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Tata Trustee Company Pvt. Ltd. Fort House, 221, Dr. D.N. Road, Mumbai - 400 001. Tata Asset Management Ltd. Fort House, 221, Dr. D.N. Road, Mumbai - 400 001. ABN AMRO Bank N. V. 71/72, Sakhar Bhavan, 7th Floor, Nariman Point, Mumbai - 400 021. Tata Sons Ltd. Bombay House, 24, Homi Modi Street, Mumbai - 400 001. Tata Investment Corporation Ltd. Ewart House, 22, Homi Modi Street, Mumbai - 400 001. Computer Age Management Services (P) Ltd. (Cams) A & B, Lakshmi Bhavan, 609 Anna Salai, Chennai - 600 006.

Tata Trustee Company Pvt. Ltd. Fort House, 221, Dr. D.N. Road

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Page 1: Tata Trustee Company Pvt. Ltd. Fort House, 221, Dr. D.N. Road

Tata Trustee Company Pvt. Ltd. Fort House, 221, Dr. D.N. Road,Mumbai - 400 001.

Tata Asset Management Ltd.Fort House,221, Dr. D.N. Road,Mumbai - 400 001.

ABN AMRO Bank N. V.71/72, Sakhar Bhavan,7th Floor, Nariman Point,Mumbai - 400 021.

Tata Sons Ltd.Bombay House, 24, Homi Modi Street,Mumbai - 400 001.

Tata Investment Corporation Ltd.Ewart House, 22, Homi Modi Street, Mumbai - 400 001.

Computer Age Management Services (P) Ltd. (Cams)A & B, Lakshmi Bhavan,609 Anna Salai,Chennai - 600 006.

Page 2: Tata Trustee Company Pvt. Ltd. Fort House, 221, Dr. D.N. Road

TATA MONTHLY INCOME FUND

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Item Table of Contents PageNo.

I. HIGHLIGHTS 2

II. DEFINITIONS 2

III . RISK FACTORS 4

IV. DUE DILIGENCE BY THE ASSETMANAGEMENT COMPANY 5

V. EXPENSES 5

VI. CONDENSED FINANCIAL INFORMATION 8

VII. CONSTITUTION OF TATA MUTUAL FUND 13

i. Constitution: 13

ii. The Sponsors: 13

iii. The Trustee Company 13

VIII. INVESTMENT OBJECTIVE AND POLICIES 16

i. Investment Objective, InvestmentStrategy and Risk Management 16

ii. Investment Pattern and Risk Profile 17

iii. Trading in Derivatives 17

iv. Portfolio Turnover 19

v. Change in Investment Pattern 19

vi. Restrictions on Investments (as perschedule 7 of SEBI Regulations 1996) 19

vii. Investment by the Fund and the AssetManagement Company 20

viii. Securities Lending 20

ix. Borrowing by the Mutual Fund 20

x. Fundamental Attributes 20

IX. MANAGEMENT OF THE FUND 21

i. The Asset Management Company 21

ii. Key Employees of the AMC and relevantexperience 23

iii. The Custodian 25

iv. The Registrar 25

v. The Auditor 25

vi. Bankers 25

vii. List of Authorised Investor Service Centres 25

X. UNITS & OFFER 26

i. Offer of Units 26

ii Minimum Application 26

iii. Refund 26

iv. Despatch of Account Statement andUnit Certificates 26

v. Listing, Transfer & Pledge of Units 26

vi. Nomination Facility 26

vii. Applications with Additional Holders 26

viii. Systematic Investment Plan (SIP) 27

ix. Systematic Withdrawal Plan (SWP) 27

x. Systematic Transfer Plan (STP) 27

xi. Duration of the Scheme 27

xii. Winding Up 27

xiii. Procedure for Winding Up 27

Item Table of Contents PageNo.

XI. SALE OF UNITS BEING OFFERED 27

a. Minimum Application 27

b. Eligibility for Application 27

c. Procedure for Application 28

d. General Instructions 29

XII. DIVIDENDS / BONUS & DISTRIBUTIONS 30

XIII. INTER SCHEME TRANSFERS 30

XIV. ASSOCIATE TRANSACTIONS 31

XV. BORROWING BY THE MUTUAL FUND 35

XVI. COMPUTATION OF NAV & VALUATION OF ASSETS 35

i. Computation & Determination of Net Asset Value 35

ii. NAV Information 35

iii. Valuation of Assets 35

XVII. REPURCHASE, RESALE & SWITCH OF UNITS 38

i. Relevant NAV for Repurchase, Resale &Switch of Units 38

ii. Repurchase of Units of Tata Monthly Income Fund 38

iii. Possible Deferral of Repurchase Requests and Compulsory Repurchase 39

iv. Centres where Redemption/resale/switchrequests can be given 39

v. Sale of Units on an ongoing basis 39

vi. Spread between Sale and Redemption Price 39

vii. Switch of Units within the Funds / Schemes /Plans of Tata Mutual Fund 39

viii. Suspension of ongoing Sale, Redemption orSwitch of Units 40

ix. Unclaimed Redemption/Dividend Amount 40

XVIII. ACCOUNTING POLICIES 40

Accounts and Audit 40

XIX. TAX TREATMENT OF INVESTMENTS INMUTUAL FUNDS 41

i. Tax Benefits to the Fund 41

ii. Tax Benefits to Unitholders 41

iii. Capital Gain Tax 41

XX. INVESTORS’ RIGHTS & SERVICES 42

i. Rights 42

ii. Services 42

iii. Information regarding the Scheme 43

iv. Meeting and consent of Unitholders 43

v. Benefits to the Unitholders 43

vi. Documents available for inspection 43

XXI. INVESTOR GRIEVANCES REDRESSAL MECHANISM 43

XXII. PENALTIES PENDING LITIGATION ORPROCEEDINGS, FINDINGS OF INSPECTIONS ORINVESTIGATIONS FOR WHICH ACTION MAYHAVE BEEN TAKEN OR IS IN THE PROCESS OFBEING TAKEN BY ANY REGULATORY AUTHORITY 44

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TATA MONTHLY INCOME FUND

I. HIGHLIGHTS

� A Mutual Fund - sponsored by Tata Sons Limited (TSL), TataInvestment Corporation Limited (TICL).

� The Scheme is managed by Tata Asset Management Limited.(TAML).

� An open ended income fund. Monthly Income is not assuredand is subject to availability of distritutable surplus.

� Transparency of Operation : Determination of Net AssetValue(NAV) on all business days.

� Resale / Repurchase/Switch at prevailing NAV with theapplicable loads.

� Three options to chose from :-

Monthly Income Option, Quarterly Income Option andAppreciation Option.

� Minimum Application :

Monthly Income Option : Rs. 25,000/- and in multiples ofRe.1/- thereafter.

Quarterly Income Option : Rs. 25,000/- and in multiples ofRe.1/- thereafter.

Appreciation Option : Rs. 10,000/- and in multiples ofRe.1/- thereafter.

Additional Investment by existing unit holders :

Monthly Income Option and Quarterly Income Option :

Rs. 5000/- & in multiples of Re 1/- thereafter.

Appreciation Option :

Rs. 1000/- & in multiples of Re. 1/- thereafter.

� Regular monthly dividend distributed since its introduction inthe existing Tata Income Fund (Regular Income Option).

Tentatively, dividend will be declared every 15th of the month.Dividend re-investment option available.

� The fund does not guarantee the Regularity in declaration ofdividends and does not assure any targetted income.

� Resale / Repurchase/Switch at prevailing NAV with theapplicable loads.

� NRIs can also invest.

� Earning of the Fund totally exempt from income tax underSection 10(23D) of the Income Tax Act, 1961.

II. DEFINITIONS

1 “ABN “or “Custodian” ABN AMRO Bank N. V., a bank incorporated in the Netherlands with limited liabilityand includes its successors.

2 “Business Day” Any day on which the Mumbai Head Office of Tata Asset Management Limited is open forbusiness purposes and the Banks in Mumbai/RBI clearing is functional.

3 “Business Hours” Business hours are from 10.00 A.M. to 3.00 P.M. on any Business Day.

4 “Calendar Year” A Calendar Year shall be 12 full English Calendar months commencingfrom 1st January and ending on 31st December.

5 “Day” Any day as per English Calendar viz. 365 days in a year.

6 “Financial Year” A Financial Year shall be 12 full English Calendar months commencing from 1st April andending on 31st March.

7 “Group” As defined in sub-clause (ef) of clause 2 of MRTP Act, 1961.

8 “IMA” Investment Management Agreement dated 9th May, 1995, as amended from timeto time, between the TTCPL & TAML.

9 “Investor” An investor means any resident or non-resident person whether individual or not (legal entity),who is eligible to subscribe units under the laws of his/her/their country of incorporation,establishment, citizenship, residence or domicile and under the Income Tax Act, 1961 includingamendments thereto from time to time and who has made an application for subscribing unitsunder the Scheme. Under normal circumstances, an Unitholder shall be deemed to be theinvestor.

10 “Net Asset Value” or “NAV” (a) In case of winding up of the Fund:

In respect of an Unit, the amount that would be payable to the holder of that Unit on anydate if the fund were to be wound up and its assets distributed on that date (valuingassets and liabilities in accordance with the normal accounting policies of the Fund, butignoring net distributable income of the current financial year and winding up expenses).

(b) Daily for Ongoing Sale/Redemption/ Switch:

In respect of a Unit, the amount that would be payable by/to the investor / holder of thatUnit on any Valuation date by dividing the net assets of the Scheme by the number ofoutstanding Units on the Valuation date.

11 “Net Assets” Net Assets of the Scheme / Plan at any time shall be the value of the Fund’stotal assets less its liabilities taking into consideration the accruals and the provisions at thattime.

12 “Non- Resident” Any person who is not a resident as defined herein.

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13 “Permissible Investments” Investments made on account of the Unitholders of the Scheme in securities and assets inaccordance with the SEBI Regulations.

14 “Portfolio” Portfolio at any time shall include all Permissible Investments and Cash.

15 “Redemption / Resale Load” Amount collected to cover the cost of providing Redemption / distribution relatedservice to the Scheme on a continuous basis.

16 “Regulations” Regulations imply SEBI Regulations and the relevant rules and provisions of the Securitiesand Exchange Board of India (Depositories and participants) Regulations 1996, Public DebtAct 1944,the relevant notifications of the Government of India Ministry of Finance Departmentof Revenue, (Central Board of Direct Taxes), the Income Tax Act, 1961; Wealth Tax Act,1957, Gift Tax Act, 1958, Foreign Exchange Management Act, 1999 as amended from timeto time and shall also include any Circulars, Press Releases or Notifications that may beissued by SEBI or the Government of India or the Reserve Bank of India from time to time.

17 “Resident” A resident means any person resident in India under the Foreign ExchangeManagement Act, 1999 and under the Income Tax Act,1961, including amendmentsthereto from time to time.

18 “Scheme” The offer made by Tata Mutual Fund through this Offering Circular, viz., Tata Monthly IncomeFund.

19 “SEBI” The Securities & Exchange Board of India established under the Securities &Exchange Board of India Act, 1992.

20 “SEBI Regulations” The Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 as amendedfrom time to time and shall also include any Mutual Fund Regulations, Circulars, PressReleases, or Notifications that may be issued by SEBI or the Government of India to regulatethe activities and growth of Mutual funds.

21 “TAML” or “Asset Tata Asset Management Limited, the Asset Management Company (AMC), a company withinManagement Company” the meaning of the Companies Act, 1956 (1 of 1956) and includes its successors and permitted

assigns.

22 “TICL” Tata Investment Corporation Limited, a sponsor of the TMF and a shareholder of TAML,a company within the meaning of the Companies Act, 1956 and includes its successors andpermitted assigns.

23 “TMF” or “Fund” Tata Mutual Fund, a trust established under a Trust Deed dated 9th May, 1995, under theprovisions of The Indian Trusts Act, 1882, bearing SEBI registration No. MF/023/95/9.

24 “Total Assets” Total Assets of the Scheme at any time shall be the total value of the Schemes assetstaking into consideration the accruals.

25 “Trust Deed” The Trust Deed of the Mutual Fund dated 9th May, 1995, as amended from time to time,made between TSL and TICL as the settlors, and TTCPL as the Trustee.

26 “TSL” Tata Sons Limited, a sponsor of TMF and a shareholder of TAML, a company withinthe meaning of the Companies Act, 1956 and includes its successors and permitted assigns.

27 “TTCPL or Trustee Company” Tata Trustee Company Private Limited, a company within the meaning ofthe Companies Act, 1956 and includes its successors and permitted assigns.

28 “Unitholder” An Unitholder means any resident or non-resident person whether individual or not (legalentity), who is eligible to subscribe to the Scheme and who has been allotted Units under theScheme based on a valid application.

29 “Units” The security representing the interests of the Unitholders in the Scheme. Each Unit representsone undivided share in the assets of the Scheme as evidenced by any letter/ advice or anyother statement / certificate / instrument issued by TMF.

30 “Year” A Year shall be 12 full English Calendar months.

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TATA MONTHLY INCOME FUND

III . RISK FACTORS

A. STANDARD RISK FACTORS

� Mutual Funds and securities investments are subject to marketrisks and there is no assurance or guarantee that the Schemewill achieve its objective.

� As with any investment in stocks, shares and securities, theNAV of the Units under this Scheme may go up or down,depending on the factors and forces affecting the capital markets.

� Past performance of the previous Schemes, the Sponsors orits Group/Affiliates is not indicative of and does not guaranteethe future performance of the Scheme.

� Tata Monthly Income Fund is only the name of the Scheme anddoes not in any manner indicate either the quality of the Schemeor its future prospects and the returns. Investors are urged tostudy the terms of the offer carefully and consult their Tax andInvestment Advisor before they invest in the Scheme.

B. SCHEME SPECIFIC RISK FACTORS

Liquidity and Settlement RisksThe liquidity of the Scheme’s investments may be inherently restrictedby trading volumes, transfer procedures and settlement periods. Fromtime to time, the Scheme will invest in debt and/or governmentsecurities based on certain investment parameters as adoptedinternally by AMC. The Scheme may have difficulty in disposing ofcertain securities due to extreme volatility or unusual constriction inmarket volumes due to greater price fluctuations (market risks), theremay be a thin trading market, different settlement periods and transferprocedures for a particular security at any given time. Settlement ifaccomplished through physical delivery of stock certificates, is labourand paper intensive and may affect the liquidity. It should be notedthat the Fund also bears the risk of purchasing fraudulent or taintedpapers. The (secondary) market for corparate bonds/debentures doesexist, but is generally not as liquid as the secondary market for othersecurities, particularly for smaller lots. Reduced liquidity in thesecondary market may have an adverse impact on market price andthe Scheme’s ability to dispose of particular securities, whennecessary, to meet the Scheme’s liquidity needs or in response to aspecific economic event, or during restructuring of the Scheme’sinvestment portfolio. Furthermore, from time to time, the AssetManagement Company, the Custodian, the Registrar, any Associate,any distributor, dealer, any company, corporate bodies, trusts, anyretirement and employee benefit funds of any associate or otherwiseany scheme / mutual fund managed by the Asset ManagementCompany or by any other Asset Management Company may investin the Scheme. While at all times the Trustee Company and the AssetManagement Company will endeavour that excessive holding of Unitsin the Scheme among a few Unitholders is avoided, however, thefunds invested by these aforesaid persons may acquire a substantialportion of the Scheme’s outstanding Units and collectively mayconstitute a majority unitholder in the Scheme. Accordingly,redemption of Units held by such persons may have an adverse impacton the value of the Units of the Scheme because of the timing of anysuch redemptions and may impact the ability of other Unitholders toredeem their respective Units.

Regulatory RisksTo the best of the knowledge and belief of the Directors of the TrusteeCompany, information contained in this Offering Circular is inaccordance with the SEBI Regulations and facts and does not omitanything likely to have a material impact on the importance of suchinformation.

Neither this Offering Circular nor the Units have been registered inany jurisdiction. The distribution of this Offering Circular in certainjurisdictions may be restricted or subject to registration requirementsand, accordingly, persons who come into possession of this OfferingCircular are required to inform themselves about, and to observe,any such restrictions. No persons receiving a copy of this OfferingCircular or any accompanying application form in any such jurisdictionmay treat this Offering Circular or such application form as constitutingan invitation to them to subscribe for Units, nor should they in anyevent use any such application form, unless in the relevant jurisdictionsuch an invitation could lawfully be made to them and such application

form could lawfully be used without compliance with any registrationor other legal requirements. Accordingly, this Offering Circular doesnot constitute an offer or solicitation by anyone in any jurisdiction inwhich such offer or solicitation is not lawful or in which the personmaking such offer or solicitation is not qualified to do so or to anyoneto whom it is unlawful to make such offer or solicitation. It is theresponsibility of any persons in possession of this Offering Circularand any persons wishing to apply for Units pursuant to this OfferingCircular to inform themselves of, and to observe, all applicable lawsand Regulations of such relevant jurisdiction.

Prospective investors should review / study this Offering Circularcarefully and in its entirety and shall not construe the contents hereofor regard the summaries contained herein as advice relating to legal,taxation, or financial / investment matters and are advised to consulttheir own professional advisor(s) as to the legal or any otherrequirements or restrictions relating to the subscription, gifting,acquisition, holding, disposal (sale, transfer, switch or redemption orconversion into money) of Units and to the treatment of income (ifany), capitalisation, capital gains, any distribution, and other taxconsequences relevant to their subscription, acquisition, holding,capitalisation, disposal (sale, transfer, switch or conversion intomoney) of Units within their jurisdiction of nationality, residence,domicile etc. or under the laws of any jurisdiction to which they orany managed funds to be used to purchase/gift Units are subject,and (also) to determine possible legal, tax, financial or otherconsequences of subscribing / gifting to, purchasing or holding Unitsbefore making an application for Units.

No person has been authorised to give any information or to makeany representations not confirmed in this Offering Circular inconnection with the Initial Offer / Subsequent Offer of Units, and anyinformation or representations not contained herein must not be reliedupon as having been authorised by the Mutual Fund or the AssetManagement Company or the Trustee Company. Statements madein this Offering Circular are based on the law and practice currentlyin force in India and are subject to change therein. Neither the deliveryof this Offering Circular nor any sale made hereunder shall, underany circumstances, create any impression that the information hereinis correct as of any time subsequent to the date hereof.

Investment RisksThe value of, and income from, an investment in the Scheme candecrease as well as increase, depending on a variety of factors whichmay affect the values and income generated by the Scheme’s portfolioof securities. The returns of the Scheme’s investments are based onthe current yields of the securities, which may be affected generallyby factors affecting capital markets such as price and volume, volatilityin the stock markets, interest rates, currency exchange rates, foreigninvestment, changes in Government and Reserve Bank of India policy,taxation, political, economic or other developments closure of theStock Exchanges etc. Investors should understand that the investmentpattern indicated, in line with prevailing market conditions, is only ahypothetical example as all investments involve risk and there canbe no assurance that the Scheme’s investment objective will beattained nor will the Scheme be in a position to maintain the modelpercentage of investment pattern particularly under exceptionalcircumstances such that the interest of the Unitholders are protected.

The Scheme will endeavour to invest in highly researched growthcompanies. However the growth associated with equities is generallyhigh as also the erosion in the value of the investments/portfolio inthe case of the capital markets passing through a bearish phase is adistinct possibility. The NAV of the scheme is largely dependent onthe performance of the companies and the sectors wherein theinvestment has been made.

The scheme may also invest in overseas financial assets (pleaserefer to Investment Pattern) as and when permitted by the concernedregulatory authorities in India. To the extent that the assets of thescheme will be invested in securities denominated in foreigncurrencies, the Indian Rupee equivalent of the net assets, distributionsand income may be adversely affected by changes in the value ofcertain foreign currencies relative to the Indian Rupee. The repatriationof capital to India may also be hampered by changes in regulationsconcerning exchange controls or political circumstances as well as

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TATA MONTHLY INCOME FUND

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the application to it of other restrictions on investment. In addition,country risks would include events such as introduction ofextraordinary exchange control, economic deterioration and bi-lateralconflict leading to immobilisation of the overseas financial assets.

As and when available and permissible the scheme may usetechniques and instruments ( as disclosed in the clause “portfolioturnover”) for efficient portfolio management and to attempt to hedgeor reduce the risk of such fluctuations. However these techniquesand instruments if imperfectly used have the risk of the schemeincurring losses due to mismatches particularly in a volatile market.The Fund’s ability to use these techniques may be limited by marketconditions, regulatory limits and tax considerations (if any). The useof these techniques is dependent on the ability to predict movementsin the prices of securities being hedged and movements in interestrates. There exists an imperfect correlation between the hedginginstruments and the securities or market sectors being hedged.Besides, the fact that skills needed to use these instruments aredifferent from those needed to select the Fund’s / Scheme’s securities.There is a possible absence of a liquid market for any particularinstrument at any particular time even though the futures and optionsmay be bought and sold on an organised exchange. The use of thesetechniques involves possible impediments to effective portfoliomanagement or the ability to meet repurchase / redemption requestsor other short-term obligations because of the percentage of theScheme’s assets segregated to cover its obligations.

Securities Lending RisksIt may be noted that this activity would have the inherent probabilityof collateral value drastically falling in times of strong downward markettrends, rendering the value of collateral inadequate until such timeas that diminution in value is replenished by additional security. It isalso possible that the borrowing party and/or the approvedintermediary may suddenly suffer severe business setback andbecome unable to honour its commitments. This, along with asimultaneous fall in value of collateral would render potential loss tothe Scheme. Besides, there is also be temporary illiquidity of thesecurities that are lent out and the scheme will not be able to sellsuch lent out securities until they are returned.

Interest Rate RiskAs with debt instruments, changes in interest rate may affect theScheme’s net asset value. The prices of instruments generallyincreases as interest rates decline and generally decrease as interestrates rise. Prices of long-term securities generally fluctuate more inresponse to such interest rate changes than short-term securities.Indian debt and government securities markets can be volatile leadingto the possibility of price movements up or down in fixed incomesecurities and thereby to possible movements in the NAV.

Credit RiskCredit risk or Default risk refers to the risk that an issuer of a fixedincome security may default (i.e. the issuer will be unable to maketimely principal and interest payments on the security). Because ofthis risk corporate debentures are sold at a higher yield above thoseoffered on Government Securities which are sovereign obligationsand free of credit risk. Normally, the value of a fixed income securitieswill fluctuate depending upon the changes in the perceived level ofcredit risk as well as any actual event of default. The greater thecredit risk, the greater the yield required for someone to becompensated for the increased risk.

Reinvestment RiskThis risk refers to the difference in the interest rate levels at whichcash flows received from the securities in the schemes are reinvested.The additional income from reinvestment is the “interest on interest”component. The risk is that the rate at which interim cash flows arereinvestment may be lower than that originally assumed.

Risks associated with DerivativesDerivative products are specialised instruments that requireinvestment techniques and risk analysis different from thoseassociated with stocks and bonds. Derivatives require themaintenance of adequate controls to monitor the transactions enteredinto, the ability to assess the risk that a derivative adds to the portfolioand the ability to forecast price of interest rate movements correctly.

There is a possibility that a loss may be sustained by the portfolio asa result of the failure of “counterparty” to comply with the terms of thederivatives contract. Other risks in using derivatives include the riskof mis-pricing or improper valuation of derivatives and the inability ofderivatives to correlate perfectly with underlying assets, rates andindices.

COMPULSORY WINDING UPAs per the SEBI circular no. SEBI/IMD/CIR No. 10/22701/03 dt.December 12, 2003 Open ended schemes/plan(s) already inexistence would required to comply with the following conditions assoon as possible but not later than December 31, 2004:1) Each scheme and individual plan(s) under the schemes should

have a minimum of 20 investors and no single investor shouldaccount for more than 25% of the corpus of the scheme/plan(s).

2) In each subsequent calendar quarter thereafter, on an averagebasis, the schemes/plans should meet with both the conditionsi.e. a minimum of 20 investors and no single investor shouldaccount for more than 25% of the corpus of the scheme/plan(s),failing which the provisions of Regulation 39 (2) (c) of SEBI(Mutual Funds) Regulations, 1996 would become applicableautomatically without any reference from SEBI. Accordingly,schemes /plans shall be wound up by following the guidelineslaid down by SEBI.

IV. DUE DILIGENCE BY THE ASSET MANAGEMENT COMPANYThe following Due Diligence Certificate has been submitted to SEBI:It is confirmed that:(i) the draft Offering Circular is in accordance with the

SEBI(Mutual Funds)Regulations, 1996 and the guidelinesand directives issued by SEBI from time to time.

(ii) all legal requirements connected with the launching of theScheme as also the guidelines, instructions, etc. issuedby the Government and any other competent authority inthis behalf, have been duly complied with.

(iii) the disclosures made in the Offering Circular are true, fairand adequate to enable the investors to make a wellinformed decision regarding investment in the proposedscheme.

(iv) the intermediaries named in the Offering Circular areregistered with SEBI and till date, such registration is valid.

For Tata Asset Management Limited

Place: Mumbai H. A. BulsaraDate: 25

th November, 2004 Chief Operating Officer

V. EXPENSESA. Unitholder Transaction Expenses

Type of Transaction Levy upto% of NAV

Maximum Sales Load imposed on Resale 7%Sales Load on issue of units in lieu ofdividends (as % of NAV) 0%Contingent Deferred Sales Load NilMaximum Redemption / Repurchase Load 7%Maximum Switchover Load 7 %

As per SEBI specified limits; the repurchase price shall not be lowerthan 93 % of the NAV, the sale price will not be higher than 107 % ofthe NAV and further the difference between the sale and repurchaseprice shall not exceed 7 % calculated on the sale price.

Current Load Structure (as a % of relavent NAV)For Monthly, Quarterly and Appreciation Option.

Entry Load : NIL

Exit Load :a) For Investment amount less than Rs. 1 Crore1) If redeemed on or before expiry of 180 days from the date of

allotment - 0.50%2) If redeemed after 180 days from the date of allotment - NIL.

b) For investment amount equal to or greater than Rs. 1 Crore -NIL.

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TATA MONTHLY INCOME FUND

The above load structure will be applicable to investment throughSIP also.

The Trustee Company may levy a Sales Load on fresh sales and aRedemption Load on repurchases. The Trustee Company may how-ever, from time to time review and modify the Sales Load and Re-demption Load. However under normal circumstances, based on theScheme’s potential performance in the market environment existingas of the date of this offering circular, the Fund may levy upto 3%sales load and redemption load.

The AMC reserves the right to change/modify entry / exit / switchoverload (including zero load), depending upon the circumstancesprevailing at any given time. However any change in the load structurewill be applicable on prospective investment only. The AMC maycharge an entry / exit load for switch of units from one plan/option toanother plan/option within the Scheme and/or any other scheme ofTMF depending upon the circumstances prevailing at any given time.The switchover load may be different for different plans/options andthe switchover load may be different from the entry and /or exit loadcharged for sale and/or repurchase units. The load charged couldalso be different for different options in the plans of the Scheme atthe same time and different as regards the amount/tenor ofinvestment, etc.

All loads including CDSC for each scheme shall be maintained in aseparate account and may be utilized towards meeting the sellingand distribution expenses. Any surplus in this account may be cred-ited to the scheme, whenever felt appropriate by the AMC.

B) Initial Issue expenses

i) Present SchemeDuring the Initial Offer period i.e. from 19th March, 1997 to 2nd May,1997 the initial issue expenses were 3.70% of the resources raised.Thus for every Rs.10 invested, Rs.9.63 was available for investmentby the scheme. The details are as under :

Description Estimated as per Actuals as perOffering Circular Audited Accounts

Rs. in % of Rs. in % ofCrore Targeted Crore Resources

Amount Mobilised

Advertising & Marketing0.03 1.50 0.31 0.45Commission toAgents / Brokers 0.06 2.90 2.03 2.91Registrar’s Charges 0.02 0.85 0.01 0.00Printing & Dispatch 0.01 0.75 0.13 0.19Bank Charges 0.00 0.00 0.08 0.12MiscellaneousExpenses (Incentive) 0.00 0.00 0.02 0.03

Total 0.12 6.00 2.58 3.70

Initial Issue Expenses for the past schemesTata Income Fund (including Tata Monthly Income Fund) : InitialIssue Expenses of 3.7% were borne by the scheme.

Tata Balanced Fund : Initial Issue Expenses of 0.20% were borneby the Asset Management Company.

Tata Young Citizens’ Fund : Initial Issue Expenses of 2.74% wereborne by the Asset Management Company.

Tata Tax Saving Fund : Initial Issue Expenses of 1.46% were borneby the Asset Management Company.

Tata Liquid Fund : Initial Issue Expenses were fully borne by theAsset Management Company.

Tata Pure Equity Fund: Initial Issue Expenses of 1.81% were borneby the scheme.

Tata Select Equity Fund : Initial Issue Expenses of 5.71% wereborne by the scheme.Tata Life Sciences & Technology Fund: Initial Issue Expenses of5.65% were borne by the scheme.

Tata Gilt Securities Fund : Initial Issue Expenses were fully borneby the Asset Management Company.Tata Short Term Bond Fund : Initial Issue Expenses were fully borneby the Asset Management Company.

Initial Issue Expenses of Tata Fixed Horizon Fund :The scheme was launched on10th January, 2003. All initial issueexpenses were borne by the AMC as it is no load scheme.

Estimated as per Actuals as perOffering Circular Audited Accounts

Rs. in % of Rs. in % ofLakhs Targeted Lakhs Resources

Amount Mobilised

Advertising 0.20 0.20 0.00 0.00Commission toAgents/Brokers 0.75 0.75 0.00 0.00Registrar’s Expenses 0.15 0.10 0.00 0.00Printing & MarketingExpenses 0.25 0.25 0.00 0.00Postage & Misc.Expenses 0.35 0.10 0.00 0.00Other Expenses 0.25 0.25 0.25 0.49

Total 2.15 1.65 0.25 0.49

Initial Issue Expenses of Tata Index FundThe scheme was launched on 20th February, 2003. All initialissue expenses were borne by the AMC.

Estimated as per Actuals as perOffering Circular Accounts

Rs. in % of Rs. in % ofCrore Targeted Crore Resources

Amount Mobilised

Advertising 0.80 0.80 0.75 0.09Commission toAgents/Brokers 0.60 0.60 0.55 0.07Registrar’s Expenses 0.07 0.07 0.05 0.01Printing & MarketingExpenses 0.40 0.40 0.35 0.04Postage & Misc.Expenses 0.18 0.18 0.15 0.02Bank Charges 0.20 0.20 0.15 0.02Other Expenses 0.75 0.75 0.00 0.00

Total 3.00 3.00 2.00 0.25

Initial Issue Expenses of Tata Dynamic Bond FundThe scheme was launched on 1st September, 2003. All initialissue expenses were borne by the Scheme.

