Offer Document of

Prudential ICICI Index Fund

An Open Ended Index Fund

from

Prudential ICICI Mutual Fund

Issue of Units of Rs.10/- per Unit for Cash

Initial Offer Opens on : ____, 2001

Earliest Closing Date : ____, 2001

Initial Offer Closes on : ____, 2001

SPONSORS

Prudential plc (formerly known as Prudential Corporation plc) (through its wholly owned subsidiary, Prudential Corporation Holdings Limited):

142 Holborn Bars, London EC 1N 2NH, UK

ICICI Limited: ICICI Towers, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051.

INVESTMENT MANAGER

Prudential ICICI Asset Management Company Limited

Registered Office: 206 Ashoka Estate, 2^nd Floor, 24 Barakhamba Road, New Delhi–110 001

Corporate Office: Contractor Building, 3^rd Floor, 41, R. Kamani Marg, Ballard Estate, Mumbai 400 038

TRUSTEE

Prudential ICICI Trust Limited

Registered Office: 206 Ashoka Estate, 2^nd Floor, 24 Barakhamba Road, New Delhi – 110 001

The particulars of Prudential ICICI Index Fund, the mutual fund Scheme offered under this Offer Document, have been prepared in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended from time to time and filed with the Securities and Exchange Board of India and the Units being offered for public subscription have not been approved or disapproved by the Securities and Exchange Board of India nor has the Securities and Exchange Board of India certified the accuracy or adequacy of the Offer Document.

This Offer Document contains information necessary for an investor to make an informed investment decision in the Scheme described herein. Investors should carefully read the Offer Document prior to making an investment decision and retain the Offer Document for future reference. Investors may note that this Offer Document remains effective until a material change occurs. Material changes shall be filed with SEBI and circulated to all Unitholders or may be publicly notified by advertisements in the newspapers subject to the applicable regulations.

IMPORTANT NOTICE

Investing in mutual fund schemes involves certain risks and considerations associated generally with making investments in securities. The value of the Scheme’s investments may be affected generally by factors affecting financial markets, such as price and volume, volatility in interest rates, currency exchange rates, changes in regulatory and administrative policies of the Government or any other appropriate authority (including tax laws) or other political and economic developments. Consequently, there can be no assurance that the Scheme offered in this Offer Document would achieve the stated objectives. The NAV of the Units of the Scheme may fluctuate and can go up or down. Past performance of the schemes managed by the Sponsors or their affiliates or the Asset Management Company is not indicative of the future performance of the Scheme nor will the performance of the Scheme, following the commencement of the operations, be indicative of the Scheme’s future performance.

Prospective investors are advised to review this Offer Document carefully and in its entirety and consult their legal, tax and financial advisors to determine possible legal, tax and financial or any other consequences of subscribing to, purchasing or holding Units under the Scheme, before making an application to subscribe or purchase the Units.

The Prudential ICICI Mutual Fund (the Fund) and the Prudential ICICI Asset Management Company Limited (the AMC), have not authorized any person to give any information or make any representations, either oral or written, not stated in this Offer Document in connection with issue of Units under the Scheme. Prospective investors are accordingly advised not to rely upon any information or representations not incorporated in this Offer Document. Any subscription, purchase or sale made by any person on the basis of statements or representations which are not contained in this Offer Document or which are inconsistent with the information contained herein shall be solely at the risk of the investor.

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

a) Purchase or sale of securities through any broker associated with the Sponsors shall not exceed an average of 5% of the aggregate purchases and sale of securities made by the Fund in all its Schemes. The limit of 5% shall apply for a block of any three months.

b) Utilization of the services of the Sponsors or any of their associates, for the purpose of any securities transactions and distribution and sale of securities shall be made only if a disclosure to this effect is made in the Offer Document.

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

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

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

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

In this Offer Document, all references to “$” are to United States of America Dollars, “£” to Pound Sterling of United Kingdom and “Rs.” to Indian Rupees. The Reference Exchange Rate between the United States Dollar and the Indian Rupee has been taken at at $1 = Rs.47.00 and UK£ and Indian Rupee at 1£=Rs.66.00.

This Offer Document is dated ___, 2001.

Highlights

l The Sponsors of the Fund are Prudential plc of the United Kingdom (UK) and ICICI Limited (ICICI).

l Prudential is one of the largest life insurance company in the UK and one of the leading life insurance companies in the world. It operates in over 15 countries and markets medium to long-term savings products, including life insurance, pensions and unit trusts.

