SPONSORS Sun Life (India) AMC Investments Inc. Aditya Birla Capital Limited 1 York Street, Toronto, Ontario, (A subsidiary of Grasim Industries Limited) Canada M5J 0B6 Indian Rayon Compound, Veraval, Gujarat - 362 266 NAME OF INVESTMENT MANAGER Aditya Birla Sun Life AMC Limited (“ABSLAMC”) (a wholly owned subsidiary of Aditya Birla Nuvo Ltd.) One World Center, Tower-1, 17th floor, Jupiter Mills, S.B. Marg, Indian Rayon Compound, Veraval, Elphinstone Road, Mumbai - 400 013 Tel.: +91 22 4356 8000 Fax: +91 22 4356 8111 Gujarat- 362 266. CIN: L65991MH1994PLC080811 NAME OF TRUSTEE COMPANY Aditya Birla Sun Life Trustee Private Limited (“ABSLTPL”) One World Center, Tower-1, 17th floor, Jupiter Mills, S.B. Marg, Elphinstone Road, Mumbai - 400 013 Tel.: +91 22 4356 8000 Fax: +91 22 4356 8111 CIN: U74899MH1994PTC166755 NAME OF MUTUAL FUND Aditya Birla Sun Life Mutual Fund (“ABSLMF”) One World Center, Tower-1, 17th floor, Jupiter Mills, S.B. Marg, Elphinstone Road, Mumbai - 400 013 Tel.: +91 22 4356 8000 Fax: +91 22 4356 8111 E-mail: [email protected] Website: www.mutualfund.adityabirlacapital.com This Statement of Additional Information (“SAI”) contains details of ABSLMF, its constitution, and certain tax, legal and general information. It is incorporated by reference (is legally a part of the Scheme Information Document) SAI is dated December 30, 2022. Statement of Additional Information (SAI) LIST OF ADDENDUM TO STATEMENT OF ADDITIONAL INFORMATION (SAI) Sr. No. Particulars 1. Discontinuation of Acceptance of Cash for subscription in the Schemes of the Fund 2. Appointment of Analyst - Equity 3. Change in Key Personnel 4. Appointment of Key Personnel 5. Appointment of Analyst - Equity 6. Cessation of Director from the Board of Aditya Birla Sun Life AMC Limited (“ABSLAMC”) 7. Change in Key Personnel 8. Appointment of Analyst – Equity 9. Appointment of Director on the Board of AMC and Trustee 10. Appointment of Key Personnel - Overseas Fund Manager and change in Fund Management responsibilities 11. Undertaking additional business activities (AIF and PMS) in GIFT City under 24 (b) 12. Appointment of Analyst- Mr. Pawas Pethia Page 2 Statement of Additional Information (SAI) 1. Discontinuation of Acceptance of Cash for subscription in the Schemes of the Fund NOTICE IS HEREBY GIVEN THAT, Aditya Birla Sun Life AMC Limited has decided to discontinue acceptance of Cash for subscription in the Schemes of the Fund with immediate effect. All other features and terms & conditions of SAI, SID and KIM shall remain unchanged. This Notice-cum-Addendum forms an integral part of SAI, SID and KIM issued for the Schemes read with the addenda issued thereunder. Date: July 5, 2022 2. Appointment of Analyst - Equity NOTICE IS HEREBY GIVEN THAT, Mr. Dhaval Joshi has been appointed as a Senior Analyst – Equity with effect from Thursday, September 15, 2022. In view of the above, relevant changes will be carried out in SAI. All other features and terms & conditions of SAI shall remain unchanged. This Notice-cum-Addendum forms an integral part of SAI read with the addenda issued thereunder. Date: September 16, 2022 3. Change in Key Personnel Mr. Jonas Bhutta will be designated as the Key Personnel in the capacity as Fund Manager effective from Thursday, September 22, 2022 (“Effective Date”). Name Age Educational Qualifications Brief Experience Mr. Jonas Bhutta 39 MBA (Finance) Mr. Jonas Bhutta has an experience of around years from ICFAI 16 years in the field of Equity Research. Prior Business School to joining Aditya Birla Sun Life AMC Limited, he was associated with PhillipCapital (India) Pvt. Ltd., Bank of America Merrill Lynch, Daiwa Securities Co. Ltd., Prabhudas Lilladher Pvt. Ltd. and HDFC Securities Limited In view of the above, relevant changes will be carried out in the SAI. All other features and terms & conditions of SAI shall remain unchanged. This Notice-cum-Addendum forms an integral part of the SAI read with the Addenda issued thereunder. Date: September 21, 2022 4. Appointment of Key Personnel NOTICE IS HEREBY GIVEN THAT Mr. Haresh Mehta has been appointed as a Key Personnel in the capacity of a