Estimated as per Actuals as perOffering Circular Accounts

Rs. in % of Rs. in % ofCrore Targeted Crore Resources

Amount Mobilised

Advertising 0.40 0.40 – –Commission toAgents/Brokers 0.75 0.75 – –Registrar’s Expenses 0.15 0.15 – –Printing & MarketingExpenses 0.25 0.25 0.04 0.02Postage & Misc.Expenses 0.10 0.25 – –Bank Charges 0.25 0.25 – –Other Expenses 0.25 0.25 0.01 0.01

Total 2.15 2.15 0.05 0.03

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7

Initial Issue Expenses of Tata Floating Rate FundThe scheme was launched on 12th December, 2003. All initial issue expenses were borne by the Scheme.

Estimated as per Actuals as perOffering Circular Accounts

Rs. in % of Rs. in % ofCrore Targeted Crore Resources

Amount Mobilised

Advertising 0.40 0.40 – –Commission toAgents/Brokers 0.75 0.75 – –Registrar’s Expenses 0.15 0.15 – –Printing & MarketingExpenses 0.25 0.25 0.04 0.02Postage & Misc.Expenses 0.10 0.25 – –Bank Charges 0.25 0.25 – –Other Expenses 0.25 0.25 0.01 0.01

Total 2.15 2.15 0.05 0.03

Tata MIP Plus FundThe scheme was launched on 27th January, 2004. All initialissue expenses were borne by the scheme.

Estimated as per Actuals as perOffering Circular Accounts

Rs. in % of Rs. in % ofCrore Targeted CroreResources

Amount Mobilised

Advertising 2.83 0.75 1.93 0.51Commission toAgents/Brokers 7.54 2.00 2.68 0.71Registrar’s Expenses0.57 0.15 0.01 0.00Printing & MarketingExpenses 1.89 0.50 0.43 0.11Postage & Misc.Expenses 0.38 0.10 0.46 0.12Bank Charges 0.94 0.25 0.05 0.01Other Expenses 0.94 0.25 0.01 0.00

Total 15.08 4.00 5.57 1.48

Tata Equity P/E FundThe scheme was launched on 17th May, 2004. All initial issueexpenses were borne by the scheme.

Estimated as per Actuals as perOffering Circular Accounts

Rs. in % of Rs. in % ofLacs Targeted Lacs Resources

Amount Mobilised

Advertising 0.0175 1.75 28.44 0.2768Commission toAgents/Brokers 0.02 2.00 162.52 1.5819Registrar’s Expenses 0.0015 0.15 10.00 0.0973Printing & MarketingExpenses 0.015 1.50 73.92 0.7195Postage & Misc.Expenses 0.001 0.10 0.00 0.0000Bank Charges 0.0025 0.25 4.00 0.0389Other Expenses 0.0025 0.25 0.25 0.0024Total 0.06 6.00 279.13 2.7169

C. Annual Scheme Recurring ExpensesThe ongoing fees and expenses of operating the Scheme on an annualbasis (including for the initial offering period) expressed as a

percentage of the amount of the Scheme’s weekly average net assetsare estimated to be as follows :

Annual Scheme Recurring Estimates (%)

Investment Management Fees 1.25

Trustee Fees 0.05

Custodian Expenses 0.10

Registrar Expenses 0.15Marketing & Selling expenses(including agents commission) 0.45

*Other operating expenses 0.25

Total 2.25

* (For other operating expenses refer to the detailed note in Item4 below):

1. Investment Management Fees

Investment Management fees charged by TAML shall be 1.25%of the weekly average net assets for net assets upto Rs. 100crores and 1.00% of the weekly average net assets on thebalance amount above Rs. 100 crores. This fee is in conformitywith SEBI Regulations & shall be payable monthly in arrears.TAML shall not charge any fees on its investment in Units of theFunds/Schemes/Plans in TMF or any other Mutual Fund.

2. Trustee FeesThe Trustee Company shall be entitled to a fee of 0.05% of theweekly average net assets of the corpus or a sum of Rs. 5 lacsper annum, whichever is higher, payable annually in arrears.

3. Custodian/Registrar Fees:For Custodian’s and the Registrar & Transfer Agent’s Fees, seeclause(s) “The Custodian” and “The Registrar” in Item IX“Management of the Fund”.

4. Other Operating Expenses:According to Regulation 52 (4)(b) of SEBI (Mutual Funds)Regulations 1996, other operating expenses inter alia includes(and expressed as a percentage of the amount of weekly netassets) :

Estimates (%)

Brokerage & Transaction cost 0.10

Audit Fees 0.01

Bank Charges 0.03

Cost of providing account statement,redemption cheques / dividend warrants, etc. 0.05

Costs of statutory advertisements 0.06

Total 0.25

The above estimates of annual Scheme recurring expenses havebeen made in good faith as per the information available to the AssetManagement Company and are subject to change as per actuals.The said estimates have been given to assist the Unitholder inunderstanding the various costs and expenses that an Unitholder inthe Scheme will bear directly or indirectly. However, the annual totalof all charges and expenses of Tata Mutual Fund, except forbrokerage, commission, stamp duties and other (transaction)expenses directly associated with the purchase, sale and registrationof transfer of TMF’s investment/securities and except for expensesassociated with the initial offer of Units of the Scheme, and exceptfor selling expenses which are directly met / set off against sale &redemption load (as stated in the clause on Unitholder TransactionExpenses) shall be subject to the following limits :

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� On the first Rs.100 Crores of the average weekly net assets:2.25%

� On the next Rs.300 Crores of the average weekly net assets: 2.00%

� On the next Rs.300 crores of the average weekly net assets: 1.75%

� On the balance of the assets: 1.50%

The above is the maximum limit under Regulation 52 (6) of the SEBI(Mutual Funds) Regulations, 1996 in respect of the scheme investingonly in debt. The Fund will strive to reduce the level of these expensesso as to keep them well within the maximum limits allowed by SEBIand any expenditure in excess of the above limits shall be borne byTata Asset Management Limited and/or Tata Trustee Company PrivateLimited. Besides only those expenses as given above under theclause “Annual Scheme Recurring Expenses”. shall be charged tothe Scheme.

VI. CONDENSED FINANCIAL INFORMATION

Brief Note on Schemes launched:TMF has so far launched nineteen open-ended schemes. TataBalanced Fund (TBF) (formerly known as Tata Equity Growth Fund),is the maiden scheme of Tata Mutual Fund launched in August-September 1995. Tata Young Citizens’ Fund (TYCF) initially close-ended Scheme and converted into an open ended scheme on 30 th

October 1998, also launched in the same period was the firstscheme structured by a private sector mutual fund exclusively forchildren with an added automatic benefit of Personal AccidentInsurance Cover. Tata Tax Saving Fund (TTSF) initially a close endedEquity linked Savings Scheme for Residents launched in December1996 and converted into an open ended scheme on 1st April 1999offers growth besides tax saving and a phased investment Plan, forcash flow planning. Tata Select Equity Fund (TSEF) launched inApril-May 1996 was the first close ended Scheme structured by aprivate sector Mutual fund for investments exclusively in the equityof core sector companies. Tata Income Fund(TIF) launched in March- April 1997 offered assured semi-annual income of 15% per annum(for the first financial year) along with possible capital appreciationunder Regular Income Option and accumulated the earnings in theScheme thus providing medium to long term capital gains in thecase of Appreciation Option. Tata Income Fund w.e.f. 27th April 2000also offers Monthly Income and Quarterly Income options. TheMonthly Income Option was hived of as seperate scheme namelyTata Monthly Income Fund w.e.f. 23rd December, 2002. Tata TwinOption Fund (TTOF) launched in March 1998 offered the Unitholder,the option to invest in equities of large cap companies and thebalanced portfolio option which invests in both debt and equity. On14th February 2000 Balanced Portfolio Option of Tata Twin OptionFund got merged with Tata Equity Growth Fund and the Tata EquityGrowth Fund was renamed as Tata Balanced Fund. while the equityoption was renamed as Tata Pure Equity Fund. Tata Liquid Fundlaunched in August 1998 offered an ideal debt based (income andgrowth) investment for short duration investors. Tata Life Sciences& Technology Fund a sectoral Fund investing in fast growing LifeScience and Technology Sectors comprising of Engineering, Tele-communications, Space, Computers, Software, Pharmaceuticals,Information Technology, Electronics and Electricals, Agrochemicals,Fertilizers, Fast Moving Consumer Goods, and various other alliedIndustries, etc. was launched in June 1999. Tata Gilt Securities Fund,a fund predominantly investing in Securities issued by Central/ StateGovernment was launched in August 1999. This fund also offersquarterly income distribution and also growth options. Under TataLiquid Fund two short known-maturity plans were floated. Tata LiquidFund Serial Plan I was launched on 8.12.2000 and Tata Liquid FundSerial Plan II on 3.1.2001 and quarterly dividends were declared

under these plans. On 8th August, 2002 Tata Short Term BondFund was launched. On 11th November, 2002 the Tata IncomePlus Fund was launched. Tata Fixed Horizon Fund was launched10th Junuary, 2003,and Tata Index Fund on 20th February, 2003.On 29th March 2003 Tata Ind Tax Shield was converted into onopen ended scheme (with no ELSS benefits) and named Tata EquityOpportunities Fund, Tata Dynamic Bond Fund was launched on1st September, 2003, Tata Floating Rate Fund was launched on12th December, 2003. Tata MIP Plus Fund was launched on 27thJanuary 2004. Tata Equity P/E Fund launched on 17th May, 2004,Tata Dividend Yield Fund launched on 28th September, 2004. TMFhas so far launched nineteen open-ended schemes. Each Schemeoffers special innovative benefits to Unitholders by way ofSystematic Investment Plan, Systematic Withdrawal Plan, etc.

In November 2001, Tata Mutual Fund and Indian Bank Mutual Fundentered into an agreement for takeover of the following close ended,running schemes of Indian Bank Mutual Fund viz : Ind Shelter (PlanA&B), Ind Tax Shield (Plan A&B) and Ind Navratna. Subsequent tothe takeover the names of the schemes were changed to Tata IndShelter (Plan A&B), Tata Ind Tax Shield (Plan A&B) and Tata IndNavratna . The consideration and all direct expenses in this regardwere directly borne by the respective parties to the Agreement,and not debited to the Scheme accounts. An exit option at NAV,without load was provided to unitholders in view of change in theTrustee and the Asset Management Company, as well as certainmodifications in scheme attributes such as issue of AccountStatement instead of Unit Certificates, changing NAV relatedtransactions to prospective from the earlier principle of prior weekNAV, etc. Thereafter, with effect from 22nd November 2001, the TataTrustee Company Private Limited is the Trustee and Tata AssetManagement Ltd. is the Asset Management Company for thesefunds. Tata Ind Shelter Fund Plan A and B were redeemed on31.3.2002. On 29th March 2003 Tata Ind Tax Shield was made openended and named Tata Equity Opportunities Fund. Tata Ind Navratnawas converted in to an open ended fund on 31st March, 2004 andwas named as Tata Growth Fund.

Date of allotment : TBF (8/10/95), TYCF (14/10/95), TTSF (1/4/96), TSEF (24/5/96), TIFR & TIFA (2/5/97), TIFQ and TIFM (27/4/2000), TPEF (7/5/98), TLSTF (18/6/99), TLFR (2/8/99) & TLFA (30/8/98), TGSFR & TGSFA (4/8/99) TLSP1 (8/12/2000), TLSP2 (3/1/2001), TSTBF (12/08/02), TIPF(2/12/02), Tata Index Fund (TIF)(4/03/03), TDBF (03/09/03), TFRF (22/12/03), TMPF (17/03/04),TEQPEF (29/6/2004), TDYF (22/11/2004).

TBF-Tata Balanced Fund, TYCF -Tata Young Citizens’ Fund, TTSF-Tata Tax Saving Fund, TSEF -Tata Select Equity Fund, TIFR-TataIncome Fund (Half-Yearly Income Option), TIFQ-Tata Income Fund(Quarterly Income Option), TIFM-Tata Income Fund (MonthlyIncome Option),TIFA-Tata Income Fund (Appreciation Option),TPEF-Tata Pure Equity Fund, TLSTF-Tata Life Sciences &Technology Fund, TLFR-Tata Liquid Fund (Regular Income Option),TLFA-Tata Liquid Fund (Appreciation), TGSFR-Tata Gilt SecuritiesFund (Regular Income Option), TGSFA-Tata Gilt Securities Fund(Appreciation Option), TSTBFR-Tata Short Term Bond Fund(Regular Income), TSTBFA- Tata Short Term Bond Fund(Appreciation Option), TIPF(A) - Tata Income Plus Fund Plan A,TIPF(B) - Tata Income Plus Fund Plan B, TIPF(C) - Tata IncomePlus Fund Plan C, Tata Fixed Horizon Fund – TFHF, Tata MonthlyIncome Fund - TMIF, TIF - Tata Index Fund, TDBF - Tata DynamicBond Fund, TFRF- Tata Floating Rate Fund. TMPF-Tata MIP PlusFund, TGF - Tata Growth Fund, TEQPEF - Tata Equity P/E Fund,TDYF - Tata Dividend Yield Fund.

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Condensed Financial Information for the schemes launched during the last three financial years

Sr. Historical Per Unit Statistics TMIF

No. 31/10/04 31/03/04 31/03/03 31/3/02#

1 NAV at the beginning of (DM) 11.4708 (DM) 10.6888the year/period (Rs. Per unit) (DQ) 11.5265 10.42 10.34

(GR) 12.26632 Net Income per unit 0.24 0.2700 2.12 0.233 Dividends (DM) 0.4175 (DM) 0.9919 0.84 0.97

(DQ) 0.3180 (DQ) 0.23064 Transfer to reserves (if any) – – – –5 NAV at the end of the year (DM) 11.2275 (DM) 11.4708 10.69 10.42

(DQ) 11.3833 (DQ) 11.5265(GR) 12.4566 (GR) 12.2663

6(a) Annualised returns (%) (DM) 10.18 (DM) 11.47 9.62 8.866(b) Benchmark returns (%) NA NA NA NA

Crisil MIP Blended Index7 Net Assets at the end of the 319.04 458.37 10.86 –

period (Rs. Crores)8 Ratio of Recurring Expenses 1.97 2.00 1.69 –

to Avg. Net Assets (%)

* Absolute return. While calculating returns dividend distributed are assumed to be reinvested.# was part of Tata Income Fund. Net income per unit of Tata Income Fund is Rs. 1.69.

Returns are givenfor monthly income option. While calculating returns, dividend distribution tax applicable to individual & HUF categoryof investors is excluded. In case of other category of investors, performance figure will be lower due to higher dividend distribution taxproposed in Finance Bill 2004.

Sr. Historical Per Unit Statistics TIPF

No. 31/10/04 31/03/04 31/03/03

1 NAV at the beginning of the year/period RID-10.1800 RID-10.2467 –RIA-11.2564 RIA-10.2342 –HID-10.1862 HID-10.2489 –HIA-11.2864 HIA-10.2470 –IID-10.5660IIA-11.3247

2 Net Income per unit 0.16 1.25 0.393 Dividends – HID-0.9428 –

RID-0.9428 –IID-0.6609 –

4 Transfer to reserves (if any) – – –5 NAV at the end of the year RID-10.0190 RID-10.1800 RIR-10.2466

RIA-11.0774 RIA-11.2564 RIA-10.2342HID-10.0245 HID-10.1862 HIR-10.2489HIA-11.1054 HIA-11.2864 HIA-10.2475

IID-10.5660 –IIA-11.3247 –

6(a) Annualised returns (CAGR%) RIA- 5.32 RIA-8.91 RIR-2.47*HIA- 5.45 HIA-9.11 RIA-2.34*

IIA-7.45 HIR-2.49*HIA-2.47*

6(b) Benchmark returns 4.76 RIA-8.79 3.28*HIA-8.79IIA-6.87*

Crisil Composite Bond Fund7 Net Assets at the end of 38.08 165.49 100.11

the period (Rs. Crores)8 Ratio of Recurring Expenses 1.47 1.36 1.50

to Avg. Net Assets (%)

* Absolute returnCAGR- Compounded Annualised Growth Return

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Sr. Historical Per Unit Statistics TSTBFNo. 31/10/04 31/03/04 31/03/031 NAV at the beginning of the year/period D 10.6401 D 10.5288 10.00

G 11.1663 G 10.5462

2 Net Income per unit 0.61 1.6700 2.213 Dividends 0.1571 0.43974 Transfer to reserves (if any) – – –

5 NAV at the end of the year D- 10.7133 D-10.6401 R-10.53G- 11.4614 G-11.1663 G-10.55

6(a) Annualised returns (CAGR%) G- 6.29 G-6.93 G 5.46*

6(b) Benchmark returns 4.81 6.09 6.71*

Crisil Short Term Bond Fund

7 Net Assets at the end of 32.76 93.85 60.56the period (Rs. Crores)

8 Ratio of Recurring Expenses 0.87 0.90 0.90to Avg. Net Assets (%)

* Absolute returnCAGR- Compounded Annualised Growth Return

Sr. Historical Per Unit Statistics TMPF TDBF TFRLTFNo. 31/10/04 31/03/04 31/10/04 31/03/04 31/10/04 31/03/041 NAV at the beginning of the year/period DM 10.0404 – RD 10.1267 – D 10.0038 10.0000

DQ 10.0403 – RG 10.4235 – G10.1015DS 10.0404 – HD 10.1411 –GR 10.0404 – HG 10.4402 –

2 Net Income per unit –0.03 0.0371 0.21 1.27 0.12 0.063 Dividends DM 0.0745 0.0000 RD 0.0119 0.0715 0.1623 0.0804

DQ 0.0756 HD 0.0119 0.2306DS 0.1003

4 Transfer to reserves (if any) – – – – – –5 NAV at the end of the year DM 10.0682 10.0404 RD 10.0565 10.1267 DIV 10.0541 D 10.0038

DQ 10.0670 10.0403 RG 10.4729 10.4235 GR 10.3184 G 10.1015DS 10.0421 10.0404 HD 10.0718 10.1411GR 10.1426 10.0404 HG 10.4901 10.4402

6(a) Absolute Return (%) GR 1.41* GR 0.40* RG 4.78* RG 4.24* GR 3.16 GR 1.02*HG 4.95* HG 4.40*

6(b) Benchmark returns* –1.40 0.58 0.61 3.74 3.89 1.24*Crisil MIP Blended Index Crisil Bond Fund NSE MIBOR

7 Net Assets at the end of 265.59 418.19 35.69 62.06 10.19 8.87the period (Rs. Crores)

8 Ratio of Recurring Expenses 2.00 1.97 1.25 1.25 0.75 0.73to Avg. Net Assets (%)

* Absolute return

Sr. Historical Per Unit Statistics TEQPEF TFHFQ1 TFHFQ2 TFHFA1 TFHFA2No. 31/10/04 31/10/04 31/10/04 31/10/04 31/10/04

1 NAV at the beginning DIV- 10.0000 DIV- 10.0000 DIV- 10.0000 DIV- 10.0000 GR- 10.0000of the year/period GR- 10.0000 GR- 10.0000 GR- 10.0000

2 Net Income per unit 0.2828 0.1028 0.03 0.1662 0.10

3 Dividends 0.50 – – – –

4 Transfer to reserves (if any) – – – – –

5 NAV at the end of the year DIV- 11.3118 DIV- 10.1028 DIV- 10.0292 DIV- 10.1215 GR- 10.0578GR- 11.8101 GR- 10.1031 GR- 10.1048

6(a) Absolute Returns (CAGR%) G- 18.12* G- 1.00* D- 0.28* G- 1.01* G- 0.53*

6(b) Benchmark Returns 17.16 1.02 0.66 1.02 0.66

BSE SENSEX NSE MIBOR NSE MIBOR NSE MIBOR NSE MIBOR

7 Net Assets at the end of 100.77 20.25 0.07 81.32 278.87the period (Rs. Crores)

8 Ratio of Recurring Expenses 2.46 0.29 0.30 0.23 0.30of Avg. Net Assets (%)

* Absolute return

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Sr. Historical Per Unit Statistics TLF TFRSTFNo. 31/10/04 31/03/04 31/03/03 31/03/02 31/10/04 31/03/04

1 NAV at the beginning RIPGR-14.7135 TLF-DIV-11.1256 R-11.06 R-11.55 D-10.0053 10.0000of the year/period RIPFN-11.1415 GR-14.0270 G-13.13 G-12.14 G-10.1185

RIPDD-11.1449 TLHIF-10.0527 HG-10.00HIPGR-10.5672HIPDD-11.1199

HIPWLY-11.1556HIPMLY-10.0407

SHIPGR-11.5948SHIPDD-11.1200SHIPMLY-11.1670SHIPWLY-11.1654

2 Net Income per unit 0.31 0.4300 0.96 2.58 0.16 0.113 Dividends RIPFN-2.2337 RIPFN-0.4384 R-0.66 R-1.33 RIP WD-0.2236 0.0932

RIPDD-2.2377 RIPDD-0.3841 IIP DD-0.0680HPDD-0.2437 HPDD-0.4088

HIPWLY-0.2228 HIPWLY-0.3475HIPMLY-0.2205 HIPMLY-0.3918

SHIPDD-0.2557 SHIPDD-0.4188SHIPWLY-0.2298 SHIPWLY-0.3665SHIPMLY-0.5540 SHIPMLY-0.3501

4 Transfer to reserves (if any) – – – – – –5 NAV at the end of the year RIPGR-15.0822 RIPGR-14.7135 R-11.13 R-11.06 RIP DIV-10.0382 D-10.0053

RIPFN-11.1845 RIPFN-11.1415 G-14.03 G-13.13 RIP GR-10.3945 G-10.1185RIPDD-11.1675 RIPDD-11.1449 HG-10.05 – IIP DIV- 10.0100HIPGR-10.8388 HIPGR-10.5672 IIP GR- 10.0792HIPDD-11.1427 HIPDD-11.1199

HIPWLY-11.2028 HIPWLY-11.1556HIPMLY-10.0611 HIPMLY-10.0407

SHIPGR-11.9095 SHIPGR-11.5948SHIPDD-11.1446 SHIPDD-11.1200

SHIPWLY-11.2231 SHIPWLY-11.1670SHIPMLY-11.2266 SHIPMLY-11.1654

6(a) Absolute returns (%) RIPGR-6.88 RIPGR 7.15 RIPGR 7.66 RIPGR 7.9 RIP GR- 3.94* G-1.19*HIPGR-4.91 HIPGR-5.14 IIP GR- 0.79*

SHIPGR-4.91 SHIPGR-5.01*6(b) Benchmark returns RIPGR-NA RIPGR-NA NA NA RIP GR- 3.89* 1.24

HIPGR-4.20 HIPGR-4.40 IIP GR- 0.77*SHIPGR-3.99 SHIPGR-3.52*

Crisil Liquid Fund Index NSE MIBOR7 Net Assets at the end of 2425.13 1129.48 125.21 81.38 582.73 112.03

the period (Rs. Crores)8 Ratio of Recurring Expenses 0.51 0.64 0.86 G-1.25 0.68 0.75

to Avg. Net Assets (%)

* Absolute return

Sr. Historical Per Unit Statistics TIFN TIFSNo. 31/10/04 31/03/04 31/03/03 31/10/04 31/03/04 31/03/03

1 NAV at the beginning of the year/period NA-10.1030 NA-9.2519 10.00 SA-14.4604 SA-9.2644 10.00NB-16.6571 NB-9.2333 SB-17.0617 SB-9.2605

2 Net Income per unit 0.3053 8.44 (0.01) 1.7083 8.37 (0.03)3 Dividends – 6.00 – – 2.50 –4 Transfer to reserves (if any) – 0.00 – – – –5 NAV at the end of the year NA-10.2819 NA-10.1030 NA-9.25 SA-14.9192 SA-14.4606 SA-9.27

NB-17.0149 NB-16.6571 NB-9.23 SB-17.6769 SB-17.0617 SB-9.266(a) CAGR (%) NA- 35.65 NA57.13 NA (7.48)* SA- 39.18 SA 61.43 SA (7.36)*

NB- 37.16 NB 59.29 NB (7.67)* SB- 40.31 SB 62.82 SB-(7.40)*6(b) Benchmark returns 36.74 60.43 (7.33)* 38.44 62.53 (7.11)*

S&P NIFTY BSE SENSEX7 Net Assets at the end of 13.37 29.70 6.55 3.68 2.46 10.62

the period (Rs. Crores)8 Ratio of Recurring Expenses 0.83 1.42 NA-1.50 0.85 0.84 SA-1.50

to Avg. Net Assets (%) NB-0.75 SB-0.75

*Absolute Return

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Sr. Historical Per Unit Statistics TGSF TGSMFNo. 31/10/04 31/03/04 31/03/03 31/03/02 31/10/04 31/03/04

1 NAV at the beginning ANNX GR-123782 GR-11.89 GR-10.60 DIV-10.4290 NAof the year/period GA-19.4883 GA-16.75 GA-12.66 GR-10.7467 NA

HG-10.00 6.43 0.092 Net Income per unit -0.48 9700 2.37 0.323 Dividends RIP-0.2532 RIP-1.3411 1.26 1.56 0.1500 0.2674

HIP-0.2532 HIP-0.62474 Transfer to reserves (if any) – – – – – –5 NAV at the end of the year ANNX ANNX GR-12.38 GR-11.89 DIV-10.3911 DIV-10.4290

GA-19.49 GA-16.75 GR-10.8696 GR-10.74676(a) CAGR (%) ANNX RIP-19.23 G20.57 G-22.25 GR- 5.40 7.47*

HIP-8.11*6(b) Benchmark returns ANNX RIP-NA N.A. N.A. GR- 4.03 11.12*

HIP-6.57*I Sec Composite Index I Sec Composite Index

7 Net Assets at the end of 366.54 450.00 143.33 94.72 10.82 7.21the period (Rs. Crores)

8 Ratio of Recurring Expenses 1.60 1.54 1.18 1.30 0.95 0.78to Avg. Net Assets (%)

* Absolute return

ANNX

TATA GILT SECURITIES FUND (Including Retirement Planning Series)RIP - Gr HIP - Gr 2005 GRW 2006 DIV 2006 GRW 2007 DIV 2007 GRW 2008 DIV

Inception Date 3-Aug-99 3-Aug-99 30-Oct-03 6-Oct-03 4-Dec-03 9-Oct-03 15-Jan-04 31-Oct-03

NAV on Allotment 10.0000 10.0000 10.0000 10.0000 10.0000 10.0000 10.0000 10.0000

NAV as on 31/3/04 22.3430 13.6907 10.1946 10.1862 10.2978 10.1299 10.1319 10.2013

Performance Since Inception (Absolute) 19.23 8.11 1.95 1.86 2.98 1.30 1.32 2.01

Benchmark Return Since Inception (Absolute) NA 6.57 2.31 2.57 2.51 2.11 1.33 2.29

NAV as on 31/10/04 21.2273 13.0070 9.6856 9.6722 9.7836 9.6241 9.6260 9.6919

Performance Since Inception (Absolute) 15.72 2.08 -3.14 -3.02 -2.16* -3.55 -3.74* -3.08

Benchmark Return Since Inception (Absolute) NA 1.60 -1.99 -1.64 -1.81 -2.07 -2.93 -2.01

2008 GRW 2009 DIV 2009 GRW 2010 DIV 2010 GRW 2011 DIV 2011 GRW 2013 DIV

Inception Date 21-Oct-03 3-Feb-04 27-Nov-03 23-Mar-04 27-Oct-03 28-Oct-03 27-Nov-03 10-Dec-03

NAV on Allotment 10.0000 10.0000 10.0000 10.0000 10.0000 10.0000 10.0000 10.0000

NAV as on 31/3/04 10.0708 10.1501 10.2119 10.0718 10.2053 10.2897 10.2119 10.3050

Performance Since Inception (Absolute) 0.71 1.50 2.12 0.72 2.05 2.90 2.12 3.05

Benchmark Return Since Inception (Absolute) 1.76 1.49 2.27 0.31 2.39 2.66 2.27 2.49

NAV as on 31/10/04 9.5681 9.6433 9.6999 9.6093 9.6920 9.7759 9.7020 9.7904

Performance Since Inception (Absolute) -4.21 -3.57* -3.00* -3.91* -3.05 -2.22 -2.98* -2.10*

Benchmark Return Since Inception (Absolute) -2.46 -2.78 -2.03 -3.91 -1.90 -1.65 -2.03 -1.83

2013 GRW 2014 GRW 2015 GRW 2016 GRW 2018 DIV 2025 DIV 2025 GRW

Inception Date 24-Nov-03 30-Jan-04 29-Dec-03 2-Jan-04 10-Dec-03 9-Oct-03 26-Dec-03

NAV on Allotment 10.0000 10.0000 10.0000 10.0000 10.0000 10.0000 10.0000

NAV as on 31/3/04 10.2163 10.1717 10.1367 10.1169 10.3022 10.1025 10.1254

Performance Since Inception (Absolute) 2.16 1.72 1.37 1.17 3.02 1.02 1.25

Benchmark Return Since Inception (Absolute) 2.35 1.48 1.42 1.48 2.49 2.11 1.57

NAV as on 31/10/04 9.7062 9.6638 9.6306 9.6118 9.7878 9.5974 9.6218

Performance Since Inception (Absolute) -2.94* -3.36* -3.69* -3.88* -2.12* -3.80 -3.78*

Benchmark Return Since Inception (Absolute) -1.96 -2.79 -2.85 -2.79 -1.83 -2.07 -2.71

* The above returns are absolute returns, except in case of RIP GR and HIP Gr.

** All returns are compunded annualised unless stated otherwise while calculating returns, dividend distribution tax is excluded.

Data for Crisil Bond Fund Index, Crisil Liquid Fund index, Crisil Balanced Fund Index and Crisil MIP blended index were not available prior to 30th March, 2002.

No Scheme of Tata Mutual Fund has resorted to borrowings during the last financial year i.e. financial year 2003-2004.

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VII. CONSTITUTION OF TATA MUTUAL FUND

i. Constitution:

Tata Mutual Fund (TMF) has been constituted as a Trust inaccordance with the provisions of The Indian Trusts Act, 1882(2 of 1882) and is registered as a Trust under The IndianRegistration Act, 1908. TMF was registered with Securities &Exchange Board of India (SEBI) and commenced operationby launching its first scheme on 30th August 1995. Tata SonsLimited(TSL) and Tata Investment Corporation Ltd (TICL), arethe Sponsors and the Settlors and Tata Trustee CompanyPrivate Limited is the Trustee Company. The Trustee Companyhas appointed Tata Asset Management Limited (TAML) as theAsset Management Company. TSL and TICL have made anaggregate initial contribution of Rs.1 lac towards setting up ofTMF.

Share holding pattern of Tata Asset Management Ltd (TAML)and Tata Trustee Company Pvt Ltd (TTCPL)

TAML TTCPL

Tata Sons Ltd 67.91% 50%

Tata Investment Corporation Ltd 32.09% 50%

ii. The Sponsors:1. Tata Sons Limited (TSL)

Tata Sons Limited is the principal investment holding companyof TATA. It also has the following operating consultancydivisions:

1. Tata Consultancy Services(TCS) provides a wide range ofservices in the areas of information technology andmanagement consultancy and has proven experience inoffering integrated solutions for various projects.