· ICICI is a premier financial institution and its principal business is to provide medium and long-term project financing / leasing and other types of financial services to industry and individuals in India. The total financial assistance extended by ICICI since inception as of March 31, 2001 is Rs.1,46,167 crores.

· Fund Management expertise – Prudential is one of the largest institutional Investors in the UK and has assets under management worldwide in excess of US$ 231.70 billion (over Rs. 10,89,000 crores approx.). It also has banking deposits of US$ 10.67 billion (approximately Rs. 50,160 crores). It invests globally and manages the long-term savings of individuals with diverse risk profiles and needs.

· Prudential ICICI Asset Management Company Limited, the Investment Manager to the Prudential ICICI Mutual Fund, manages assets over Rs.6200 crores as of July 31, 2001 through 12 schemes. It is one of the largest asset management companies in the private sector in the country.

· Prudential ICICI Index Fund is an open-ended index linked growth scheme seeking to track the returns of the S&P CNX Nifty and BSE Sensex through investment in a basket of stocks drawn from the constituents of the Nifty and Sensex. Please refer to section on "Investment Objectives and Investment Pattern" under the Scheme on page __.

· Performance of the S&P CNX Nifty and BSE Sensex indices will have a direct bearing on the performance of the Scheme/the respective Plans. In the event either or both the S&P CNX Nifty and BSE Sensex indices are/is dissolved or withdrawn, the Trustee reserves a right to modify the Scheme/the Plans so as to track a different and suitable index/indices and appropriate intimation will be sent to the unitholders of the Scheme/respective Plans.

· Tracking errors are inherent in any indexed fund and such errors may cause the Scheme to generate returns which are not in line with the performance of the Nifty and Sensex or one or more securities covered by / included in the Nifty/Sensex.

· The NAVs of Prudential ICICI Index Fund may be affected by changes in the general market conditions, factors and forces affecting capital market in particular, level of interest rates, various market related factors and trading volumes, settlement periods and transfer procedures.

· High Liquidity - Being an open ended Scheme, Units may be purchased or redeemed on every Business Day at NAV based prices, subject to applicable load provisions. For the present, the Trustee does not intend to charge any entry/exit load. The Fund will, under normal circumstances, endeavour to dispatch redemption cheques within 5 Business Days. It may be noted that this provision is based on the proposed settlement cycle of the Principal Stock Exchange(s) which is on T+5 days. Trustees reserve the right to alter or modify the number of days taken for redemption of Units under the Fund after taking into consideration the actual settlement cycle, when announced, as also the changes in the settlement cycles that may be announced by the Principal Stock Exchanges from time to time. Please refer to Para________on Page_____for details of Redemption.

· Transparency – The AMC will calculate and disclose the first Net Asset Value not later than 30 days from the closure of Initial Offer Period. Subsequently, the NAV will be calculated and disclosed at the close of every Business Day. In addition the AMC will disclose portfolio of the Plans at quarterly rests on the web site of the AMC www.pruiciciamc.com

· The Initial Issue Expenses under the Scheme are limited to 1.50% of the initial corpus mobilised under each of the Plans of the Scheme.

· Investors who hold units in any of the open-ended schemes of the Fund may switch all or part of their holdings in the Scheme during the Initial Offer Period and on an ongoing basis. Further, under the Flexible Lifetime Investment Programme, investors may choose to alter the allocation of their investment among the schemes in order to meet their changing circumstances during their lifetime. It may be noted that switch-out from the Scheme is presently allowed.

· The Scheme does not propose to declare dividends.

· The following Tax benefits are available under the prevailing tax laws and subject to change thereto:

Under the provisions of section 10 (33) of the Income-tax Act, 1961, income received by all categories of unitholders will be exempt from income tax in their hands. In view of this position, no tax needs to be deducted at source from such distribution by the Fund.

There will be no tax deduction at source (TDS) on redemptions (irrespective of the amount redeemed) for Unitholders resident in India.

Investments in the Scheme/the Plans there under will be exempt from Wealth Tax. Units of Prudential ICICI Index Fund may be given as a gift and no gift tax will be payable either by the donor or the donee, as the Gift Tax Act has been abolished.

