TATA DIVIDEND YIELD FUND

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2 Item Table of Contents Page No. I. HIGHLIGHTS 2 II. DEFINITIONS 2 III. RISK FACTORS 4 IV. DUE DILIGENCE BY THE ASSET MANAGEMENT COMPANY 5 V. EXPENSES 6 VI. CONDENSED FINANCIAL INFORMATION 9 VII. CONSTITUTION OF TATA MUTUAL FUND 14 i. Constitution 14 ii. The Sponsors 14 iii. The Trustee Company 14 VIII. INVESTMENT OBJECTIVES AND POLICIES 18 i. Investment Objective, Investment Strategy and Risk Management 18 ii. Investment Pattern and Risk Profile 18 iii. Trading in Derivatives 18 iv. Change in Investment Pattern 20 v. Investment in Overseas Financial Assets 20 vi. Investment by the Fund and the Asset Management Company 20 vii. Restrictions on Investments (as per schedule 7 of SEBI Regulations 1996) 21 viii. Securities lending by the Mutual Fund 21 ix. Underwriting by the Scheme 22 x. Portfolio Turnover 22 xi. Borrowing by the Mutual Fund 22 xii. Fundamental Attributes 22 IX. MANAGEMENT OF THE FUND 23 i. The Asset Management Company 23 ii. Key Employees of the AMC and relevant experience 25 iii. The Custodian 27 iv. The Registrar 27 v. The Auditor 27 vi. Bankers 27 vii. List of Authorised Investor Service Centres 27 X. UNITS & OFFER 28 i. Refund 28 ii. Despatch of Statement of Account Statement/Unit Certificates 28 iii. Listing, Transfer & Pledge of Units 28 iv. Nomination Facility 28 v. Applications with Additional Holders 28 vi. Duration of the Scheme 29 vii. Winding Up 29 viii. Procedure for Winding Up 29 Item Table of Contents Page No. XI. SALE OF UNITS BEING OFFERED 29 i. Application Details 29 ii. Procedure for Application 30 iii. General Instructions 31 XII. DIVIDENDS/BONUS & DISTRIBUTIONS 32 XIII. INTER SCHEME TRANSFERS 32 XIV. ASSOCIATE TRANSACTIONS 33 XV. BORROWING BY THE MUTUAL FUND 37 XVI. COMPUTATION OF NAV & VALUATION OF ASSETS 37 i. Computation & Determination of Net Asset Value 37 ii. NAV Information 37 iii. Valuation of Assets 37 XVII. REPURCHASE, RESALE & SWITCH OF UNITS 40 i. Relevant NAV for Repurchase, Resale & Switch of Units 40 ii. Repurchase of Units of Tata Dividend Yield Fund 40 iii. Possible Deferral of Repurchase Requests and Compulsory Repurchase 40 iv. Spread between Sale and Redemption Price 41 v. Sale of units of an ongoing basis 41 vi. Switch of Units within the Funds / Schemes / Plans of Tata Mutual Fund 41 vii. Suspension of ongoing Sale, Redemption or Switch of Units 41 viii. Centres where Redemption/resale/switch requests can be given 42 ix. Unclaimed Redemption/Dividend Amount 42 XVIII. ACCOUNTING POLICIES 42 Accounts and Audit 42 XIX. TAX TREATMENT OF INVESTMENTS IN MUTUAL FUNDS 42 i. Tax Benefits to the Mutual Fund 42 ii. Tax Benefits to Unitholders 43 iii. Capital Gains Tax 43 XX. INVESTORS RIGHTS & SERVICES 43 i. Rights 43 ii. Services 44 iii. Information regarding the Scheme 44 iv. Meeting and consent of Unitholders 44 v. Benefits to the Unitholders 45 vi. Documents available for inspection 45 XXI. INVESTOR GRIEVANCES REDRESSAL MECHANISM 45 XXII. PENALTIES PENDING LITIGATION OR PROCEEDINGS, FINDINGS OF INSPECTIONS OR INVESTIGATIONS FOR WHICH ACTION MAY HAVE BEEN TAKEN OR IS IN THE PROCESS OF BEING TAKEN BY ANY REGULATORY AUTHORITY 45 1

3 I. HIGHLIGHTS A Mutual Fund - sponsored by Tata Sons Limited (TSL) and Tata Investment Corporation Limited (TICL). The Scheme is managed by Tata Asset Management Ltd. (TAML). An open ended Equity Scheme. Two Options for making investments : Dividend Option/Growth Option Transparency of Operation : Determination of Net Asset Value (NAV) on all business days. Minimum Application: Dividend Option : Rs. 5,000/- and therafter in multiples of Re. 1/-. Growth Option : Rs. 5,000/- and thereafter in multiples of Re. 1/-. For additional investment Rs. 1,000/- and thereafter in multiples of Re. 1/-. Minimum Balance by a Unitholder: Dividend Option : The Fund may, at its discretion require a Minimum Account Balance of Rs. 5,000/- and / or 500 units. Growth Option : The Fund may, at its discretion require a Minimum Account Balance of Rs. 5,000/- and / or 500 units. Resale / Repurchase/Switch at prevailing NAV with the applicable loads. NRIs can also invest. Earning of the Fund totally exempt from income tax under Section 10(23D) of the Income Tax Act, II. DEFINITIONS 1 ABN or Custodian ABN AMRO Bank N. V., a bank incorporated in the Netherlands with limited liability and includes its successors. 2 Business Day Any day on which the Mumbai Head Office of Tata Asset Management Limited is open for business purposes and the Banks in Mumbai/RBI clearing is functional. 3 Business Hours Business hours are from A.M. to 3.00 P.M. on any Business Day. 4 Calendar Year A Calendar Year shall be 12 full English Calendar months commencing from 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 and ending on 31st March. 7 Group As defined in sub-clause (ef) of clause 2 of MRTP Act, IMA Investment Management Agreement dated 9th May, 1995, as amended from time to 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 including amendments thereto from time to time and who has made an application for subscribing units under the Scheme. Under normal circumstances, an Unitholder shall be deemed to be the investor. 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 any date if the fund were to be wound up and its assets distributed on that date (valuing assets and liabilities in accordance with the normal accounting policies of the Fund, but ignoring 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 that Unit on any Valuation date by dividing the net assets of the Scheme by the number of outstanding Units on the Valuation date. 11 Net Assets Net Assets of the Scheme / Plan at any time shall be the value of the Fund s total assets less its liabilities taking into consideration the accruals and the provisions at that time. 12 Non- Resident Any person who is not a resident as defined above. 