2. Tata Economic Consultancy Services (TECS) is one of thelargest economic consultancy organisations in India havingundertaken over 2000 assignments including macro andmicro economic studies in all sectors.

3. Tata Financial Services(TFS) provides a wide range of financialservices to Tata Companies.

4. Tata Quality Management Service (TQMS) renders servicesto Tata Companies in the implementation of the Tata BusinessExcellence Module (TBEM)

Financial performance of TSL(Rs. in crores)

2001-02 2002-03 2003-04

Total Income 4329.53 5158.87 6476.68

Profit after tax 863.29 816.84 1291.96

Preference Share Capital 54.44 31.25 16.10

Equity Share Capital 40.41 40.41 40.41

Free reserves 3301.53 3965.98 4981.50

Net worth 3341.94 4006.39 5021.91

Dividend on Preference Shares 5.44 4.09 2.00

Dividend on Ordinary Shares 121.24 131.35 242.49

Earnings per share (face valueRs.1000 per share) (Rs.) 21226 20107 31912

2. Tata Investment Corporation Limited (TICL)

Tata Investment Corporation Ltd. was promoted by Tata SonsLtd. in 1937, with the main objective of being an investmentcompany, and was initially called The Investment Corporationof India Ltd. It remained closely held till 1959, when it waslisted on the Bombay Stock Exchange. Over the years, TICLhas built up a portfolio of investments of quoted and unquotedsecurities of a book value of Rs. 455.01 crores as on 31stMarch, 2004. Its realizable value of investment as on 31stMarch, 2004. was Rs. 1184.76 crores, spread over 238companies.

Financial performance of TICL :Last three financial years.

(Rs. in crores)

2001-02 2002-03 2003-04

Total Income 50.33 52.80 90.37

Profit after tax 43.97 45.82 80.56

Equity Share Capital 19.69 22.97 22.97

Free reserves 286.20 325.16 379.46

Net worth/Book 155.34 151.53 175.17Value per Share

Earnings per share 24.49 21.71 35.06

Dividend paid (%) 60.00 60.00 101.00

iii. The Trustee Company

Constitution

Tata Trustee Company Private Limited, through its Board ofDirectors, shall discharge the obligations as Trustee of TMF.The Trustee Company may, amend the terms of the offer ofthe Units, the terms of the Scheme and the terms of the Fundfrom time to time as per the provisions contained in SEBIRegulations. The Trustee Company shall be entitled to fees asstated in the clause on “Trustee Fee”. The Trustee Companyhas appointed TAML as the Asset Management Company, ABNAmro Bank as the Custodian and CAMS as the Registrar (andTransfer Agent), the details of which are given in the Clause“Management of the Fund”.

Board of Tata Trustee Company Private Limited:Mr. S. M. Datta (Director), Address: Peerless General Finance& Investment Company Limited, 11-A, Mittal Tower, ‘A’ wing,First Floor, Nariman Point, Mumbai 400 021. Status: IndependentOccupation: Industrialist, Other Directorships : ChairmanCastrol India Limited, IL&FS Investment Managers Limited,Philips India Limited, E. I. D. Parry (India) Limited, DirectorZodiac Clothing Company Limited, TIL Limited, PeerlessGeneral Finance & Investment Company Limited, BOC IndiaLimited, Goodlass Nerolac Paints Limited, M. VisvesvarayaIndustrial Research & Development Centre, TransportCorporation of India Limited, Atul Limited, Bhoruka PowerCorporation Limited, Other Memberships : Chairman - IndianInstitute of Management, Bangalore, Chairman - Goa Instituteof Management, Advisor - Army Group Insurance Fund, Trustee- India Brand Equity Fund Trust, Member - Council of EUChambers of Commerce, Member – ACME, Chairman - SIESInstitute of Management Studies, Director – Supervisory Boardof the Eicher Group of Companies, Governor – WoodlandsHospital & Medical Research Centre Limited, Chairman ofGoverning Board: Indian Institute of Health ManagementResearch.

Mr. I. Hussain (Director), Address: Tata Sons Limited, BombayHouse, 24, Homi Mody Street, Mumbai 400 001. Status:Associate, Occupation: Industrialist, Other Directorships :Chairman Voltas Limited, Tata Finance Limited, Director TataSons Limited, Tata Iron & Steel Company Limited, TitanIndustries Limited, Tata Inc., Tata Teleservices Limited, TataIndustries Limited, The India Growth Fund Inc., Tata AIG LifeInsurance Co. Limited, Tata AIG General Insurance Co. Limited,Tata Internet Services Limited, Idea Cellular Limited, CMCLimited, Videsh Sanchar Nigam Limited, Tata Teleservices(Maharashtra) Limited, Speech & Software Technologies (India)Pvt. Limited, Space TV Limited.

Mr. J. N. Godrej (Director) , Address: Godrej & BoyceManufacturing Company Limited, Pirojshanagar, Vikhroli,Mumbai - 400 079. Status: Independent, Occupation:Industrialist, Other Directorships : Chairman GeometricSoftware Solutions Company Limited, Chairman & Managing

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Director Godrej & Boyce Manufacturing Company Limited,Director Godrej Properties & Investments Limited, GodrejAgrovet Limited, Godrej Sara Lee Limited, Godrej Foods Limited,Godrej Tea Limited, Godrej Industries Limited, 3D PLM SoftwareSolutions, Godrej Consumer Products Limited, Bajaj AutoLimited, Antrix Corporation Limited, Godrej Upstream Limited,Godrej Investments Private Limited, Lawkim Limited, IllinoisInstitute of Technology (India) Private Limited, Godrej(Singapore) Pte. Limited, Godrej (Malaysia) Sdn. Bhd., Godrej(Vietnam) Company Limited, Godrej & Khimji (Middle East)LLC, Muscat Other Memberships : Past President & Memberof the National Council - Confederation of Indian Industry, PastChairman of the Western Regional Council- Confederation ofIndian Industry, Past President & Member of the ExecutiveCommittee - Indian Machine Tool Manufacturers’ Association,Member of the Governing Council - Central ManufacturingTechnology Institute, Bangalore, Founder Member & Memberof the Executive Council - Tool Gauge Manufacturers’Association.

Dr. N. A. Kalyani (Director) Address: Shangrilla Gardens, B&CWings, 1st Floor, Bund Garden Road, Pune 411 001. Status:Independent, Occupation: Industrialist Other Directorships :Executive Chairman Kalyani Forge Limited, Chairman KalyaniSecurities Private Limited, Shakuntal Engineering & EquipmentsPrivate Limited, Kautilya Engineering & Manufacturing PrivateLimited, Gajanan Investment Private Limited, Aboli InvestmentPrivate Limited, Zendu Investment Private Limited, Uttara AgroPrivate Limited, Purva Agro Private Limited, Anuradha AgrotechPrivate Limited, Punarvasu Agro Private Limited, Vishakha AgroPrivate Limited, Kalyani Floritech Private Limited, Ashlesha AgroPrivate Limited, Uttarashadha Agro Private Limited, DhanishthaAgro Private Limited, Purvashadha Agro Private Limited,Saraswati Agrotech Private Limited, Rohini Agrotech PrivateLimited, Kalyani Agro and Exports Private Limited, BhadrapadaAgro Private Limited, Jeshtha Agro Private Limited, ShattarkaAgro Private Limited, Kalyani Horticulture Private Limited,Pushya Agro Private Limited, Bramhaputra Agrotech PrivateLimited, Jamuna Agrotech Private Limited, Chinab AgrotechPrivate Limited, Director : Kinetic Engineering Company Limited,Kirloskar Oil Engines Limited, Finolex Industries Limited, FinolexCables Limited, Sudarshan Chemical Industries Limited, LahotiOverseas Limited, Hindustan Construction Company Limited,Dronacharya Investment and Trading Private Limited,Dandakarayanya Investment and Trading Private Limited,Hastinapur Investment and Trading Private Limited, CampanulaInvestment and Finance Private Limited, Cornflower Investmentand Finance Private Limited, Other Memberships : Chairman– Kalyani Institute of Scientific Research, Pune, Chairman –Kalyani Medical Foundation, Pune, Chairman – Kalyani Instituteof Poultry Research, Pune, Member - Executive Committee,Mahratta Chamber of Commerce and Industries, Pune, Member- Executive Committee, Federation of Indian Chamber ofCommerce and Industry.

Duties and Responsibilities of the Trustee Company(1) The trustees and the asset management company shall with

the prior approval of the Board enter into an investmentmanagement agreement.

(2) The investment management agreement shall contain suchclauses as are mentioned in the Fourth Schedule and suchother clauses as are necessary for the purpose of makinginvestments.

(3) The trustees shall have a right to obtain from the assetmanagement company such information as is considerednecessary by the trustees.

(4) In carrying out his/her responsibilities as a member of the Boardof Trustee, each Trustee shall maintain an arms’ lengthrelationship with other companies, or institutions or financial

intermediaries or any body corporate with which he mayassociated in any transaction also involving the mutual fund.

(5) No Trustee shall participate in the meetings of the Board ofTrustee when any decisions for investments in which he/shemay be interested are taken.

(6) All the Trustee shall furnish to the Board of Trustee, particularsof interest which he/she, may have in any other company, orinstitution or financial intermediary or any corporate by virue ofhis/her position as director, partner or with which he/she maybe associated in any other capacity.

(7) The trustees shall ensure before the launch of any scheme thatthe asset management company has:-(a) systems in place for its back office, dealing room and

accounting:(b) appointed all key personnel including fund manager(s) for

the scheme(s) and submitted their bio-data which shallcontain the educational qualifications, past experience inthe securities market with the trustees, within 15 days oftheir appointment:

(c) appointed auditors to audit its accounts:(d) appointed a compliance officer to comply with regulatory

requirement and to redress investor grievances:(e) appointed registrars and laid down parameters for

supervision:(f) prepared a compliance manual and designed internal

control mechanisms including internal audit systems:(g) specified norms for empanelment of brokers and marketing

agents.

(8) The trustees shall ensure that an asset management companyhas been diligent in empanelling the brokers, in monitoringsecurities transactions with brokers and avoiding undueconcentration of business with any broker.

(9) The trustees shall ensure that the asset management companyhas not given any undue or unfair advantage to any associatesor dealt with any of the associates of the asset managementcompany in any manner detrimental to interest of the unitholders.

(10) The trustees shall ensure that the transactions entered into bythe asset management company are in accordance with theseregulations and the scheme.

(11) The trustees shall ensure that the asset management companyhas been managing the mutual fund schemes independently ofother activities and have taken adequate steps to ensure thatthe interest of investors of one scheme are not beingcompromised with those of any other scheme or of otheractivities of the asset management company.

(12) The trustees shall ensure that all the activities of the assetmanagement company are in accordance with the provisionsof these regulations.

(13) Where the trustees have reason to believe that the conduct ofbusiness of the mutual fund is not in accordance with theseregulations and the scheme they shall forthwith take suchremedial steps as are necessary by them and shall immediatelyinform the Board of the violation and the action taken by them.

(14) Each trustee shall file the details of his transactions of dealingin securities with the Trust on a quarterly basis.

(15) The trustees shall be accountable for, and be the custodian of,the funds and property of the respective schemes and shallhold the same in trust for the benefit of the unit holders inaccordance with these regulations and the provisions of trustdeed.

(16) The trustees shall take steps to ensure that the transactions ofthe mutual fund are in accordance with the provisions of thetrust deed.

(17) The trustees shall be responsible for the calculation of anyincome due to be paid to the mutual fund and also of any incomereceived in the mutual fund for the holders of the units of anyscheme in accordance with these regulations and the trust deed.

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(18A)The trustees shall obtain the consent of the unitholders -

(a) whenever required to do so by the Board in the interest ofthe unitholders: or

(b) whenever required to do so on the requisition made bythreefourths of the unit holders of any scheme: or

(c) when the majority of the trustees decide to wind up orprematurely redeem the units: or

(18B)The trustees shall ensure that no change in the fundamentalattributes of any scheme or the trust or fees and expensespayable or any other change which would modify the schemeand affects the interest of unitholders, shall be carried outunless:-

(i) a written communication about the proposed change issent to each unitholder and an advertisement is given inone English daily newspaper having nationwide circulationas well as in a newspaper published in the language of theregion where the Head Office of the mutual fund is situated;and

(ii) the unitholders are given an option to exit at the prevailingNet Asset Value without any exit load.”

The fundamental attributes for the above clause are:

1) Type of scheme : An open ended income fund. MonthlyIncome is not assured and is subject to availability ofdistritutable surplus.

2) Investment Objective : The investment objective of theScheme will be to provide reasonable and regularincome along with possible capital appreciation to itsUnitholder.

3) Terms of the issue

Maximum recuring expenses On the first Rs 100 Crores2.25% of average daily net assets (also refer to para onannual recurring expenses on page 7 of the offerdocument.

Maximum Initial issue expenses upto 6% of the amount mobilised

(19) The trustees on a quarterly basis shall call for the details oftransactions in securities by the key personnel of the assetmanagement company in his own name or on behalf of theasset management company and shall report to the Board, asand when required.

Explanation:To comply with the requirement of sub-regulation (1) of regulation 18of the SEBI (Mutual Funds) Regulations, 1996, the trustees shallcall for the details of transactions in securities by the key personnelof the asset management company in their own name or on behalfof the AMC on a six monthly basis.

(20)The trustees shall quarterly review all transactions carried outbetween the mutual funds, asset management company andits associates.

(21) The trustees shall quarterly review the networth of the assetmanagement company and in case of any shortfall, ensure thatthe asset management company make up for the shortfall asper clause (f) of sub-regulation (1) of regulation 21.

(22) The trustees shall periodically review all service contracts suchas custody arrangements, transfer agency of the securities andsatisfy itself that such contracts are executed in the interest ofthe unitholders.

(23) The trustees shall ensure that there is no conflict of interestbetween the manner of deployment of its networth by the assetmanagement company and the interest of the unitholders.

(24) The trustees shall periodically review the investor complaintsreceived and the redressal of the same by the assetmanagement company.

(25) The trustees shall abide by the Code of Conduct as specified inthe Fifth Schedule.

(26) The trustees shall furnish to the Board on a half yearly basis:-

(a) a report on the activities of the mutual fund covering thedetail as prescribed by SEBI.

(b) a certificate stating that the trustees have satisfiedthemselves that there have been no instances of selfdealing or front running by any of the trustees, directorsand key personnel of the asset management company:

(c) a certificate to the effect that the asset managementcompany has been managing the schemes independentlyof any other activities and incase any activities of the naturereferred to in sub-regulation (2) of regulation 24 have beenundertaken by the asset management company and hastaken adequate steps to ensure that the interest of theunitholders are protected.

(27) The independent trustees referred to in sub-regulation (5) ofregulation 16 shall give their comments on the report receivedfrom the asset management company regarding theinvestments by the mutual fund in the securities of groupcompanies of the sponsor.

(28) Trustees shall exercise due diligence as under:

A. General Due Diligence

(i) the Trustees shall be discerning in the appointment of thedirectors on the Board of the asset management company.

(ii) Trustees shall review the desirability of continuance of theasset management company if substantial irregularitiesare observed in any of the schemes and shall not allowthe asset management company to float new schemes.

(iii) The trustees shall ensure that the trust property is properlyprotected, held and administered by proper persons andby a proper number of such persons.

(iv) The trustee shall ensure that all service providers areholding appropriate registrations from the Board orconcerned regulatory authority.

(v) The trustees shall arrange for test checks of servicecontracts.

(vi) Trustees shall immediately report to the Board of anyspecial developments in the mutual fund.

B. Specific Due Diligence:

The Trustees shall:(i) Obtain internal audit reports at regular intervals from

independent auditors appointed by the Trustees.

(ii) Obtain compliance certificates at regular intervals from theasset management company

(iii) Hold meeting of trustees more frequently.

(iv) Consider the reports of the independent auditor andcompliance reports of asset management company at themeetings of trustees for appropriate action.

(v) Maintain records of the decisions of the Trustees at theirmeetings and of the minutes of the meetings.

(vi) Prescribe and adhere to a code of ethics by the Trustees,asset management company and its personnel.

(vii) Communicate in writing to the asset management companyof the deficiencies and checking on the rectification ofdeficiencies.

(29) Notwithstanding anything contained in sub-regulations (1) to(25), the trustees shall not be held liable for acts done in goodfaith if they have exercised adequate due diligence honestly.

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(30) The independent directors of the trustees or asset managementcompany shall pay specific attention to the following, as may beapplicable, namely:

(i) the Investment Management Agreement and thecompensation paid under the agreement.

(ii) Service contract with affiliates – whether the assetmanagement company has charged higher fees thanoutside contractors for the same services.

(iii) Selection of the asset management company’sindependent directors.

(iv) Securities transactions involving affiliates to the extent suchtransactions are permitted.

(v) Selecting and nominating individuals to fill independentdirectors vacancies.

(vi) Code of ethics must be designed to prevent fraudulent,deceptive or manipulative practices by insiders inconnection with personal securities transactions.

(vii) The reasonableness of fees paid to sponsors, assetmanagement company and any others for servicesprovided.

(viii) Principal underwriting contracts and their renewals.

(ix) Any service contract with the associates of the assetmanagement company.

(31) No amendments to the trust deed shall be carried outwithout the prior approval of the SEBI and unitholders’approval would be obtained where it affects the interests ofthe unitholders.

Supervision over TAML:The Trustee Company monitors the activities of TAML on an ongoingbasis by having in place, a number of checks and balances andasking for various reports besides periodic review of the variousactivities of TAML. Specific amongst such systems is the periodicMIS reporting to be submitted by TAML at each Meeting of the Boardof Directors of the Trustee Company(held at least on a quarterly basis),which includes:1. NAV calculations, movement of Net Assets and Valuation matrix/

methodology.2. Balance sheet and Revenue & Expenditure Accounts3. Schemewise breakup of Industry Exposure in Equities/

Securities.4. Investments in Associate/Group Companies(alongwith

justification)5. Investment in Corporates who have invested in the Scheme.6. Companywise List of Investments7. Broker-wise transactions.

Besides, the quarterly compliance reports which are submitted byTAML to SEBI are also placed before the Board of Directors of theTrustee Company and discussed. Reports of the independent Internalauditors(currently M/s C.C.Chokshi & Co., Chartered Accountants,Mafatlal Centre, Backbay Reclamation, Mumbai 400 020)are sentdirectly to the Chairman of the Trustee Company and also placedbefore the Audit Commitee of Directors, who seek explanation andclarifications from TAML on the points brought out in the report andthereafter report the same to the main Board. Periodic declarationsare taken from the staff and Directors of TAML and placed before theBoard of Directors of the Trustee Company to peruse and to ascertainthat there have been no instances of self dealing or front running.Meetings of the Board of Directors of the Trustee Company areheld(atleast)once every quarter wherein atleast one independentDirector is required along with other Directors to form effectivequorum.

During the year ended October, 2004 there were six board meetingsof the Trustee Company.

Power to make rules:The Trustee company may, from time to time, as per provisions ofSEBI Regulations (with the prior permission from the Unitholders incase of change of fundamental attributes in accordance with Clause15 of Regulation18 of the SEBI (Mutual Funds) Regulations, 1996and otherwise to be in conformity with the SEBI Regulations or toreflect the change in rules and regulations generally applicable tomutual funds or trusts), prescribe such forms and make such rulesfor the purpose of giving effect to the provisions of the Scheme, withthe power to the Trustee Company/Asset Management Company toadd to, alter or amend all or any of the forms and rules that may beframed from time to time.

The trustees shall ensure that no change in the fundamental attributesof any scheme or the trust or fees and expenses payable or anyother change which would modify the scheme and affect the interestsof unitholders, shall be carried out unless :-

(i) a written communication about the proposed change is sent toeach unitholder and an advertisement is given in one Englishdaily newspaper having nationwide circulation as well as in anewspaper published in the language of the region where theHead Office of the mutual fund is situated; and

(ii) the unitholders are given an option to exit at the prevailing NetAsset Value without any exit load.

Power to remove difficulties:If any difficulty arises in giving effect to the provisions of the Scheme,the Trustee Company may take such steps which are not inconsistentwith these provisions, which appear to them to be necessary orexpedient, for the purpose of removing the difficulties.

VIII. INVESTMENT OBJECTIVE AND POLICIES

i. Investment Objective, Investment Strategy and RiskManagement:The investment objective of the Scheme will be to provide reasonableand regular income along with possible capital appreciation to itsUnitholder. The scheme will be invested in debt and money marketinstruments as well as equity and equity related instruments undernormal circumstances.

The corpus of the Scheme will be invested primarily In debt securitiessuch as non convertible portion of Convertible Debentures (khokas),Non Convertible Debentures, Securitised Debt (asset backedsecurities), Secured Premium Notes, Zero Interest Bonds, DeepDiscount Bonds, Floating Rate Bonds/Notes, Government Securitiesand Money Market Instruments like Call Deposit, Commercial Paper,Certificate of Deposit, Treasury Bills and short term debt instrumentsetc issued by various Corporates, Government - State and Central,Public Sector Undertakings. The Debt investments will comprise ofaround 95% investments in debt instruments. The balance portion ofaround 5% will be invested in Money Market Instruments.Notwithstanding the aforesaid, the proportion of investment in MoneyMarket Instruments could be increased to 100% of the funds raised/available/the total assets of the Scheme, consistent with SEBIGuidelines, to attain the Scheme objective, the intent being to protectthe Net Asset Value of the Scheme and Unitholders’ interest, besidesto also meet the temporary liquidity needs of the Scheme for thepurposes of repurchases or income distribution to the Unitholders.This investment strategy is for providing liquidity, preservation ofcapital besides long term moderate capital appreciation, and recurringincome to the Scheme.

The Scheme will purchase securities in public offerings and rightsissues, as well as those traded in the secondary market(s). Onoccasions, if deemed appropriate, the Scheme will invest in securitiessold directly by the Issuer, or acquired in a negotiated transaction.Nothwithstanding the aforesaid, the proportion of investment inprivately placed debentures, securitised debts and other unqouteddebt instruments could be increased by the Trustee Company/AssetManagement Company upto/around 80% of the funds raised/available/ the total assets of the Scheme, consistent with SEBIRegulations.

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However the above weightages may be changed in exceptionalcircumstances, depending on market conditions, by taking approvalof the Trustee Company. The main aim of such steps will be to protectthe interests of the unitholders.

The above investment policies are in conformity with the provisionsof various constitutional documents viz. MOA/ AOA of the TAML/Trustee Company, IMA and the Trust Deed.

The amounts collected under this Scheme are being invested onlyin transferable securities in the money market or in the capital market.As per SEBI (Mutual Funds) Regulations 1996, the Fund shall notmake any investments in any un-listed securities of associate/groupcompanies of the Sponsors. The Fund will also not make investmentin privately placed securities issued by associate/group companiesof the Sponsors.

ii. Investment Pattern and Risk ProfileUnder normal circumstances, the total assets of the Scheme, shall(after providing for all ongoing operational expenses) generally beinvested / the indicative asset allocation shall be as follows :

Proportion**% of funds available

Instrument Likely RiskAround Profile

Debt(Including Money Market)* 90-100 Low to Medium

Equity and Equity 0-10 Medium toRelated High

* Investment by the scheme in securitised debt, will not normallyexceed 50% of the net assets of the Scheme.

** At the time of investment

Investment in derivative instruments may be done for hedging andPortfolio balancing.

The Trustee Company may from time to time for a short term periodon defensive consideration invest upto 100% of the funds availablein Money Market Instruments, the primary motive being to protectthe Net Asset Value of the Scheme and protect unitholders interestsso also to earn reasonable returns on liquid funds maintained forredemption/repurchase of units.

The Trustee Company may from time to time for a short term periodunder exceptional circumstances on defensive consideration modify/alter the investment pattern / asset allocation the intent being toprotect the Net Asset Value of the Scheme & Unitholders interestswithout seeking consent of the unitholders.

Overview of Debt Market:The major players in the Indian Debt Markets are banks, financialinstitutions, insurance companies and mutual funds. Theinstruments in the market can be broadly categorized as thoseissued by corporate, banks, financial institutions and those issuedby state/central governments. The risk associated with anyinvestments are – credit risk, interest rate risks and liquidity risk.While corporate papers carry credit risk due to changing businessconditions, government securities are perceived to have zero creditrisk. Interest rate risk is present in all debt securities and dependson a variety of macroeconomic factors. The liquidity risk in corporatesecurities market is higher compared to those of governmentsecurities. Liquidity in the corporate debt market has been improvingdue to the entry of more players and due to various measures takenby the regulators in this direction over a period of time. SEBI’sdirective of a compulsory rating by a rating agency for any publicissuance over 18 months is a case in point. In times to come,dematerialization, entry of private insurance companies and growthof fixed income mutual funds are expected to enhance liquidity incorporate debt market.

Expected Yields on Debt SecuritiesIssuer Instrument Maturity Yields

GOI T-Bill 91 days 5.30-5.40

GOI T-Bill 364 days 5.60-5.70

GOI Short dated 1-3 yrs. 5.70-6.00

GOI Medium dated 3-5 yrs. 6.00-6.40

GOI Long dated 5-10 yrs. 6.40-6.95

Corporate AAA 1-3 yrs. 6.25-6.75

Corporate AAA 3-5 yrs. 6.75-7.25

Corporate CPs 3 months 5.25-5.60

Corporate CPs 1 year 6.00-6.25

iii. Trading in DerivativesSubject to SEBI (Mutual Fund) Regulations, 1996, the Scheme mayuse techniques and instruments such as trading in derivativeinstruments to hedge the risk of fluctuations in the value of theinvestment portfolio. The Scheme shall enter into derivativetransactions for the purpose of hedging and portfolio balancing. Inaccordance with the guidelines issued by the SEBI. Exposure toderivative instruments will be restricted to 50% of the assets of thescheme.A derivative is an instrument whose value is derived from the valueof one or more of the underlying assets which can be commodities,precious metals, bonds, currency, etc. Common examples ofDerivative instruments are Interest Rate Swaps, Forward RateAgreements, Futures, Options, etc.

The Scheme may use techniques and instruments such as tradingin derivative instruments to hedge the risk of fluctuations in the valueof the investment portfolio. A derivative is an instrument whose valueis derived from the value of one or more of the underlying assetswhich can be commodities, precious metals, bonds, currency, etc.Common examples of Derivative instruments are Interest Rate Swaps,Forward Rate Agreements, Futures, Options, etc. The Scheme maywrite (sell) and purchase call and put options in securities in which itinvests and on securities indices based on securities in which thescheme invests. Through the purchase and sale of futures contractsand related options on those contracts the Fund would seek to hedgeagainst a decline in securities owned by the Fund or an increase inthe prices of securities which the Fund plans to purchase. The Fundwould sell futures contracts on securities indices in anticipation of afall in stock prices, to offset a decline in the value of its equity portfolio.When this type of hedging is successful, the futures contract increasein value while the Fund’s investment portfolio declines in value andthereby keep the Fund’s net asset value from declining as much as itotherwise would. Similarly, when the Fund is not fully invested, andan increase in the price of equities is expected, the Fund wouldpurchase futures contracts to gain rapid market exposure that maypartially or entirely offset increase in the cost of the equity securitiesit intends to purchase.

Example 1. Hedging against an anticipated rise in equity pricesThe scheme has a corpus of Rs.100 crores and has invested Rs.85crores in equity and still has a cash of Rs.15 crores available toinvest. The Fund may buy index futures of a value of Rs.15 crores.The scheme may reduce the exposure to the future contract by takingan offsetting position as investments are made in the equities thescheme wants to invest in. Here, if the market rises, the schemegains by having invested in the index futures.

Event Gain/(Loss) Gain/(Loss) Overall Gain/from from (Loss) toderivative cash market Schemeposition position

5% rise in 15 * 5% = 85 * 5% = Rs. 5 croresequity price Rs. 0.75 crs Rs. 4.25 Crs

5% fall in 15 * 5% = 85 * 5% = (Rs. 5 crores)equity price (Rs. 0.75 crs) (Rs. 4.25 Crs)

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Example 2:- Hedging against anticipated fall in equity prices:-

If the Fund has a negative view on the market and would not like tosell stocks as the market might be weak, the scheme of the Fundcan go short on index futures. Later, the scheme can sell the stocksand unwind the future positions. A short position in the future wouldoffset the long position in the underlying stocks and this can curtailpotential loss in the portfolio.

For eg. the scheme has a corpus of Rs.100 crores and is fully investedin equities. If fund manager wishes to reduce the equity exposure toRs. 80 crores in a short time, he would sell index future contracts ofRs. 20 crores.

Event Gain/(Loss) Gain/(Loss) Overall Gain/from from (Loss) toderivative cash market Schemeposition position

5% fall in 20 * 5% = 80 * 5% = (Rs. 3 crores)equity price Rs. 1 crs (Rs. 4.00 Crs)

5% rise in 20 * 5% = 80 * 5% = Rs. 3 croresequity price (Rs. 1 crs) Rs. 4 Crs

The scheme may use derivative instruments like Interest Rate Swaps,Forward Rate Agreements or such other derivative instruments asmay be introduced from time to time and as may be permitted underthe SEBI (Mutual Fund) Regulations.

Interest Rate Swaps: An Interest Rate Swap is an agreementwhereby two parties agree to exchange periodic interest payments.The amount of interest payments exchanged is based on somepredetermined principal, called notional principal amount. The amounteach counterparty pays to the other upon periodic interest ratemultiplied by the notional principal amount. The only amount that is

exchanged between the parties is the interest payment, not thenotional principal amount.

Example : IRS (Intrest Rate Swaps)Assuming the Scheme is having 10% of the portfolio in cash. Thefund manager has a view that the interest rate scenario is soft andcall rates are unlikely to spurt over the next three months. The fundmanager would therefore prefer to receive a higher rate of return onhis cash, which he is lending in the overnight call market. In otherwords, he would like to move to a 91 days fixed interest rate fromovernight floating rate.

Say Notional Amount : Rs. 2 croresBenchmark : NSE MIBORTenor : 91 DaysFixed Rate : 10.25%At the end of 91 days;

The Scheme pays : compounded call rates for 91 days is 9.90%TMF receives : Fixed rate at 10.25% for 91 days.

In practice, however the difference of the two amounts is settled. Herethe Scheme receives Rs. 2,00,00,000 x 0.35% x91 / 365 =Rs.17,452.

The players in IRS are scheduled commercial banks, primary deal-ers, corporate, mutual funds and All India Financial Institutions.

Forward Rate Agreements (FRA): This is an agreement betweentwo counterparties to pay or to receive the difference between anagreed fixed rate (the FRA rate) and the interest rate prevailing on astipulated future date based on the notional amount, for an agreedperiod.