Dealer-ETF effective from Friday, September 16, 2022. A brief profile of Mr. Haresh Mehta is given below: Name Age Educational Brief Experience Qualifications Mr. Haresh 38 B. Com. And MBA Mr. Haresh Mehta has a total work experience of Mehta years (International Business around 15 years in dealing related activities. Prior Management) from to joining Aditya Birla Sun Life AMC Limited, he Page 3 Statement of Additional Information (SAI) Sikkim Manipal University was associated with Baroda BNP Paribas Asset Management India Pvt. Ltd for over 4 years as a Dealer and Investment Support. He has also worked for over 11 years as a Trader in Institutional equities with First Global Stockbroking Pvt. Ltd. In view of the above, relevant changes will be carried out in the SAI. All other features and terms & conditions of SAI shall remain unchanged. This Notice-cum-Addendum forms an integral part of the SAI read with the Addenda issued thereunder. Date: September 22, 2022 5. Appointment of Analyst - Equity NOTICE IS HEREBY GIVEN THAT, Mr. Aditya Sharma has been appointed as an Analyst – Equity with effect from Friday, September 30, 2022. In view of the above, relevant changes will be carried out in SAI. All other features and terms & conditions of SAI shall remain unchanged. This Notice-cum-Addendum forms an integral part of SAI read with the addenda issued thereunder Date: October 03, 2022 6. Cessation of Director from the Board of Aditya Birla Sun Life AMC Limited (“ABSLAMC”) NOTICE IS HEREBY GIVEN THAT, Mr. Ajay Srinivasan (DIN: 00121181) has ceased to be an Associate Director of ABSLAMC with effect from Tuesday, October 4, 2022. In view of the above, relevant changes will be carried out in SAI. All other features and terms & conditions of SAI shall remain unchanged. This Notice-cum-Addendum forms an integral part of SAI read with the addenda issued thereunder Date: October 06, 2022 7. Change in Key Personnel NOTICE IS HEREBY GIVEN THAT, following changes in the Key Personnel details and Fund Management Responsibilities of the Schemes of Aditya Birla Sun Life Mutual Fund (“ABSLMF”) are effective from close of business hours of Tuesday, October 4, 2022 ("the Effective date"): Mr. Nitesh Jain and Mr. Milind Bafna, Fund Managers, have ceased to be Key Personnel, pursuant to their resignation from the services of Aditya Birla Sun Life AMC Limited. In view of the above, relevant changes will be carried out in SAI. All other features and terms & conditions of SAI shall remain unchanged. This Notice-cum-Addendum forms an integral part of SAI read with the Addenda issued thereunder Date: October 10, 2022 Page 4 Statement of Additional Information (SAI) 8. Appointment of Analyst – Equity NOTICE IS HEREBY GIVEN THAT, Mr. Shyam Maheshwari has been appointed as an Analyst - Equity with effect from Monday, October 17, 2022. In view of the above, relevant changes will be carried out in SAI. All other features and terms & conditions of SAI shall remain unchanged. This Notice-cum-Addendum forms an integral part of SAI read with the addenda issued thereunder Date: October 18, 2022 9. Appointment of Director on the Board of AMC and Trustee I. Appointment of Director on the Board of Aditya Birla Sun Life AMC Limited (“ABSLAMC”) NOTICE IS HEREBY GIVEN THAT, Mrs. Vishakha Mulye (DIN: 00203578) has been appointed as an Associate Director on the Board of ABSLAMC w.e.f. Thursday, October 27, 2022. A brief profile of Mrs. Vishakha Mulye is given below: Name Age & Qualifications Brief Experience Mrs. Vishakha 53 years/ Mrs. Vishakha Mulye is the Chief Executive Officer of Aditya Birla Mulye Chartered Accountant Capital Limited (ABCL), the holding company of all the financial (Associate services businesses of the Aditya Birla Group. She is also a director Director) on the board of Aditya Birla Management Corporation Private Limited, the apex decision-making body of the Aditya Birla Group. Before joining the Aditya Birla Group, Mrs. Vishakha Mulye, a career banker, was an Executive Director on the Board of ICICI Bank. In a career spanning thirty years, she has held many significant roles and led several strategic