Motilal Oswal Diversified Equity Flexicap Passive Fund

SCHEME INFORMATION DOCUMENT SECTION I Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds (An open-ended fund of funds scheme investing in passive funds) (Scheme Code: will be inserted later) This product is suitable for Scheme Risk- O- Meter Benchmark Risk-O-Meter investors who are seeking* Nifty 500 Total Return Index  Long-term capital growth  Investment solution that predominantly invests in passive funds such as ETF/Index Funds of equity and equity related instruments and offers diversified exposure across all market capitalization segments. *Investors should consult their financial advisers if in doubt about whether the product is suitable for them. The above product labelling assigned during the New Fund Offer (NFO) is based on internal assessment of the scheme characteristics or model portfolio and the same may vary post NFO when the actual investments are made. For latest risk-o-meter, investors may refer to the Monthly Portfolios disclosed on the website of the Fund viz. https://www.motilaloswalmf.com/. Offer for Units of face value Rs. 10 per unit during the New Fund Offer and Continuous offer for Units at NAV based price. New Fund Offer Opens on: XXXX New Fund Offer Closes on: XXXX Scheme re-opens/ Listing on: XXXX Name of Mutual Fund Motilal Oswal Mutual Fund (MOMF) Name of Asset Management Motilal Oswal Asset Management Company Limited Company (AMC) (MOAMC) Name of Trustee Company Motilal Oswal Trustee Company Limited (MOTC) Address Registered Office: Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 110th Floor, Motilal Oswal Tower, Rahimtullah Sayani Road, Opp. Parel ST Depot, Prabhadevi, Mumbai-400025 Website www.motilaloswalmf.com The particulars of the Scheme have been prepared in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations 1996, (herein after referred to as SEBI (MF) Regulations) as amended till date, and filed with SEBI, along with a Due Diligence Certificate from the AMC. The units being offered for public subscription have not been approved or recommended by SEBI nor has SEBI certified the accuracy or adequacy of the Scheme Information Document (SID). The SID sets forth concisely the information about the Scheme that a prospective investor ought to know before investing. Before investing, investors should also ascertain about any further changes to this SID after the date of this Document from the Mutual Fund / Investor Service Centres / Website / Distributors or Brokers. The investors are advised to refer to the Statement of Additional Information (SAI) for details of Motilal Oswal Mutual Fund (MOMF), Mutual Fund, Standard Risk Factors, Special Considerations, Tax and Legal issues and general information on www.motilaloswalmf.com. SAI is incorporated by reference (is legally a part of the Scheme Information Document). For a free copy of the current SAI, please contact your nearest Investor Service Centre or log on to our website. The Scheme Information Document (Section I and II) should be read in conjunction with the SAI and not in isolation. This SID is dated September 23, 2025. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 2TABLE OF CONTENTS PAGE NO SECTION I I. HIGHLIGHTS / SUMMARY OF THE SCHEME 4 DUE DILIGENCE BY THE ASSET MANAGEMENT COMPANY 11 II. INFORMATION ABOUT THE SCHEME 12 A. HOW WILL THE SCHEME ALLOCATE ITS ASSETS 12 B. WHERE WILL THE SCHEME INVEST 15 C. WHAT ARE THE INVESTMENT STRATEGIES 16 D. HOW WILL THE SCHEME BENCHMARK ITS PERFORMANCE 17 E. WHO MANAGES THE SCHEME 17 F. HOW IS THE SCHEME DIFFERENT FROM EXISTING SCHEMES OF THE MUTUAL FUND 24 G. HOW HAS THE SCHEME PERFORMED 26 H. ADDITIONAL SCHEME RELATED DISCLOSURES 26 III. OTHER DETAILS 27 A. COMPUTATION OF NAV 27 B. NEW FUND OFFER (NFO) EXPENSES 27 C. ANNUAL SCHEME RECURRING EXPENSES 28 D. LOAD STRUCTURE 31 SECTION II I. INTRODUCTION 33 A. DEFINITIONS 33 B. REQUIREMENT OF MINIMUM INVESTORS IN THE SCHEME 33 C. RISK FACTORS 33 D. RISK MITIGATION STRATEGIES 40 E. SPECIAL CONSIDERATION 42 II. INFORMATION ABOUT THE SCHEME 45 A. WHERE WILL THE SCHEME INVEST 45 B. WHAT ARE THE INVESTMENT RESTRICTIONS 45 C. FUNDAMENTAL ATTRIBUTES 49 D. OTHER SCHEME SPECIFIC DISCLOSURES 50 III. OTHER DETAILS 69 A. UNDERLYING SCHEME DETAILS 69 B. PERIODIC DISCLOSURES 69 C. TRANSPARENCY/ NAV DISCLOSURES 71 D. TRANSACTION CHARGES AND STAMP DUTY 72 E. ASSOCIATE TRANSACTIONS 72 F. TAXATION 72 G. RIGHTS OF UNITHOLDERS 73 H. LIST OF OFFICAL POINTS OF ACCEPTANCE 73 I. PENALTIES, PENDING LITIGATION OR PROCEEDINGS, FINDINGS OF INSPECTIONS OR 73 INVESTIGATIONS FOR WHICH ACTION MAY HAVE BEEN TAKEN OR IS IN THE PROCESS OF BEING TAKEN BY ANY REGULATORY AUTHORITY Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 3PART I - HIGHLIGHTS / SUMMARY OF THE SCHEME Sr. No. Title Description I. Name of the scheme Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds II. Category of the Scheme Diversified Fund of Funds(Domestic) III. Scheme type An open-ended fund of funds scheme investing in passive funds IV. Scheme code (Will be inserted later) V. Investment objective The investment objective of the scheme is to generate long term growth/capital appreciation