13 Permissible Investments Investments made on account of the Unitholders of the Scheme in securities and assets in accordance 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 related service to the Scheme on a continuous basis. 16 Regulations Regulations imply SEBI Regulations and the relevant rules and provisions of the Securities and Exchange Board of India (Depositories and participants) Regulations 1996, Public Debt Act 1944,the relevant notifications of the Government of India Ministry of Finance Department of 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 time to time and shall also include any Circulars, Press Releases or Notifications that may be issued by SEBI or the Government of India or the Reserve Bank of India from time to time. 2

4 17 Resident A resident means any person resident in India under the Foreign Exchange Management Act, 1999 and under the Income Tax Act,1961, including amendments thereto from time to time. 18 Scheme The offer made by Tata Mutual Fund through this Offering Circular, viz., Tata Dividend Yield Fund. 19 SEBI The Securities & Exchange Board of India established under the Securities & Exchange Board of India Act, SEBI Regulations The Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 as amended from time to time and shall also include any Mutual Fund Regulations, Circulars, Press Releases, or Notifications that may be issued by SEBI or the Government of India to regulate the activities and growth of Mutual funds. 21 TAML or Asset Tata Asset Management Limited, the Asset Management Company (AMC), a company within Management 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, 1913 and includes its successors and permitted assigns. 23 TMF or Fund Tata Mutual Fund, a trust established under a Trust Deed dated 9th May, 1995, under the provisions of The Indian Trusts Act, 1882, bearing SEBI registration No. MF/023/95/9. 24 Total Assets Total Assets of the Scheme / Plan at any time shall be the total value of the Schemes assets taking 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 within the meaning of the Companies Act, 1913 and includes its successors and permitted assigns. 27 TTCPL or Trustee Company Tata Trustee Company Private Limited, a company within the meaning of the 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 (legal entity), who is eligible to subscribe to the Scheme and who has been allotted Units under the Scheme based on a valid application. 29 Units The security representing the interests of the Unitholders in the Scheme. Each Unit represents one undivided share in the assets of the Scheme as evidenced by any letter/ advice or any other statement / certificate / instrument issued by TMF. 30 Year A Year shall be 12 full English Calendar months. 3

5 III. A. RISK FACTORS Mutual Funds and securities investments are subject to market risks and there is no assurance or guarantee that the Scheme will achieve its objective. As with any investment in stocks, shares and securities, the NAV of the Units under this Scheme my go up or down, depending on the factors and forces affecting the capital markets. Past performance of the previous Schemes, the Sponsors or its Group/Affiliates is not indicative of and does not guarantee the future performance of the Scheme. Tata DIVIDEND YIELD Fund is only the name of the Scheme and does not in any manner indicate either the quality of the Scheme or its future prospects and the returns. Investors are urged to study the terms of the Offer carefully and consult their Investment Advisor before they invest in the Scheme. B. Scheme Specific Risk Factor: Risk associated with high dividend yield stocks: Though the investments would be in companies having a track record of dividend payments, the performance of the scheme would interalia depend on the ability of these companies to sustain dividends in future. C. SPECIAL CONSIDERATION Liquidity and Settlement Risks The liquidity of the Scheme s investments may be inherently restricted by trading volumes, transfer procedures and settlement periods. From time to time, the Scheme will invest in certain securities of certain companies, industries, sectors, etc. based on certain investment parameters as adopted internally by TAML. While at all times the Asset Management Company will endeavour that excessive holding/investment in certain securities of industries, sectors, etc. by the Scheme is avoided, the funds invested by the Scheme in certain securities of industries, sectors, etc. may acquire a substantial portion of the Scheme s investment portfolio and collectively may constitute a risk associated with non-diversification and thus could affect the value of investments. Reduced liquidity in the secondary market may have an adverse impact on market price and the Scheme s ability to dispose of particular securities, when necessary, to meet the Scheme s liquidity needs or in response to a specific economic event or during restructuring of the Scheme s investment portfolio. Furthermore, from time to time, the Asset Management Company, the Custodian, the Registrar, any Associate, any Distributor, Dealer, any Company, Corporate Bodies, Trusts, any Retirement and Employee Benefit Funds or any Associate or otherwise, any scheme / mutual fund managed by the Asset Management Company or by any other Asset Management Company may invest