Investors who redeem units held for more than 12 months will get benefit of long term capital gains tax and resident and other eligible investors will get the benefit of indexation. Further, units are included in the proviso to the sub section (1) to Section 112 of the Income-tax Act and hence Unitholders can opt for being taxed at 10% (plus applicable surcharge) without the cost inflation index benefit or 20% (plus applicable surcharge) with the cost inflation index benefit, whichever is beneficial.

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

· Investors are advised to consult their Legal /Tax and other Professional Advisors in regard to tax/legal implications relating to their investments in the Scheme and before making decision to invest in the Scheme or redeem the Units in the Scheme.

Risk Factors

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

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

· Past performance of the Sponsors, AMC/Fund does not indicate the future performance of the Scheme of the Fund.

· The Sponsors are not responsible or liable for any loss resulting from the operation of the Scheme beyond the contribution of an amount of Rs. 22.2 lacs collectively made by them towards setting up the Fund and such other accretions and additions to the corpus set up by the Sponsors.

· Prudential ICICI Index Fund is the name of the Scheme and does not in any manner indicate either the quality of the Scheme or its future prospects and returns.

· In the event of receipt of inordinately large number of redemption requests or of a restructuring of the Scheme’s portfolio, there may be delays in the redemption of Units. Please see Page ___ for “Risk Factors and Special Considerations” and Page ___ for “Right to Limit Redemptions” in this Offer Document.

l The liquidity of the Scheme’s investments is inherently restricted by trading volumes in the securities in which it invests.

l The Fund may use derivative instruments like Stock Index Futures, stock options, stock futures, option contracts, warrants, convertible securities, swap agreements or other derivative instruments for the purpose of hedging and portfolio balancing, as permitted under the Regulations and guidelines. Usage of derivatives will expose the Scheme to certain risks inherent to such derivatives. Please see Section_____Para____for the relevant Risk factors.

· The risks in lending portfolio securities, as with other extensions of credit, consist of the failure of another party, in this case the approved intermediary, to comply with the terms of agreement entered into between the lender of securities i.e. the Scheme and the approved intermediary. Such failure to comply can result in the possible loss of rights in the collateral put up by the borrower of the securities, the inability of the approved intermediary to return the securities deposited by the lender and the possible loss of any corporate benefits accruing to the lender from the securities deposited with the approved intermediary.

· Changes in Government policy in general and changes in tax benefits applicable to mutual funds may impact the returns to investors in the Scheme.

· Also please refer to Page ___ for “Risk Factors and Special Considerations”.

Scheme Specific Risk Factors

· Performance of the S&P CNX Nifty and BSE Sensex indices will have a direct bearing on the performance of the Scheme. In the event either or both the S&P CNX Nifty and BSE Sensex indices is/are dissolved or is/are withdrawn, the Trustee reserves a right to modify the Scheme so as to track a different and suitable index/indices and appropriate intimation will be sent to the unitholders of the Scheme.

· Tracking errors are inherent in any indexed fund and such errors may cause the Scheme to generate returns which are not in line with the performance of the Nifty/Sensex or one or more securities covered by / included in the Nifty/Sensex.

· In case of investments in derivative instruments like index futures, the risk/ reward would be the same as investments in portfolio of shares representing an index. However, there may be a cost attached to buying an index future. Further, there could be an element of settlement risk, which could be different from the risk in settling physical shares and there is a risk attached to the liquidity and the depth of the index futures market as it is relatively new market.

· In the event the S&P CNX Nifty index/ Sensex, as the case may be, is dissolved or is withdrawn by India Index Services&Products Limited (IISL)/ The Stock Exchange, Mumbai(BSE) , respectively or is not published due to any reason whatsoever, the Trustee reserves the right to modify the Scheme so as track a different and suitable index or to suspend tracking the Nifty / Sensex till such time it is dissolved/ withdrawn or not published and appropriate intimation will be sent to the Unitholders of the Scheme. In such a case, the investment pattern will be modified suitably to match the composition of the securities that are included in the new index to be tracked and the Scheme will be subject to tracking errors during the intervening period.

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

IMPORTANT NOTE:

"Standard & Poor's ®"and "S&P®" are trademarks of the McGraw-Hill Companies, Inc. and have been licensed for use by India Index Services & Products Limited (IISL), which has sublicensed such marks to the Prudential ICICI Asset Management Company Limited(AMC). The S&P CNX Nifty is not compiled, calculated or distributed by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in products that utilise any such index as a component, or such similar language as may be approved in advance by S&P, it being understood that such notice need only refer to the specific S&P Marks referred to in the Information Materials.