The interest rate benchmarks that are commonly used for floatingrate in interest rate swaps are those on various Money MarketInstruments. In Indian markets, the benchmark most commonly usedis MIBOR.

Exposure to DerivativesThe scheme will have a maximum derivative net position of 50% of the net assets of the scheme. The limits on equity derivatives exposureper scrip / instrument and derivative positions are given below:

Sr. Derivative Action Description Limit

1 Index futures Buy Buy futures against cash to protect To the extent of cash / equivalents in the portfolio.against rising market Max limit (50%) of portfolo

2 Index futures Sell Hedging of portfolio against expected Up to (50%) of equity portion of the fundmarket downlum

3 Index futures - Call Buy Buy index calls against cash (existing / To the extent of cash/equivalents in the portfolio.expected to protect against rising market Max. limit (50%) of portfolio

4 Index Options - Call Sell Covered Call Sale-against existing portfolio Up to (50%) of equityportion of the fund

5 Index Options - Put Buy Buy index puts to hedge existing portfoliio Up to (50%) of equity portion of the fund

6 Index Options - Put Sell Covered Put Sale-Possible top sell index To the extent of cash/equivalents in the portfolio.puts against existing / expected cash Max. limit (50%) of portfolio;

7 Stock futures Buy Buy against cash to protect against To the extent of cash/equivalents in the portfolio.rising share prices Max. limit (50%) of portfolio; per scrip limit (100%)

8 Stock futures Sell Sell against existing stock - Hedging To the extent of the particular scrip holding in theagainst downside on existing stock in portfolio; per scrip limit (100%)the face of expected volatility in the price

9 Stock options - Call Buy Buy against cash to protect against To the extent of cash/equivalents in the portfolio.rising share prices Max. limit (50%) of portolio; per scrip limit (100%)

10 Stock options - Call Sell Sell against existing stock To the extent of the particular scrip holding in thepartfolio; per scrip limit (100%)

11 Stock option - Put Buy Purchase against existing stock. To the exent of the particular scrip holding in theHedging against downside on existing portfolio; per scrip limit (100%)stock in the face of expected volatilityin the stock price

12 Stock options - Put Sell Covered Put Sale against cash To the extent of cash/equivalents in the portfolio.Max. limit (50%) of portifoli; per scrip limit (100%)

Note : The per scrip limit disclosed above is as a % of the holding in the scrip and not as a % of the portfolio of the Scheme.

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Risks associated with DerivativesDerivative products are specialised instruments that requireinvestment techniques and risk analysis different from thoseassociated with stocks and bonds. Derivatives require themaintenance of adequate controls to monitor the transactions enteredinto, the ability to access the risk that a derivative add to the portfolioand the ability to forecast price of interest rate movements correctly.There is a possibility that a loss may be sustained by the portfolio asa result of the failure of another party (usually referred to as the“counterparty”) to comply with the terms of the derivatives contract.Other risks in using derivatives include the risk of mis-pricing orimproper valuation of derivatives and the inability of derivatives tocorrelate perfectly with underlying assets, rates and indices.

iv. Portfolio Turnover

The portfolio will consist of both debt as well as equity as explainedin the clause investment pattern and risk profile. The portfolio turnoverrates are explained as follows:

A) Debt Investment

The portfolio will consist of both Money Market Instruments aswell as debt instruments as explained in the clause Investmentpattern and risk profile.

The Asset Management Company will invest in securities of shortermaturities to maintain liquidity and also in longer term maturityinstruments so as to give a higher return to the Unitholder.

As part of the fund management exercise, the Trustee Companymay permit the use of any investment techniques (includingderivatives) and instruments that may be permitted and / or thatmay become permissible under SEBI / RBI Regulations and / orany statutory modification or re-enactment thereof.

Fixed income analysis involves reviewing expected spreads, anassessment of fair value of appropriate benchmarks, besidesanalysing the yield curve as to duration, cycle effects, creditdifferences, etc. The analysis of expected spreads, yield curve, etc.results into holding-period return analysis. The Asset ManagementCompany will invest in securities of shorter or longer maturity at itsdiscretion. However, given the lack of depth in the domestic debt/money market, the emphasis is likely to be in favour of shortermaturities.

Pursuant to Schedule IX read with Regulation 50 of the SEBI (MutualFunds) Regulations 1996, the cost of investments acquired orpurchased shall include brokerage, stamp, charges and any othercharge customarily included in the broker’s bought note while thesale proceeds of investments sold or redeemed shall be net ofbrokerage, stamp charges and any other charge customarilyincluded in the broker’s sale note. Therefore, brokerage, stampcharges and any other charge customarily included in broker’s noteshall form part of the purchase or the sale value of investment,including value of the portfolio securities owned by the Scheme,and the resultant portfolio turnover rate.

The portfolio turnover rates as indicated above are only an indicationof the Scheme’s potential performance in the market environmentexisting as of the date of this Offering Circular based on theinvestment objectives and policies of the Scheme and as such thereis no guarantee that this portfolio turnover rates can be achieved.The expected spreads of the securities are based on the currentyield / maturity values of the instruments, which may change fromtime to time depending upon the factors affecting capital marketssuch as price and volume, volatility in the stock markets, interestrates, currency exchange rates, foreign investment, changes ingovernment and Reserve Bank of India policy, taxation, political,economic or other developments and closure of the stockexchanges.

Equity InvestmentThe funds available will be invested in companies which areextensively researched. The fund while at all times emphasizing along term investment approach will also undertake trading with a

view to booking short term profits depending on market conditions,The overall portfolio turnover rate is expected to be 80% - 100% forthe equity portfolio so as to achieve the optimum balance betweenlong term investing and short term profit booking.

v. Change in Investment PatternThe Trustee Company may from time to time modify the investmentstrategy and pattern provided such modification is in accordancewith the Scheme objective and SEBI (Mutual Funds) Regulations,1996, and as amended from time to time including by way of Circulars,Press Releases, or Notifications issued by SEBI or the Governmentof India to regulate the activities and growth of Mutual Funds, theintent being to protect the Net Asset Value of the Scheme andUnitholders’ interest.

vi. Restrictions on Investments (as per schedule 7 of SEBIRegulations 1996)

1. A mutual fund scheme shall not invest more than 15% of itsNAV in debt instruments issued by a single issuer which arerated not below investment grade by a credit rating agencyauthorised to carry out such activity under the Act. Suchinvestment limit may be extended to 20% of the NAV of thescheme with the prior approval of the Board of Trustees and theBoard of asset management company.

Provided that such limit shall not be applicable for investmentsin government securities and money market instruments.Provided further that investment within such limit can be madein mortgaged backed securitised debt which are rated not below investment grade by a credit rating agency registered withthe Board.”

1A. A mutual fund scheme shall not invest more than 10% of itsNAV in unrated debt instruments issued by a single issuer andthe total investment in such instruments shall not exceed 25%of the NAV of the scheme. All such investments shall be madewith the prior approval of the Board of Trustees and the board ofasset management company.

Debentures irrespective of any residual maturity period (above orbelow 1 year) shall attract the investment restrictions as applicablefor debt instruments as specified under clause 1 and 1A above.

2. No Mutual Fund under all its Schemes should own more than10% of the Companies paid-up capital carrying voting rights.

3. Transfers of investments from one scheme to another schemein the same mutual fund shall be allowed only if:-

(a) such transfers are done at the prevailing market price forquoted instruments on spot basis.

Explanation- “ spot basis” shall have same meaning asspecified by stock exchange for spot transactions.

(b) the securities so transferred shall be in conformity with theinvestment objectivee of the scheme to which such trans-fer has been made.

4. A scheme may invest in another scheme under the same assetmanagement company or any other mutual fund without charging any fees, provided that aggregate interscheme investmentmade by all schemes under the same management or inschemes under the management of any other asset management company shall not exceed 5% of the net asset value ofthe mutual fund.

5. The initial issue expenses in respect of any scheme may notexceed six per cent of the funds raised under that scheme.

6. The initial issue expenses in respect of any scheme may notexceed six per cent of the funds raised under that scheme.

7. Every mutual fund shall buy and sell securities on the basis ofdeliveries and shall in all cases of purchases, take delivery ofrelative securities and in all cases of sale, deliver the securities

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and shall in no case put itself in a position whereby it has tomake short sale or carry forward transaction or engage in badlafinance.

Provided that mutual funds shall enter into derivatives transactions in a recognised stock exchange for the purpose of hedgingand portfolio balancing, in acceptance with the guidelines issuedby the Board

8. Every mutual fund shall, get the securities purchased or transferred in the name of the mutual fund on account of the concerned scheme, wherever investments are intended to be oflong term nature.

9. Pending deployment of funds of a scheme in securities in termsof investment objectives of the scheme a mutual fund can in-vest the funds of the scheme in short term deposits of scheduled commercial banks.

10. No mutual fund scheme shall make any investment in;

a) any unlisted security of an associate or group company ofthe sponsor; or

b) any security issued by way of private placement by anassociate or group company of the sponsor; or

c) the listed securities of group companies of the sponsorwhich is in excess of 25% of the net assets of theschemes.

11. No Mutual Fund Schemes shall invest more than 10% of itsNAV in the equity shares or equity related instruments of anyCompany.

12. A Mutual Fund shall not invest more than 5% of its NAV in unlisted equity shares or equity related instruments in case ofopen ended schemes.

vii. Investment by the Fund and the Asset Management CompanyThe Scheme may invest in another Scheme under the managementof AMC or of any other Asset Management Company. The aggregateIntersceme investment by TMF under all its Schemes (includingthe present Scheme) taken together, in another Scheme managedby AMC or in any other Scheme of any other Mutual Fund, shall notbe more than 5% of the net asset value of the Fund. AMC may, onan ongoing basis invest, in Units of the Funds / Schemes / Plans inTMF (the existing Funds / Schemes / Plans including the presentScheme and others from time to time). AMC shall not charge anyfees on the investment by the Scheme in another Scheme underthe management of AMC or of any other Asset ManagementCompany and also on its (AMC’s) own investment in Units of theFunds / Schemes / Plans in TMF.

The objective of the Scheme in investing in Schemes of TMF orany other Mutual Fund will be primarily to gain better yields in theshort term as compared to other short term instruments in the moneymarket.

viii. Securities LendingThe Fund may enter into securities lending agreements in respect ofupto 50% of the total net assets of the Scheme. The Fund may enterinto an agreement with the “approved intermediary” for depositingthe securities for the purpose of lending through the “approvedintermediary” on satisfactory terms as to security. The total obligation/ exposure as regards depositing of securities for the purpose oflending through any one single “approved intermediary” shall notexceed 50% of the total net asset value of the Scheme. Collateralmust be obtained by the “approved intermediary” for the lendingtransaction and this collateral must exceed in value, the value of thesecurities lent. The collateral can be in the form of cash, bankguarantee, Government Securities or Certificate of Deposits or othersecurities as may be agreed upon with the “approved intermediary”.Securities lending may be undertaken by Mutual Funds as “lender”as per the Securities Lending Scheme, 1997, in accordance with

Regulation 44 (4) of SEBI (Mutual Funds) Regulations 1996. Forpotential risks please refer to clause on “Securities Lending Risks”under Risk factors.

ix. Borrowing by the Mutual FundIn accordance with Regulation 44(2) of the SEBI (Mutual Funds)Regulations, 1996, to meet the temporary liquidity needs of theScheme for the purposes of Redemptions or income distribution tothe Unitholders, the Fund / Scheme may borrow from any BodyCorporate including AMC and Commercial Banks, not more than20% of the net assets of the Scheme on satisfactory terms as tointerest, security and collateral without encumbering its assets. Theduration of such a borrowing shall not exceed a period of six months.

x. Fundamental AttributesPlease note that the following are the fundamental attributes of thescheme:

1. Structure and Type of Scheme:An open ended income fund. Monthly Income is not assuredand is subject to availability of distritutable surplus.

2. Scheme:

Tata Monthly Income Fund is a separate and distinct Schemewithin Tata Mutual Fund representing interests in a definedportfolio of assets and liabilities.

3. Investment Objective:

The investment objective of the Scheme will be to providereasonable and regular income along with possible capitalappreciation to its Unitholder.

4. Investment Pattern and Risk Profile :

Proportion**% of funds available

Instrument Likely RiskAround Profile

Debt(Including Money Market)* 90-100 Low to Medium

Equity and Equity 0-10 Medium toRelated High

* Investment by the scheme in securitised debt, will not normallyexceed 50% of the net assets of the Scheme.

** At the time of investment

5. Offer Price:Offer of units of face value Rs 10/- each at NAV based resaleprice with applicable load.

6. Minimum Application:Monthly Income Option : Rs. 25,000/- and in multiples ofRe.1/- thereafter.

Quarterly Income Option : Rs. 25,000/- and in multiples ofRe.1/- thereafter.

Appreciation Option : Rs. 10,000/- and in multiples of Re.1/-thereafter.

Additional Investment by existing unit holders :

Monthly Income Option and Quarterly Income Option :Rs. 5000/- & in multiples of Re 1/- thereafter

Appreciation Option :Rs. 1000/- & in multiples of Re. 1/- thereafter

7. Minimum Balance to be maintained by the Unitholder:Monthly Income Option : The fund may, at its discretion requirea Minimum Account balance of Rs. 25,000/- and / or 2,500units.

Quarterly Income Option : The fund may, at its discretion requirea Minimum Account balance of Rs. 25,000/- and / or 2,500units.

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Appreciation Option : The fund may, at its discretion requirea Minimum Account balance of Rs. 10,000/- and / or 1,000units.

8. Repurchase/ Resale / Switch / Listing:

Repurchase/ Resale is at Net Asset Value (NAV) related priceswith repurchase/ resale loads as applicable (within limits) asspecified under SEBI Regulations 1996, the repurchase priceshall not be lower than 93% of the NAV, the sale price willnot be higher than 107% of the NAV and further that thedifference between the sale and repurchase price shall not exceed7% calculated on the sale price.

Listing is not envisaged as the Scheme is an open-endedScheme, with the Fund providing for sales and repurchase ona continuous basis.

The trustees shall ensure that no change in the fundamentalattributes of any scheme or the trust or fees and expensespayable or any other change which would modify the schemeand/or affect the interest of unitholders, shall be carried outunless:-

(i) a written communication about the proposed change issent to each unitholder and an advertisement is given in oneEnglish daily newspaper having nationwide circulation as wellas in a newspaper published in the language of the region wherethe Head Office of the mutual fund is situated; and

(ii) the unitholders are given an option to exit at the prevailingNet Asset Value without any exit load.”

IX. MANAGEMENT OF THE FUNDi. The Asset Management CompanyConstitutionThe Trustee Company has appointed TAML as the AssetManagement Company for TMF. The shareholders of TAML are TSL,TICL. TAML has entered into an Investment Management Agreementdated 9th May, 1995 with TTCPL, pursuant to which TAML will runthe operations of TMF and manage the assets of TMF’s Schemes.TAML is a Company incorporated under the Companies Act, 1956on 15th March 1994 and was approved to act as an AssetManagement Company for TMF by SEBI on 30th June, 1995. Thenetworth of TAML as on October 31, 2004 is about Rs.47.95 crores.TAML is currently managing twenty one open-ended Schemes, thedetails of which are stated in the clause on “Previous Schemes ofTata Mutual Fund & Condensed Financial Information”. The AssetManagement Company shall be entitled to fees as stated in theclause on “Investment Management Fee”. The appointment of TAMLas the Asset Management Company can be terminated with theapproval of SEBI and upon resolution by the Trustee Company, orby 75% of the Unitholders of the Scheme.

The members of the Board of Directors of Tata Asset ManagementLimited are :

Mr. F. K. Kavarana (Chairman), Address: Tata Sons Limited, BombayHouse, 24, Homi Modi Street, Mumbai 400 001, Status: Associate,Occupation: Company Director, Other Directorships : ChairmanTata Projects Limited, Tata AIG Life Insurance Co. Limited, Tata AIGGeneral Insurance Co. Limited, Exegenix Canada Inc., Sitel IndiaLimited, Tata Tea Inc., Tatatech Inc., Tata America International Cor-poration, Inter Consumer Goods AG, Executive Chairman TataInfotech Limited, Vice Chairman Tata International AG, Tata AG,Tata Enterprises (Overseas) AG, Tata Enterprises Overseas Limited,Tata Limited, Director Tata Sons Limited, Tata Industries Limited,Tata Tea Limited, Titan Industries Limited, Trent Limited, Akzo NobelCoatings India Private Limited, Sika Properties Private Limited, TataOverseas Development Company Limited, Tata OverseasDevelopment Company (UK) Limited, Tata Consultancy ServicesFrance S.A., Tata Consultancy Services Deutschland Gmbh, TataConsultancy Services Netherlands B.V.,Teknosoft S.A., QUARTZ

Software Technology AG, TKS – Banking Solutions SA, Tata PrecisionIndustries (Pte) Limited, Tata Technologies Pte Limited, Tata Tech-nology Investments (Pte) Limited, Tata Projects (Malaysia) Sdn. Bhd.,Titan International Marketing Limited, Titan International Holdings B.V., Titan International Investments B.V., ELXSI Corporation, St. JamesCourt Hotel Limited, GIP Consulting SA, Tetley Group, ConsilienceTechnologies,

Mr. S. S. Marathe (Director), Address: “Vinay”, 9, Sahajeevan Co-op Hsg. Society, Off. Ganeshkhind Road, Pune – 411 007, Status:Independent, Occupation: Economist, Other Directorships :Chairman Life & General Associates (Pvt) Limited, SyniseTechnologies Pvt. Limited, GDA Trustee and Consultancy PrivateLimited, Vice Chairman Sandvik Asia Limited, Director AutomotiveAxles Limited, Bajaj Tempo Limited, Bharat Forge Limited, DeepakFertilisers & Petrochemicals Corporation Limited, Finolex IndustriesLimited, Larsen and Toubro Limited, Futura Polyesters Limited,Kirloskar Brothers Limited, Mandovi Pellets Limited, Pan Gulf GroupLimited, Channel Islands, Kinetic Motors Limited, Ultra Tech ChemCo Ltd. Other Memberships : Former Economic Adviser to theGovernment of India, India’s former Alternate Executive Director onthe International Monetary Fund, Washington, Former Minister forEconomic and Commercial Affairs, Embassy of India, Washington,Former Chairman, Bureau of Industrial Cost & Prices, FormerSecretary to the Government of India, Ministry of Industry.

Mr. M. L. Apte (Director), Address: Apte Amalgamations Ltd., 14A –The Club, Near Mangal Anand Hospital, Swastik Park, Chembur,Mumbai 400 071, Status: Independent, Occupation: Industrialist,Other Directorships : Chairman & Managing Director Apte Amal-gamations Limited, Director Bajaj Hindustan Limited, Kulkarni PowerTools Limited, Lintas India Private Limited, The Bombay BurmahTrading Corporation Limited, New Phaltan Sugar Works Limited,Standard Industries Limited, The Raja Bahadur Poona Mills Limited,Grasim Industries Limited, Zodiac Clothing Company Limited, Dr.Writer’s Food Products Private Limited.

Mr. A. Hasib (Director), Address : A/42, Ocean Gold, Twin TowersRoad, Bombay Bank Compound, Prabhadevi, Mumbai - 400 025.Status: Independent, Occupation: Company Director OtherDirectorships : Director Al - Baraka Finance & Investment CompanyLimited, Other Memberships : Former Executive Director - RBI,Consultant - National Bank for Agriculture and Rural Development,Consultant - World Bank, Consultant - UNDP, Former I.M.F. Adviser- Central Bank of Iraq, Former I.M.F. Adviser - Reserve Bank of Fiji,Author of a few books and a number of articles on Economic Policy.

Mr. Ved Prakash Chaturvedi (Managing Director), Address : TataAsset Management Limited, Fort House, 221 Dr D. N. Road, Mumbai400001. Status : Associate, Occupation : Company Executive,Director : Association of Financial Planners.

Duties and Obligations of TAML(1) The asset management company shall take all reasonable steps

and exercise due diligence to ensure that the investment of fundspertaining to any scheme is not contrary to the provisions ofthese regulations and the trust deed.

(2) The asset management company shall exercise due diligenceand care in all its investments decisions as would be exercisedby other persons engaged in the same business.

(3) The asset management company shall be responsible for theacts of commissions or omissions by its employees or theirpersons whose services have been procured by the assetmanagement company.

(4) The asset management company shall submit to the trusteesquarterly reports of each year on its activities and the compliancewith these regulations.

(5) The trustees at the request of the asset management companymay terminate the assignment of the asset managementcompany at any time:

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Provided that such termination shall become effective only afterthe trustees have accepted the termination of assignment andcommunicated their decision in writing to the asset managementcompany.

(6) Notwithstanding anything contained in any contract or agreementor termination, the asset management company or its directorsor other officers shall not be absolved of liability to the mutualfund for their acts of commission or omissions, while holdingsuch position or office.

(7) (a) An asset management company shall not through anybroker associated with the sponsor, purchase or sellsecurities, which is average of 5% or more of the aggregatepurchases and sale or securities made by the mutual fundin all its schemes.

Provided that for the purpose of this sub-regulation,aggregate purchase and sale of securities shall excludesale and distribution of units issued by the mutual fund.

Provided further that the aforesaid limit of 5% shall applyfor a block of any three months

(b) An asset management company shall not purchase or sellsecurities through any broker [ other than a broker referredto in clause (a) of sub-regulation (7)] which is average of5% or more of the aggregate purchases and sale ofsecurities made by the mutual fund in all its schemes,unless the asset management company has recorded inwriting the justification for exceeding the limit of 5% andreports of all such investments are sent to the trustees ona quarterly basis.

Provided that the aforesaid limit shall apply for a block ofthree months.

(8) An asset management company shall not utilise the services ofthe sponsor or any of its associates, employees or their relatives,for the purpose of any securities transaction and distributionand sale of securities:

Provided that an asset management company may utilise suchservices if disclosure to that effect is made to the unit holdersand the brokerage or commission paid is also disclosed in thehalf yearly annual accounts of the mutual fund.

Provided further that the mutual funds shall disclose at the timeof declaring half-yearly and yearly results:

(i) any underwriting obligations undertaken by the schemesof the mutual funds with respect to issue of securities ofassociate companies.

(ii) Devolvement, if any;

(iii) Subscription by the schemes in the issues lead managedby associate companies.

(iv) Subscription to any issue of equity or debt on privateplacement basis where the sponsor or its associatecompanies have acted as arranger or manager.

(9) The asset management company shall file with the trustees thedetails of transactions in securities by the key personnel of theasset management company in their own name or on behalf ofthe asset management company and shall also report to theBoard, as and when required by the Board. Such reporting tothe Board and Trustee Company shall be made every quarter.

(10) In case the asset management company enters into anysecurities transactions with any of its associates a report tothat effect shall be sent to the trustees at its next meeting.

(11) In case any company has invested more than 5 per cent of thenet asset value of a scheme, the investment made by thatscheme or by any other scheme of the same mutual fund inthat company or its subsidiaries shall be brought to the noticeof the trustees by the asset management company and bedisclosed in the half yearly and annual accounts of the respectiveschemes with justification for such investment provided thelatter investment has been made within one year of the date ofthe former investment calculated on either side.

(12) The asset management company shall file with the trusteesand the Board :-(a) detailed bio-data of all its directors alongwiththeir interest in other companies within fifteen days of theirappointment ;and (b) any change in the interests of directorsevery six months.(c) a quarterly report to the trustees givingdetails and adequate justification about the purchase and saleof the securities of the group companies of the sponsor or theasset management company as the case may be, by the mutualfund during the said quarter."

(13) A statement of holdings in securities of the directors of the assetmanagement company shall be filed with the trustees with thedates of acquisition of such securities at the end of each financialyear.

(14) The asset management company shall not appoint any personas key personnel who has been found guilty of any economicoffense or involved in violation of securities laws.

(15) The asset management company shall appoint registrars andshare transfer agents who are registered with the Board.Provided if the work relating to the transfer of units is processedin-house, the charges at competitive market rates may bedebited to the scheme and for rates higher than the competitivemarket rates, prior approval of the trustees shall be obtainedand reasons for charging higher rates shall be disclosed in theannual accounts.

(16) The asset management company shall abide by the Code ofConduct as specified in the Fifth Schedule.

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ii. Key Employees of the AMC and relevant experience (All key employees are based in Mumbai)

Employee Age Designation Qualifications Total Type & Nature of ExperienceExp.(yrs.) Assignments held during the last 10 yrs

Ved Prakash Chaturvedi 39 Managing BE (Engg), 13 yrs. Upto June 1992 – Rating Analyst at CRISIL,Director PGDM (IIM – Reporting to Chief Rating Officer. June 1992 to

Bangalore) December 1994 – Manager at BNP, Looking afterManagement of debt exposure to large corporates- Reporting to General Manager December 1994to August 1998 - Head of Research and FundManager at Sun F&C AMC Ltd. reporting to CIO.August 1998 to November 1999 – Chief InvestmentOfficer at SBI Funds Management Ltd. - Reportingto MD December 1999 to January 2002 – ChiefExecutive of Cholamandalam AMC Ltd. (formerlyCholamandalam Cazenove AMC Ltd.) Reportingto Board of Directors.January 2002 onwards – at TAML as ChiefExecutive Officer of the company appointed asManaging Director with effect from October 2004. He isthe overall incharge of the Company.

Hormuz A Bulsara 41 Sr. Vice F. C. A., F. C. S., 16 yrs. Upto May 1994 – Senior Manager atPresident F. I. C. W. A., Cadbury India Ltd., in various capacities such(Finance) & B. Com (Hons), as Commercial Manager, Head Internal Audit andCompany LL. B Business Quality Facilitator. - Reporting to:Secretary Executive Director (Fin.) & Company Secretary.

June 1994 Upto date – At TAML - Asthe Chief Operating Officer he looks after the ,Compliance Finance, Systems, Marketing,Investor Services and Administrative functions ofthe Fund. He has been involved in the setting upof the Tata Mutual Fund since its inception andhas contributed in the setting up of thevarious systems, compliance procedures andcontrols. - Reporting : Managing Director.

Isaac C Jacob 51 Vice MA (Econ), 25 years From June 1992 to Dec. 1994 : Account PlaningPresident & Masters in Director at HTA - Reporting to Senior VP & GMHead Marketing from Jan. 1995 to April 2001 : Senior VP with SSCMarketing Mgmt, Dip in & B Lintas - reporting to President. From May 2001

Advertising. to June 2002 : President Fortune Communication(JWT subsidiary) - reporting to Board of Directors.July 2002 to Dec. 2002: President (BusinessDevelopment) with Interlink Consultancy report-ing to Board of Directors.Jan 2003 to date – TAML as Vice President & headof Marketing and reporting to the Managing Director.

Latha Rajaraman 47 First Vice B. Sc, CAIIB 23 yrs. Upto June 1995 – Officer with CanbankPresident Investment – Management Services Ltd., inInvestor various departments such as Custody andServices Investor Services Departments. Reporting : Head

Investor Services.July 1995 to date – Has been directly interfacingwith various investors at the corporate and retail leveland looks after Registrar and Investor relatedcompliance matters - Reporting to Managing Director.

S. Sankaranarayanan 36 Vice CFA, MMS (Fin), 9 yrs. From August 1993 to March 1994:(Fund Manager for President & B. Sc. Tech. After completion of management course workedthe current scheme) Head Equity with Essar Ltd. as Management Trainee. Reporting

to : Vice President (Commercial).April 1994 to date – At TAML - Has a good exposureintechnical and financial appraisals of Companies/ Industries, Has also had fund managementtraining with the UK based Kleinwort BensonInternational Summer Programme. Currently thefund manager for Tax Saving Fund, PureEquity Fund and Tata Equity Opportunities Fund,Tata Life Sciences & Technology Fund, TataIncome Fund, Tata MonthlyIncome Fund, TataFixed Horizon Fund, Tata Income Plus Fund, TataGilt Securities Fund, Tata Short Term Bond Fund,Tata Liquid Fund, Tata Floating RatingFund, Tata MIP Plus Fund. Tata Growth Fund, Tata EquityP/E Fund, Tata Select Equity Fund and Tata Dividend YieldFund. Reporting to Managing Director/CIO from time to time.

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Employee Age Designation Qualifications Total Type & Nature of ExperienceExp.(yrs.) Assignments held during the last 10 yrs

Murthy Nagarajan 35 First Vice M.COM, 9 years 1991 to 1994- worked in UTI in the Accounts(Fund Manager for President & PGPMS Department - Reporting to Manager 1996- 1999the current scheme) Head worked in PNB Gilts Ltd as Asst. Vice President

Fixed Income in the Investment Department Reporting to SeniorVice President.1999- to date : Working with TAML in the InvestmentDepartment as the Fund Manager for Tata IncomeFund, Tata Monthly Income Fund, Tata Fixed HorizonFund, Tata Income Plus Fund, Tata Gilt SecuritiesFund, Tata Short Term Bond Fund, Tata Liquid FundTata Floating Rating Fund , Tata MIP Plus FundReporting, to Managing Director /CIO from time to time.

Upesh K. Shah 35 General CA, ICWA, 9 years From May 1994 to May 1995 with C. C.ChokshiManager B.Com. & Co. Chartered Accountants as Jr. AuditCompliance Manager - Reporting to Partner

June 1994 to July 1996 with M R P L as AccountsOfficer- Reporting to Dy. General Manager -Finance, August 1996 to March 2003 with IDBI-Principal Asset Management Company Limitedas Compliance Officer- Reporting to CEO.April 2003 till date with TAML as General ManagerCompliance – reporting to the Managing Director.

Raghav Iyengar 36 Vice BCom., ACA, 9 years Jan 94 to Sept. 95 Manager- Project Finance atPresident & Grad. CWA Kanoria Plaschem, involved project funding,Head reporting to Director Oct 95 to June 97 AssociateInstitutional Manager, VCK Capital Markets Ltd, marketingSales Financial products, reporting to General Manager

July 97 to March 98 Sr. Manager, DSPMerrill Lynch Ltd Marketing Financial products,reporting to Executive Director April 98 to August2000 Associate Vice President, Prudential ICICIAsset Management, mutual fund sales reportingto SVP & Head – Sales September 2000 to June2002 Head - Marketing, JF Asset Management -Mutual Fund sales, reporting to Director.July 2002 to date Vice President & Head -Institutional Sales at TAML is responsible for salesstrategy and managing sales channels & sales tolarge investors. Reporting to the Managing Director.

Abhay Nagar 31 Vice MBA (Finance), 7 years From September 1995 to August 2002: RRPresident & B.Com(Hons.) Financial Consultants Ltd in various capacitiesHead such as Head of Mutual Fund Desk, RegionalRetail Sales Head (west), Astt Vice President- Retail

Distribution and Vice President & All IndiaHead(Sales and Distribution) - reporting toManaging Director.September 2002 upto date - joined TAML asRegional Head (North) and presently serving asVice President & Head of Retail Sales- reporting toManaging Director.