in the Scheme. While at all times the Trustee Company and the Asset Management Company will endeavour that excessive holding of Units in the Scheme among a few Unitholders is avoided, however, the funds invested by these aforesaid persons may acquire a substantial portion of the Scheme s outstanding Units and collectively may constitute a majority unitholder in the Scheme. Redemption of Units held by such persons may have an adverse impact on the value of the Units of the Scheme because of the timing of any such redemptions and this may impact the ability of other Unitholders to redeem their respective Units. Regulatory Risks To the best of the knowledge and belief of the Directors of the Trustee Company, information contained in this Offering Circular is in accordance with the SEBI Regulations and facts and does not omit anything likely to have a material impact on the importance of such information. Neither this Offering Circular nor the Units have been registered in any jurisdiction. The distribution of this Offering Circular in certain jurisdictions may be restricted or subject to registration requirements and, accordingly, persons who come into possession of this Offering Circular are required to inform themselves about, and to observe, any such restrictions. No persons receiving a copy of this Offering Circular or any accompanying application form in any such jurisdiction may treat this Offering Circular or such application form as constituting an invitation to them to subscribe for Units, nor should they in any event use any such application form, unless in the relevant jurisdiction such an invitation could lawfully be made to them and such application form could lawfully be used without compliance with any registration or other legal requirements. Accordingly, this Offering Circular does not constitute an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. It is the responsibility of any persons in possession of this Offering Circular and any persons wishing to apply for Units pursuant to this Offering Circular to inform themselves of, and to observe, all applicable laws and Regulations of such relevant jurisdiction. Prospective investors should review / study this Offering Circular carefully and in its entirety and should not construe the contents hereof or regard the summaries contained herein as advice relating to legal, taxation, or financial / investment matters and are advised to consult their own professional advisor(s) as to the legal or any other requirements or restrictions relating to the subscription, gifting, acquisition, holding, disposal (sale, transfer, switch or redemption or conversion into money) of Units and to the treatment of income (if any), capitalisation, capital gains, any distribution, and other tax consequences relevant to their subscription, acquisition, holding, capitalisation, disposal (sale, transfer, switch, redemption or conversion into money) of Units within their jurisdiction of nationality, residence, domicile etc. or under the laws of any jurisdiction to which they or any managed funds to be used to purchase/gift Units are subject, and (also) to determine possible legal, tax, financial or other consequences of subscribing / gifting to, purchasing or holding Units before making an application for Units. No person has been authorised to give any information or to make any representations not confirmed in this Offering Circular in connection with the Initial Offer / Subsequent Offer of Units, and any information or representations not contained herein must not be relied upon as having been authorised by the Mutual Fund or the Asset Management Company or the Trustee Company. Statements made in this Offering Circular are based on the law and practice currently in force in India and are subject to change therein. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any impression that the information herein continues to remain true and is correct as of any time subsequent to the date hereof. Investment Risks The value of, and income from, an investment in the Scheme can decrease as well as increase, depending on a variety of factors which may affect the values and income generated by the Scheme s portfolio of securities. The returns of the Scheme s investments are based on the current yields of the securities, which may be affected generally by factors affecting capital markets such as price and volume, volatility in the stock markets, interest rates, currency exchange rates, foreign investment, changes in Government and Reserve Bank of India policy, taxation, political, economic or other developments, closure of the Stock Exchanges etc. Investors should understand that the investment pattern indicated, in line with prevailing market conditions, is only a hypothetical example as all investments involve risk and there is no assurance that the Scheme s investment objective will be attained or that the Scheme be in a position to maintain the model percentage of investment pattern particularly under exceptional circumstances. The Scheme will endeavour to invest in highly researched growth/ value stocks with high dividen yield. However the growth associated with equities is generally high as also the erosion in the value of the investments/portfolio in the case of the capital markets passing through a bearish phase is a distinct possibility. The NAV of the scheme is largely dependent on the performance of the companies and the sectors wherein the investment has been made. The scheme may also invest in overseas financial assets (subject to necessary approvals) as and when permitted by the concerned regulatory authorities in India. To the extent that the assets of the 4