Prudential ICICI Index Fund (the Scheme) is not sponsored, endorsed, sold or promoted by India Index Services & Products Limited (IISL) or Standard & Poor's, a division of the McGraw-Hill Companies Inc. (S&P). Neither IISL nor S&P makes any representation or warranty, express or implied to the Unitholders of the Scheme or any members of the public regarding the advisability of investing in securities generally or in the Scheme particularly or the ability of the S&P CNX Nifty to track general stock market performance in India. The relationship of S&P and IISL to the AMC is only in respect of the licensing of certain trademarks and tradenames of their index, which is determined, composed and calculated by IISL without regard to the AMC or the Scheme. Neither IISL nor S&P has any obligation to take the needs of the AMC or the Unitholders of the Scheme into consideration in determining, composing or calculating the S&P CNX Nifty Index. Neither IISL nor S&P is responsible for or has participated in the determination of the timing of, prices at, or quantities of the Scheme to be issued or in the determination or calculation of the equation by which the Scheme is to be converted into cash. Neither S&P nor IISL has any obligation or liability in connection with the administration or marketing or trading of the Scheme.

S&P and IISL do not guarantee the accuracy and/or the completeness of the S&P CNX Nifty or any data included therein and they shall have no liability for any errors, omissions or interruptions therein. Neither IISL nor S&P makes any warranty, express or implied, as to the results to be obtained by the AMC, Unitholders of the Scheme, or any other person or entity from the use of the S&P CNX Nifty or any data included therein. IISL and S&P makes no express or implied warranties and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the index or any data included therein. Without limiting any of the foregoing, in no event shall IISL or S&P have any liability for any special, punitive, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages.

BSE SENSITIVE INDEX (SENSEX)

The Stock Exchange, Mumbai (BSE), started compiling and publishing the BSE 30 index number of equity prices from 2nd January, 1986. At present, all the scrips included in the Sensitive Index are part of the specified group shares. The selection has been made on the basis of market capitalisation, liquidity, depth, trading frequency and industry representation.

The Index Committee of Sensex meets every quarter to review the Sensex. In case of a revision in the index constituent scrips, the announcement of the incoming and outgoing scrips is made four weeks in advance of the actual revision of the Index.

The compilation of the index values is based on the 'market capitalisation weighted aggregates' method.

This method of compilation has the advantage that it has the necessary flexibility to adjust for price changes caused by various corporate actions.

During market hours, prices of the index scrips, at which trades are executed, are automatically used by the trading computer to calculate the Sensex every 15 seconds and continuously updated on all trading workstations connected to the BSE trading computer in real time.A day's opening, high and low prices are also given by the system.

“Prudential ICICI Index Fund" is not sponsored, endorsed, sold or promoted by the Stock Exchange, Mumbai (“BSE”). BSE makes no representation or warranty, express or implied to the investors in Prudential ICICI Index Fund or any member of the public in any manner whatsoever regarding the advisability of investing in securities generally or in Prudential ICICI Index Fund particularly or in the ability of the SENSEX to track general stock market performance in India or otherwise. The relationship of BSE to the Prudential ICICI Mutual Fund / Prudential ICICI Asset Management Company Limited is in respect of the licensing of use of SENSEX which is determined, composed and calculated by BSE without regard to the Prudential ICICI Mutual Fund or Prudential ICICI Index Fund. BSE has no obligation to take the needs of the investors of Prudential ICICI Index Fund into consideration in determining, composing or calculating the SENSEX. BSE is neither responsible for nor have participated in the determination of the time or price at which the units under Prudential ICICI Index Fund are to be issued or in the determination of or calculation of the equation by which the Units are to redeemed for the underlying securities. BSE has no obligation or liability in connection with the administration, marketing or trading of Prudential ICICI Index Fund.”

“BSE does not guarantee the accuracy and/or the completeness and/or continuity of SENSEX or any data included therein and they shall have no liability for any errors, omissions or interruptions therein or change or cessation thereof. BSE makes no warranty, express or implied, as to the results to be obtained by the Prudential ICICI Mutual Fund, investors of Prudential ICICI Index Fund, or any other persons or entities from the use of SENSEX or any data included therein. BSE makes no express or implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to SENSEX or any data included therein. Without limiting any of the foregoing, in no event shall BSE have any liability for any special, punitive, indirect or consequential damages ( including lost profits ), even if notified of the possibility of such damages.”