Venugopal M. 33 General MBA (Finance) 9 yrs. Dec’93-June’95 – With a Member, MumbaiManager - BSC Stock Exchange.Investments (Mathematics) Worked as Equity Research Analyst to identify

investment opportunities in the capital market,covering several sectors.July 1995 till date – Tata Asset Management.Currently the Fund Manager for Tata BalancedFund, Tata Young Citizens Fund and TataIndex Fund (Sensex and Nifty options). Alsoholds the position of Head, Research, directingand co-ordinating all research activities of theteam. Has good exposure to large number ofindustries and companies having donefundamental research over the years. Gainedgood understanding of the stock market havingworked as dealer in Tata Mutual Fund for abouttwo years. Have cleared the certification examof the BSE Training Institute, for participating inthe derivatives market.

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Fund Management :The People :The investment operations of the schemes (including this scheme)of Tata Mutual Fund are managed by TAML’s investment team,comprising six people (excluding dealing personnel). Theprofessionally qualified Fund Management Team members (describedin greater detail above) are Mr. S. Sankaranarayanan, Mr. M.Venugopal and Mr. Murthy Nagarajan and are backed by a team ofresearch / investment personnel, possessing collectively within thema vast and varied knowledge base culled out of research, marketanalysis, physical on-site visits, training in portfolio management,derivatives, AMFI course on Mutual Funds, and so on. The membersof the equity research team and their past experience is Mr. M.Venugopal, who apart from being a Fund Manager is also the Headof the Research, has been with TAML for the past 9 years and priorto that he was associated with a member of the Stock Exchange asan Equity Analyst, Mr. Arun Khurana has an experience of ten yearsin the Capital Market of which around 6years has been in EquityResearch with various reputed members of the Stock Exchange, MrPradeep S. Gokhale who has an experience of 10 years in DebtResearch and 4years in Corporate Finance and Mr. Marzban Iraniwho has started his career with TAML and has spent 4 years with theCompany.

The Investment Process :

According to the terms of the respective offer document of eachscheme under consideration, decisions regarding the debt : equityallocation, industry selection, stock selection, etc are taken.

The investment committee of the AMC (comprising MD/CEO / CIO,Fund Managers and Analysts) is in overall charge of formulating broadinvestment policies, strategies and is responsible for itsimplementation. Based on the in house research / external research,Fund Manager prepares the strategy and proposal to buy/sell thesecurities keeping in view the specific mandate and objectives of theschemes. Investment committee discusses the same and approves/ disapproves the recommendation of fund manager. For equities,the concerned fund manger has an authority to buy/sale securitieswhich are part of approved universe.

The existing portfolio is reviewed regularly by the InvestmentCommittee and the respective Fund Manager(s) and based on thediscussions (which would involve fundamental reasons such as pastperformance, future outlook etc.), decisions are taken to add/ reduce/exit from securities.

For equity, investments will only be in the universe of securitiesapproved by the Executive Committee of the AMC. However theInvestment Committee has an authorisation limit within which it canapprove the investments in stocks out side the approved universe.

Justification for all investment decisions are recorded in writing. SEBInorms regarding maximum exposure per scrip, investment withrespect to the equity capital of a company, investment in groupcompanies, etc are strictly adhered to. Interscheme transfers aremade as per the market price or the valuations being followed, sothat neither of the schemes is benefited or adversely affected.

Perfomance of the scheme and complete portfolio statementelaborating various classifications, limits and valuations is placed forscrutiny before the Board of Directors of the AMC and the TrusteeCompany at their Board Meetings.

Benchmark Index :Crisil MIP Blended Index.

iii. The Custodian

The Trustee Company has entered into a Custodial Agreement withABN AMRO Bank N. V. (ABN), pursuant to which ABN shall be thecustodian for the Scheme. The custodian is registered with SEBIand the SEBI Regn. No. IN/CUS/013)and its address is:

ABN AMRO Bank N. V.71/72, Sakhar Bhavan, 7th Floor,Nariman Point, Mumbai 400 021.

The custodian does not have the power or authority to sell or disposeof or deal in the securities / investments held by it on behalf of theFund except as instructed by the Trustee Company / AssetManagement Company The salient features of the custodialagreement and the responsibilities of the custodian include :

� Keeping in safe custody all the securities and such otherinstruments belonging to the Scheme segregated from the otherassets of the custodian and from the assets of other clients ofthe custodian and shall be held in the name of the TrusteeCompany A/c Fund or in such other manner as may be mutuallyagreed

� Ensuring the smooth inflow / outflow of securities and such otherinstruments as and when necessary, in the best interests of theUnitholders.

� Ensuring that the benefits due to the holdings are recovered.

� Responsibility for loss of or damage to the securities due tofraud, bad faith, negligence or wilful neglect or default or wilfuldefault on its part or on the part of its approved agents.

TMF shall pay ABN, custodian fees for its services at prevailingNSDL/CSDL and competitive market rates. ABN will also bereimbursed all reasonable out of pocket expenses incurred by it, inthe performance of its duties. The custodian agreement may beterminated upon 60 days prior written notice, subject to the non-objection of such termination by SEBI, or earlier upon certainbreaches.

iv. The RegistrarComputer Age Management Services (Private) Limited, A&BLakshmi Bhavan, 609, Anna Salai, Chennai – 600 006 (Cams) hasbeen appointed as Registrar for the Scheme. The Registrar isregistered with SEBI under registration number INR000002813. AsRegistrar to the Scheme, Cams will handle communications withinvestors and despatch account statements during the Initial OfferPeriod. TAML and TTCPL have satisfied themselves that theRegistrar can provide the services required and have adequatefacilities and system capabilities. As Registrar to the Scheme, theywill accept and process Unitholders applications and inform TAMLas to the amounts received for subscriptions (duly reconciled) duringthe Initial Offer Period and also during the ongoing subscriptionperiod.

v. The Auditor

TTCPL shall have the financial statements for the Scheme auditedby such Chartered Accountant(s) as may be appointed for thatpurpose by the Trustee Company. S.B.Billimoria & Co. CharteredAccountants, Mafatlal Centre, Backbay Reclamation,Mumbai400020, have been appointed in such capacity.

vi. BankersICICI Bank Ltd.(SEBI Registration Number: 100000004)

vii. List of Authorised Investor Service CentresThe Registrar, Computer Age Management Services (Private)Limited, have set up a special Investor service cell for quickredressal of Unitholder grievances (if any). All correspondence,including change in the name, address, designated bank accountnumber and bank branch, loss of Unit Certificate, AccountStatement, etc. should be addressed to :

Computer Age Management Services (Private) Limited, A&B LakshmiBhavan, 609, Anna Salai, Chennai – 600 006.

For providing clarifications/help to the Unitholders at Computer AgeManagement Services (Private) Limited the Registrar CAMS hasappointed N. K. Prasad, Head, Process Management as the

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Compliance Officer (Investor Services) and he is available at theabove-mentioned address.

Please also refer to the Back Cover Page for the list of the AuthorisedInvestor Service Centres.

X. UNITS & OFFER

i. Offer of UnitsTata Monthly Income Fund was formed pursuant to the demerger ofRegular Income (Monthly Dividend) Option from Tata Income Fundwith effect from 23rd December, 2002.

Subsequently, Appreciation Option and Quarterly Income Option werecarved out of the Monthly Income Option on 18th August, 2003 and18th December, 2003 respectively.

ii Minimum ApplicationMonthly Income Option : Rs. 25,000/- and in multiples ofRe.1/- thereafter.

Quarterly Income Option : Rs. 25,000/- and in multiples ofRe.1/- thereafter.

Appreciation Option : Rs. 10,000/- and in multiples ofRe.1/- thereafter.

Additional Investment by existing unit holders :Monthly Income Option and Quarterly Income Option :Rs. 5000/- & in multiples of Re 1/- thereafter

Appreciation Option :Rs. 1000/- & in multiples of Re. 1/- thereafter

iii. Refund

Refund of subscription money to applicants whose applications areinvalid for any reason whatsoever, will be without incurring any liabilitywhatsoever for interest or other sum.

The amount shall be refunded within a period of 6 weeks of the closeof the Initial Offer Period. If, the Fund refunds the amount after 6weeks, interest @15% per annum shall be paid by the AMC. Refundorders will be marked “A/c. Payee Only” and drawn in the name ofthe first applicant. All refund cheques will be despatched by registeredpost A.D.

iv. Despatch of Account Statement and Unit Certificates

An Account Statement will be despatched to each Unitholder statingthe number of Units held, etc. within a maximum of five BusinessDays from the Date of Allotment.

On request from the unitholders, the Asset Management Companyshall within 6 weeks issue the Unit Certificate. The request can bemade to any of the Authorised Investor Service Centres. The cost forissuing the Unit Certificate in lieu of Account Statement will be borneby the Scheme and will form part of its annual ongoing expenses.

v. Listing, Transfer & Pledge of Units

Being an open ended scheme, the units of the scheme are notproposed to be listed on any Stock Exchange. The Trustee may, atits sole discretion, cause the units under the scheme to be listedon one or more Stock Exchange. Notification of the same will bemade through Investor Service Centers or the AMC and as may berequired by the respective Stock Exchanges.

As the Fund will be repurchasing and issuing the Units on an ongoingbasis, no transfer facility is required.

Units under Tata Monthly Income Fund can be pledged (convertedinto money) with scheduled banks, financial institutions, NBFCs, orany other body by the unitholders as security for raising loans. TMFwill take note of such pledge / charge in its records. A standardform / appropriate documentation has been drafted for this purposeand is available on request. However, disbursement of such loanswill be at the entire discretion of scheduled banks, financialinstitutions, NBFCs, or any other body concerned and TMF assumesno responsility therefor.

vi. Nomination Facility

If an application is made in the name of a single individual holder,the Unitholders under Tata Monthly Income Fund, can write to CamsAuthorised Investor Service Centres requesting for a NominationForm to nominate a successor to receive the Units upon his / herdeath, to the extent provided in the Regulations. All payments andsettlements made to such nominee and a receipt thereof shall be avalid discharge by the Fund. Unitholders being either parent or lawfulguardian on behalf of a minor and power of attorney holder of aneligible institution, societies, Funds, bodies corporate, partnershipfirms and HUF shall have no right to make any nomination.Nomination in favour of Non-Residents will be governed by the rulesformulated by Reserve Bank of India from time to time

The provisions for nomination with regard to Mutual Funds wouldbe as per Section 56 and Section 69 (regarding the right of thebeneficiary to transfer possession )of the Indian Trusts Act, 1882since the Mutual Fund is formed as a Trust under the said Act.

The AMC has provided this nomination facility as an additionalfeature. By provision of this facility the AMC is not in any wayattempting to grant any rights other than those granted by law tothe nominee. A nomination in respect of the Units does not createan interest in the property after the death of the Unitholder. Thenominee shall receive the units only as an agent and trustee for thelegal heirs or legatees as the case may be. It is hereby clarified thatthe nominees under the nomination facility provided herein shallnot necessarily acquire any title or beneficial interest in the propertyby virue of this nomination & the transmission of units would normallybe governed as per succession certificate/probate of the will.

vii. Applications with Additional Holders

An application may be made in sole or more names (not more thanthree) on first holder basis. The Units can be held under single /additional holding / any one or survivor. The first named unitholderhas the option to add/delete name of one person subsequent to theinvestment. In case the unitholder (i.e. the first holder) wants to changethe names/ order of the additional holders, he can write to AuthorisedInvestor Service Centres requesting for the prescribed form to alterthe order of additional holdings. However, the Units will be continuedto be held by the Unitholder on first holder basis. In the case of refunds,income distributions, repurchase proceeds, and other distributions,etc. will be made out in favour of, and all communications will beaddressed to the Unitholder whose name appears first and at his /her address as already available with the Fund. However, it shouldbe noted that if the Unitholder has an Unit Certificate, suchintroduction/ alteration of additional holders shall attract stamp dutyand the cost of stamp duty will be borne by the Scheme itself and willform part of its annual ongoing expenses.

In all such cases and in all matters concerning the Fund, it shall bedeemed that the first of such persons, that is the original Unitholder,is the holder of the Units and all correspondence, if any, shall becompetent only by and to the first of such person.

All payments and settlements made to the first holder and a receiptthereof shall be a valid discharge to the Fund;

The Fund shall for all purposes correspond only with the first holderand all communications with the first holder including information onthe working of the Fund shall be deemed to be a valid discharge tothe Fund of its obligations;

In the event of death of the first holder, the person next in the orderas stated in the application form, (unless changed) shall be the onlyperson(s) recognised by the Fund as having any title or interest inthe Units on first holder basis.

For the convenience of the investors, we wish to allow units of anyScheme of Tata Mutual Fund to be held under any one or survivorand to add/delete name of one person subsequent to investment.

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viii. Systematic Investment Plan (SIP)

The investors can benefit by investing specified Rupees amounts atregular intervals for a continuous period. The SIP allows theunitholders to invest a fixed amount of Rupees at regular intervalsfor purchasing additional units of the scheme at NAV based prices.Investment can be done with the minimum amountand number ofcheques specified by AMC from time to time. The cheques shouldbe drawn in favour of “Tata Income Plus Fund” and crossed “A/c.Payee only”. The cheques will be presented on the dates mentionedon the cheque and subject to realization. Units will be allotted at theapplicable NAV along with applicable sales load.

ix. Systematic Withdrawal Plan (SWP)

This facility available to the unitholders of the scheme enables themto withdraw fixed sums from their unit accounts at periodic intervals.The amount withdrawn under SWP by redemption shall be convertedinto the Scheme units at the Repurchase price and such units will besubtracted from the unit balance of that unitholder. In case the datefalls during a book closure period the immediate next Business daywill be considered for this purpose.

The Authorised Investor Service Center may terminate SWP onreceipt of a notice from the unitholder. It will terminate automaticallyif all units are liquidated or withdrawn from the account or upon thereceipt of notification of death or incapacity of the unitholder.

x. Systematic Transfer Plan (STP)A unitholder may establish a Systematic Transfer Plan (STP) andchoose to transfer on a monthly or a quarterly basis from one TMFScheme to another TMF Scheme on a date prescribed by theInvestment Manager. The amount thus withdrawn by redemption shallbe converted into units at the applicable NAV on the scheduled dayand such units will be substracted from the unit balance of thatunitholder. Unitholders may change the amount, not below thespecified minimum, by giving two weeksprior written notice to theregistrars. STP may be terminated automatically if the balance fallsbelow the minimum account balance or upon the receipt of notificationof death or incapacity of the unitholders by the fund. Rules relating tothe plan may be changed from time to time by the InvestmentManager.

xi. Duration of the SchemeThe Scheme has been structured like an open-ended Scheme.Investors can invest on an ongoing basis on Business Days atprevailing NAV related price. The Units under the Scheme standredeemed on happening of various events as stated elsewhere inthe Offering Circular. As such except on the happening of any eventas stated in the clause relating to winding up, the Scheme hasperpetual existence and therefore there is no fixed duration of theScheme.

xii. Winding Up

1) in accordance with the SEBI Regulations, the Scheme maybe wound up:

� on the happening of any event which, in the opinion ofthe Trustee Company, requires the Scheme to be woundup; or

� if seventy five percent of the Unitholders of a Schemepass a resolution that the Scheme be wound up; or

� if the SEBI so directs in the interests of the Unitholders.

2) Where a Scheme is to be wound up pursuant to the aboveRegulation, the Trustee Company shall give notice of thecircumstances leading to the winding up of the Scheme-

� To SEBI; and

� in two daily newspapers having circulation all over Indiaand also in a vernacular newspaper circulating at the placewhere the Fund is established.

xiii. Procedure for Winding Up

The Trustee Company shall call a meeting of the Unitholders toconsider and pass necessary resolutions by simple majority of theUnitholders present and voting at the meeting for authorising theTrustee Company or any other person to take steps for winding upthe Scheme. The Trustee Company or the person authorised asabove, shall dispose off the assets of the Scheme concerned inthe best interests of the Unitholders of the Scheme.

The proceeds of sale made in pursuance of the above shall in thefirst instance be utilised towards the discharge of such liabilitiesas are properly due and payable under the Scheme and after makingappropriate provision for liability and for meeting the expensesconnected with such winding up, the balance shall be paid to theUnitholders in proportion to their respective interest in the assetsof the Scheme as on the date when the decision for winding upwas taken.

On the completion of the winding up, the Trustee Company shallforward to SEBI and the Unitholders a report on the winding upcontaining particulars such as circumstances leading to the windingup, the steps taken for disposal of assets of the Scheme beforewinding up, expenses of the Scheme for winding up, net assetsavailable for distribution to the Unitholders and a certificate fromthe Auditors of the Fund.

Notwithstanding anything contained herein, the provisions of theSEBI Regulations in respect of disclosures of half- yearly reportsand annual report shall continue to apply.

After the receipt of the report referred to above under “Procedurefor Winding Up”, if SEBI is satisfied that all measures for windingup of the Scheme have been completed, the Scheme shall ceaseto exist.

XI. SALE OF UNITS BEING OFFERED

(a) Minimum Application :

Monthly Income Option : Rs. 25,000/- and in multiples ofRe.1/- thereafter.Quarterly Income Option : Rs. 25,000/- and in multiples ofRe.1/- thereafter.

Appreciation Option : Rs. 10,000/- and in multiples ofRe.1/- thereafter.

Additional Investment :Monthly Income Option and Quarterly Income Option :Rs. 5000/- & in multiples of Re 1/-.

Appreciation Option :Rs. 1000/- & in multiples of Re. 1/-.

(b) Eligibility for Application

The following persons (subject, wherever relevant to, purchase ofUnits being permitted under their respective constitutions andrelevant State Regulations) are eligible to apply for the purchaseof the Units:

� Adult individuals, either singly or more than one (not exceedingthree) on first holder basis or jointly on an either or survivor/any one basis.

� Parents, or other lawful Guardians on behalf of Minors.

� Companies, corporate bodies, public sector undertakings,trusts, wakf boards or endowments, funds, institutions,associations of persons or bodies of individuals and societies(including Co-operative Societies) registered under theSocieties Registration Act, 1860 (so long as the purchase ofUnits is permitted under their respective constitutions).

� Mutual Funds (including any Scheme managed by TAML orany Scheme of any other Mutual Fund); (in accordance withRegulation 44(1) read with Clause 4 of Schedule VII, of the

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Securities & Exchange Board of India (Mutual Funds)Regulations, 1996). Including any Fund of Funds scheme.

� Asset Management Company (AMC); (in accordance withRegulation 24(3) of the Securities & Exchange Board of India(Mutual Funds) Regulations, 1996).

� Partnership firms, in the name of the partners.

� Hindu Undivided families (HUF) in the sole name of the Karta.

� Financial and Investment Institutions/ Banks.

� Army/ Navy / Air Force, para military Units and other eligibleinstitutions.

� Religious and Charitable Trusts provided these are allowed toinvest as per statute and their by-laws.

� Non-resident Indians/persons of Indian origin residing abroad(NRIs) on a full repatriation basis.

� Foreign Institutional Investors registered with SEBI (FIIs).

� International Multilateral Agencies approved by the Governmentof India.

If a person resident of India at the time of subscription becomes aperson resident outside India subsequently, shall have the option toeither be paid repurchase value of Units, or continue into the Schemeif he/ she so desires and is otherwise eligible. However, the personwho desires to continue in the Scheme shall not be entitled to anyinterest or any compensation during the period it takes for the Fundto record the change in Address and the Residential Status.Notwithstanding the aforesaid, the Trustee Company reserves theright to close the Unitholder account and to pay the repurchase valueof Units, subsequent to his becoming a person resident outside India,should the reasons of expediency, cost, interest of Unitholders andother circumstances make it necessary for the Fund to do so. Insuch an event, no resident Unitholders who have subsequentlybecome resident outside India shall have a right to claim the growthin capital and/ or income distribution.

This scheme has not been registered in any country outside India.To ensure compliance with any Laws, Acts, Enactments, etc. includingby way of Circulars, Press Releases, or Notifications of Governmentof India, the Fund may require/give verification of identity/any special/additional subscription-related information from /of theUnitholders(which may result in delay in dealing with the applications,Units, benefits, distribution, etc./giving subscription details, etc). EachUnitholder must represent and warrant to the Trustee Company/TAMLthat, among other things, he is able to acquire Units without violatingapplicable laws. The Trustee Company will not knowingly offer or sellUnits to any person to whom such offer or sale would be unlawful, ormight result in the Fund incurring any liability or suffering any otherpecuniary disadvantages which the Fund might not otherwise incuror suffer. Units may not be held by any person in breach of the law orrequirements of any governmental, statutory authority including,without limitation, Exchange Control Regulations. The Trusteecompany may, compulsorily redeem any Units held directly orbeneficially in contravention of these prohibitions. In view of theindividual nature of investment portfolio and its consequences, eachUnitholder is advised to consult his/her own professional advisorconcerning possible consequences of purchasing, holding, selling,converting or otherwise disposing of the Units under the laws of his/her State/country of incorporation, establishment, citizenship,residence or domicile.

(c) Procedure for applicationHow to apply

Application forms completed in all respects, accompaniedby the cheque / draft are to be submitted to any of theAurthorised Investor Service Centres, as stated in the OfferCircular or as may be declared. All cheques and bank drafts

accompanying the application form should contain theapplication form number and the name of the applicant onits reverse. For additional instructions, investors arerequested to follow the application form carefully. Allcheques/ drafts by the applicants should be made out infavour of “Tata Monthly Income Fund” and crossed “A/cPayee and Not Negotiable”.

The Authorised Investor Service Centres/Marketing Associateswho receive the application form shall stamp and return the“Acknowledgement Slip” of the application form, therebyacknowledging receipt of the application form. The investorsare requested to preserve the acknowledgement slip dulystamped by the Authorised Investor Service Centres /Marketing Associates. This shall be subject to final verificationand scrutiny by the Trustee Company / Asset ManagementCompany that the cheque / demand draft and application formare in order / valid.

In case of a total investment of Rs.50,000/- and above, theinvestors should furnish Income Tax P.A.N. / G.I.R. numberand I.T. Circle address.

For ongoing subscription, applications completed in allrespects, must be submitted only at the Investors ServiceCenters.

Application form (duly completed), along with a cheque (drawnon Mumbai) / DD (payable at Mumbai) may also be sent by Maildirectly to the Registrar viz. Computer Age ManagementServices (Private) Limited, Unit : Tata Mutual Fund, A&BLakshmi Bhavan, 609, Anna Salai, Chennai – 600 006,superscribing the envelope as “ Tata Mutual Fund - Applicationform - TMIF”.

If there is no Authorised Investor Service Centres where theinvestor resides, he/she may purchase a Demand Draft fromany other Bank in favour of “TMIF - Tata Monthly Income Fund”payable at Mumbai, after deducting bank charges / commission(not exceeding rate prescribed by State Bank of India) from theamount of investment. If such bank charges / commission arenot deducted by the applicant, then the same may not bereimbursed by the Trustee Company. Such bank charges /commission will be treated as an ongoing expense. However incase of application along with local Cheque or Bank Draftpayable at Mumbai, at / from locations where TMF has itsdesignated Authorised Investor Service Centres, Bank Draftcharges/ commission may have to be borne by the applicant. Insuch cases the Trustee Company is entitled, in its sole andabsolute discretion, to reject or accept any application.

Example:If an amount of Rs. 10,000/- is being invested in the scheme byan investor resident in India having no specified collection centrenear his / her residence, the Demand Draft charges that he /she can deduct has been illustrated below:

INVESTMENT DEMAND DRAFT THE CORRECT AMOUNTMADE (RS.) CHARGES (RS.) OF PAYMENT AFTER(say) RECOVERY OF DEMAND

DRAFT CHARGES (RS.)

10,000.00 50.00 9950.00

Please note that Stockinvests and Postdated Cheques, MoneyOrders and Postal Orders would not be accepted.

Subscription by NRIs

In terms of Schedule 5 of Notification no. FEMA 20/2000 datedMay 3, 2000, RBI has granted general permission to NRIs topurchase, on a repatriation basis units of domestic mutual funds.Further, the general permission is also granted to NRIs to sellthe units to the mutual funds for repurchase or for the payment

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of maturity proceeds, provided that the units have beenpurchased in accordance with the conditions set out in theaforesaid notification.For the purpose of this section, the term“mutual funds” is as referred to in Clause (23D) of Section 10 ofIncome-Tax Act 1961. However, NRI investors, if so desired,also have the option to make their investment on a non-repatriable basis.

Subscription by FIIsIn terms of Schedule 5 of Notification no. FEMA 20/2000 datedMay 3, 2000. RBI has granted general permission to a registeredFII to purchase on a repatriation basis units of domestic mutualfunds subject to the conditions set out in the aforesaidnotification. Further, the general permission is also granted toFIIs to sell the units to the mutual funds for repurchase or forthe payment of maturity proceeds, provided that the units havebeen purchased in accordance with the conditions set out inthe aforesaid notification. For the purpose of this section, theterm “mutual funds” is as referred to in Clause (23D) of Section10 of Income-Tax Act 1961.

Mode of Payment on Repatriation basis

NRIs

In case of NRIs and persons of Indian origin residing abroad,payment may be made by way of Indian Rupee drafts purchasedabroad and payable at Mumbai or by way of cheques drawn onNon-Resident (External) (NRE) Accounts payable at par atMumbai. Payments can also be made by means of rupee draftspayable at Mumbai and purchased out of funds held in NRE /FCNR Accounts.

In case Indian rupee drafts are purchased abroad or fromForeign Currency Accounts or Non-resident Rupee Accountsan account debit certificate from the Bank issuing the draftconfirming the debit shall also be enclosed.

FIIs

FIIs may pay their subscription amounts either by way of inwardremittance through normal banking channels or out of fundsheld in Foreign Currency Account or Non-resident RupeeAccount maintained by the FII with a designated branch of anauthorized dealer with the approval of the RBI subject to theterms and conditions set out in the aforesaid notification.

All cheques/drafts should be made out in favour of “Tata MonthlyIncome Fund” and crossed “Account Payee Only”. In case IndianRupee drafts are purchased abroad or from FCNR/NRE A/c.an account debit certificate from the Bank issuing the draftconfirming the debit shall also be enclosed.

Mode of payment on Non-Repatriation basis

In case of NRIs/Persons of Indian origin seeking to apply forUnits on a non-repatriation basis, payments may be made bycheques/demand drafts drawn out of Non-Resident Ordinary(NRO) accounts/ Non-Resident Special Rupee (NRSR)accounts and Non Resident Non-Repatriable (NRNR) accountspayable at the city where the Application Form is accepted.

Refunds, interest and other distribution (if any) and maturityproceeds/repurchase price and /or income earned (if any) willbe payable in Indian Rupees only. The maturity proceeds/repurchase value of units issued on repatriation basis, incomeearned thereon, net of taxes may be credited to NRE/FCNRaccount (details of which should be furnished in the spaceprovided for this purpose in the Application Form) of the non-resident investor or remitted to the non-resident investor. Suchpayments in Indian Rupees will be converted into US dollars orinto any other currency, as may be permitted by the RBI, at therate of exchange prevailing at the time of remittance and willbe dispatched through Registered Post at the unitholders risk.The Fund will not be liable for any loss on account of exchange

fluctuations, while converting the rupee amount in US dollar orany other currency. Credit of such proceeds to NRE/FCNRaccount or remittance thereof may be permitted by authorizeddealer only on production of a certificate from the Fund that theinvestment was made out of inward remittance or from the Fundsheld in NRE/FCNR account of the investor maintained with anauthorized dealer in India. However, there is no objection tocredit of such proceeds to NRO/NRSR account of the investorif he so desires.

Subscription by Multilateral Funding Agencies, on full repatriationbasis, is subject to approval by the Foreign Investment PromotionBoard.

Rejection of applications

Applications not complete in any respect are liable to be rejected.The Trustee Company may reject any application not inaccordance with the terms of the Scheme.

(d) General Instructions

Documents to be submitted

In the case of applications under Power of Attorney

If any application or any request for transmission is signed by aperson holding a valid Power of Attorney, the original Power ofAttorney or a certified copy duly notarised should be submitted withthe application or the transmission request, as the case may be,unless the Power of Attorney has already been registered with theFund / Registrar.

In the case of applications by limited Company or a corporate bodyor an eligible institution or a registered society or a Trust or a Fundor a FII etc.

In the case of applications by limited Company or a corporate bodyor an eligible institution or a registered society or a trust or a fundor a FII, a certified true copy of the Board resolution of the ManagingBody authorising transactions in Units including authority grantedin favour of the officials signing the application for Units and theirspecimen signature etc. alongwith a certified copy of theMemorandum and Articles of Association and / or bye-laws and / ortrust deed and / or partnership deed and Certificate of Registrationshould be submitted. The officials should sign the application underthe official designation. In the case of a Trust/ Fund, it shall producea resolution from the Trustee(s) authorising such purchases.

The above mentioned documents or duly certified copy thereof mustbe lodged separately at the office of the Registrar to the Offer,quoting the serial number of the application.

In case of non submission of the above mentioned documents, theTrustee Company is entitled, in its sole and absolute discretion, toreject or accept any application.

Availability of Application Forms and Offering Circular

Application forms and copies of Offering Circular may be obtainedfrom the office of Tata Asset Management Ltd., Offices of AuthorisedInvestor Service Centres or Marketing Associates as mentioned onBack Cover Page of this Offering Circular or any agents of TMF.

Bank Account Details

It shall be mandatory for the Unitholders to mention their bank accountnumbers in their applications/requests for redemptions. Unitholdersare requested to give the full particulars of their Bank Account i.e.nature and number of account, name, Account Number, Nine digitBank Code Number (For Electronic Credit Facility), branch addressof the bank at the appropriate space in the application form.

For faster dissemination of information, Unitholders arerequested to provide their e-mail ID.

Any application for subscription /request for redemption withoutBank account details will be rejected by the mutual fund.

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PAN Number Details of the Investors

As per SEBI Circular SEBI/MD/CIR. No6/ 4213/04 dated March 1,2004 Whenever an application is for total value of Rs 50000 or more,the applicant or in case of application is in joint names, each of theapplicants, should mention his/her permanent account number (PAN)allotted under the Income Tax Act, 1961 or where the same has notbeen allotted, the GIR number and the Income –tax Circle/Ward/District should be mentioned. In case where neither the PAN nor theGIR number has been allotted, the fact of non –allotment should bementioned in the application form.

Any application for suscription of units of the total value of Rs50000 or more without PAN number details of all the applicantswill be rejected by the mutual fund.

