of suspensions and cancellation ofcertificate of registration (for irregularities/violations infinancial services sector or for defaults in respect ofshare holders, debenture holders and depositors) ofthe AMC, Trustee Company and sponsor or any associateof the sponsor shall be disclosed for the last 10 years.

None other than the following :A notice under Rule 4 of SEBI (Procedure for holding inquiryand imposing penalties by Adjudication Officer), Rule 1995was issued by SEBI to the Fund and the AMC for allegedviolation of the SEBI's Circular MFD/CIR No.12/175/01 datedFebruary 15, 2001, while launching a close-ended FixedMaturity Plan. The Fund and the AMC had submitted theirexplanations in writing to SEBI and also gave the explanationsat the time of the personal hearing on September 27, 2002by the Adjudicating and Enquiry Officer of SEBI. A penaltyof Rs. 50,000 each has been imposed against the Fund andthe AMC vide order dated February 26, 2003 of theAdjudicating Officer under SEBI (Procedure for holding inquiryand imposing penalties by Adjudication Officer) Rule, 1995.The AMC and the Fund have filed an appeal to Securitiesand Appellate Tribunal against the above-mentioned order.

None

None

48

None

None

None

None

b. Any pending material litigation proceedings incidentalto the business of the Mutual Fund to which the Sponsorof the Mutual Fund or any company associated withthe Sponsor in any capacity including the AMC, Boardof Trustees /Trustee Company or any of the directors orkey personnel is a party.

Any pending criminal cases against the Sponsor or anycompany associated with the Sponsor in any capacityincluding the AMC, Board of Trustees/Trustee Companyor any of the directors or key personnel

c. Any deficiency in the systems and operations of theSponsor of the Mutual Fund or any company associatedwith the sponsor in any capacity including the AMC orthe Trustee Company which SEBI has specifically advisedto be disclosed in the offer document, or which hasbeen notified by any other regulatory agency.

d. Any enquiry/adjudication proceedings under the SEBIAct and the Regulations made thereunder, that are inprogress against the Sponsor of the Mutual Fund orany company associated with the Sponsor in any capacitysuch as the AMC, Board of Trustees/Trustee Companyor any of the Directors or key personnel of the AssetManagement Company.

The above information has been disclosed in good faith as per the information available to the AMC.

F. OMNIBUS CLAUSESubject to SEBI Regulation permitting:

Besides the AMC, the Trustee/Sponsor may also absorbexpenditures in addition to the limits laid down underRegulation 52 of SEBI Regulations.

Further, any amendment/clarification and guidelines in theform of notes or circulars issued from time to time by SEBIfor the operation and management of mutual fund shall beapplicable.

G. DOCUMENTS AVAILABLE FOR INSPECTIONFollowing documents are available for inspection by theprospective investors between 11.00 a.m. and 1.00 p.m. onany day (excluding Saturdays, Sundays and public holidays),at the office of the Mutual Fund -

1. Copy of the Registration Certificate from SEBI.

2. Copy of the Trust Deed and the Deed of Amendment.

3. Copy of the Investment Management Agreement andthe supplemental agreement.

4. Copy of the Memorandum and Articles of Associationof the Trustee.

5. Copy of the Memorandum and Articles of Associationof the AMC.

6. Copy of the Custodian agreement.

7. Copy of the Registrar agreement.

8. Consent of Auditors, Custodian, Bankers, and Registrarto act in the said capacity.

9. A copy of this Offer Document.

10. Copy of the SEBI (Mutual Funds) Regulations, 1996.

11. Copy of the Indian Trusts Act, 1882.

12. Copy of the Agreement between AMC and theDesignated Agency.

All points mentioned in the Standard Observations issuedby SEBI vide their 'Instructions for filing Offer Documentwith SEBI dated December 26, 2003 have beenincorporated in this Offer Document.

Notwithstanding anything contained in this OfferDocument, the provisions of the SEBI (Mutual Funds)Regulations, 1996 and the Guidelines thereunder shallbe applicable.

Investors may ascertain about any further change afterthe date of this Offer Document from the ISCs, as givenelsewhere in this document, or the registered office ofAMC or from distributors/brokers.

Note: The Scheme under this Offer Document was approvedby the Trustee at their meeting held on March 26, 2004.