6 scheme are invested in securities denominated in foreign currencies, the Indian Rupee equivalent of the net assets, distributions and income may be adversely affected by changes in the value of certain foreign currencies relative to the Indian Rupee. The repatriation of capital to India may be hampered by changes in regulations concerning exchange controls or political circumstances as well as the application to it of other restrictions on investment. In addition to these there could be country risks which include events such as introduction of extraordinary exchange control, economic deterioration bi-lateral conflict and this may lead to immobilisation of the overseas financial assets. The scheme may use techniques and instruments ( as disclosed in the clause portfolio turnover ) for efficient portfolio management and to attempt to hedge or reduce the risk of such fluctuations. However these techniques and instruments if imperfectly used have the risk of the scheme incurring losses due to mismatches particularly in a volatile market. The Fund s ability to use these techniques may be limited by market conditions, regulatory limits and tax considerations (if any). The use of these techniques is dependent on the ability to predict movements in the prices of securities being hedged and movements in interest rates. There exists an imperfect correlation between the hedging instruments and the securities or market sectors being hedged. Besides, the fact that skills needed to use these instruments are different from those needed to select the Fund s / Scheme s securities. There is a possible absence of a liquid market for any particular instrument at any particular time even though the futures and options may be bought and sold on an organised exchange. The use of these techniques involves possible impediments to effective portfolio management or the ability to meet repurchase / redemption requests or other short-term obligations because of the percentage of the Scheme s assets segregated to cover its obligations. Securities Lending Risks It may be noted that this activity would have the inherent probability of collateral value drastically falling in times of strong downward market trends, rendering the value of collateral inadequate until such time as that diminution in value is replenished by additional security. It is also possible that the borrowing party and/or the approved intermediary may suddenly suffer severe business setback and become unable to honour its commitments. This, along with a simultaneous fall in value of collateral would render potential loss to the Scheme. Besides, there is also be temporary illiquidity of the securities that are lent out and the scheme will not be able to sell such lent out securities until they are returned. Interest Rate Risk As with debt instruments, changes in interest rate may affect the Scheme s net asset value. Generally the prices of instruments increase as interest rates decline and decrease as interest rates rise. Prices of long-term securities fluctuate more in response to such interest rate changes than short-term securities. Indian debt and government securities markets can be volatile leading to the possibility of price movements up or down in fixed income securities and thereby to possible movements in the NAV. Credit Risk Credit risk or Default risk refers to the risk that an issuer of a fixed income security may default (i.e. the issuer will be unable to make timely principal and interest payments on the security). Because of this risk corporate debentures are sold at a higher yield above those offered on Government Securities which are sovereign obligations and free of credit risk. Normally, the value of a fixed income securities will fluctuate depending upon the changes in the perceived level of credit risk as well as any actual event of default. The greater the credit risk, the greater the yield required for someone to be compensated for the increased risk. Reinvestment Risk This risk refers to the difference in the interest rate levels at which cash 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 are reinvestment may be lower than that originally assumed. Risks associated with Derivatives Derivative products are specialised instruments that require investment techniques and risk analysis different from those associated with stocks and bonds. Derivatives require the maintenance of adequate controls to monitor the transactions entered into, the ability to assess the risk that a derivative add to the portfolio and the ability to forecast price of securities being hedged and interest rate movements correctly. There is a possibility that a loss may be sustained by the portfolio as a 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 or improper valuation of derivatives and the inability of derivatives to correlate perfectly with underlying assets, rates and indices. COMPULSORY WINDING UP As per SEBI Circular SEBI/MD/CIR No. 10/22701/03 dated Dec12th )Each scheme and individual plans under the schemes should have a minimum of 20 investors and no single investor should account for more than 25% of the corpus of such scheme/plan(s). In case of open ended schemes in case of non fulfillment of either of the conditions above a three month time period or the end of succeeding calendar quarter whichever is earlier from the close of the IPO of open ended schemes will be available to balance and to ensure compliance with these two conditions failing which the provisions of Regulation 39 (2) (c) of SEBI (MF) Regulations 1996 would