initiatives as a part of the ICICI Group, most recently as the head of domestic and international Wholesale Banking Group, Proprietary Trading Group, Markets Group and Transaction Banking Group at the Bank. She has also handled several other responsibilities at the Bank, in the areas of strategy, treasury & markets, proprietary equity investing and management of long-term equity investments, structured finance, management of special assets and corporate & project finance. She was also responsible for the Bank's structured finance and global markets businesses, and its financial institutions’ relationships. II. Change in Directorship of Aditya Birla Sun Life Trustee Private Limited (“ABSLTPL”) NOTICE IS HEREBY GIVEN THAT, Mr. Pravin Kutumbe (DIN: 01629256) has been appointed as an Independent Director on the Board of ABSLTPL with effect from Friday, October 28, 2022. A brief profile of Mr. Pravin Kutumbe is given below: Name Age & Qualifications Brief Experience Mr. Pravin 62 years/B. Com, Mr. Pravin Kutumbe is a Chartered Accountant by qualification Kutumbe Chartered Accountant having a work experience of 33 years with LIC where he held (Independent different positions as Chief Investment Officer (CIO) and Chief Director) Financial Officer (CFO) of the organization. He was a Whole Time Member of the Board of the Insurance Regulatory and Development Authority of India (IRDAI) for 3 years and was also a Director on the Board of Tata Power Company Limited, State Bank of India, Stock Holding Corporation of India Limited and SHCIL Services Limited. Page 5 Statement of Additional Information (SAI) Mr. Gopalaraman Padmanabhan (DIN: 07130908) has ceased to be an Independent Director of ABSLTPL with effect from the close of business hours on Monday, October 31, 2022. In view of the above, relevant changes will be carried out in SAI. All other features and terms & conditions of SAI shall remain unchanged. This Notice-cum-Addendum forms an integral part of the SAI read with the Addenda issued thereunder Date: October 31, 2022 10. Appointment of Key Personnel - Overseas Fund Manager and change in Fund Management responsibilities NOTICE IS HEREBY GIVEN THAT following change in the Key Personnel details and Fund Management Responsibilities of the Schemes of Aditya Birla Sun Life Mutual Fund (“ABSLMF”), will be carried out as under: Appointment of Key Personnel Mr. Dhaval Joshi has been designated as the Key Personnel in the capacity of dedicated Fund Manager for making overseas investments effective from Monday, November 21, 2022 (“the effective date”). A brief profile of Mr. Dhaval Joshi is given below: Name Age Educational Brief Experience Qualifications Mr. Dhaval 38 MBA (Finance), He has an overall experience of 15 years in equity research and Joshi M.Com, B.Com investments. Prior to joining Aditya Birla Sun Life AMC Limited, he was associated with Sundaram Mutual Fund (India) Ltd. for around 5 years. He has also worked as a research analyst with Emkay Global Financial Services and Asit C Mehta Investment Intermediates Ltd. In view of the above, relevant changes will be carried out in the SAI of ABSLMF and SID & KIM of the applicable Schemes of ABSLMF. All other features and terms & conditions of SAI of ABSLMF and SID & KIM of the applicable Schemes of ABSLMF shall remain unchanged. This Notice-cum-Addendum forms an integral part of the SAI, SID & KIM read with the Addenda issued thereunder. Date: November 22, 2022 11. Undertaking additional business activities (AIF and PMS) in GIFT City under 24 (b) Undertaking additional business activities by Aditya Birla Sun Life AMC Limited under Regulation 24(b) of SEBI (Mutual Funds) Regulations, 1996. NOTICE IS HEREBY GIVEN THAT, pursuant to the no-objection from SEBI vide its letter dated August 02, 2022 and subsequent approval from International Financial Services Centres Authority (“IFSCA”) on November 28, 2022, Aditya Birla Sun Life AMC Limited (“ABSLAMC”), Investment Manager for Aditya Birla Sun Life Mutual Fund (“the Fund”) will act as a “Registered Fund Management Entity (Non-Retail)" and will car_ out Alternative Investment Fund (AIF) and Portfolio Management Services (PMS) through a branch office in Gujarat International Finance Tec-City (GIFT City). In view of the above, the following provision will be inserted under section titled “Special Considerations” appearing in the SID of the Schemes of the Fund and section titled “Other Activities of ABSLAMC” appearing in SAI: “Pursuant to the no-objection from SEBI vide its letter dated August 02, 2022 and subsequent approval from International Financial Services Centres Authority (“IFSCA”) on November 28, 2022, ABSLAMC will act as a “Registered Fund Management Entity (Non-Retail)” and will carried out Alternative Investment Fund (‘AIF’) and Portfolio Management Services (PMS) activities through a branch office in Gujarat International Finance Tec-City (GIFT City). While undertaking the aforesaid business activity, ABSLAMC will ensure that (i) There is no conflict of Page 6 Statement of Additional Information (SAI) interest with the activities of the Fund; (ii) Interest of the Unit holder(s) of the Schemes of the Fund are protected at all times; and (iii) This business activity is in Compliance with the provisions of Regulation 24(b) of SEBI (Mutual Funds) Regulations, 1996 and relevant circulars issued in this regard from time to time.” All other features and terms & conditions of the SID & SAI shall remain unchanged. This Notice-cum-Addendum forms an integral part of SAI, SID and KIM issued for the Schemes read with the Addenda issued thereunder. Date: November 29, 2022 12. Appointment of Analyst- Mr. Pawas Pethia Appointment of Senior Analyst – Equity NOTICE IS HEREBY GIVEN THAT, Mr. Pavas Pethia has been appointed as Senior Analyst – Equity with effect from Friday, December 9, 2022. In view of the above, relevant changes will be carried out in SAI. All other features and terms & conditions of SAI shall remain unchanged This Notice-cum-Addendum forms an integral part of SAI read with the addenda issued thereunder. Date: December 9, 2022 Page 7 Statement of Additional Information (SAI) TABLE OF CONTENTS I. INFORMATION ABOUT SPONSOR, ASSET MANAGEMENT COMPANY AND TRUSTEE COMPANIES ....... 9 A. CONSTITUTION OF THE MUTUAL FUND ................................................................................................. 9 B. SPONSORS ................................................................................................................................................. 9 C. THE TRUSTEE COMPANY ....................................................................................................................... 10 D. THE ASSET MANAGEMENT COMPANY ................................................................................................. 15 E. SERVICE PROVIDERS ............................................................................................................................. 30 F. CONDENSED FINANCIALS ...................................................................................................................... 31 II. HOW TO APPLY? ............................................................................................................................................... 59 III. RIGHTS OF UNITHOLDERS OF THE SCHEME ............................................................................................... 77 IV. INVESTMENT VALUATION NORMS FOR SECURITIES AND OTHER ASSETS ............................................ 79 V. TAX & LEGAL & GENERAL INFORMATION...................................................................................................... 96 TAXATION ON INVESTING IN MUTUAL FUNDS .............................................................................................. 96 LEGAL INFORMATION ..................................................................................................................................... 105 GENERAL INFORMATION ............................................................................................................................... 114 DOCUMENTS AVAILABLE FOR INSPECTION ............................................................................................... 