For and on behalf of the Board of Directors of

Kotak Mahindra Asset Management Company Limited[Asset Management Company for Kotak Mahindra Mutual Fund]

Place : Mumbai Ajay BaggaDate : June 25, 2004 Chief Executive Officer

cover iii

Investor Service Centres (ISCs)

COMPUTER AGE MANAGEMENT SERVICES PRIVATE LIMITED (CAMS) – INVESTOR SERVICE CENTRESAhmedabad : 402-406, 4th Floor, Devpath Building, Off C. G. Road, Behind Lal Bungalow, Ellis Bridge, Ahmedabad - 380 006.Bangalore : No. 8, Mahaveer Shopping Complex, 2nd Floor, Above Kids Kemp, Kempe Gowda Road, Bangalore - 560 009.Bhubaneswar : 101/7, Janpath, Unit - III, Bhubaneswar - 751 001.Chandigarh : SCO No. 39-40, Navroop Building - Basement, Sector 17-C, Chandigarh - 160 017.Chennai : A & B, Lakshmi Bhawan, 609, Anna Salai, Chennai - 600 006.Coimbatore : 462-A, Venkatasamy Road, New Sidhapudur, Coimbatore - 641 004.Indore : Dalal Chambers, No. 101, Sagarmatha Apartments, 1st Floor, 18/7, M. G. Road, Indore - 452 003.Jaipur : A-6, Sardar Patel Marg, C-Scheme, Opp. Bank of Rajasthan H.O., Jaipur - 302 001.Kanpur : G-27/28, Citi Centre, 63/2, The Mall, Kanpur - 208 001.Kochi : 41/1617, Rock Hill, 1st Floor, Banerji Road (North), Kochi - 682 018.Kolkata : 53/A, Rafi Ahmed Kidwai Road, 1st Floor, Kolkata - 700 016.Lucknow : No. 3, 1st Floor, Saran Chambers 1, 5, Park Road, Lucknow - 226 001.Ludhiana : Shop No. 20-21, Ground Floor, Prince Market, Near Traffic Lights, Sarabha Nagar Pulli, Pakhowal Road,

P.O. Model Town, Ludhiana - 141 002Mangalore : 6, 1st Floor, West Gate Terminus, Falnir Road, Opp. Unity Health Complex, Highlands, Mangalore - 575 002.Mumbai : Apollo House, 82/84, Apollo Street, Mumbai Samachar Marg, Fort, Mumbai - 400 023.Nagpur : 145, Lendra Park, Behind Shabari, New Ramdaspeth, Nagpur - 440 010.New Delhi : 304-305, Third Floor, Kanchenjunga Building, 18, Barakhamba Road, New Delhi - 110 001.Panaji : No. 15, 1st Floor, Diamond Chambers, 18th June Road, Panaji - 403 001.Patna : Kamlalaye Shobha Plaza, 1st Floor, Behind RBI, Near Ashiana Tower, Exhibition Road, Patna - 800 001.Pune : Kalpataru Plaza, Office No. B-314, 3rd Floor, 224, Bhawani Peth, Pune - 411 042.Secunderabad : 1-7-293/2/A/1 to 5/A, Behind Bank of India Building, Near Paradise Bus Stop, M. G. Road, Secunderabad - 500 003.Surat : Niva Apartments, Above Sagrampura-Rudarpura Co-op.Bank, Bhatia Street, Nanpura, Surat - 395 001.Vadodara : G -10, Paradise Complex, Sayajigunj, Vadodara - 390 005.Visakhapatnam : 47/9/17, 1st Floor, 3rd Lane, Dwaraka Nagar, Visakhapatnam - 530 016.

COMPUTER AGE MANAGEMENT SERVICES PRIVATE LIMITED (CAMS) – TRANSACTION POINTSAllahabad : 1st Floor, Chandra Shekhar Azad Complex, 5, S.P. Marg, Civil Lines, Allahabad - 211 001.Amritsar : 378-Majithia Complex, 1st Floor, M. M. Malviya Road, Amritsar - 143 001.Belgaum : 21, Ground Floor, Arvind Complex, 1552, Maruti Galli, Belgaum - 590 002.Bhopal : C-12, 1st Floor, Above Life Line Hospital, Zone-I, M. P. Nagar, Bhopal - 462 011.Dehradun : 81, Chakrata Road, Dehradun -248 001.Durgapur : 4/4, Central Park, City Centre, Doctor's Colony, Durgapur - 713 216.Jamnagar : 207 / 209, K V Road, Jamnagar - 361 001.Jamshedpur : Panch Bhawan, 'R' Road, Bistupur, Gr.Floor, Jamshedpur - 831 001.Madurai : 56, Naicker New Street, Madurai - 625 001.Manipal : Academy Annex, First Floor, Opposite Corporation Bank, Upendra Nagar, Manipal - 576 104.Mumbai : Shop No.9, Shoppers Point, Ground Floor, S. V. Road, Andheri (West), Mumbai - 400 058.Mysore : No.3, 1st Floor, CH.26 7th Main, 5th Cross, Saraswati Puram, Mysore - 570 009.Nasik : Rahakar Chambers, II Floor, 431, Vakil Wadi, Ashok Stambh, Nasik - 422 001.Patiala : 3, Ajit Nagar, Patiala - 147001. Tel.: +91-175-221 1328.Raipur : C-23, Sector 1, Devendra Nagar, Raipur - 492 004.Rajkot : 111, Pooja Complex, Harihar Chowk, Near GPO, Rajkot - 360 001.Salem : 28, I Floor, Advytha Ashram Road, Salem - 636 004.Trichur : VIII/350/15, O K John Memorial Building, Ekkanda Warrier Road, Trichur - 686 001.Trichy : No. 8, I Floor, 8th Cross West Extension, Thillainagar, Trichy - 620 018.Trivandrum : 15/181 Chennakara Buildings, Althara Junction, Vellayambalam, Trivandrum - 695 015.Varanasi : C 27/249 - 22A, Vivekanand Nagar Colony, Maldhaiya, Varanasi - 221 002.Vijayawada : 40-1-48/2, Bandar Road, Adjacent to HDFC Bank, Vijayawada - 520 010.