become applicable automatically without any reference from SEBI. Accordingly schemes / plans would be wound up by following the guidelines laid down by SEBI. After the IPO and the three months balancing period in each subsequent calendar quarter thereafter on an average basis the schemes the schemes /plans should meet with both the conditions mentioned above. The average would be calculated on the basis of number of investors as at the end of the business hours of the scheme on a daily basis. The average would be calculated at the end of each calendar quarter IV. DUE DILIGENCE BY THE ASSET MANAGEMENT COMPANY The 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 guidelines and directives issued by SEBI from time to time. (ii) all legal requirements connected with the launching of the Scheme as also the guidelines, instructions, etc. issued by the Government and any other competent authority in this behalf, have been duly complied with. (iii) the disclosures made in the Offering Circular are true, fair and adequate to enable the investors to make a well informed decision regarding investment in the proposed scheme. (iv) the intermediaries named in the Offering circular are registered with SEBI and till date, such registration is valid. Place: Mumbai Date: 9th August, 2004 For Tata Asset Management Limited H. A. Bulsara Chief Operating Officer 5

7 V. EXPESNSES A) Unitholders Transactions Expenses (Load) Type of Transactions Levy upto % of relevant NAV Maximum sales load imposed on ongoing sales 7.00 Maximum Sales load on issue of units in lieu of dividends 7.00 Maximum Contingent deferred sales load 7.00 Maximum redemption / repurchase load 7.00 Maximum switchover load 7.00 As per the SEBI specified limits the repurchase price shall not be lower than 93% of the NAV and the sale price shall not be higher than 107% of the NAV and the difference between the repurchase price and sale price shall not exceed 7% of the sale price. Current Load Structure (as a % of relevant NAV) Under normal circumstances based on the Schemes potential performance in the market environment existing as of the date of the Offering Circular, the Fund intends to charge the following load during initial offer period as well as during ongoing sale, till subsequently changed:- 1) On amount invested other than by way of a Systematic Investment Plan Entry Load : 2.25% for each investment amount equal to or less than Rs. 2 crores. Nil for investment amount more than Rs. 2 crores. Exit Load : Nil 2) On amount invested by way of a Systematic Investment Plan Entry Load : Nil Exit Load : 2.25% if redeemed on or before expiry of 365 days from the date of allotment. The trustee may at their discretion change the load structure of the scheme. Entry load collected during the initial offer period shall be used to meet initial issue expenses. No entry load shall be charged on the units subscribed by way of Systematic Investment Plan. The AMC reserves the right to change/modify entry / exit / switchover load (including zero load), depending upon the circumstances prevailing at any given time. However any change in the load structure will be applicable on prospective investment only. The AMC may charge an entry / exit load for switch of units from one plan/option to another plan/option within the Scheme and/or any other scheme of TMF depending upon the circumstances prevailing at any given time. The switchover load may be different for different plans/options and the switchover load may be different from the entry and /or exit load charged for sale and/or repurchase units. The load charged could also be different for different options in the plans of the Scheme at the same time and different as regards the amount/tenor of investment, etc. All loads including CDSC for each scheme will be maintained in a separate account and will be utilized towards meeting the selling and distribution expenses. Any surplus in this account may be credited to the Scheme, whenever felt appropriate by the AMC. B) Initial Issue expenses i) Present Scheme The initial issue expenses of the Tata DIVIDEND YIELD Fund, to the extent of 6% of amount mobilised will be borne by the scheme and the initial issue expenditure in excess of the above limits shall be borne by TAML / TTCPL. For the information of the Investors / Unitholders, the total expenses of the Scheme for the initial offer expressed as a percentage of the aggregate amount expected to be raised in the Initial Offering Period, are estimated to be as follows; Description % of the Estimated Target Amount Advertising & Marketing 2.75 Commission to Brokers/ Agents 2.25 Printing, Dispatch, Handling, etc Miscellaneous Expenses 0.50 Total 6.00 Above estimates are based on a corpus of Rs. 1 crore and would change to the extent corpus is lower or higher. The above expenses are subject to inter-se change and may increase/ decrease as per actual and/ or any change in regulations. The initial issue expenses would be amortised over a period of five years and would be included in the NAV. However the same would not be included in the NAV for determining the Investment Management and Trustee Fees. The above is as per SEBI Regulations including Schedule VII and X thereof. The same can further be illustrated as follows: Tata Dividend Yield Fund Face Value of Units (Rs. Per Unit) A 10 Entry Load (% of Face Value) B 2.25% Entry Load (Rs. Per unit) (A * B) C Issue Price (A + C) D Max IPO Exp (6%) (A * 6%) F IPO exp to borne out of entry load ( = C) G Balance IPO Expenses to be charged to the scheme ( F - G) H Amount available for investment for every Rs. 10 plus entry load