XII. DIVIDENDS / BONUS & DISTRIBUTIONSThe income / profits received / earned would be accumulated by theFund as capital accretion, aimed at achieving medium to long termand also short term capital growth as reflected in the NAV. In thealternative and as may be decided by the Trustee Company alongwith the Asset Management Company, the profits received / earnedand so retained and reinvested may be distributed as Income/Bonusat appropriate rates (after providing for all relevant ongoing expenses,etc.) and at appropriate intervals as may be decided and will bedistributed to the unitholders who hold the units on the record date ofdeclaration of the Income/Bonus. The Income/Bonus DistributionWarrants/Certificate shall be despatched within 30 days of thedeclaration of the Income/Bonus. Guided by the philosophy of value-

oriented returns, the Trustee Company may periodically capitalisenet earnings of the Scheme (including interest income and realisedgains on the Securities) by way of allotment/credit of bonus Units tothe Unitholders Accounts, the intent being to protect the Net AssetValue of the Scheme and Unitholders’ interests.

Dividend Reinvestment Option :

Unitholders under this Option also have the facility of reinvestmentof the income so declared, if so desired. Income Distribution Warrantswill not be despatched to such Unitholders. The income declaredwould be reinvested in the Scheme on the immediately following ex-dividend date.

Certificates for Tax Deduction at Source (TDS) :Certificate for tax deduction at source will be issued one month afterthe end of the current financial year.

XIII. INTER SCHEME TRANSFERS

Transfers of investments from one Scheme to anotherScheme(including the present Scheme) under Tata Mutual Fund,shall be allowed only if:� such transfers are made at the prevailing market price for quoted

securities or, Fair value in case of non-quoted/non-tradedsecurities on spot basis;

� the securities so transferred shall be in conformity with theinvestment objective of the Scheme to which such transfer hasbeen made.

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XIV. ASSOCIATE TRANSACTIONS

i) As per SEBI Regulations, the Fund shall not make any investments in any unlisted securities of associate/group companies of thesponsors. The Fund will also not make investment in privately placed securities issued by Associate/Group companies of the Sponsors.The Fund may invest not more than 25% of the net assets (of all the Schemes of the Fund) in listed securities of Group companies.

ii) Market value of investments made in companies which have invested more than 5% of the Net Assets of a scheme and investmentsmade by that or any other scheme of Tata Mutual Fund in such company or its subsidiaries within one year of the latter investmentcalculated on either side in terms of Regulation 25(11) as on 31st October, 2004 as given Rs. lacs.

Company which has Invested Schemes in Schemes Aggregate Cost Outstandingwhich Companies which of Acquisition as athave invested have during the 31st October, 04more than 5% invested period ended at Fair /of the Net Assets 31st October, 04 Market Value

TATA IRON & STEEL CO. LTD. TFHF TSEF 605.00 142.96TLF TBF 516.18 123.98

TEOF 4510.70 521.51TEQPEF 935.42 300.88TIFN 383.45 27.69TIFS 56.09 13.51TGF 306.18 81.12TMIF 419.83 0.00TMPF 1095.14 100.39TPEF 2989.40 301.46TTSF 854.57 147.28TYCF 289.91 119.95

IDBI TFRSTF TDBF 3137.34 0.00TFHF 5669.89 4559.37TFRSTF 6412.16 4959.44TIFA 2426.53 0.00TIPF 4980.07 0.00TLF 24226.41 4937.72TMIF 9096.86 1589.06TMPF 3920.7 0.00TSTBF 3200.04 0.00

TATA MOTORS LIMITED TFRSTF TSEF 71.75 0.00TFHF TBF 114.25 0.00

TEOF 4233.21 0.00TIF 954.68 0.00TIFN 389.53 25.67TIFS 53.40 10.14TGF 117.45 0.00TLF 1750.89 0.00TMIF 177.43 0.00TMPF 186.09 0.00TPEF 1414.73 0.00TTSF 475.85 0.00TYCF 95.49 0.00

VIDESH SANCHAR NIGAM LTD TFHF TIFN 117.97 8.28

BANK OF BARODA TIFN TBF 280.11 0.00TEOF 207.73 0.00TGF 231.21 0.00TMIF 67.27 0.00TPEF 253.23 0.00TTSF 77.27 0.00TYCF 260.52 0.00

TATA POWER CO LTD TLF TSEF 214.13 0.00TBF 106.55 0.00TEOF 1189.40 0.00TIFN 160.72 10.33TIFS 7.04 4.70TGF 85.16 0.00TMIF 10.8 0.00TMPF 347.48 0.00TPEF 357.96 0.00TTSF 141.40 0.00TYCF 136.67 0.00

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Company which has Invested Schemes in Schemes Aggregate Cost Outstandingwhich Companies which of Acquisition as athave invested have during the 31st October, 04more than 5% invested period ended at Fair /of the Net Assets 31st October, 04 Market Value

STERLITE INDUSTRIES LTD TFRSTF TEOF 172.55 0.00TEQPEF 303.28 250.09TIFA 100.00 0.00TGF 161.48 133.03TPEF 161.55 0.00

MARUTI UDYOG LTD TFRSTF TSEF 247.67 0.00TBF 163.15 0.00TEOF 4869.92 0.00TEQPEF 233.67 0.00TIFN 310.31 18.87TIFS 5.77 3.68TGF 242.71 0.00TMIF 531.40 0.00TMPF 911.73 0.00TPEF 1763.84 0.00TTSF 340.32 0.00TYCF 154.27 0.00

TATA CHEMICALS LIMITED TFHF TSEF 66.63 0.00TSTBF TBF 186.08 0.00

TIFN 67.67 4.09TGF 73.40 0.00TEOF 16.75 0.00TPEF 87.97 0.00TTSF 78.07 0.00TYCF 100.53 0.00

HCL TECHNOLOGIES LTD TFRSTF TSEF 106.27 0.00TBF 366.31 142.95TEOF 2243.73 588.46TEQPEF 157.32 72.75TIFN 224.74 18.74TIFS 38.88 0.00TGF 106.03 0.00TLSTF 198.87 98.21TMIF 40.38 0.00TMPF 137.15 0.00TPEF 435.46 265.43TYCF 204.65 65.48

WIPRO LTD TLF TBF 240.80 0.00TEOF 525.28 0.00TIFN 1056.33 79.85TIFS 12.14 10.40TGF 64.52 0.00TLSTF 412.28 0.00TMIF 357.82 0.00TMPF 700.14 131.50TPEF 847.45 0.00TTSF 390.49 0.00TYCF 140.21 0.00

All the above companies are growth oriented blue chip companies with a proven track record.

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iii) Total investment in securities of Associate/Group companies under all schemes is disclosed below. No investment was made in unlistedsecurities of Group companies after the amendment of the SEBI Regulations in January 1998. Most of such equity shares, debentures,etc. were purchased from the open secondary market at relevant market prices over a period of time based on the approved investmentstrategy. All these securities pertain to highly traded Blue chip companies. In keeping with the investment objective of the Schemes,these companies offer good investment potential.

Rs. in lacs

Scheme As on 31.03.02 As on 31.03.03 As on 31.03.04 As on 31.10.04

Amount %ge Amount %ge Amount %ge Amount %ge

TBF 909.19 8.72 1146.86 13.93 1184.63 12.10 714.07 7.99

TYCF 457.92 6.94 648.65 10.22 836.96 8.76 962.65 9.49

TTSF 354.24 12.72 318.97 13.59 375.12 8.59 857.04 19.05

TSEF 348.73 13.52 563.32 26.58 874.27 16.29 774.31 11.54

TIF (R) 212.52 1.84 – – – – – –

TIF(A) 106.26 0.51 302.89 1.42 – – – –

TITSA 91.66 24.91 77.89 15.92 – – – –

TITSB 36.41 17.50 – – – – – –

TPEF 409.43 12.50 464.19 17.75 1644.46 13.04 2362.01 16.99

TLS 77.51 3.51 55.07 3.31 202.19 6.50 287.66 8.04

TINR 370.58 13.38 535.25 21.37 540.30 14.11 458.11 11.56

TIFS – – 4.01 7.79 36.66 14.91 40.73 11.06

TIFN – – 3.42 7.81 340.02 11.19 74.20 5.55

TMIF – – 33.07 3.11 525.78 1.15 1634.22 5.12

TIPF – – – – – – – –

TEOF – – – – – – 3830.95 13.37

TMPF – – – – 953.53 2.28 1151.69 4.35

TEQPEF 1423.85 14.13

iv) The following amounts were paid/provided for as selling commission by the respective schemes to Associate Companies for theirmarketing efforts in mobilising subscriptions for the units of such schemes.

AS on 31/3/2002 Rs. in lacs

Scheme Tata Tata Share Tata Sons & Tata Chemicals Aftaab Tata SonsSecurities Ltd Registry Consult Serv Limited Investments Limited

Limited Empl. Welf Trust

TBF 3.62 0.25 – – – 0.56

TSEF 3.47 0.20 – – – 0.13TIFA 20.94 0.14 – – 1.23 0.19

TGSFA 2.90 0.06 0.33 – – 2.40TGSFR 2.23 0.10 – – – 1.19

TLFA 5.54 0.00 – – 0.07 0.17

TLFR 1.79 0.01 – 0.65 – 0.55TLSP1 – – – – – 0.39

TLSP2 – – – 0.17 – –TLSTF 3.53 0.16 – – – 0.06

TIFR 13.81 0.43 – – 4.33 10.32

TPEF 4.59 0.28 – – – 0.02TTSF 0.98 0.10 – – – –

TYCF 2.88 0.11 – – – –

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As on 31/03/2003 Rs. in lacs

Schemes Tata Tata Tata Tata Tata Tata Panatone Eureka Trent Tata TajSecurities Share Chemicals Sons Sons & Investment Finance Forbes Brands Inv. Inv.

Ltd. Registry Ltd. Ltd. Serv. Empl. Corpn. Ltd. & Fin. & Fin.Ltd. Welfare Ltd. Co. Ltd. Ltd.

Trust

TBF 3.37 0.10 – 0.16 – – – 1.37 – – –TYCF 1.69 0.08 – – – – – – – – –TTSF 1.69 0.06 – – – – – – – – –

TSEF 2.27 0.11 – 0.03 – – 0.03 – – – –TIFA 33.91 1.17 0.36 2.23 – 0.16 – – – 1.22 –

TPEF 3.59 0.20 – 0.01 – – – – – – –TLF 15.06 0.01 – 0.23 – – – 0.18 0.32 – 0.63TLSTF 2.11 0.08 – 0.01 – – – 0.08 – – –

TGSF 6.15 0.21 – 0.66 0.07 – – – – – –TSTBF 7.88 0.01 – – – – – 0.01 0.18 – –

TIPF 12.24 0.01 – – – – – – – – 0.08TMIF 1.51 0.06 – – – – – – – – –TLHIF 0.60 – – – – – – – – – –

TIFNA 0.07 – – – – – – – – – –TIFSA 0.12 – – – – – – – – – –

TEOF 0.14 – – – – – – – – – –TINR 1.10 – – – – – – – – – –

As on 31/03/2004 Rs. in lacs

Scheme Taj Inv. & Tata Tata Share TataFinance Finance Registry Securities Ltd.Co. Ltd. Ltd. Ltd.

TIFR 0.91 1.15 23.22TLF 0.03 0.00 0.00 30.42TBF 0.00 0.12 0.10 3.00TIPF 0.00 0.01 0.05 43.83TGSF 0.00 0.00 0.24 24.79TMIF 0.00 0.00 0.10 8.96TPEF 0.00 0.00 0.27 4.37TSEF 0.00 0.00 0.12 1.66TTSF 0.00 0.00 0.09 0.67TYCF 0.00 0.00 0.08 1.91TDBF 0.00 0.00 0.00 14.74TEOF 0.00 0.00 0.00 4.98TIXF 0.00 0.00 0.00 0.53TLSTF 0.00 0.00 0.10 2.07TSTBF 0.00 0.00 0.00 13.76TFRF 0.00 0.00 0.00 0.90TMPF 0.05 0.00 0.00 2.02

AS on 31/10/2004 Rs. in lacsScheme Taj Inv. & Tata Tata Tata Share Tata

Finance Finance Investment Registry Securities Ltd.Co. Ltd. Ltd. Corporation Ltd. Ltd.

TATA Balanced Fund 0.00 0.46 0.00 0.37 1.57TATA Dynamic Bond Fund 0.00 0.00 0.00 0.00 4.44TATA Equity Opportunities Fund 0.00 0.00 0.00 0.01 1.23Tata Equity P/E Fund 0.00 0.00 0.00 0.00 2.13TATA Floating Rate Fund 0.00 0.00 0.00 0.01 4.05TATA Gilt Securities Fund 0.00 0.00 0.00 0.08 13.44Tata Growth Fund 0.00 0.00 0.00 0.00 0.04TATA Income Fund 0.00 0.00 0.00 0.42 5.59TATA Income Plus Fund 0.00 0.00 0.00 0.01 4.58TATA Index Fund 0.00 0.00 0.00 0.00 0.01TATA Life Sciences & Technology Fund 0.00 0.00 0.00 0.05 1.19TATA Liquid Fund 0.02 0.00 0.00 0.00 26.38TATA MIP Plus 0.00 0.00 0.00 0.00 9.45TATA Monthly Income Fund 0.38 0.00 0.00 0.04 18.41TATA Pure Equity Fund 0.00 0.00 0.00 0.12 1.65TATA Select Equity Fund 0.00 0.00 0.00 0.08 0.86TATA Short Term Bond Fund 0.00 0.00 0.00 0.00 0.02TATA Tax Saving Fund 0.00 0.00 0.00 0.05 0.32TATA Young Citizens’ Fund 0.00 0.00 0.00 0.04 0.89

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v. The following amounts were paid/provided for to Tata ShareRegistry Ltd., for utilization of their services as R&T Agent.

Rs.in lacs

Scheme As on As on As on31.03.02 31.03.03 31.03.04

TBF 1.51 4.37 –

TYCF 16.51 6.82 –

TTSF 5.93 2.37 –

TSEF 3.05 1.33 –

TIF 16.31 6.88 –

TPEF 2.95 1.53 –

TLSTF 2.33 0.94 –

vi. Total percentage of broking business given and the brokeragepaid(and included in the cost of investments) to Associatebrokers is disclosed below. The brokerage paid to the Associatebrokers compare with that prevailing in the Capital market forbuying/selling of securities.

Rs. in Lacs

Name As on As on As on31.03.02 31.03.03 31.03.04

%ge Rs. %ge Rs. %ge Rs.

TataSecurities Ltd. 3.71 6.23 3.95 6.39 1.43 4.81(Formerly Tata TDWaterhouse Securities Ltd.)

vii. The Fund has not undertaken any Underwriting obligations withrespect to any Public Issue of Associate Companies. Duringlast 3 fiscal years the Fund has not subscribed to any issuelead managed by an Associate Company

TBF : Tata Balanced Fund

TYCF : Tata Young Citizens’ FundTTSF : Tata Tax Saving Fund

TSEF : Tata Select Equity Fund

TIFR : Tata Income Fund (Regular Income Option)TIFA : Tata Income Fund (Appreciation Option)

TPEF : Tata Pure Equity FundTLF : Tata Liquid Fund

TLSTF : Tata Life Sciences & Technology Fund

TGSFA : Tata Gilt Securities Fund (Appreciation Option)TGSFR : Tata Gilt Securities Fund (Regular Income Option)

TSTBF : Tata Short Term Bond FundTGF : Tata Growth Fund

TIPF : Tata Income Plus Fund

TMIF : Tata Monthly Income FundTIFNA : Tata Index Fund Nifty

TIFSA : Tata Index Fund SensexTEOF : Tata Equity Opportunities Fund

TDBF : Tata Dynamic Bond Fund

TGSF : Tata Gilt Securities FundTIXF : Tata Index Fund

TIPF : Tata Income Plus FundTEQPEF : Tata Equity P/E Fund

TMPF : Tata MIP Plus Fnd

TFRF : Tata Floating Rate FundTDBF : Tata Dynamic Bond Fund

TDYF : Tata Dividend Yield Fund

XV. BORROWING BY THE MUTUAL FUND

In accordance with Regulation 44(2) of the SEBI (Mutual Funds)Regulations, 1996, to meet the temporary liquidity needs of theScheme for the purposes of Redemptions / redemptions or incomedistribution to the Unitholders, the Fund / Scheme may borrow fromany Body Corporate including TAML and Commercial Banks, not morethan 20% of the net assets of the Scheme on satisfactory terms asto interest, security and collateral without encumbering its assets.The duration of such a borrowing shall not exceed a period of sixmonths.

XVI. COMPUTATION OF NAV & VALUATION OF ASSETS

i. Computation & Determination of Net Asset Value

Net Asset Value (“NAV”) of the Units shall be determined daily asof the close of each Business Day on which the Bombay StockExchange is open for trading.

NAV shall be calculated in accordance with the following formula :

Market Value of Scheme’s Investments + Accrued Income+ Receivables + Other Assets + Unamortised portion ofinitial issue expenses - Accrued Expenses - Payables -Other Liabilities

NAV= —————————————————————————-Number of Units Outstanding

The unamortised portion of initial issue expenses will be includedin the calculation of NAV in accordance with the terms mentionedelsewhere in the Offering Circular.

The computation of Net Asset Value, valuation of Assets,computation of applicable Net Asset Value (related price) for ongoingSale, Redemption, Switch and their frequency of disclosure shallbe based upon a formula in accordance with the Regulations andas amended from time to time including by way of Circulars, PressReleases, or Notifications issued by SEBI or the Government ofIndia to regulate the activities and growth of Mutual Funds.

ii. NAV InformationThe Scheme’s NAV will be available on all Business Days at theAuthorised Investor Service Centres. The Fund will endeavour topublish the Scheme’s NAV on all Business Days in atleast 2 DailyNewspapers. Further the fund will also endeavour to publish thesale and Redemption price on all Business Days in atleast oneDaily Newspaper. In the event NAV cannot be calculated and / orpublished, such as because of the suspension of trading on theBombay Stock Exchange, during the existence of a state ofemergency and / or a breakdown in communications, the Board ofTrustees may temporarily suspend determination and / or publicationof the NAV of the Units.

NAV will also be updated on a daily basis on Association of MutualFund India (AMFI) website.

Sale Price = Applicable NAV *(1 + Sales Load, if any)Repurchase Price = Applicable NAV *( 1 - Exit Load, if any)

Example : if the applicable NAV is Rs. 10.00; sales/entry load is 2per cent and the exit/repurchase load is 2 per cent then the salesprice will be Rs. 10.20 and the repurchase price will be Rs. 9.80.

iii. Valuation of AssetsNAV of the Scheme as stated in the foregoing clause for“Computation & Determination of NAV” will be determined by dividingthe net assets of the Scheme by the number of outstanding Unitson the valuation date.

Pursuant to Regulation 77 of the SEBI (Mutual Funds) Regulations,1996, the following investment valuation norms are applicable tothe Scheme:

Traded Securities :1. The securities shall be valued at the last quoted closing price

on the stock exchange.

2. When the securities are traded on more that one recognisedstock exchange, the securities shall be valued at the last quotedclosing price on the stock exchange where the security is activelytraded. It would be left to the AMC to select the appropriate

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stock exchange, but the reasons for the selection should berecorded in writing. There should however be no objection forall scrips being valued at the prices quoted on the stockexchange where a majority in value of the investments areprincipally traded such as the National Stock Exchange (NSE)or The Stock Exchange, Mumbai (BSE).

3. Once a stock exchange has been selected for valuation of aparticular security, reasons for change of the exchange shall berecorded in writing by the AMC.

4. When on a particular valuation day, a security has not beentraded on the selected stock exchange; the value at which it istraded on another stock exchange may be used.

5. When a security (other than Government Securities) is not tradedon any stock exchange on a particular valuation day, the valueat which it was traded on the selected stock exchange or anyother stock exchange, as the case may be, on the earliestprevious day may be used provided such date is not more thanthirty days prior to valuation date in case of equity and equityrelated instruments and 15 days in case of debt securities.

Thinly Traded Securities :

(i) Thinly Traded Equity/Equity Related Securities :When trading in an equity/equity related security (such asconvertible debentures, equity warrants, etc.) in a month is lessthan Rs. 5 lacs and the total volume is less than 50,000 shares,it shall be considered as a thinly traded security and valuedaccordingly.

Where a stock exchange identifies the “thinly traded” securitiesby applying the above parameters for the preceding calendarmonth and publishes/provides the required information alongwith the daily quotations, the same can be used by the mutualfunds.

If the share is not listed on the stock exchanges which providesuch information , then it will be obligatory on the part of themutual fund to make its own analysis in line with the abovecriteria to check whether such securities are thinly traded whichwould then be valued accordingly.

In case trading in an equity security is suspended upto 30 days,then the last traded price would be considered for valuation ofthat security. If an equity security is suspended for more than30 days, then the Asset Management Company/Trustees willdecide the valuation norms to be followed and such norms wouldbe documented and recorded.

(ii) Thinly Traded Debt Securities:A debt security (other than Government Securities) shall beconsidered as a thinly traded security if on the valuation date,there are no individual trades in that security in marketable lots(currently Rs. 5 crore) on the principal stock exchange or anyother stock exchange.

A thinly traded debt security as defined above would be valuedas per the norms set for non-traded debt security.

(iii) Non Traded Securities :

When a security (other than Government Securities) is not tradedon any stock exchange for a period of 30 days (15 days in caseof debt security) prior to the valuation date the scrip must betreated as a ‘non traded’ security.

Unlisted Equity Shares will be valued in accordance with thecriteria laid down in SEBI circular no. MFD/CIR03/526/2002dated May 9, 2002.

VALUATION OF NON-TRADED / THINLY TRADED SECURITIES

(i) Non-traded / thinly traded equity securities:

(a) Based on the latest available Balance Sheet, net worthshall be calculated as follows :

(b) Net Worth per share = [share capital + reserves (excludingrevaluation reserves) – Misc. expenditure and DebitBalance in P&L A/c] Divided by No. of Paid up Shares.

(c) Average capitalisation rate (P/E ratio) for the industry basedupon either BSE or NSE data (which should be followedconsistently and changes, if any noted with properjustification thereof) shall be taken and discounted by 75%i.e. only 25% of the Industry average P/E shall be taken ascapitalisation rate (P/E ratio). Earnings per share of thelatest audited annual accounts will be considered for thispurpose.

(d) The value as per the net worth value per share and thecapital earning value calculated as above shall be averagedand further discounted by 10% for ill-liquidity so as to arriveat the fair value per share.

(e) In case the EPS is negative, EPS value for that year shallbe taken as zero for arriving at capitalised earning.

(f) In case where the latest balance sheet of the company isnot available within nine months from the close of the year,unless the accounting year is changed, the shares of suchcompanies shall be valued at zero.

(g) In case an individual security accounts for more than 5%of the total assets of the scheme, an independent valuershall be appointed for the valuation of the said security.

(ii) (a) Non Traded /Thinly Traded Debt Securities of Upto 182Days to Maturity :As the money market securities are valued on the basis ofamortization (cost plus accrued interest till the beginning of theday plus the difference between the redemption value and the costspread uniformly over the remaining maturity period of theinstruments) the same process should be adopted for non-tradeddebt securities with residual maturity of upto 182 days, in theabsence of any other standard benchmarks in the market. All othernon traded Non Government debt instruments should be valuedusing the method suggested in (ii)(b) hereof.

(ii) (b) Non Traded/ Thinly Traded Debt Securities of Over 182Days to Maturity.For the purpose of valuation, all Non Traded Debt Securities wouldbe classified into “Investment grade” and “Non Investment grade”securities based on their credit ratings. The non-investment gradesecurities would further be classified as “Performing” and “NonPerforming” assets

� All Non Government investment grade debt securities, classifiedas not traded, shall be valued on yield to maturity basis asdescribed below.

� All Non Government non investment grade performing debtsecurities would be valued at a discount of 25% to the facevalue

� All Non Government non investment grade non performing debtsecurities would be valued based on the provisioning norms.

The approach in valuation of non traded debt securities is basedon the concept of using spreads over the benchmark rate to arriveat the yields for pricing the non traded security.

The Yields for pricing the non traded debt security would be arrivedat using the process as defined below.

Step AA Risk Free Benchmark Yield is built using the government securities(GOI Sec) as the base. GOI Secs are used as the benchmarks asthey are traded regularly; free of credit risk; and traded acrossdifferent maturity spectrums every week.

Step B

A Matrix of spreads(based on the credit risk) are built for markingup the benchmark yields. The matrix is built based on tradedcorporate paper on the wholesale debt segment of an appropriate

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stock exchange and the primary market issuances. The matrix isrestricted only to investment grade corporate paper.

Step CThe yields as calculated above are Marked-up/Marked-down for ill-liquidity risk

Step D

The Yields so arrived are used to price the portfolio

METHODOLOGY

A. Construction of Risk Free Benchmark

Using Government of India dated securities, the Benchmarkshall be constructed as below :

� Government of India Dated securities will be grouped intothe following duration buckets viz., 0.5-1 years, 1-2 years,2-3 years, 3-4 years, 4-5 years, 5-6 years and 6 years andthe volume weighted yield would be computed for eachbucket. These duration buckets may be changed to reflectthe market value more closely by any agency suggestedby AMFI giving benchmark yield/matrix of spreads overbenchmark yield.

The benchmark as calculated above will be set atleastweekly, and in the event of any significant movement inprices of Government Securities on account of any eventimpacting interest rates on any day such as a change inthe Reserve Bank of India (RBI) policies affecting interestrates during the week, the benchmark will be reset to reflectany change in the market conditions.

Note : The concept of duration over tenor has been chosenin order to capture the reinvestment risk. It is intended togradually move towards a methodology that incorporatesthe continuous curve approach for valuation of suchsecurities. However, in view of the current lack of liquidityin the corporate bond markets, a continuous curveapproach to valuation would be necessarily based onlimited data points, and this would result in out of linevaluations. As an interim methodology therefore it isproposed that the Duration Bucket approach be adoptedand continuously tracked in order to fine tune the durationbuckets on a periodic basis. Over the next few years it isexpected that with the deepening of the secondary markettrading, it would be possible to make a gradual move fromthe Duration Bucket approach towards a continuous curveapproach.

B . Building a Matrix of Spreads for Marking-up the BenchmarkYield

Mark up for credit risk over the risk free benchmark YTM ascalculated in step A, will be determined using the trades ofcorporate debentures/bonds of different ratings. All trades onappropriate stock exchange during the fortnight prior to thebenchmark date will be used in building the corporate YTM andspread matrices. Initially these matrices will be built only forcorporate securities of investment grade. The matrices aredynamic and the spreads will be computed every week. Thematrix will be built for all duration buckets for which thebenchmark GOI matrix is built to effectively link the corporatematrix with the GOI securities matrix. Accordingly:

� All traded paper (with minimum traded value of Rs. 1 crore)will be classified by their ratings and grouped into 7 durationbuckets; for rated securities, the most conservative publiclyavailable rating will be used;

� For each rating category, average volume weighted yieldwill be obtained both from trades on the appropriate stockexchange and from the primary market issuances

� Where there are no secondary trades on the appropriatestock exchange in a particular rating category and noprimary market issuances during the fortnight under

consideration, then trades on appropriate stock exchangeduring the 30 day period prior to the benchmark date willbe considered for computing the average YTM for suchrating category;

� If the matrix cannot be populated using any or all of theabove steps, then credit spreads from trades on appropriatestock exchange of the relevant rating category over theAAA trades will be used to populate the matrix;

� In each rating category, all outliers will be removed forsmoothening the YTM matrix;

� Spreads will be obtained by deducting the YTM in eachduration category from the respective YTM of the GOIsecurities;

� In the event of lack of trades in the secondary market andthe primary market the gaps in the matrix would be filledby extrapolation. If the spreads cannot be extrapolated forthe reason of practicality, the gaps in the matrix will befilled by carrying the spreads from the last matrix.

C. Mark-up/Mark-down Yield

The Yields calculated would be marked-up/marked –down toaccount for the ill-liquidity risk, promoter background, financecompany risk and the issuer class risk. As the level of ill-liquidityrisk would be higher for non rated securities the marking processfor rated and non rated securities would be differentiated asfollows

C(I) Adjustments for Securities rated by external rating agencies

The Yields so derived out of the above methodology couldbe adjusted to account for risk mentioned above.

A Discretionary discount/premium of upto +100 BasisPoints for securities having a duration of upto 2 years andupto +75 Basis Points for securities having duration higherthan 2 years will be permitted to be provided for the abovementioned types of risks. The rationale for the abovediscount structure is to take cognizance of the differentialinterest rate risk of the securities. This structure will bereviewed periodically.

C (II) Adjustments for Internally Rated Securities

To value an un-rated security, the fund manager has toassign an internal credit rating, which will be used forvaluation. Since un-rated instruments tend to be moreilliquid than rated securities, the yields would be markedup by adding +50 over and above the mandatory Discountof +50 basis point for securities having a duration of uptotwo years and +50 over and above the mandatory Discountof +25 basis point for securities having duration of higherthan two years to account for the illiquidity risk.

Application of Benchmark yield for valuation on the date of itsrelease by any agency suggested by AMFI.The benchmark yield/matrix of spreads over benchmark yieldobtained from any agency suggested by AMFI as a provider ofbenchmark yield/matrix of spreads over benchmark yield to mutualfunds, must be applied for valuation of securities on the day on whichthe bench mark yield/matrix of spreads over benchmark yield isreleased by the aforesaid agency.

Valuation of securities with Put/Call OptionsThe option embedded securities would be valued as follows:

Securities with call option

The securities with call option shall be valued at the lower of thevalue as obtained by valuing the security to final maturity and valuingthe security to call option.

In case there are multiple call options, the lowest value obtained byvaluing to the various call dates and valuing to the maturity date isto be taken as the value of the instrument.

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Securities with Put optionThe securities with put option shall be valued at the higher of thevalue as obtained by valuing the security to final maturity and valuingthe security to put option

In case there are multiple put options, the highest value obtainedby valuing to the various put dates and valuing to the maturity dateis to be taken as the value of the instruments.

Securities with both Put and Call option on the same day

The securities with both Put and Call option on the same day wouldbe deemed to mature on the Put/Call day and would be valuedaccordingly.

(ii) (c) Government securities

The scheme will use the prices for Government Securities releasedby an agency suggested by AMFI for the sake of uniformity incalculation of NAVs.

(iii) Liquid Securities :(a) Aggregate value of “illiquid securities” of scheme, which are

defined as non-traded, thinly traded and unlisted equity shares,shall not exceed 15% of the total assets of the scheme and anyilliquid securities held above 15% of the total assets shall beassigned zero value.

Provided that in case any scheme has illiquid securities in excessof 15% of total assets as on September 30, 2000 then such ascheme shall within a period of two years bring down the ratioof illiquid securities within the prescribed limit of 15% in thefollowing time frame:

(i) all the illiquid securities above 20% of total assets of thescheme shall be assigned zero value on September 30,2001.

(ii) All the illiquid securities above 15% of total assets of thescheme shall be assigned zero value on September30, 2002.

(b) All funds shall disclose as on March 31 and September 30 thescheme-wise total illiquid securities in value and percentage ofthe net assets while making disclosures of half yearly portfoliosto the unitholders. In the list of investments, an asterisk markshall also be given against all such investments which arerecognised as illiquid securities.