128 Page 8 Statement of Additional Information (SAI) INFORMATION ABOUT SPONSOR, ASSET MANAGEMENT COMPANY AND TRUSTEE COMPANIES A. CONSTITUTION OF THE MUTUAL FUND Aditya Birla Sun Life Mutual Fund (the “Mutual Fund”) has been constituted as a trust on December 16, 1994 in accordance with the provisions of the Indian Trusts Act, 1882 (2 of 1882) with Aditya Birla Capital Limited, (subsidiary of Grasim Industries Limited) and Sun Life (India) AMC Investments Inc., as the Sponsors and Aditya Birla Sun Life Trustee Private Limited as the Trustee. The Trust Deed has been registered under the Indian Registration Act, 1908. The Mutual Fund was registered with SEBI on December 23, 1994 under Registration Code MF/020/94/8. The objective of the Mutual Fund is to offer to the public and other eligible investors units in one or more schemes in the Mutual Fund for making group or collective investments primarily in Indian Securities in accordance with and as permitted under the directions and guidelines issued from time to time by SEBI. The Corporate Office of the Mutual Fund is at One World Center, Tower 1, 17th Floor, Jupiter Mills, S.B. Marg, Elphinstone Road, Mumbai - 400 013. B. SPONSORS The Sponsors of Aditya Birla Sun Life Mutual Fund are Aditya Birla Capital Limited, a part of the Aditya Birla Group, which is a premier conglomerate of businesses in India and Sun Life (India) AMC Investments Inc. (a company governed by the laws of Canada), one of the companies ultimately owned by Sun Life Financial Inc., which is a leading international financial services organization providing asset management, wealth, insurance and health solutions to individuals and institutional clients. Aditya Birla Capital Limited and Sun Life (India) AMC Investments Inc. are the Sponsors under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996. Aditya Birla Capital Limited is the settler of Mutual Fund Trust. The Sponsor has entrusted a sum of Rs. 100,000/- to the Trustee as the initial contribution towards the corpus of the Mutual Fund. I. Aditya Birla Capital Limited Aditya Birla Capital Limited (“ABCL”) is the holding company for the financial services businesses of the Aditya Birla Group. ABCL’s subsidiaries have a strong presence across Protecting, Investing and Financing solutions, ABCL is a universal financial solutions group catering to diverse needs of its customers across their life stages. Powered by more than 30,500 employees, the subsidiaries of ABCL have a nationwide reach with 1000+ branches and more than 2,00,000 agents / channel partners and several bank partners. As of March 31, 2022, Aditya Birla Capital Limited manages aggregate assets under management over Rs. 3,700 billion, has a consolidated lending book of approx. Rs. 671 billion, and an active customer base of over 35 million, through its subsidiaries and joint ventures. The Aditya Birla Group A global conglomerate, the Aditya Birla Group is in the League of Fortune 500. Anchored by an extraordinary force of over 140,000 employees belonging to 100 nationalities, the Group is built on a strong foundation of stakeholder value creation. With over seven decades of responsible business practices, our businesses have grown into global powerhouses in a wide range of sectors – metals, pulp and fibre, chemicals, textiles, carbon black, telecom and cement. Today, over 50% of Group revenues flow from overseas operations that span 36 countries in North and South America, Africa and Asia. The Group topped the Nielsen's Corporate Image Monitor 2014-15 and emerged as the 'No.1 Corporate', the 'Best in Class', for the third consecutive year. It has also been named the AON best employer in India for 2018 - the third time over the last 7 years. Nielsen’s Corporate Image Monitor measures the reputation of the 40 leading companies in India across sectors and serves as an important indicator of the strength of the corporate brand. With over 1700 respondents, consisting of stakeholders such as policy makers, influence groups, the financial community, investors, corporate peers, corporate elite, and the general consumer. Please refer www.adityabirla.com for