contributed by the investor (D G - H) I Amortisation of IPO expenses per day (Rs. Per unit) J Balance IPO Expenses to be carry forward (I - J) (Rs. Per Unit) K NAV on day 1 (I + K) (Rs. Per unit) L Note: IPO Expenses charged to the scheme will be amortised over a period of five years Initial Issue Expenses for the past schemes Tata Income Fund (including Tata Monthly Income Fund) : Initial Issue Expenses of 3.7% were borne by the scheme. Tata Balanced Fund : Initial Issue Expenses of 0.20% were borne by the Asset Management Company. Tata Young Citizens Fund : Initial Issue Expenses of 2.74% were borne by the Asset Management Company. Tata Tax Saving Fund : Initial Issue Expenses of 1.46% were borne by the Asset Management Company. Tata Liquid Fund : Initial Issue Expenses were fully borne by the Asset Management Company. Tata Pure Equity Fund: Initial Issue Expenses of 1.81% were borne by the scheme. Tata Select Equity Fund : Initial Issue Expenses of 5.71% were borne by the scheme. Tata Life Sciences & Technology Fund: Initial Issue Expenses of 5.65% were borne by the scheme. 6

8 Tata Gilt Securities Fund : Initial Issue Expenses were fully borne by the Asset Management Company. Tata Short Term Bond Fund : Initial Issue Expenses were fully borne by the Asset Management Company. Tata Income Plus Fund : Initial Issue Expenses of 2.15% were borne by the scheme. Initial Issue Expenses of Tata Fixed Horizon Fund : The scheme was launched on10th January, All initial issue expenses were borne by the AMC as it is no load scheme. Estimated as per Actuals as per Offering Circular Audited Accounts Rs. in % of Rs. in % of Lakhs Targeted Lakhs Resources Amount Mobilised Advertising Commission to Agents/Brokers Registrar s Expenses Printing & Marketing Expenses Postage & Misc. Expenses Other Expenses Total Initial Issue Expenses of Tata Index Fund The scheme was launched on 20th February, All initial issue expenses were borne by the AMC. Estimated as per Actuals as per Offering Circular Accounts Rs. in % of Rs. in % of Crore Targeted Crore Resources Amount Mobilised Advertising Commission to Agents/Brokers Registrar s Expenses Printing & Marketing Expenses Postage & Misc. Expenses Bank Charges Other Expenses Total Initial Issue Expenses of Tata Dynamic Bond Fund The scheme was launched on 1st September, All initial issue expenses were borne by the Scheme. Estimated as per Actuals as per Offering Circular Accounts Rs. in % of Rs. in % of Crore Targeted Crore Resources Amount Mobilised Advertising Commission to Agents/Brokers Registrar s Expenses Printing & Marketing Expenses Postage & Misc. Expenses Bank Charges Other Expenses Total Initial Issue Expenses of Tata Floating Rate Fund The scheme was launched on 12th December, All initial issue expenses were borne by the Scheme. Estimated as per Actuals as per Offering Circular Accounts Rs. in % of Rs. in % of Crore Targeted Crore Resources Amount Mobilised Advertising Commission to Agents/Brokers Registrar s Expenses Printing & Marketing Expenses Postage & Misc. Expenses Bank Charges Other Expenses Total Tata MIP Plus Fund The scheme was launched on 27th January, All initial issue expenses were borne by the scheme. Estimated as per Actuals as per Offering Circular Accounts Rs. in % of Rs. in % of Crore Targeted Crore Resources Amount Mobilised Advertising Commission to Agents/Brokers Registrar s Expenses Printing & Marketing Expenses Postage & Misc. Expenses Bank Charges Other Expenses Total Tata Equity P/E Fund The scheme was launched on 17th May, All initial issue expenses were borne by the scheme. Estimated as per Actuals as per Offering Circular Accounts Rs. in % of Rs. in % of Lacs Targeted Lacs Resources Amount Mobilised Advertising Commission to Agents/Brokers Registrar s Expenses Printing & Marketing Expenses Postage & Misc. Expenses Bank Charges Other Expenses Total

9 C. Annual Scheme Recurring Expenses The ongoing fees and expenses of operating the Scheme on an annual basis (including for the initial offering period) expressed as a percentage of the amount of the Scheme s daily average net assets are estimated to be as follows : Annual Scheme Recurring Estimates (%) Investment Management Fees 1.25 Trustee Fees 0.05 Custodian Expenses 0.18 Registrar Expenses 0.20 Marketing & Selling expenses (including agents commission) 0.57 *Other operating expenses 0.25 Total 2.50 * (For other operating expenses refer to the detailed note in Item 4 below): 1. Investment Management Fees Investment Management fees charged by TAML shall be 1.25% of the daily average net assets for net assets upto Rs. 100 crores and 1.00% of the daily average net assets on the balance amount above Rs. 100 crores. This fee is in conformity with SEBI Regulations & shall be payable monthly in arrears. TAML shall not charge any fees on its investment in Units of the Funds/Schemes/Plans in TMF or any other Mutual Fund. 2. Trustee Fees The Trustee Company shall be entitled to a fee of 0.05% of the daily average net assets of the corpus or a sum of Rs. 5 lacs per annum, whichever is higher, payable annually in arrears or at such intervals as may be decided from time to time. The above estimates of annual Scheme recurring expenses have been made in good faith as per the information available to the Asset Management Company and are subject to change as per actuals. The said estimates have been given to assist the Unitholder in understanding the various costs and expenses that an Unitholder in the Scheme will bear directly or indirectly. However, the annual total of all charges and expenses of Tata Mutual Fund, except for brokerage, commission, stamp