IDBI Asset Management Ltd. (CIN: U65100MH2010PLC199319) Date: February 21, 2018 Dear Investor, Sub: Amendment to clause 21(b) of Deed of Trust of IDBI Mutual Fund At the outset, we thank you for your investment in the schemes of IDBI Mutual Fund. This letter is to inform you and to seek your consent for a proposed amendment in the Deed of Trust of IDBI Mutual Fund (hereafter referred to as Trust Deed ), dated February 19, 2010, the details of which are provided below. IDBI Bank Limited, being the Holding Company of IDBI MF Trustee Company Limited ( Trustee Company ) and also the sponsor of IDBI Mutual Fund (IDBI MF), has proposed a revision in sitting fees payable to the Directors of the Trustee Company. To facilitate the execution of the above proposal, IDBI Bank has advised to modify clause 21(b) of Trust Deed. The Board of Directors of Trustee Company had approved the above revision in sitting fees and modification to Trust Deed. SEBI, vide letter OW/P/31460/1/2017 dated December 13, 2017, has advised No Objection to the proposed modification in Trust Deed. The provision in the Trust Deed pertaining to the sitting fees to be paid to the Directors of IDBI MF Trustee Company Limited is proposed to be amended and shall be effected by execution of a Deed of Variation (attached at Exhibit - 1 ) between IDBI Bank Limited (the sponsor) and IDBI MF Trustee Company Limited (Trustees to the IDBI Mutual Fund). In this regard, you may kindly note that the proposed revision in sitting fee payable to Directors shall not affect the interest of the unit holders as the same will not result in any change in Trusteeship fee being paid to Trustee Company by the schemes of IDBI MF. The Trusteeship fee stands at 0.01% per annum of daily net assets of the schemes. As provided in SEBI (Mutual Funds) Regulations, 1996, Statement of Additional Information (SAI) and the Trust Deed, no amendment to the Trust Deed shall be carried out without the prior approval of the unit holders of IDBI Mutual Fund (such approval may be obtained through postal ballot). Accordingly, approval of all the unit holders of the schemes of IDBI MF, as per the records of Karvy Computershare Private Limited ( Registrar ), as at the close of business hours of February 20, 2018 is being sought for amendment in the Trust Deed through postal ballot. The necessary details of the postal ballot are as follows: - I. Terms of voting: - To approve the proposed amendment in clause 21(b) of Trust Deed. The amended clause shall be: - 21.Each of Trustee for the time being, shall, during the continuance of this Trust and until the Trust hereof is finally wound up and whether or not the Trust is in the course of administration by or under the order or direction of any court, be paid as under: (b)sitting fee, for attending each meeting of the Board or any committee thereof, of such amount as may be proposed by IDBI Bank Limited and approved by the Board of IDBI MF Trustee Company Limited from time to time, within the limits as prescribed under the provisions of Companies Act, 2013, as amended or re-enacted and made applicable from time to time. 1
II. Mode of voting: - Postal Ballot (the postal ballot notice and ballot paper is attached to this letter at Exhibit - 3 ). III. Timelines for sending duly filled-in and signed ballot papers: - The Unit holders are requested to send original duly signed and filled up postal ballot paper to M/s. Karvy Computershare Private Limited (Unit: IDBI Mutual Fund, Karvy Selenium Tower B, Plot number 31 & 32, Financial District, Nanakramguda Serilingampally Mandal, Hyderabad - 500 032), the Registrar such that the ballot paper reaches the Registrar on or before the close of the business hours on March 23, 2018. Unit holders are requested to note that if you do not send the original signed and duly filled-in ballot paper so as to reach the Registrar on or before close of business hours on March 23, 2018, it will be treated as your consent for the proposed amendment to the Trust Deed. Further, Unit holders to note that if no valid vote is received by the Registrar then it will be deemed that none of the Unit holders of the schemes of IDBI MF have any objection to the proposed amendment of the Trust Deed and the said amendment would stand approved and be binding on the unit holders of all the schemes of IDBI Mutual Fund. Details of the Postal