(c) Mutual Funds shall not be allowed to transfer illiquid securitiesamong their schemes w.e.f. October 1, 2000.

(d) Where a scheme has illiquid securities as at September 30,2001 not exceeding 15% in the case of an open-ended fundand 20% in the case of closed ended fund, the concessions ofgiving time period for reducing the illiquid security to theprescribed limits would not be applicable and at all time theexcess over 15% or 20% shall be assigned nil value.

Valuation of Money Market Instruments:Investments in call money, bills purchased under rediscountingscheme and short term deposits with banks shall be valued atcost plus accrual; other money market instruments shall bevalued at the yield at which they are currently traded. For thispurpose, non-traded instruments that is instruments not tradedfor a period of seven days will be valued at cost plus interestaccrued till the beginning of the day plus the difference betweenthe redemption value and the cost spread uniformly over theremaining maturity period of the instruments.

Valuation of Derivative Product:1. The traded derivative shall be valued at market price in

conformity with the stipulations of sub clauses (I) to (V) of clause1 of the eighth Schedule to the Securities and Exchange Boardof India (Mutual Funds) Regulations, 1996, as amended by SEBIcircular no. MFD/CIR/8/92/2000 dated September, 18, 2000.

2. The valuation of untraded derivatives shall be done inaccordance with the valuation method for untraded investmentsprescribed in sub clauses (I) and (II) of clause 2 of the EighthSchedule to the Securities and Exchange Board of India (MutualFunds) Regulations, 1996, as amended by SEBI circular no.MFD/CIR/8/92/2000 dated September, 18, 2000.

XVII. REPURCHASE, RESALE & SWITCH OF UNITS

i. Relevant NAV for Repurchase, Resale & Switch of UnitsThe relevant NAV for Repurchase, Sale, Switch will be the closingNAV of the business day of receipt of the Repurchase/Switch/Salerequest provided. The date of receipt of a request for fresh Sale,Repurchase, Switch will be the actual business day of the Mail receiptat any of the Authorised Investor Service Centers stated in this offeringcircular and / of in-person request if received upto 3.00pm on anybusiness day.

The above cut off timing will also be applicable for investments madethrough sweep mode.

Valid application for “switch out” shall be treated as redemptionand for “switch in” shall be treated as purchases and therelevant NAV for “switch in” and “switch out” shall be applicableaccordingly.

Outstation cheques/demand drafts will not be accepted at centersother than Mumbai.

Relevant NAV for subscription application received along with andoutstation cheque/demand draft will be NAV of the closing of the dayon which cheque/demand draft is credited to account.

ii. Repurchase of Units of Tata Monthly Income FundRequests for repurchase can be submitted on any Business Days ofthe Month, at our Authorised Service Centres (mentioned in this OfferDocument). The repurchase request can be made for a minimum ofRs. 1000/- / 100 units or in multiples of Rs.1000/- / 100 Units or for allthe Units. The Units will be repurchased (sold back to the Fund) atthe relevant NAV (as stated in the foregoing clause(s) for “RelevantNAV for repurchase, resale & switch of units”), less any administrativecost and other charges termed as Repurchase Load and which shallbe the applicable Repurchase price / NAV related price. Therepurchase price will be in accordance with Regulation 49(3) of theSecurities Exchange Board of India (Mutual Funds) Regulations,1996, which shall not be lower than 93% of the NAV and further thatthe difference between the sale and repurchase price shall not exceed7% calculated on the sale price. The Trustee Company may however,from time to time review and modify the repurchase load for eachchoice of investment as stated in the foregoing clause on “UnitholderTransaction Expenses”. The Units if partially repurchased would besubtracted from the Unit balance of that Unitholder on “First In FirstOut” basis i.e. the Units that were offered / allotted first would be thefirst to be repurchased. In case amount is withdrawn, the same willbe converted into Units at the applicable Repurchase price / NAVrelated price and the number of Units so arrived at will be subtractedfrom the Unit balance of that Unitholder on “First In First Out” basis.The repurchase would be permitted to the extent of credit balance inthe Unitholder’s account.

The repurchase cheque will be issued in the name of the firstunitholder. Under normal circumstances, the Fund will ensure thatthe repurchase cheques are despatched within five business daysfrom the date of receipt of the repurchase request. For repurchaserequest above Rs.10 lacs per Unitholder at a time, the above servicetime of five business days would not apply. However, in such casesand under normal circumstances, the Fund would despatch thecheque within ten working days from the date of receipt of therepurchase request. In the event of partial repurchase, the Fund shalldespatch the revised Account Statement for the balance number ofUnits still being held by the Unitholder along with the repurchasecheque. Credit balances in the account of a Non- Resident Unitholder

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on maturity or otherwise, (where RBI final approval and any otherapproval (if any required) has been obtained) may be repurchasedby the Fund by such Unitholder in accordance with the proceduredescribed above and also subject to any procedures laid down byRBI and any other agency. Such repurchase proceeds will be paidby means of a Rupee cheque payable to the NRE/ NRO account ofthe Unitholder or subject to RBI procedures and approvals, suchpayment in Indian Rupees will be converted into US Dollars or intoany other currency, as may be permitted by RBI, at the rate ofexchange prevailing at the time of remittance and will be despatchedat the applicants’ risk, or at the request of the applicants’ will becredited to their NRE/ NRO Accounts, details of which are to befurnished in the space provided for this purpose in the RepurchaseForm. The Fund will not be liable for any delays or for any loss onaccount of exchange fluctuations, while converting the rupee amountin US Dollar or any other currency. The Fund (if required) may alsomake arrangements to obtain RBI approvals on a case-by-case basison behalf o the Unitholder, subject to the Unitholder providing theFund with the necessary documents required.

iii. Possible Deferral of Repurchase Requests and CompulsoryRepurchase

Whilst every effort will be made to ensure that the Scheme will havesufficient liquidity to enable the repurchase cheques to be collected/despatched within the deadline stated in the foregoing Clause,Unitholders should note that where the Scheme is obliged to arrangefor the disposal of the underlying securities / borrow, in order to satisfyredemption / repurchase requests, Unitholders may experience somedelays in receiving repurchase cheques, reflecting the time involvedin settling the underlying sales of securities / borrowing. However, inany case, the Fund will ensure that the collection/despatch ofrepurchase cheques is not delayed beyond ten days (when TMF isopen for business) from the date of receipt of the repurchase requestin accordance with Regulation 53(b) of the Securities Exchange Boardof India (Mutual Funds) Regulations, 1996.

The Fund may mandatorily redeem all the Units of anyUnitholder:(A) if the value of the account falls below the minimum Account

balance of Rs.25,000/- (based on prevailing NAV) and / or 2,500Units in case of Monthly Income Option and Quarterly IncomeOption and Rs.10,000 (based on prevailing NAV) and / or 1,000units in case of Appreciation Option due to normal repurchase/switch and the unitholders fails to invest sufficient funds or topurchase sufficient units to bring the value of the account uptothe minimum level within 30 days after a written intimation inthis regard is sent by the fund to that unitholder; or

(B) where the Units are held by a Unitholder in breach of anyregulations; or The repurchase would be permitted to the extentof credit balance in the Unitholder’s account.

iv. Centres where Redemption/resale/switch requests can begivenAuthorised Investor Service Centres :For the list of Authorised Investor Service Centres, please referto the Back Cover Page of this Offering Circular.

v. Sale of Units on an ongoing basis

Requests for fresh Units can be submitted on any BusinessDay of the Month at our Authorised Investor Service Centres,by filling in the prescribed form. Unitholders can also subscribeadditional Units under their existing Folio. Fresh subscription ofUnits will be at the relevant NAV (as stated in the foregoingclauses(s) for “Relevant NAV for Repurchase / Resale & Switchof Units”) plus a Sales Load, which shall be the applicable saleprice. The Offer price / NAV related price will be accordancewith Regulation 49(3) of the Securities & Exchange Board ofIndia (Mutual Funds) Regulations, 1956, which shall not behigher than 107% of the NAV and further that the differencebetween the sale and repurchase price shall not exceed 7%

calculated on the sale price. The Trustee company may however,from time to time review and modify the sale load for each choiceof investment as stated in the foregoing clause on “UnitholderTransaction Expenses”.

Monthly Income Option : Rs. 25,000/- and in multiples ofRe.1/- thereafter.

Quarterly Income Option : Rs. 25,000/- and in multiples ofRe.1/- thereafter.Appreciation Option : Rs. 10,000/- and in multiples ofRe.1/- thereafter.

or as may be decided by the Asset Management Company /Trustee Company from time to time. The Trustee Company mayhowever stipulate a different minimum amount per applicationfor members of co-operative society, etc. Requests for Sale ofUnits on an ongoing basis can be made only by specifying theamount to be invested and not the number of Units in theprescribed form. The total number of Units will be determinedwith reference to the applicable sale price, and fractional Unitsmay be created. Fractional Units will be computed and accountedfor upto three decimal places. Units will be allotted on the dateof receipt / realisation of cheque (deemed date of allotment). A(fresh) Account Statement will be despatched to the addressas indicated in the prescribed form by the investor, reflectingthe updated holding of the Unitholder normal circumstances,the Account Statement will be despatched after five BusinessDays or after clearance of cheque (whichever is later). However,the despatch of Account Statement shall bot be delayed beyondsix weeks from the date of receipt of request from the unitholderas per Regulation 36 of SEBI Regulations.

vi. Spread between Sale and Redemption PriceThe spread between the sale and redemption price will be inaccordance with Regulation 49(3) of the Securities & ExchangeBoard of India (Mutual Funds) Regulations, 1996. Accordingly,the Redemption price shall not be lower than 93% of the NAVwhile the sale price shall not be higher than 107% of the NAVand further that the difference between the sale and Redemptionprice shall not exceed 7% calculated on the Sale price. Pleasealso refer to the Clause on “Unitholder Transaction Expenses”.

vii. Switch of Units within the Funds / Schemes / Plans of TataMutual FundAfter the reopening of the scheme, Unitholders under thisscheme may exchange their Units for Units of the other Funds/Schemes / Plans in Tata Mutual Fund (the existing Funds /Schemes / Plans and others as may be announced / launchedfrom time to time) on the basis of the terms / rules / Regulations/provisions prevalent for the relevant Funds / Schemes / Plans,of the respective Units (of the relevant Funds / Schemes / Plans)to be exchanged.

Requests for switch may be submitted on any Business Day ofthe Month, at our Authorised Investor Service Centres. The Unitswill be switched at the relevant NAV (as stated in the foregoingclause(s) for “Relevant NAV for repurchase / resale & switch ofunits”), plus any administrative cost and other charges and whichshall be the applicable resale / NAV related price. The Unitsthus switched would be subtracted from the Unit balance ofthat Unitholder on “First In First Out” basis i.e. the Units thatwere offered / allotted first would be the first to be switchedunless otherwise indicated by unitholders. In case amount isswitched the same will be converted into Units at the applicableresale / NAV related price and the number of Units so arrived atwill be subtracted from the Unit balance of that Unitholder on“First In First Out” basis unless otherwise instructed by theUnitholder. The minimum amount / number of Units that may beexchanged for amount / Units of the other Funds / Schemes /Plans in Tata Mutual Fund will be the minimum amount / numberof Units as applicable to the relevant Funds / Schemes / Plansto be exchanged of this Scheme.

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Unitholder should note that each exchange represents the saleof Units from one Scheme (which may produce a capital gainsor loss) and the purchase of Units in another Scheme and forNRI/ FII unitholder is also subject to any final approval andprocedures laid down by RBI and any other agency (if any).

viii. Suspension of ongoing Sale, Redemption or Switch of Units

The ongoing sale, Redemption or switch of Units may besuspended temporarily or indefinitely under any of the followingcircumstances:

� Stock markets stop functioning or trading is restricted.

� Periods of extreme volatility in the capital / stock markets,which in the opinion of the Asset Management Companyis prejudicial to the interests of the Unitholders.

� A complete breakdown or dislocation of business in themajor financial markets.

� Natural calamities.

� Declaration of war or occurrence of insurrection, civilcommotion or any other serious or sustained financial,political or industrial emergency or disturbance.

� SEBI, by order, so directs.

� On a requisition made by three-fourths of the Unitholders.

The Fund also reserves the right, to withdraw sale of Units inthe Scheme temporarily or indefinitely, if the Asset ManagementCompany / Trustee Company views that increasing the Scheme’ssize further may prove detrimental to the existing Unitholders ofthe Scheme. An offer for fresh subscription of Units is not bindingon and may be rejected by the Asset Management Company/Trustee Company, unless it has been confirmed in writing bythe Asset Management Company/ Trustee Company andpayment has been received.

Suspension of repurchase facility under the scheme shall bemade applicable only after the approval from the Board ofDirectors of the AMC and Trustee Company. The approval fromthe AMC & Trustee Company Boards giving details ofcircumstances and justification for the proposed actions shallbe informed to SEBI in advance.

ix. Unclaimed Redemption/Dividend AmountThe unclaimed Redemption amount and Dividend amount maybe deployed by the Mutual Fund in Call Money Market or MoneyMarket Instruments only and the investor who claims theseamounts during a period of three years from the due date shallbe paid at the prevailing Net Asset Value. After a period of threeyears, this amount will be transferred to a pool account and theinvestor can claim the amount at NAV prevailing at the end ofthird year. The income on such funds will be used for the purposeof investor education. The AMC will make continuous efforts toremind the investors through letters to take their unclaimedamount. Further, the investment management fee charged bythe AMC for managing unclaimed amounts shall not exceed 50basis points.

XVIII. ACCOUNTING POLICIES

Accounts and Audit

TAML will keep and maintain the books of accounts, records anddocuments for the Scheme so as to explain its transactions and todisclose the financial position of the Scheme. The Trust shall arrangefor the financial statements of the Scheme to be audited as of every31st March and shall prepare an annual report and annual statementof account. The first such audit was conducted and such annualreport prepared for the period ended March 31st, 2003. The Boardshall have the financial statements for the Scheme audited by suchChartered Accountant(s) as may be appointed for that purpose bythe Trustee Company. S.B.Billimoria & Co. Chartered Accountants,have been appointed in such capacity.

Pursuant to Regulation 50 of the SEBI (Mutual Funds) Regulations,1996, the following accounting policies are applicable to the Scheme:

a) For the purposes of the financial statements, the Fund shallmark all investments to market and carry investments in thebalance sheet at market value. However, since the unrealisedgains arising out of appreciation on investments cannot bedistributed, provision shall be made for exclusion of this itemwhen arriving at distributable income.

b) In respect of all interest-bearing investments, income shall beaccrued on a day to day basis as it is earned. Therefore whensuch investments are purchased, interest paid for the periodfrom the last interest due date upto the date of purchase shallnot be treated as a cost of purchase but shall be debited toInterest Recoverable Account. Similarly, interest received atthe time of sale for the period from the last interest due dateupto the date of sale shall not be treated as an addition to salevalue but shall be credited to Interest Recoverable Account.

c) In determining the holding cost of investments and the gainsor loss on sale of investments, the “average cost” method shallbe followed.

d) Transactions for purchase or sale of investments shall berecognised as of the trade date and not as of the settlementdate, so that the effect of all investments traded during afinancial year are recorded and reflected in the financialstatements for that year. Where investment transactions takeplace outside the Stock Market, for example, acquisitionsthrough private placement or purchases or sales throughprivate treaty, the transaction would be recorded, in the eventof a purchase, as of the date on which the Scheme obtainsany enforceable obligation to pay the price or, in the event of asale, when the Scheme obtains an enforceable right to collectthe proceeds of sale or an enforceable obligation to deliverthe instruments sold.

e) Where income receivable on investments has been accruedand has not been received for a period of 3 months beyondthe due date, provision shall be made by debit to the revenueaccount for the income so accrued and no further accrual ofincome shall be made in respect of such investment.

f) When in the case of an open-ended Scheme (like the presentScheme) Units are sold, the difference between the sale priceand the face value of the Unit, if positive, shall be credited toreserves and if negative shall be debited to reserves, the facevalue being credited to Capital Account. Similarly, when inrespect of such a Scheme (like the present Scheme), Unitsare repurchased, the difference between the purchase priceand face value of the Units, if positive shall be debited toreserves and if negative, shall be credited to reserves, theface value being debited to the Capital Account.

g) In the case of an open-ended Scheme (like the presentScheme), when Units are sold an appropriate part of the saleproceeds shall be credited to an Equalisation Account andwhen Units are repurchased an appropriate amount shall bedebited to Equalisation Account. The net balance on thisaccount should be credited or debited to the Revenue Account.The balance on the Equalisation Account debited or creditedto the Revenue Account should not decrease or increase thenet income of the Fund but is only an adjustment to distributablesurplus. It shall therefore be reflected in the Revenue Accountonly after the net income of the Fund is determined.

h) The cost of investments acquired or purchased would includebrokerage, stamp charges and any charge customarily includedin the broker’s bought note. In respect of privately placed debtinstruments any front-end discount offered should be reducedfrom the cost of the investment.

i) To provide appropriate details of the Schemewise deploymentof the assets of the Fund, certain accounting policies andstandards in accordance with the appropriate guidance notesissued by the Institute of Chartered Accountants of India may

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be adopted by TAML, and amended from time to time. TheTrustee Company/ TAML may alter these above statedaccounting policies and standards from time to time, and alsoto the extent the guidance notes issued by the Institute ofChartered Accountants of India, and the SEBI (Mutual Funds)Regulations, 1996 change, so as to permit the Scheme to givea true and fair view of its state of affairs. As such the accountingpolicies and standards, and the preparation of the annual reportand annual statement of account of the Scheme will be inaccordance with SEBI (Mutual Funds) Regulations, 1996,including Schedule IX and XI thereof.

XIX. TAX TREATMENT OF INVESTMENTS IN MUTUAL FUNDS

Certain tax benefits as described below are available, under presenttaxation laws to the Unitholders holding the Units as an investment.The information set out below is included for general informationpurposes only and does not constitute legal or tax advice. In view ofthe individual nature of the tax consequences, each investor isadvised to consult his or her own tax consultant with respect to specifictax implications arising out of their participation in the Scheme. IncomeTax benefits to the mutual fund and to the unitholder is in accordancewith the prevailing tax laws as certified by S.B. Billimoria & Co.,Chartered Accountants, the Auditors of the Scheme.

i. TAX BENEFITS TO THE FUNDTata Mutual Fund is a Mutual Fund registered with the Securitiesand Exchange Board of India and hence the entire income of theFund will be exempt from income-tax in accordance with the provi-sions of Section 10(23D) of the Income-tax Act, 1961 (the Act).

The Fund will receive all income without any deduction of tax atsource under the provisions of Section 196(iv), of the Act.

However, under the Finance (No. 2) Act, 2004, ( the Finance Act ) itis provided that on income distribution, if any, made by the Fund onor after 1 April, 2004, to Unitholders, being Individuals and HinduUndivided Family, income-tax will be payable under Section 115R ofthe Act, at 13.06875 % (inclusive of surcharge and additionalsurcharge called Education Cess on income-tax), and to otherUnitholders at 20.91% (inclusive of surcharge and additional sur-charge on income-tax), except, inter alia, in the case of open-endedequity-oriented funds, (i.e. where the investible funds are investedby way of equity shares in domestic companies to the extent of morethan 50% of the total proceeds of the Fund), where no such tax willbe levied.

ii. TAX BENEFITS TO UNITHOLDERS

Income Tax

All Unitholders

Income received in respect of units of a mutual fund, in respect ofincome distribution made on or after 1 April, 2003, would be exemptfrom income-tax in the hands of the Unitholders under Section 10(35)of the Act.

Tax Deduction at Source

All Unitholders

In view of the exemption of income in the hands of the Unitholders,no income tax is deductible at source, on income distribution by theFund, under the provisions of Sections 194K and 196A of the Act.iii. Capital Gains Tax

All Unitholders

Under Section 10(38) of the Act, capital gains arising on transfer of along-term capital asset held for a period of more than twelve months,inter alia, being a unit of an equity oriented fund (as defined therein)would be exempt from income-tax, if sale of such unit is made on orafter 1 October, 2004, and such transaction has been chargeable tosecurities transaction tax under Chapter VII of the Finance Act.Currently securities transaction tax is being levied at 0.15% on saleof units to the mutual fund and at 0.075% for delivery-based salethrough stock exchange.

Under Section 54EC of the Act and subject to the conditions speci-fied therein, taxable capital gains arising on transfer of a long- termcapital asset shall not be chargeable to tax to the extent such capitalgains are invested in certain notified bonds within six months fromthe date of transfer.

Under Section 54ED of the Act and subject to the conditions speci-fied therein, capital gains arising from transfer of long term assets,inter alia, being listed units shall not be chargeable to tax to theextent such gains are invested in acquiring equity shares formingpart of an “eligible issue of share capital” within six months from thedate of transfer of the long-term assets. Eligible issue of share capitalhas been defined as an issue of equity shares which satisfies thefollowing conditions:

� the issue is made by a public company formed and registeredin India; and

� the shares forming part of the issue are offered for subscrip-tion to the public.

The following amounts would be deductible from the full value ofconsideration, to arrive at the amount of capital gains :

� cost of acquisition of Units (excluding the SecuritiesTransaction Tax, if any paid on acquisition) as adjusted byCost Inflation Index notified by the Central Government,and

� expenditure incurred wholly and exclusively in connectionwith such transfer.

Under the provisions of Section 94(7) of the Act, loss arising on saleof Units, which are bought within three months prior to the recorddate (i.e. the date fixed by the Mutual Fund for the purposes ofentitlement of the Unitholders to receive the income) and sold withinnine months after the record date, shall be ignored for the purpose ofcomputing income chargeable to tax to the extent of exempt incomereceived or receivable on such Units.

Under the provisions of Section 94(8) of the Act, as inserted by theFinance Act, where on units which are bought, additional units areallotted without any payment within three months prior to the recorddate, which are sold within nine months after the record date, theloss arising on sale on such units bought shall be ignored for thepurpose of computing income chargeable to tax and such loss shallbe treated as the cost of acquisition of such additional units.

Subject to above, capital gains tax will be chargeable as under :

Foreign Institutional Investors

Long-term capital gains on sale of Units, other than units of an equityoriented fund referred to above, would be taxed at the rate of 10%under Section 115AD of the Act. Such gains, would be calculatedwithout indexation of cost of acquisition.Short-term capital gains arising after 1 October 2004, would also betaxable under Section 111A of the Act, at 10% if the sale of such unithas been chargeable to securities transaction tax. Other short-termcapital gains would be taxed at 30%.

The above tax rates would be increased by applicable surcharge, incase of, non-corporate Unitholders, at 10% thereof, where theirincome exceed Rs.850,000/- and at 2.5% thereof in case of allcorporate Unitholders. In all cases, additional surcharge at 2% calledEducation Cess will be levied on the aggregate of tax and applicablesurcharge, so calculated.

Other Unitholders

Long-term capital gains in respect of Units, other than units of anequity oriented fund referred to above, held for a period of more thantwelve months, will be chargeable under Section 112 of the Act, atconcessional rate of tax, at 20%, as increased by the applicablesurcharge. An additional surcharge at 2% on the aggregate of taxand surcharge is to be levied under the Finance Act.

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TATA MONTHLY INCOME FUND

In case of Individuals and Hindu Undivided Families, where taxableincome as reduced by long-term capital gains, is below the basicexemption limit, the long-term capital gains will be reduced to theextent of the shortfall and only the balance long-term capital gainswill be subjected to the flat rate of income tax.

However, where the tax payable on such long-term capital gains,computed before indexation, exceeds 10%, as increased by theapplicable surcharge and additional surcharge as provided by theFinance Act, of the amount of capital gains, such excess tax shallnot be payable by the Unitholder.

Short-term capital gains in respect of all Units, held for a period ofnot more than twelve months, will be aggregated with other incomeand taxed at rates of tax, including surcharge, applicable to normalincome. However, Section 111A inserted in the Act, by the FinanceAct, provides that such gains, in respect of equity oriented fund, willbe taxable only at 10% as increased by the applicable surcharges, ifsuch gains arise after 1t October, 2004, and the sale of unit has beenchargeable to the securities transaction tax.

Tax Deduction at Source

Domestic UnitholdersNo income tax is deductible at source from income by way ofcapital gains under the present provisions of the Act.Foreign Institutional Investors

Under Section 196D of the Act, no deduction shall be made fromany income by way of capital gains, in respect of transfer ofsecurities referred to in Section 115AD of the Act.

Other Non-resident Unitholders

Part II of the First Schedule to the Finance Act, provides for deduc-tion of tax at source from taxable capital gains at the rate of 20%,where they relate to long-term capital gains and at the marginal rates,viz. at 30% in case of non-corporate Unitholders and at 40% in caseof corporate Unitholders, in case of short-term capital gains.Surcharge on income-tax will be levied at 10%, on such tax, in respectof non-corporate Unitholders, where their income exceed Rs.850,000/- and at 2.5% thereof in case of all corporate Unitholders. An additionalsurcharge at 2% is also to be levied under the Finance Act in allcases on the aggregate of tax and surcharge, so calculated.

Other BenefitInvestments in Units of the Mutual Fund will rank as an eligible formof investment under Section 11(5) of the Act read with Rule 17C ofthe Income Tax Rules, 1962, for Religious and Charitable Trusts.

Wealth Tax

Units held under the Schemes of the Fund are not treated as assetsas defined under Section 2(ea) of the Wealth Tax Act, 1957 andtherefore would not be liable to wealth tax.

Gift Tax

The Gift-tax Act, 1958, has ceased to apply to gifts made on or after1 October 1998. Gifts of Units, purchased under the Schemes, wouldtherefore, be exempt from gift-tax.

However, it is now provided by the Finance Act that, subject to certainexceptions, cash, gifts in excess of Rs.25,000/- received after 1September, 2004, without any consideration will be taxed as incomein the hands of recipients.

XX. INVESTORS’ RIGHTS & SERVICES

i. Rights� An abridged schemewise annual report shall be mailed to all

the unitholders not later than six months from the date of closureof the relevant accounting year and the full annual report shallbe available for inspection at the head office of the fund and thecopy shall be made available to the unitholders on request onpayment of nominal fees if any.

� Before expiry of one month from the close of each half year, i.e.on 31/3 and 30/9, the fund will publish its unaudited financialresults in the prescribed format as per SEBI Circular MFD/CIR/1/200/2001 dated April 20, 2001 in one national English dailynewspaper and in a newspaper in the language of the regionwhere the HO of the fund is situated.

� Before expiry of one month from the close of each half year thatis on 31/3 and 30/9, the fund will publish its scheme portfolio inthe prescribed format as per SEBI Circular MFD/CIR/9/120/2000dated November 24, 2000 in one national English dailynewspaper and in a newspaper in the language of the regionwhere the HO of the fund is situated, or send a copy of thescheme portfolio to all the unitholders.

� Unitholders under the Scheme have a proportionate right in thebeneficial ownership of the assets of TMF under the Scheme.

� The Unitholders have a right to ask the Trustee Company aboutany information which may have an adverse bearing on theirinvestments, and the Trustee Company shall be bound todisclose such information to the Unitholders as stated in theclauses “NAV Information” & “Information regarding the Scheme”.

� The Unitholders have a right to receive audited annual reportsetting forth the financials of the Scheme as on 31st Marchalong with the entire portfolio in detail.

� The appointment of the Asset Management Company can beterminated by majority of the trustees or by 75% of theunitholders of the scheme.

� The trustees shall ensure that no change in the fundamentalattributes of any scheme or the trust or fees and expensespayable or any other change which would modify the schemeand affects the interest of unitholders, shall be carried outunless:-

(i) a written communication about the proposed change issent to each unitholder and an advertisement is given inone English daily newspaper having nationwide circulationas well as in a newspaper published in the language of theregion where the Head Office of the mutual fund is situated;and

(ii) the unitholders are given an option to exit at the prevailingNet Asset Value without any exit load.”

� Unitholders have the right to inspect all the documents listedunder the clause “Documents Available for Inspection”.

� Under normal circumstances, the Redemption proceeds shallbe despatched within ten Business Days from the date ofRedemption, while income distribution warrants shall bedespatched within 30 days of the declaration of income.

ii. Services� Register of Unitholders

A register of Unitholders shall be maintained at the office of theAsset Management Company and also at the office of theRegistrar and at such other places as the Trustee Companymay decide and such register shall be conclusive evidence ofownership. The register shall contain the following particulars :

� The names and addresses of the Unitholders

� The number of Units held by each such holder

� The date from which the Unit(s) are held in the name of theholder(s)

� The Plan opted for making investment

The register may be closed for such time and for such period as theTrustee Company may determine so. However, the register shallnot remain closed for more than 45 business/ working days in anyone year. In the event of a closure of the register for a period orperiods, notice shall be given by way of publication in newspaper(s)or other media. Requests for fresh/ ongoing sales, Redemption,switch will not be accepted during the period when the register isclosed. Except when the register is closed, the register shall during

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TATA MONTHLY INCOME FUND

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the business hours subject to such reasonable restrictions as theTrustee Company may impose, but not less than two hours on eachbusiness day, be kept open for inspection by any Unitholder. Subjectto the provisions herein contained, the Trustee Company and TAMLshall neither receive notice in respect of any Unit of any trustexpress, implied, or constructive, nor shall they be bound to enterany such notice in respect of any Unit in the register except whenso directed by a Court of Competent jurisdiction.

Each Unitholder will receive an updated Account Statement, eachtime fresh / ongoing sale, partial redemptions / Redemption / switchof Units are made or any other distributions (other than IncomeDistribution), if any, in respect of Units are declared and paid.Fractional Units will be computed and accounted for upto threedecimal places.

iii. Information regarding the SchemeThe AMC / Fund shall also make such periodic disclosures to theUnitholders as are required by the SEBI Regulations and are essentialto keep them informed about any information which may have anadverse bearing on the Scheme. As such, the disclosure ofinformation, etc. of the Scheme will be in accordance with SEBIRegulations including Schedule XI & XII thereof.

An abridged Schemewise annual report shall be mailed to allunitholders not later than six months from the date of closure of therelevant accounting year and the full annual report shall be availablefor inspection at TAML; a copy shall be made available to theunitholders on request, on payment of nominal Fees, if any. TheAnnual Report and abridged summary thereof shall contain detailsas specified in the Eleventh Schedule of the SEBI Regulations andsuch other details as are necessary for the purpose of providing atrue and fair view of the operations of the mutual fund; Provided thatthe abridged schemewise annual report mailed to unitholders neednot contain full portfolio disclosure, if the full accounts are publishedin newspapers, but should contain details of group companyinvestments such as the name of the company, the amount ofinvestment made in each company of the Group by each schemeand the aggregate investments made by all schemes in the groupcompanies of the sponsor.

The Annual Report of the Asset Management Company will also bedisplayed on the website of the AMC.