duties and other (transaction) expenses directly associated with the purchase, sale and registration of transfer of TMF s investment/ securities and except for expenses associated with the initial offer of Units of the Scheme, and except for selling expenses which are directly met / set off against sale & redemption load (as stated in the clause on Unitholder Transaction Expenses) shall be subject to the following limits: On the first Rs.100 Crores of the average daily net assets: 2.50% On the next Rs.300 Crores of the average daily net assets: 2.25% On the next Rs.300 crores of the average daily net assets: 2.00% On the balance of the assets: 1.75% The above is the maximum limit under Regulation 52 (6) of the SEBI (Mutual Funds) Regulations, The Fund will strive to reduce the level of these expenses so as to keep them well within the maximum limits allowed by SEBI and any expenditure in excess of the above limits shall be borne by Tata Asset Management Limited and/or Tata Trustee Company Private Limited. Besides only those expenses as given above under the clause Annual Scheme Recurring Expenses. shall be charged to the Scheme. 3. Custodian/Registrar Fees: For Custodian s and the Registrar & Transfer Agent s Fees, see clause(s) The Custodian and The Registrar in 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 daily net assets): Estimates (%) Brokerage & Transaction cost 0.10 Audit Fees 0.01 Bank Charges 0.03 Cost of providing account statement, redemption cheques / dividend warrants, etc Costs of statutory advertisements 0.06 Total

10 VI. CONDENSED FINANCIAL INFORMATION Brief Note on Schemes launched: TMF has so far launched twenty open-ended schemes. Tata Balanced Fund (TBF) (formerly known as Tata Equity Growth Fund), is the maiden scheme of Tata Mutual Fund launched in August- September Tata Young Citizens Fund (TYCF) initially closeended Scheme and converted into an open ended scheme on 30 th October 1998, also launched in the same period was the first scheme structured by a private sector mutual fund exclusively for children with an added automatic benefit of Personal Accident Insurance Cover. Tata Tax Saving Fund (TTSF) initially a close ended Equity linked Savings Scheme for Residents launched in December 1996 and converted into an open ended scheme on 1 st April 1999 offers growth besides tax saving and a phased investment Plan, for cash flow planning. Tata Select Equity Fund (TSEF) launched in April- May 1996 was the first close ended Scheme structured by a private sector Mutual fund for investments exclusively in the equity of 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 appreciation under Regular Income Option and accumulated the earnings in the Scheme thus providing medium to long term capital gains in the case of Appreciation Option. Tata Income Fund w.e.f. 27 th April 2000 also offers Monthly Income and Quarterly Income options. The Monthly Income Option was hived of as seperate scheme namely Tata Monthly Income Fund w.e.f. 23rd December, Tata Twin Option Fund (TTOF) launched in March 1998 offered the Unitholder, the option to invest in equities of large cap companies and the balanced portfolio option which invests in both debt and equity. On 14 th February 2000 Balanced Portfolio Option of Tata Twin Option Fund got merged with Tata Equity Growth Fund and the Tata Equity Growth Fund was renamed as Tata Balanced Fund. while the equity option was renamed as Tata Pure Equity Fund. Tata Liquid Fund launched in August 1998 offered an ideal debt based (income and growth) investment for short duration investors. Tata Life Sciences & Technology Fund a sectoral Fund investing in fast growing Life Science and Technology Sectors comprising of Engineering, Telecommunications, Space, Computers, Software, Pharmaceuticals, Information Technology, Electronics and Electricals, Agrochemicals, Fertilizers, Fast Moving Consumer Goods, and various other allied Industries, etc. was launched in June Tata Gilt Securities Fund, a fund predominantly investing in Securities issued by Central/ State Government was launched in August This fund also offers quarterly income distribution and also growth options. Under Tata Liquid Fund two short known-maturity plans were floated. Tata Liquid Fund Serial Plan I was launched on and Tata Liquid Fund Serial Plan II on and quarterly dividends were declared under these plans. On 8th August, 2002 Tata Short Term Bond Fund was launched. On 11th November, 2002 the Tata Income Plus Fund was launched. Tata Fixed Horizon Fund was launched 10th Junuary, 2003,and Tata Index Fund on 20th February, On 29th March 2003 Tata Ind Tax Shield was converted into on open ended scheme (with no ELSS benefits) and named Tata Equity Opportunities Fund, Tata Dynamic Bond Fund was launched on 1st September, 2003, Tata Floating Rate Fund was launched on 12th December, Tata MIP Plus Fund was launched on 27th January Tata Equity P/E Fund launched on 17th May, TMF has so far launched twenty open-ended schemes. Each Scheme offers special innovative benefits to Unitholders by way of Systematic Investment Plan, Systematic Withdrawal Plan, etc. In November 2001, Tata Mutual Fund and Indian Bank Mutual Fund entered into an agreement for takeover of the following close ended, running schemes of Indian Bank Mutual Fund viz : Ind Shelter (Plan A&B), Ind Tax Shield (Plan A&B) and Ind Navratna. Subsequent to the takeover the names of the schemes were changed to Tata Ind Shelter (Plan A&B), Tata Ind Tax Shield (Plan A&B) and Tata Ind Navratna. The consideration and all direct expenses in this regard were 