Ballot, particularly terms of voting, mode of voting, timelines for sending original duly filled - in and signed ballot papers, manner of determining the result of postal ballot, etc. are mentioned in the notice attached at Exhibit -2. IV. Manner of determining the results of postal ballot: M/s. Garima & Associates, Company Secretaries has been appointed as the Scrutinizer for scrutinizing the conduct of postal ballot exercise in a fair and transparent manner. The Scrutinizer will submit his report addressed to the Board of Directors of IDBI MF Trustee Company Limited after completion of scrutiny in a fair and transparent manner. The result of the postal ballot will be announced thereafter in one English daily newspaper having nationwide circulation as well as in a newspaper published in Marathi. You are requested to note that if you do not send the signed and duly filled-in ballot paper so as to reach the Registrar (M/s. Karvy Computershare Private Limited) on or before close of business hours on March 23, 2018 it will be treated as your consent for the proposed amendment of the Trust Deed. Further, unit holders to note that if no valid vote is received by the Registrar on or before close of business hours on March 23, 2018 then it will be deemed that none of the unit holders of the schemes of IDBI MF have any objection to the proposed amendment of the Trust Deed and the said amendments would stand approved and be binding on the unit holders of all schemes of IDBI MF. For and on behalf of IDBI Asset Management Limited (Investment Manager to IDBI Mutual Fund) (Chandra Bhushan) Company Secretary & Compliance Officer Note: The Unit holders, who do not receive the Notice along with the Postal Ballot, may contact IDBI Asset Management Limited, 05 th Floor, Mafatlal Centre, Nariman Point, Mumbai - 400 021. Unit holders may also reach by dialling the number 022-66442800 or by emailing at (contactus@idbimutual.co.in). Corporate Office: 5th Floor, Mafatlal Centre, Nariman Point, Mumbai-400021 Tel.: 022-66442800 Fax : 022 66442801 e-mail : contactus@idbimutual.co.in website :www.idblmutual.co.ln 2
Exhibit - 1 DEED OF VARIATION (SPECIMEN) This amendment to the Trust Deed made on [ ] day of [ ] 2018 (herein after referred to as Effective Date ), amongst: - IDBI Bank Limited, a company registered under the Companies Act, 1956 and a Banking Company within the meaning of Section 5(c) of Banking Regulations Act, 1949 having registered office at IDBI Tower, WTC Complex, Colaba, Cuffe Parade, Mumbai - 400 005 (hereinafter referred to as the settlor or as the sponsor which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the First Part; And IDBI MF Trustee Company Limited, a company registered under the Companies Act, 1956 and having its registered office at IDBI Tower, WTC Complex, Colaba, Cuffe Parade, Mumbai - 400 005 (hereinafter referred to as the Trustees or the Trustee Company which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include the Trustees or the Trustees for the time being of these presents, whether original or substituted, as the case may be and shall be deemed to mean the sole trustee for the time being if there is only one Trustee) of the Second Part; WHEREAS IDBI Bank Limited has proposed a revision in sitting fees payable to Directors of the Trustee Company. To facilitate the execution of the proposal, IDBI Bank has also advised to modify clause 21(b) of Trust Deed. WHEREAS the Board of Directors of IDBI MF Trustee Company Limited (IDBI MFT) has approved a proposal to modify clause 21(b) of the Trust Deed. WHEREAS the clause 21(b) of the Trust Deed shall be substituted with the following clause: - 21.Each of Trustee for the time being, shall, during the continuance of this Trust and until the Trust hereof is finally wound up and whether or not the Trust is in the course of administration by or under the order or direction of any court, be paid as under: (b)sitting fee, for attending each meeting of the Board or any committee thereof, of such amount as may be proposed by IDBI Bank Limited and approved by the Board of IDBI MF Trustee Company Limited from time to time, within the limits as prescribed under the provisions of Companies Act 2013, as amended or re-enacted and made applicable from time to time. WHEREAS this deed shall be effective as on the effective date. The Deed shall be contemporaneous with and shall remain in full force and effective for the duration of the Trust Deed and shall automatically terminate upon the earlier of the termination or expiry of the Trust Deed, in accordance with the terms thereof. Expect to the extent amended by this Deed, the Trust Deed shall remain in full force and effect and the terms and conditions therefore shall remain unaltered and binding on the parties thereto. 3