more details. Financial Summary of Aditya Birla Capital Limited Figures in crores (Rs) Particulars Year ended Year ended Year ended 31.03.2022 31.03.2021 31.03.2020 Net Worth 15,492.11 13,742.58 12,575.79 Total Income 22,241.35 19,273.78 16,709.30 Profit after tax & provisions 1,705.97 1,126.54 919.78 Page 9 Statement of Additional Information (SAI) II. Sun Life (India) AMC Investments Inc. Sun Life (India) AMC Investments Inc. is a wholly owned subsidiary of Sun Life Assurance Company of Canada and Sun Life Financial Inc. is the ultimate holding company of Sun Life (India) AMC Investments Inc. Sun Life Financial is a leading international financial services organization providing asset management, wealth, insurance and health solutions to individuals and institutional clients. Chartered in 1865, Sun Life Financial and its partners today have operations in key markets worldwide, including Canada, United States, United Kingdom, Ireland, Hong Kong, Philippines, Japan, Indonesia, India, China, Australia, Singapore, Vietnam, Malaysia and Bermuda. As of March 31, 2022, Sun Life Financial Inc. had total assets under management of C$1,352 billion. Please refer www.sunlife.com for more details. Sun Life Financial Inc. trades on the Toronto (TSX), New York (NYSE) and Philippine (PSE) stock exchanges under the ticker symbol SLF. Financial Summary of Sun Life Financial Inc. (Figures in Millions of Canadian Dollars) Particulars Year ended Year ended Year ended 31.12.2021 31.12.2020 31.12.2019 Net Worth (Total Equity) 23,751 25,862 24,508 Total Income (Revenues) 27,527 43,337 39,679 Profit after tax (Common Shareholders net 2,792 2,404 2,618 income) Asset under Management (AUM) 1,444,728 12,56,099 10,99,347 The Consolidated Financial Statements were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued and adopted by the International Accounting Standards Board ("IASB"). Sun Life's accounting policies have been applied consistently within its Consolidated Financial Statements. C. THE TRUSTEE COMPANY Aditya Birla Sun Life Trustee Private Limited (the “Trustee”), through its Board of Directors, shall discharge its obligations as trustee of the Aditya Birla Sun Life Mutual Fund. The Trustee ensures that the transactions entered into by the Aditya Birla Sun Life AMC Limited are in accordance with the SEBI Regulations and will also review the activities carried on by Aditya Birla Sun Life AMC Limited. Details of Trustee Directors: Name Age / Qualification Brief Experience Mr. Gopalaraman 67 years Mr. Gopalaraman Padmanabhan has around four Padmanabhan decades of experience in the Banking Industry. He was an Post Graduate in Economics Executive Director with Reserve Bank of India and (Chairman & from Kerala University and handled various roles across different functions of banks Independent Masters in Business such as Markets, Supervision of banks, Payment and Director) Administration from the Foreign Exchange Policy. After his superannuation from Birmingham Business School the Reserve Bank, he was appointed Non-Executive Chairman of Bank of India, a position he held for 5 years. In October 2020, he was appointed as an independent director on the board of Axis Bank Ltd. Mr. Anjani K 63 years Mr. Anjani Kumar Agrawal has more than 42 years of Agrawal professional experience. He, as a Senior Partner at Ernst and Young LLP, had played various sector leader and (Independent FCA – National Rank Holder, practice leader roles including as a global industry leader Director) Certified Internal Auditor – and global clients’ partner. He has been a committee Institute of Internal Auditors, USA, member / leader at Prime Minister's Trophy Review Committee, NITI Aayog etc. He is a guest faculty at ISB, Advanced Business Strategy from INSEAD, SDA Bocconi School of Management and Institute of Directors. He has authored several thought leadership Business Sustainability reports. Management from Cambridge institute of Sustainable He evangelises ESG, Sustainability, Governance, Risk & Leadership Control, Impact Investment and Social Entrepreneurship. Page 10
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