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 the Trustee and the Asset Management Company, as well as certain modifications in scheme attributes such as issue of Account Statement instead of Unit Certificates, changing NAV related transactions to prospective from the earlier principle of prior week NAV, etc. Thereafter, with effect from 22 nd November 2001, the Tata Trustee Company Private Limited is the Trustee and Tata Asset Management Ltd. is the Asset Management Company for these funds. Tata Ind Shelter Fund Plan A and B were redeemed on On 29th March 2003 Tata Ind Tax Shield was made open ended and named Tata Equity Opportunities Fund. Tata Ind Navratna was converted in to an open ended fund on 31st March, 2004 and was named as Tata Growth Fund. Date of allotment : TBF (8/10/95), TYCF (14/10/95), TTSF (1/4/96), TSSF (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). TBF-Tata Balanced Fund, TYCF -Tata Young Citizens Fund, TTSF- Tata Tax Saving Fund, TSEF -Tata Select Equity Fund, TIFR-Tata Income Fund (Half-Yearly Income Option), TIFQ-Tata Income Fund (Quarterly Income Option), TIFM-Tata Income Fund (Monthly Income 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 Securities Fund (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 Option A, TIPF(B) - Tata Income Plus Fund Option B, Tata Fixed Horizon Fund TFHF, Tata Monthly Income Fund - TMIF, TIF - Tata Index Fund, TDBF - Tata Dynamic Bond Fund, TFRF- Tata Floating Rate Fund. TMPF-Tata MIP Plus Fund, TGF - Tata Growth Fund. TEQPEF - Tata Equity P/E Fund. 9

11 Condensed Financial Information for the schemes launched during the last three financial years Sr. Historical Per Unit Statistics TSTBF No. 30/06/04 31/03/04 31/03/03 1 NAV at the beginning of the year/period D D G G Net Income per unit Dividends Transfer to reserves (if any) 5 NAV at the end of the year G D R D G G (a) Annualised returns (CAGR%) G-6.60 G-6.93 G 5.46* 6(b) Benchmark returns * Crisil Short Term Bond Fund 7 Net Assets at the end of the period (Rs. Crores) 8 Ratio of Recurring Expenses to Avg. Net Assets (%) * Absolute return CAGR- Compounded Annualised Growth Return Sr. Historical Per Unit Statistics TMIF* No. 30/06/04 31/03/04 31/03/03 31/3/02 1 NAV at the beginning of (DM) the year/period (Rs. Per unit) (DQ) (GR) Net Income per unit Dividends (DIV) (DIV) (DQ) (DQ) Transfer to reserves (if any) 5 NAV at the end of the year (DM) (DM) (DQ) (DQ) (GR) (GR) (a) Annualised returns (%) (DM)10.54 (DM) (b) Benchmark returns (%) NA NA NA NA Crisil MIP Blended Index 7 Net Assets at the end of the period (Rs. Crores) 8 Ratio of Recurring Expenses 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

12 Sr. Historical Per Unit Statistics TIPF No. 30/06/04 31/03/04 31/03/03 1 NAV at the beginning of the year/period RID RID RIA RIA HID HID HIA HIA IID IIA Net Income per unit Dividends HID RID IID Transfer to reserves (if any) 5 NAV at the end of the year RID RID RIR RIA RIA RIA HID HID HIR HIA HIA HIA IID IID IIA IIA (a) Annualised returns (CAGR%) RIP-6.76 RIA-8.91 RIR-2.47* HIA-6.93 HIA-9.11 RIA-2.34* IIA-1.80 IIA-7.45 HIR-2.49* HIA-2.47* 6(b) Benchmark returns RIA-6.40 RIA * HIA-6.40 HIA-8.79 IIA-4.71 IIA-6.87* Crisil Bond Fund Index 7 Net Assets at the end of the the period (Rs. Crores) 8 Ratio of Recurring Expenses to Avg. Net Assets (%) * Absolute return CAGR- Compounded Annualised Growth Return Sr. Historical Per Unit Statistics TMPF TDBF TFRLTF No. 30/06/04 31/03/04 30/06/04 31/03/04 30/06/04 31/03/04 1 NAV at the beginning of the year/period DM RD D DQ RG G DS HD GR HG Net Income per unit Dividends RD HD Transfer to reserves (if any) 5 NAV at the end of the year DM RD GR D DQ RG DIV G DS HD GR HG (a) Absolute Return (%) GR (1.27)* GR 0.40* RG 4.87* RG 4.24 G 1.95* GR 1.02* HG 5.04 HG (b) Benchmark returns* GR (2.85)* 0.58 RG 1.69* RG * HG 1.69 HG 3.74 Crisil MIP Blended Index Crisil Bond Fund NSE MIBOR 7 Net Assets at the end of the period (Rs. Crores) 8 Ratio of Recurring Expenses to Avg. Net Assets (%) * Absolute return 11

13 Sr. Historical Per Unit Statistics TLF TFRSTF No. 30/06/04 31/03/04 31/03/03 31/03/02 30/06/04 31/03/04 1 NAV at the beginning RIPGR TLF-DIV R R D of the year/period RIPFN GR G G G RIPDD TLHIF HG HIPGR HIPDD HIPWLY HIPMLY SHIPGR SHIPDD SHIPMLY SHIPWLY Net Income per unit Dividends RIPFN RIPFN R-0.66 R RIPDD RIPDD HPDD HPDD HIPWLY HIPWLY HIPMLY HIPMLY SHIPDD SHIPDD SHIPWLY SHIPWLY SHIPMLY SHIPMLY Transfer to reserves (if any) 5 NAV at the end of the year RIPGR RIPGR R R GR D RIPFN RIPFN G G DIV G RIPDD RIPDD HG HIPGR HIPGR HIPDD HIPDD HIPWLY HIPWLY HIPMLY HIPMLY SHIPGR SHIPGR SHIPDD SHIPDD SHIPWLY SHIPWLY SHIPMLY SHIPMLY (a) Absolute returns (%) RIPGR-7.03 RIPGR 7.15 RIPGR 7.66 RIPGR 7.9 GR-2.36 G-1.19* HIPGR-5.04 HIPGR-5.14 SHIPGR-4.99 SHIPGR-5.01* 6(b) Benchmark returns RIPGR-NA RIPGR-NA NA NA GR HIPGR-4.33 HIPGR-4.40 SHIPGR-4.09 SHIPGR-3.52* Crisil Liquid Fund Index NSE MIBOR 7 Net Assets at the end of the period (Rs. Crores) 8 Ratio of Recurring Expenses G to Avg. Net Assets (%) * Absolute return Sr. Historical Per Unit Statistics TGSF TGSMF No. 30/06/04 31/03/04 31/03/03 31/03/02 30/06/04 31/03/04 1 NAV at the beginning ANNX GR GR GR DIV NA of the year/period GA GA GA GR NA HG Net Income per unit Dividends RIP RIP HIP HIP Transfer to reserves (if any) 5 NAV at the end of the year ANNX ANNX GR GR DIV DIV GA GA GR GR (a) CAGR (%) RIP RIP G20.57 G * HIP-4.56* HIP-8.11* 6(b) Benchmark returns RIP-NA RIP-NA N.A. N.A * HIP-4.46 HIP-6.57* I Sec Composite Index I Sec Composite Index 7 Net Assets at the end of the period (Rs. Crores) 8 Ratio of Recurring Expenses to Avg. Net Assets (%) * Absolute return 12