In witness whereof each of the parties has caused this deed to be executed by its duly authorised representative as of the date first written above. For and on behalf of IDBI Bank Limited For and on behalf of IDBI MF Trustee Company Limited By: Name: Title: Authorised signatory Date: By: Name: Title: Authorised signatory Date: In presence of: - 1. 2. 4
Exhibit - 2 POSTAL BALLOT NOTICE Notice to the Unit holders of various Schemes of IDBI Mutual Fund as on the Record Date (February 20, 2018) (Pursuant to Regulation 15(1) read with clause 17 of third Schedule of Securities and Exchange Board of India (Mutual Funds) Regulations, 1996. Dear Investor, The Board of Directors of IDBI MF Trustee Company Limited (IDBI MFT), had approved a proposal to amend the Trust Deed executed by and between IDBI Bank Limited, (the Settlor) and IDBI MFT (as Trustee of IDBI Mutual Fund) by amending a clause relating to payment of sitting fees to the Directors, subject to approval of SEBI. The details of the proposed amendments are available in the Postal Ballot Form attached herewith. Regulation 15(1) read with clause 17 of third Schedule of SEBI (Mutual Funds) Regulations, 1996 require that amendment(s) to the Trust Deed shall be carried out only with the prior approval of SEBI and unit holders. SEBI, vide letter no. OW/P/31460/1/2017 dated December 13, 2017, has advised No Objection to the proposed modification in Trust Deed. Further, in accordance with disclosures made in the Statement of Additional Information, in specific circumstances, where the approval of unit holders is sought on any matter, the same shall be obtained by way of a postal ballot. Accordingly, the approval of the unit holders is being sought, for the said amendment, through Postal Ballot and February 20, 2018 has been fixed as the Record Date for the purpose of determining unit holders eligible to cast their vote in this regard. Vide this notice, the approval of the unit holders is being sought through a postal ballot for carrying out the aforesaid amendment to the Trust Deed. Upon receiving the requisite approval of the Unit holders, a Deed of Variation will be executed by and between the Settlor and IDBI MFT. The voting right of a unit holder is based on the number of units held i.e. every unit will carry one voting right irrespective of the Scheme in which investment has been made. The voting rights of joint unit holders in a folio/client Id will be considered as a single voting right. M/s. Garima & Associates, Company Secretaries, has been appointed as Scrutinizer for scrutinising the conduct of postal ballot exercise in a fair and transparent manner. The Postal Ballot Form is printed on the reverse of this notice. A selfaddressed postage prepaid Business reply envelope is also sent herewith to enable the investor send the Postal Ballot Form duly completed to the scrutinizer. Unit holders are requested to record their assent or dissent in the Postal Ballot Form at the appropriate place provided therein and return the said Form in original duly completed, so as to reach the Scrutinizer on or before 5.00 p.m. on the March 23, 2018. The Scrutinizer will submit his report addressed to the Board of Directors of IDBI MFT after completion of scrutiny in a fair and transparent manner. The result of the postal ballot will be announced thereafter in one English daily newspaper having nationwide circulation as well as in a newspaper published in Marathi. 5