KOTAK MAHINDRA ASSET MANAGEMENT COMPANY LIMITED5A, 5th Floor, Bakhtawar, 229, Nariman Point, Mumbai 400 021

Tel. : (022) 5638 4444 • Fax : (022) 5638 4455E-mail : [email protected] • website : www.kotakmutual.com

Latest NAV & Dividend E-Mail Enquiries Transaction & Account Information1901-44-1234 [email protected] 1600-44-2267( (

The above offices are Official Acceptance Points for transactions and other requests.

cover iv

COLLECTION BANKS (INITIAL OFFER)KOTAK MAHINDRA BANK LIMITEDAhmedabad : 213-214, Sakar II, Ellis Bridge Corner, Ashram Road, Ahmedabad - 380 006 • Bangalore : 2nd Floor, West Wing, 26-27 Raheja Tower,

M G Road, Bangalore – 560 001 • Chennai : 555, Capitale, Ground Floor, Teynampet, Anna Salai, Chennai – 600 018 • Delhi : Ground Floor,

Ambadeep, 14, Kasturba Gandhi Road, New Delhi - 110 001 • Hyderabad : Jewel Pawani Tower, 6-3-1109/1/P-G2 Somajiguda, Hyderabad – 500 082

• Kolkata : Apeejay House, 15, Park Street, Kolkata - 700 016 • Ludhiana : SCO 120, Ground Floor, Feroze Gandhi Market, Ludhiana – 141 001

• Mumbai : 5 C/ II, Mittal Court, 224, Nariman Point, Mumbai - 400 021 • Pune : 418/242,4th Floor, Sohrab Hall, 21, Sasoon Road, Shivaji Nagar,

Pune – 411 001 • Vadodara : Panorama Building, R.C. Dutt Road, Alkapuri, Vadodara - 390 005.

HDFC BANK LIMITEDAgra : Block No. 17/2/4, Friends Plaza, Sanjay Place, Agra - 282 002 • Ahmedabad : HDFC House, 2nd Floor, Near Mithakali Six Roads, Navrangpura,

Ahmedabad - 380 009 • Allahabad : Plot No 54/01, Sardar Patel Marg, Civil Lines, Allahabad - 211 003 • Amritsar : 39, The Mall, Amritsar • Anand :

1st Floor, Sanket Complex, Near Grid Sales India, Anand - 388 001 • Aurangabad : Shivani Chambers, Manjeet Nagar, Jalna Road, Aurangabad - 431 001

• Bangalore : 25/1, Shankarnarayana Building, M. G. Road, Bangalore - 560 001 • Belgaum : 4830/28A, Opp. Dist . Hospital, Dr. Ambedkar Road, Belgaum

- 590 002 • Bharuch : Narayan Square, Besides Octroi Naka, Link Road, Bharuch - 392 001 • Bhavnagar : Gopi Arcade, Opp. Takhteshwar Post Office,

Waghawadi Road, Bhavnagar - 364 002 • Bhubaneshwar : Hotel Jajati Complex, Master Canteen Square, Bhubaneswar - 751 001 • Chandigarh :

SCO-189-190-191, Sector 17C, 4th Floor, Above Gazal Restaurant, Chandigarh - 160 017 • Chennai : Mariam Centre, 2nd Floor, 751-B, Anna Salai, Chennai

- 600 002 • Coimbatore : 1547, Classic Tower, Trichy Road, Coimbatore - 641 018 • Cuttack : Bajakabati Road, Cuttack - 753 001 • Dehradun : 56,

Rajpur Road, Dehradun - 248 001 • Durgapur : A102 & 103, City Centre, Bengal Shristi Co., Durgapur - 713 216 • Guwahati : House No. 126, G S Road,