Annual Report, Half Yearly Results and Half Yearly Portfolio Statementof Mutual Fund will also be displayed on the website of AMC andAMFI.

Mutual Funds can send account statements annual report, portfoliostatements and other correspondence to the unit holders using e-mail as an alternate mode of communication, with the consent oftheir unitholders.

iv. Meeting and consent of UnitholdersPursuant to Clause 15 of Regulation 18 of the SEBI (Mutual Funds)Regulations, 1996, the Trustee Company shall call for a meeting andobtain the consent of the Unitholders of the Scheme (entirely at theoption of the Trustee Company, either at a meeting of the unitholdersor through postal ballot or any other mode of communication inconformity with the Regulations and/or SEBI Regulations) under anyof the following circumstances:

� whenever required to do so by SEBI in the interest of theUnitholders.

� upon the request of three-fourths of the Unitholders of theScheme.

� if the Trustee Company determines to wind up the Scheme orprematurely redeem the units.

v. Benefits to the Unitholders

All benefits accruing / earned under the Scheme in respect of income( not included in NAV ), capital, reserves and surpluses, if any, at the

time of their declaration or otherwise under the Scheme shall beavailable only to the Unitholders who hold the Units at the time of its/ their declaration.

vi. Documents available for inspection

Following documents will be available for inspection by the prospectiveinvestors / Unitholders on all Business Days between 11.00 am and1.00 p.m. at the Office of Tata Asset Management Limited.

� A copy of Memorandum & Articles of Association of TAML.

� A copy of the Custodian Agreement.

� Consent from the Auditors to act in the said capacity.

� SEBI (Mutual Funds) Regulations, 1996.

� A copy of the Offering Circular.

� Copy of the Trust Deed.

� Copy of Memorandum & Articles of Association of TrusteeCompany.

� Copy of Investment Management Agreement.

� Copy of Registration Certificate from SEBI.

� Copy of Agreement with Registrars

� Indian Trusts Act, 1882

XXI. INVESTOR GRIEVANCES REDRESSAL MECHANISMThe complaints by investors were usually received at CAMSAuthorised Investor Service Centres and now onwords will be receivedat Cams Authorised Investor Service Centre. If the complaints arequeries like non-receipt of certificate, change of address etc. whichare only redressable by the Mumbai office they are answered by thesame. Complaints/ queries solvable at the local Authorised InvestorService Centres are addressed accordingly.

A complete record of complaints received and attended is maintainedand a review is carried out periodically by TAML to ensure promptredressal of complaints.

Yearwise breakup of Investor Complaints

Up to Opening Letters Total Letters LettersBalance Received Attended Balance

31/03/2002 11 7342 7353 7353 0

31/03/2003 0 15373 15373 15364 9

31/03/2004 9 6966 6975 6975 0

31/10/2004 0 938 938 930 8

Conflict of interestThe Trustee Company, the Asset Management Company, theCustodian, the Registrar, any Associate, any Distributor, Dealer, othercompanies within the Tata group, etc. may from time to time act(individually and / or jointly) as manager, custodian, registrar,administrator, investment adviser, distributor or dealer or agent ormarketing associate, respectively in relation to, or be otherwiseinvolved in, other Schemes / Funds / Activities (in the same or differentcapacity) (to the extent permitted under various relevant Regulations),which may have similar investment objectives to those of the Scheme/Fund. The Asset Management Company, may for example, makeinvestments for other permitted business activities or on its own behalfwithout making the same available to the Scheme / Fund. The AssetManagement Company/Trustee Company will, at all times, haveregard in such event to its obligations to act in the best interests ofthe Scheme / Fund so far as is practicable, having regard to itsobligations to other permitted business activities and will ensure thatsuch transactions are conducted with / by the Scheme / Fund purelyon commercial terms / on an arm’s length basis as principal toprincipal.

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TAML may, utilise the services of the Companies stated in the clause“Associate Transactions” (& to whom selling commission has beenpaid/provided for their marketing efforts in mobilising subscriptionfor the units of the previous schemes of the Fund)and/or the Sponsors,Associates, other Companies within the TATA group, Employees ortheir relatives, etc. for the purpose of any securities transactions anddistribution and sale of Units / securities, provided that any deal insecurities through any broker associated with the Sponsors shouldnot be beyond 5% of the quarterly aggregate purchase and sale ofsecurities by TMF, as per SEBI Regulations and the brokerage orcommission paid as per prevailing market practice and/or approvedrates is disclosed in the half yearly annual accounts of the Fund .TAML may, invest in Units of the Funds / Schemes in TMF (the existingFunds / Schemes including the present Scheme and others as maybe announced / launched from time to time), only after full disclosureof its intention to invest has been made in the Offering Circulars.TAML shall not charge any fees on its investment in Units of theFunds / Schemes in TMF.

TAML shall not act as a Trustee of any Mutual Fund and shall notundertake any other business activities except activities in the natureof management and advisory services to offshore funds, pensionfunds, provident funds, venture capital funds, management ofinsurance funds, financial consultancy and exchange of research oncommercial basis, if any of such activities are not in conflict with theactivities of the Fund. Provided that TAML may itself or through itssubsidiaries undertake such activities if it satisfies SEBI that its keypersonnel, the systems, back office, bank and securities accountsare segregated activity wise and there exist systems to prohibit accessto inside information of various activities. Provided further that TAMLshall meet capital adequacy requirements, if any, separately for eachsuch activity and obtain separate approval, if necessary under therelevant Regulations. Please refer to the clauses on “The AssetManagement Company” and “Investment Limitations”.

XXII. PENALTIES PENDING LITIGATION OR PROCEEDINGS,FINDINGS OF INSPECTIONS OR INVESTIGATIONS FORWHICH ACTION MAY HAVE BEEN TAKEN OR IS IN THEPROCESS OF BEING TAKEN BY ANY REGULATORYAUTHORITY

1. Cases of penalties awarded by SEBI Act or any of its regulationsagainst the Sponsor of the Mutual Fund or any companyassociated with the Sponsor in any capacity including the AssetManagement Company, Trustee Company/Board of Trustees,or any of the Asset Management Company and TrusteeCompany. For Sponsor and its associates, other than thepenalties as mentioned above, the penalties for defaults inrespect of shareholders, debentureholders and depositors shallalso be disclosed. Additionally, penalties awarded for anyeconomic offence and violation of any securities laws shall bedisclosed.

A fine of Rs. 2 lacs has been paid by Tata Asset Management Ltd. toSEBI (on behalf of the AMC and the Mutual Fund) for disclosure ofportfolio statement to Unitholders not being in the exact format asprescribed by SEBI.

2. Pending material litigation proceedings incidental to the businessof the Mutual Fund to which the Sponsor of the Mutual Fund orany company associated with the Sponsor in any capacityincluding the AMC, Board of Trustee/Trustee Company or anyof the directors or key personnel is a party. Any pending criminalcases against the Sponsor or any company associated with theSponsor in any capacity including the AMC, Board of Trustee/

Trustee Company or any of the directors or key personnel shouldbe also be disclosed separately.

“SEBI has filed a with petition before the Bombay High Courtseeking direction to the Additional Metropolitan Magistrate (theMagistrate) to expedite the case in a criminal complaint (foralleged insider trading) initiated by them earlier againstHindustan Lever Ltd. (HLL) and its five Executive Directorswho held such office in March 1996. Thereafter, the Magistratehas taken congnizance of SEBI’s complaint and has directedthe issue of summons to HLL and the five Executive DirectorsMr. S.M. Datta, a director of the Tata Trustee Company Pvt.Ltd., was one of the five Executive Directors of HLL who arebeing proceed against.”

3. Deficiency in the systems and operations of the Sponsor of theMutual Fund or any company associated with the sponsor inany capacity including the AMC or the Trustee Company whichSEBI has specifically advised to be disclosed in the offerdocument, or which has been notified by any other regulatoryagency, shall be disclosed. – NIL.

4. Enquiry/adjudication proceedings under the SEBI Act and theRegulations made thereunder, that are in progress against theSponsor of the Mutual Fund or any company associated withthe Sponsor in any capacity including the AMC, Board of Trustee/Trustee Company or any of the Directors of key personnel ofthe Asset Management Company shall be disclosed. – NIL.

MISCELLANEOUSStatements in this Offering Circular are, except where otherwisestated, based on the law and practice currently in force in India andare subject to changes therein. The information contained in thisOffering Circular regarding taxation is for general information purposesonly and is in conformity with the relevant provisions of the IncomeTax Act, 1961, Wealth Tax Act, 1957, and Gift Tax Act, 1958,respectively and has been included relying upon advice provided tothe Fund by S.B.Billimoria & Co. Chartered Accountants, auditors ofTMF, based on the relevant prevailing provisions. Further investmentsby NRI will also be in accordance with the provisions of ForeignExchange Management Act, 1999 and RBI directions andpermissions for offer of units to NRIs/ FIIs. All necessary and requiredpermissions have been / are being taken and resolutions have been/ are being passed. This Offering Circular is approved by the TrusteeCompany on 13th September, 2002.

The contents of the Offer Document including figures, data, yields,etc. have been checked and are factually correct.

All points mentioned in the SEBI (Mutual Fund) Circular MFD/CIR/06/275/2001 dated July 9, 2001 and revised as on December26, 2003 have been included in this Offer Document.

Notwithstanding anything contained in the offer document theprovisions of the SEBI (Mutual Funds) Regulations, 1996 and theguidelines thereunder shall be applicable.

By orderBoard of Directors

Tata Asset Management Ltd.

H. A. BulsaraChief Operating Officer

Place : Mumbai

Dated : 25th November, 2004 .

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AMC OFFICES

Call Free : 1–600–22–0101Ahmedabad : 702, “Abhijeet -1”, Mithakhali Circle, Navarangpura, Ahmedabad - 380 009, Tel: (079) 55418989 Mob: 9824284200.Bangalore : 708, Barton Centre, 7th Floor, 84 Mahatma Gandhi Road, Bangalore 560 001, Tel: (080) 25588895 / 96.Bhopal : Swadesh Dubey (Mob): 9826826646.Bhubaneshwar : Narayan Market Complex, 2nd Floor, Janapath, 48 - Ashok Nagar, Bhubaneswar - 751 009, Phone - 0674 – 2533818, Mob - 94370 56196.Chennai : Flat-C, Ist Floor, Ashika Chambers, 22, Chamiers Road, Teynampet, Chennai - 600 018. Tel: (044) 24320032, 24320033.Chandigarh : Cabin No.22, 2nd Floor, Meeting Point.S.C.O.487 - 488,Sector - 35C,Chandigarh – 160022, Tel - (0172)- 5087322 (D),2603771,2604463 extn.231,

Fax - 0172 – 2603770.Cochin : 2nd Floor, Ajay Vihar, Next to Hotel Avenue Regent, Jos Junction, M G Road, Ernakulam, Cochin.

Tel:(0484) 2377580, 2377520, Mobile : 9895033111, Telefax : 0484-2377581.Coimbatore : Gowtham Arcade, 208, T. V. Samy Road (East), R.S. Puram. Coimbatore - 641002, Tel : (0422) 5365635, Mobile: 9843552399.Hyderabad : 6 - 3 - 635/637, B. No. 202, Akaashganga, 2nd Floor, Khairtabad Circle, Hyderabad 500 034,

Tel: (040) 55510215/17/18/19, 55510249, 55548290 Fax: 23395837.Jaipur : M-3(a), Sangam Tower, Church Road, Jaipur-302 001. Tel: - (0141) - 5105177 / 78.Kanpur : Ground Floor, Agarwal Building, Adjoining Oriental Bank of Commerce,Survey No.419/1 Cantts., The Mall, Kanpur - 208 004,

Tel : (0512) 2306066, Fax : 0512) 2306065.Kolkata : Tata Centre,1st Floor, 43, Jawaharlal Nehru Road, Kolkata 700 071,Tel : (033) 2288 1534, 2288 3413, 2288 3415, Fax : (033) 22881535.Ludhiana : Cabin No. 301, Third Floor, SCO 18, Opposite Ludhiana Stock Exchange, Feroze Gandhi Market, Ludhiana - 141001. Mob: - 9815933667.Mumbai : Mulla House, Ground Floor, 51, M.G. Road, Mumbai 400 001, Tel: (022) 56315191/92/93, Fax: 56315194.New Delhi : 710-712, 7th Floor, Prakashdeep Bldg., 7, Tolstoy Marg, New Delhi 110 001, Tel: (011)-55303252/53, Mobile : 9810070252Pune : Office No.14, Karnik Heritage, 2nd Floor, 1225 D Shivaji Nagar, Pune 411 004, Tel - (020) 56052827 / 8 / 9 Telefax: (020) 405 2829.Jamshedpur : C/o Mithila Motors Ltd. 1st Floor, Main Road, Bistupur, Jamshedpur - 831 001, Tel: (0657) 2756021/22/23/30, Fax: (0657) 2756030.Lucknow : Office No. 4, 1st Floor Centre Court Building, 3 C, Park Road, Lucknow 226 001, Tel : 0522- 2235386 Mob: - 94150 93014.Ranchi : Shop No - 15, A. C. Market, ground Floor, G. E. L. Church Complex, Main Road, Ranchi – 834001, Mob: - 98351 90809.Surat : 421, Jolly Plaza, Near Collectors Office Next to G.P College. Athwa Gate, Surat - 395 001, Mob: - 9824020023 Tel: - 0261-5554418 / 19.

COMPUTER AGE MANAGEMENT SERVICES (P) LTD.Agra : Mr. Pankaj Jain, CAMS Transaction Point, F-39/203, Sky Tower, Sanjay Place, Agra - 282002, Tel.: 0562 – 252 1812 Email ID: [email protected] Ahmedabad : Mr. Mukesh Shah / Mr. Bangdiwala, CAMSInvestor Service Center, 402-406, 4th Floor - Devpath Building, Off C G Road, Behind Lal Bungalow, Ellis Bridge, Ahmedabad - 380006 , Phone- (079) 2642 4940, 2646 4929 Fax: 2642 4950, E Mail: [email protected] : Ms. Preeti Agarwal, CAMS Transaction Point, 1st Floor, Chandra Shekhar Azad Complex, (Near Indira Bhawan), 5, S.P. Marg, Civil Lines, Allahabad – 211001 Tel.: 0532 – 260 1602 Email ID: [email protected] : Mr. Rahamathullah, CAMS Transaction Point, 81, Gulsham Tower, Near Panchsheel Amaravati - 444 601, Tel.: 0721 – 3099512, Email ID: [email protected], Amritsar : Mr. Sanjay Kapoor, CAMSTransaction Point, 378-Majithia Complex, 1st Floor, M. M. Malviya Road, Amritsar – 143001 , Tel.: 0183 – 221 1194 Email ID: [email protected] Aurangabad : Mr. Mohd. Rahmatullah, CAMS Transaction Point,Office No. 1, 1st Floor, Amodi Complex, Juna Bazar, Aurangabad - 431 001 Tel.: 0240 – 2363 664 Email ID: [email protected] Bangalore : Mrs. Girija Raman / Mr. Perviz, CAMS Investor Service Center, TradeCentre, 1st Floor, , 45, Dikensen Road ( Next to Manipal Centre ), Bangalore – 560 042, Tel.: 080 – 3094 1357 / 3094 2468, E Mail : [email protected], Bhubaneswar : Mr. Subrat Mishra / Mr. Kailash, CAMS InvestorService Center, 101/ 7, Janpath, Unit – III , Bhubaneswar : 751 001, Tel.:(0674) 253 4909, 253 5395 Fax : 253 4777, E Mail : [email protected] Belgaum : Mr Megharaj Habib, CAMS Transaction Point, No. 21, GroundFloor, Arvind Complex, 1552, Maruti Galli, Belgaum-590 002 Tel.: 0831 – 2425 305 Email ID: [email protected] Bhilai : Mr. Sanjay Kumar, CAMS Transaction Point, 209 , Khichariya Comple, Opp IDBI Bank, NehruNagar Square, Bhilai - 490 020 Tel.: 0788 – 505 0568 Email ID: [email protected] Bhopal : Mr. Ashish Ojha, CAMS Transaction Point, C-12, 1st Floor, Above Life Line Hospital, Zone-I, M.P.Nagar, Bhopal – 462011(M.P.) Tel.: 0755 – 528 5266, Email ID: [email protected] Calicut : Mr Nijas, CAMS Transaction Point, 17/28, H 1st Floor, Manama Towers, Marvoor Road, Calicut – 673 001, Tel.: 0495 – 272 3173, Email ID:[email protected] Chandigarh : Mr. Ramesh Bhatia / Mr. Jagjith Singh , CAMS Investor Service Center, SCO 154-155, 1st Floor, Sector 17-C, , Chandigarh-160017., Phone: (0172) – 2706 651 , 2711 325 Fax : 2705217 , E Mail: [email protected], Chennai : Mr. Somakumar / Venkatesh Pai , Computer Age Management Services Pvt. Ltd., Ground Floor , A & B. Lakshmi Bhawan , 609. Anna Salai , Chennai - 600 006 , Phone:(044) – 2829 5163, 2829 1549 Fax: 2829 5403, E Mail: [email protected],Cochin : Mr.George Varghese / Mr. Datta , CAMS Investor Service Center, 40 / 9633 D, Veekshanam Road,, Near International hotel,Cochin – 682 035, E Mail: [email protected], Coimbatore : Mr.Vetrivel / Ms. Kalpana, CAMS Investor Service Center, 66. Lokamanya Street (West) , Ground Floor, , R.S.Puram, , Coimbatore - 641 002, Phone:(0422) 5369 575, 5369 576 , E Mail: [email protected] Dhanbad : Mr. Gopal Agarwal, CAMS Transaction Point, Urmila Towers, Room No: 111(1st Floor), Bank More, Dhanbad - 826 001 Tel.: 0326 - 230 4675 EmailID: [email protected] Dehradun : Ms. Monika, CAMS Transaction Point, 81, Chakrata Road, Dehradun - 248 001, Tel.: 0135 - 271 3233 Email ID: [email protected] Durgapur : Mr. Falguni Ghosh, CAMSTransaction Point, SN- 10, Ambedkar Sarani, City Centre, Durgapur – 713216 Tel.: 0343 – 254 8190 Email ID: [email protected] Guntur : Mr. A. S.Raju, CAMS Transaction Point, Shyamsunder Golden Towers,Ground Floor 3rd Lane, Brodipet, Adjacent to Over-bridge, Guntur - 522 002 Tel.: 0863 – 5580 838 Email ID: [email protected] Guwahati : Mr. Prodipta Bhattacharjee, CAMS Transaction Point, A.K. Azad Road,Rehabari, Guwahati –781008, Tel.: 0361 – 260 7771, Email ID: [email protected], Hubli : Mr. Veeresh CAMS Transaction Point, No.208, ‘ A ‘ Block,1st Floor, Kundagol Complex, Opp. Court, Club Road, Hubli -580029, Tel.: 0836 – 225 1213, Email ID: [email protected], Indore : Ms. Kavita Dalal / Mr. Manoj, CAMS Investor Service Center, Dalal Chambers, 101.Sagarmatha Apartments, , 1st Floor, 18 / 7 MG Road, , Indore- 452 003, Phone: (0731) 252 8609, 252 9261, E Mail : [email protected], Mr. K.K.Khilnani / Mr. Pintu, CAMS Investor Service Center, G-III, Park Saroj , Behind Ashok Nagar Police Station , R-7, Yudhisthir Marg ,C-Scheme , Jaipur - 302 001, Phone 0141 – 222 0948 / 222 0951, E Mail : [email protected], Jalandhar : Mrs. Monisha Sikka, CAMS Transaction Point, 367/8, Central TownOpp. Gurudwara Diwan Asthan, Jalandhar- 144001, Tel.: 0181 – 2456336 Email ID: [email protected], Jamnagar : Mr. Manish Bhuva, CAMS Transaction Point, 207/209, K.P. Shah House I, K.V. Road, Jamnagar - 361 001, Tel.: 0288 - 255 8467, 0288 –3111909 Email ID: [email protected], Jamshedpur : Mr. Subrat Mishra, CAMS Transaction Point, Panch Bhawan, ‘R’ Road, Bistupur, Gr.Floor, (Near Rajasthan Bhawan), Jamshedpur – 831 001 Tel.: 0657 – 3105930 Email ID: [email protected] Jodhpur : CAMS Transacation Point, 1/5, Nirmal Tower,, Ist Chopasani Road, , Jodhpur – 342 003, Tel.: 0291 – 309 2892 / 262 8039 , Email ID: [email protected], Kanpur: Mr. Rishi Ranjan / Mr. Ashish , CAMS Investor Service Center, G – 27,28 – Ground Floor , City Centre, 63/ 2, The Mall, Kanpur – 208 001, Phone: (0512) 230 6668, 230 6685, E Mail: [email protected], Kolkata :Mr. Sukumar / Ms. Keya Banerjee, Computer Age Management Services Pvt Ltd., “LORDS Building”, 7/1,Lord Sinha Road, Ground Floor, Kolkata – 700 071, Phone: ( 033 ) 3058 2297/3058 2285/3058 2303 Fax : 033 30582288 , E Mail: [email protected], Kota : Mr. Prabhat Gupta, CAMS Transaction Point, B-33 ‘Kalyan Bhawan’, Triangle Part ,Vallabh Nagar, Kota – 324 007 Tel.: 0744 – 2505 452 Email ID: [email protected],Lucknow : Mr. Sandeep Das / Mr. Dinesh, CAMS Investor Service Center, No.3.First Floor , Saran Chambers 1,, 5. Park Road , Lucknow – 226 001 , Phone: ( 0522 ) – 2237309 Fax : 2237310 , E Mail: [email protected],Ludhiana : Mr.Rajesh Dewan / Mr. Ajay, CAMS Investor Service Center, Shop no. 20-21 ( Ground Floor ), Prince Market, near Traffic Lights, Sarabha Nagar Pulli, Pakhowal Road, P.O: Model Town, Ludhiana - 141 002,Tel.:(0161) 501 7502 , 241 0279 Fax : 245 8840, E Mail : [email protected], Madurai : Mr. S Duramimurthy, CAMS Transaction Point 86/71A, Tamilsangam Road, , Madurai - 625 001 , Tel.: 0452 - 2622 682 , EmailID: [email protected], Manipal : Mr. Ravi, CAMS Transaction Point, Academy Annex, First Floor , Opposite Corporation Bank, , Upendra Nagar, , Manipal – 576104, Tel.: 0820 – 257 3333, 529 2033, Email ID:[email protected], Merrut : Mr. Pankaj Jain, CAMS Transaction Point, 108 Ist Floor Shivam Plaza, Opposite Eves Cinema, Hapur Road, Merrut – 250 002, Tel.: 0121 – 2400 700 Email ID: [email protected],Mangalore : Mr. Veeresh Inchalmath / Mr. Raghavendra, CAMS Investor Service Center, 6. First Floor, West Gate Terminus, Falnir Road, Opp. Unity Health Complex, Highlands , Mangalore – 575 002, Phone: (0824) 2436567, 525 2525, E Mail : [email protected], Moradabad : Mr. Manoj Jain, CAMS Transaction Point, B-612 ‘Sudhakar’, Lajpat Nagar, Moradabad – 244 001, Tel.: 0591 - 3092844, Email ID: [email protected], Mysore : Mr. ST Patil, CAMS Transaction Point, No.3, 1st Floor, , CH.26 7th Main , 5th Cross , (Above Trishakthi Medicals) , Saraswati Puram, Mysore – 570 009, Tel.: 0821 – 309 1244 / 234 2182, Email ID:[email protected], Mumbai : Mr. R.Vaidyanathan / Mr. Jalson , Computer Age Management Services Pvt. Ltd., Rajabahdur Compound, Ground Floor, Opp Allahabad Bank, Behind ICICI Bank, 30, MumbaiSamachar Marg, Fort,, Mumbai – 400 023, Phone: 22702414, 22702415, 22702416, 22622903,22622904 , Fax: 22622561, E Mail: [email protected], Nagpur : Ms. Anitha Mokha / Ms. Geetha, CAMS InvestorService Center, 145 Lendra Park,Behind Shabari,, New Ramdaspeth, , Nagpur – 440 010., Phone: (0712) 253 2447, 253 7321 Fax: 254 1449, E Mail: [email protected], Nasik : MR Raman Balkisan Dhoot, CAMSTransaction Point, “Varsha Bungalow”, , 1st Floor, Near Rungtha High School, 493, Ashok Stambh, Nasik - 422001, Tel.: 0253 - 257 7449 Email ID: [email protected], New Delhi : Mr. Suresh Kalra / Mr. Felix,Computer Age Management Services Pvt. Ltd., 304-305 III Floor, Kanchenjunga Building, 18, Barakhamba Road, New Delhi - 110 001., Phone: ( 011 ) 2335 3831, 2335 3832 , 2335 3833 Fax: 2335 3834, E Mail:[email protected], Nellore : Mr. Srinivas, CAMS Transaction Point, Shop No.13, First Floor, KAC Plaza, R R Street, Nellore – 524 001 Tel.: 0861 – 5512 582, Email ID: [email protected] ,Panaji Goa : Mr.Vivekanand / Mr. Sudhil , CAMS Investor Service Center, No.108, 1st Floor, Gurudutta Bldg,, Above Weekender, M G Road, , Panaji Goa-403 001, Phone (0832) - 5645787, 2424527 , Fax: 242 4529 , E Mail:[email protected], Patiala : Mr. Vikas Gupta, CAMS Transaction Point, 35, New lal Bagh Colony, Patiala – 147001 Tel.: 0175 – 222 9633, 309 3724 Email ID: [email protected], Patna : Mr. Sunil Kumar/ Mr. Anand Kumar, CAMS Investor Service Center, Kamlalaye Shobha Plaza (1st Floor) , Behind RBI Near Ashiana Tower, Exhibition Road, Patna – 800 001 , Tel.: ( 0612 ) 2322 206, Email : [email protected],Pondicherry : Mr. Hashim, CAMS Transaction Point, 25, First Floor, Jawaharlal Nehru Street, Pondicherry – 605 001 Tel.: 0413 – 222 0575 / 233 5722 Email ID: [email protected], Pune : Mr. Yatin Desai / Mr. Kamaal,CAMS Investor Service Center, Nirmiti Eminence, Off No. 6, I Floor, Opp Abhishek Hotel Mehandale Garage Road, , Erandawane , Pune – 411 004, Tel.: 020 – 3028 3003, 3028 3004. , Fax: 020 – 2541 2294, E Mail:[email protected], Raipur : Mr. Ajay Maloo, CAMS TRANSACTION POINT, C-23, Sector 1 , Devendra Nagar , Raipur – 492004 Tel.: 0771 – 309 0830 Email ID: [email protected], Rajahmundry : Mr.Pavan Kumar, CAMS Transaction Point, D.no 7-27-4, Krishna Complex, Baruvari Street, T Nagar, Rajahmundry – 533101, Tel.: 0883 – 5565531, Email ID: [email protected], Rajkot : Mr. Kalpesh Mehta, CAMSTransaction Point 111, Pooja Complex , Harihar Chowk , Near GPO , Rajkot - 360001 , Tel.: 0281 - 2241 399 , Email ID: [email protected], Ranchi : Mr. Praveen Sharma, CAMS Transaction Point, 223,Tirath Mansion(Near Over Bridge),1st Floor, Main Road, Ranchi – 834 001, Tel.: 0651 – 309 5122, Email ID: [email protected], Rourkela : Mr Amit, CAMS Transaction Point, 1st Floor , Mangal Bhawan , Phase II , Power HouseRoad , Rourkela – 769001, Ph: Ph : 0661 2513098, Email : [email protected], Salem : Mr. AR Palaniappan, CAMS Transaction Point 28, I Floor , Advytha Ashram Road , Salem - 636 004 , Tel.: 0427 - 244 6338 ,Email ID: [email protected], Secunderabad : Mr.Bhavanarayanan / Mr. Ramakrishna, CAMS Investor Service Center, 102, First Floor , Jade Arcade, Paradise Circle, Secunderabad - 500 003, Phone- 040 - 55321531 , 5532 1532 Fax : 5532 1531, E Mail: [email protected], Siliguri : Mr. Sunando Sarkar, CAMS Transaction Point, No 8, Swamiji Sarani, Ground Floor,, Hakimpara, Siliguri – 734401, Tel.: 0353 - 221 6065, EmailID: [email protected], Surat : Mr. Ashish Engineer / Pragna Engineer, CAMS Investor Service Center, Niva Apartments,, Above Sagrampura-Rudarpura Co-op Bank, , Bhatia Street, Nanpura, Surat – 395001, Phone:(0261) – 246 4887 / 246 4679 / 246 2531, E Mail : [email protected], Trichur : Mr. Sibu K A, CAMS TRANSACTION POINT, VIII/350/15, O K John Memorial Building , Ekkanda Warrier Road , Trichur – 686 001 Tel.:0487 – 2420646, Email ID: [email protected], Trichy : Mrs V Jothi, CAMS Transaction Point, No 8, I Floor, 8th Cross West Extn., Thillainagar, , Trichy - 620 018 , Tel.: 0431 - 274 1717 , Email ID: [email protected],Trivandrum : Mr. Viji Thomas, CAMS Transaction Point, Tc 15 / 2012,, Sheelatha Building,, Womens’ College Lane,, Vazuthacadu,, Trivandrum – 695 014, Tel.: 0471 – 3950 414, Email ID: [email protected], ,Udaipur : Mr. Rajesh Surana, CAMS Transaction Point, 32, Ahinsapuri, Fatehpura Circle, Udaipur – 313004, Tel.: 0294 - 3091722, Email ID: [email protected], Vadodara : Mr. Satish Shah / Mr. Dilip Shah , CAMSInvestor Service Center, 109 - Silver Line, Besides world Trade Centre, Sayajigunj, Vadodara – 390 005., Phone: (0265) – 222 5146, 236 2412, E Mail: [email protected], Varanasi : Mr Deepak Kumar Gujrati, CAMSTransacation Point, C 27/249 - 22A, Vivekanand Nagar Colony, , Maldhaiya, , Varanasi – 221002 , Tel.: 0542 – 220 8546 / 311 3810, Email ID: [email protected], Vijayawada : Mr. BVD Prasad, CAMS TransactionPoint 40-1-48/2, Bandar Road, Adj. To HDFC Bank, Vijayawada – 520010, Tel.: 0866 – 559 5657, Email ID: [email protected], Valsad : Mr. Kausik Mistry, CAMS Transaction Point, C/o. CAD House, SiddhivinayakComplex,, F-1, First Floor, Avenue Building,, Near R.J.J. School,, Tithal Road, , Valsad – 396001, Tel.: 02632 – 249 957, Email ID: [email protected], Visakhapatnam : Mr. Sastry / Mr. Murthy , CAMS Investor ServiceCenter, 47/ 9 / 17, 1st Floor,, 3rd Lane , Dwaraka Nagar , Visakhapatnam - 530 016. , Phone: (0891) – 2598 875, 2540 175, E Mail: [email protected].

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