Please read the Notes and Instructions given below before filling up and sending the Postal Ballot Form attached herewith. By Order of the Board of Directors of IDBI MF Trustee Company Limited (Chandra Bhushan) Company Secretary & Compliance Officer IDBI Asset Management Limited Place: Mumbai Date: February 21, 2018 NOTES: - 1. Unit holder means a person holding unit(s) in a scheme of IDBI Mutual Fund as on the Record Date. 2. The Postal Ballot forms are sent to the unit holders at their addresses registered/ email Id against their folio/client Id. 3. All Postal Ballot Forms received after 5.00 pm on March 23, 2018 will be treated as if reply from such Unit holder(s) has not been received. 4. Incomplete, unsigned or incorrect Postal Ballot Forms will be rejected. The Scrutinizer s decision on the validity of the Postal Ballot shall be final and binding. 5. The Trust Deed as referred to in this notice shall be available for inspection by the unit holders at the corporate office of IDBI Asset Management Limited at 05 th Floor, Mafatlal Centre, Nariman Point, Mumbai - 400 021 during business hours on any day (excluding Staurdays, Sundays and Public Holidays). 6
POSTAL BALLOT FORM Exhibit - 3 Name of First Unit Holder : (BLOCK LETTERS) [Please read the instructions carefully before completing this form] Name of Second Unit Holder : (BLOCK LETTERS) Name of Third Unit Holder : (BLOCK LETTERS) Folio Number : For units of ETF(s) and /or units held in electronic mode DP ID No. Client ID No. I / We hereby exercise my / our vote to be passed through Postal Ballot in respect of the amendment of the under mentioned clause (21(b)) in the Trust Deed by sending my / our assent* / dissent* to the said amendment by placing ( ) mark at the appropriate box below (* Strike out whichever is NOT applicable): - Quote 21.(b)Sitting fee, for attending each meeting of the Board or any committee thereof, of such amount as may be approved by the Board of IDBI MF Trustee Company Limited from time to time, within the limits as prescribed under the provisions of Companies Act 2013, as amended or re-enacted and made applicable from time to time. Unquote Details of the proposed amendment to the Trust Deed OPTION (Please put ( ) mark in the appropriate box below ) Amendment of clause no. 21(b) of the Trust Deed namely Sitting fee, for attending each meeting of the Board or any committee thereof, of such amount as may be approved by the Board of IDBI MF Trustee Company Limited from time to time, within the limits as prescribed under the provisions of Companies Act 2013, as amended or re-enacted and made applicable from time to time. I/We assent (agree) to the Amendment I / We dissent (disagree) to the Amendment Signature of 1 st Unit holder Signature of 2 nd Unit holder Signature of 3 rd Unit holder The duly completed form to be dispatched to The Scrutinizer, IDBI Asset Management Limited, 05th floor, Mafatlal Centre, Nariman Point, Mumbai - 400 021 / to M/s. Karvy Computershare Private Limited, Unit: IDBI Mutual Fund, Karvy Selenium Tower B, Plot number 31 & 32, Financial District, Nanakramguda Serilingampally Mandal, Hyderabad - 500 032. ( Instructions given overleaf) 7
INSTRUCTIONS FOR VOTING USING THE POSTAL BALLOT FORM: - 1. A Unit holder desiring to exercise his/her votes through Postal Ballot may complete the attached Postal Ballot Form and send it to the Scrutinizer, appointed by the IDBI MFT in the attached self- addressed postage prepaid business reply envelope. 2. The Postal Ballot Form should be completed in all respects and signed by the Unit holders. 3. In case of joint holding, the Postal Ballot Form should be completed and signed jointly by all the holders (as per specimen signature registered with IDBI Mutual Fund). 4. In case of joint holding (either or survivor), the Postal Ballot Form should be completed and signed by either of the Unit holders (as per specimen signature registered with IDBI Mutual Fund). 5. In case of a HUF, the Postal Ballot Form should be completed and signed by the Karta in that capacity under the seal (stamp) of the Karta (as per specimen signature registered with IDBI Mutual Fund). 6. In case of a Partnership Firm, the Postal Ballot Form should be completed and signed by the authorised signatory (ies) under the seal (stamp) of the Partnership Firm (as per specimen signature registered with IDBI Mutual Fund). 7. In case of Companies, Trusts, Societies, etc. the Postal Ballot Form should be completed and signed by the authorised signatory (ies) under the seal (stamp) of the Company, Trust, Society as the case may be (as per specimen signature registered with IDBI Mutual Fund). 8. Please do not attach any other communication with the Postal Ballot Form and do not write any service requests, grievances or complaints, on the Postal Ballot Form. Such communications will not be taken cognizance of. 8