Bhangagarh, Guwahati – 781 005 • Hubli : T B Revankar Complex, Vivekanand Hospital Road, Hubli – 580 029 • Hyderabad : 6-1-73 3rd Floor, Saeed

Plaza, Lakdikapul, Hyderabad - 500 004 • Indore : 580, M. G. Road, Indore • Jaipur : O-12, Parijat, Ashok Marg, C-Scheme, Jaipur • Jalandhar : Delta

Chambers, G T Road, Jalandhar • Jamnagar : Plot No. 6, Park Colony, Opp. St. Ann's School, Bed Bunder Road, Jamnagar - 361 008 • Jamshedpur :

Main Road, Bistupur, Near Ram Mandir, Jamshedpur - 831 001 • Jodhpur : 57/B, Swapndeep, Chopasani Road, Jodhpur – 342 003 • Kanpur : Kraishna

Tower, 15/63, Civil Lines, Kanpur - 208 001• Kochi : 2nd Floor, Elmar Square, M. G. Road, Ravipuram, Kochi - 682 016 • Kolhapur : Jaju Arcade, Tarabai

Park, Kolhapur - 416 003 • Kolkata : Mangalam - B, 24/26, Hemanta Basu Sarani, Kolkata - 700 001 • Lucknow : 31/31, M. G. Marg, Hazratganj, Lucknow

• Ludhiana : 5th Floor, First Mall, Mall Road, Ludhiana • Madurai : 7-A, West Veli Street, Opp. Railway Station, Madurai - 625 001 • Mangalore : M. N.

Towers, Kadri, Mangalore - 575 002 • Meerut : 381, Western Kachery Road, Meerut – 250 001 • Mumbai : Ground Floor, Maneckji Wadia Building, Kalpataru

Heritage, Nanik Motwani Marg, Fort, Mumbai - 400 023 • Mysore : Nageetha Complex, Saraswathipuram, Mysore - 570 009 • Nagpur : 204, Bhagyashree,

1st Floor, Cement Road, Dharampeth Extn, Shankar Nagar Square, Nagpur - 440 010 • Nasik : Vastushree No. 3, Thatte Nagar, Gangapur Road, Nasik -

422 005 • Navsari : Nandini Complex, Station Road, Navsari • New Delhi : Fig-ops, 1st Floor, Kailash Bldg, 26, K G Marg, New Delhi - 110 001 • Panjim :

Minum Residency, 18th June Road, Panjim - 403 001 • Patiala : First Floor, Leela Bhawan Market, Patiala - 147 001

• Patna : Rajendra Ram Plaza, Exhibition Road, Patna • Pune : 885/1, 5th Floor, Millenium Tower, Bhandarkar Road, Shivaji Nagar, Pune - 411 004 • Raipur

: Chawla Complex, Near Vanijya Bhawan, Sai Nagar, Devendra Nagar Road, Raipur - 492 009 • Rajkot : Venkatesh Plaza, Dr. Radha Krishnan Road, Rajkot

• Ranchi : Apartment 11, Ranchi Club Complex, Main Road, Ranchi - 834 001 • Rourkela : Dwivedi Bhawan, Dwivedi Square, Bisra Road, Rourkela - 768

001 • Salem : 5/241-F, Rathna Arcade, Five Roads, Omalur Main Road, Salem - 636 004 • Surat : Chataniya Jyoti Building, Near Parle Point Circle, Surat

Dumas Road, Athwa Lines, Surat - 395 007 • Trichur : 1st Floor, Kalliyath Royale Square, Palace Road, Trichur - 680 020 • Trichy : A-10, Lakshmi Arcade,

11th Cross Main Road, Thillainagar, Trichy - 620 018 • Trivandrum : Kenton Towers, Vazhuthacaud, Trivandrum - 695 014 • Udaipur : 358, Post Office

Road, Chetak Circle, Udaipur • Vadodara : Arun Complex, 6, Alkapuri Society, R. C. Dutt Road, Vadodara - 390 007 • Valsad : Ekta Apartment, Thithal

Road, Near RJJ High School, Valsad • Vapi : The Emperor, Highland Park Co-op Housing Society, Daman Road, Chala, Vapi - 396 195 • Varanasi : Kuber

Complex, D-58/2, Rathyatra Crossing, Varanasi - 221 010 • Veraval : Amrut Deep, Rajmahal Road, Opp Public Garden Gujarat- Veraval – 362 266

• Vijayawada : 40-1-48/2, M. G. Road, Labbipet, Vijayawada - 520 010 • Visakhapatnam : Potluri Castle, Dwaraka Nagar, Visakhapatnam.

5A, 5th Floor, Bakhtawar, 229Nariman Point, Mumbai 400 021

Tel.: (022) 5638 4444 l Fax : (022) 5638 4455

E-mail : [email protected] : www.kotakmutual.com al

ok

grap

hics