by predominantly investing in passive funds such as ETFs/Index Funds of equity and equity related instruments that offers diversified exposure across all market capitalization segments. However, there can be no assurance or guarantee that the investment objective of the Scheme would be achieved. VI. Liquidity The Scheme offers Units for subscription and redemption at Applicable NAV on all Business Days on an ongoing basis. As per SEBI Regulations, the Mutual Fund shall dispatch redemption proceeds within 3 Working days of receiving a valid redemption request. A penal interest of 15% per annum or such other rate as may be prescribed by SEBI from time to time, will be paid in case the redemption proceeds are not made within 3 Working days from the date of receipt of a valid redemption request. The units of the Scheme are presently not proposed to be listed on any stock exchange. VII. Benchmark (Total Return Nifty 500 Total Return Index Index) Considering that the scheme predominantly invests in units of equity ETFs and index funds with the objective of achieving long-term capital growth and given its mandate to provide diversified exposure across market capitalizations—large, mid and small caps—it is appropriate to benchmark the scheme against the Nifty 500 Total Return Index (TRI). This index offers a comprehensive representation of the equity market and is aligned with the scheme’s investment strategy. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 4VII NAV disclosure AMC will declare separate NAV under Regular Plan and Direct Plan of the Scheme. The AMC will calculate and disclose the first NAV of the Scheme within a period of 5 Business days from the date of allotment under the NFO. Thereafter, the NAV will be calculated on all business days and shall be disclosed in the manner specified by SEBI. The AMC shall update the NAVs on its website www.motilaloswalmf.com and also on AMFI website www.amfiindia.com before 10.00 a.m. on the following business day. If the NAV is not available before 10.00 a.m. on the following business day, the reasons for such delay would be explained to AMFI in writing. If the NAV is not available before the commencement of Business Hours on the following day due to any reason, the Mutual Fund shall issue a press release giving reasons and explaining when the Mutual Fund would be able to publish the NAV. Further, AMC will extend facility of sending latest available NAVs to unitholders through SMS, upon receiving a specific request in this regard. For further details please refer Section II IX. Applicable timelines Dispatch of redemption proceeds: The transfer of redemption or repurchase proceeds to the unitholders shall be made within three working days from the date of redemption or repurchase. Dispatch of IDCW: The payment of dividend/IDCW to the unitholders shall be made within seven working days from the record date. X. Plans and Options The Scheme has two Plans: Plans/Options and sub (i) Regular Plan and options under the Scheme (ii) Direct Plan Each Plan will offer Growth Option. Regular Plan is for Investors who purchase/subscribe units in a Scheme through any Distributor (AMFI Registered Distributor/ARN Holder). Direct Plan is for investors who purchase/subscribe units in a Scheme directly with the Fund and is not routed through a Distributor (AMFI Registered Distributor/ARN Holder). Investor may note that following shall be applicable for default plan. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 5Scen Broker Code Plan Default Plan ario mentioned by the mentioned by to investor the be captured Investor 1 Not mentioned Not mentioned Direct 2 Not mentioned Direct Direct 3 Not mentioned Regular Direct 4 Mentioned Direct Direct 5 Direct Not Mentioned Direct 6 Direct Regular Direct 7 Mentioned Regular Regular 8 Mentioned Not Mentioned Regular For detailed disclosure on default plans and options, kindly refer SAI. XI. Load Structure Exit Load: 1% - If redeemed on or before 15 days from the date of allotment. Nil - If redeemed after 15 days from the date of allotment. Exit Load will be applicable on switch amongst the Schemes of MOMF. No Load shall be imposed for switching between Options within the Scheme. Further, it is clarified that there will be no exit load charged on a switch-out amongst the plans within the same scheme. For details on load structure, please refer to Section on Load Structure in this Document. XII. Minimum Application During NFO and on Ongoing basis: Amount/switch in For Lumpsum: Rs. 500/- and in multiples of Re. 1/- thereafter. For Systematic Investment Plan (SIP): SIP Minimum Number of Choice Freque Instalment Instalments of ncy Amount Day/Date Daily Rs. 100/- 1 month (30 and days) multiple of Re. 1/- thereafter Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 6Weekly Rs. 500/- Minimum – Any day and 12 of the multiple of Maximum – week Re. 1/- No Limit from thereafter Monday to Friday Fortnigh Rs. 500/- Minimum – 1st &14th, tly and 12 7th & 21st multiple of Maximum – and 14th Re. 1/- No Limit & 28th thereafter Monthly Rs. 500/- Minimum – Any day and 12 of the multiple of Maximum – month Re. 1/- No Limit except thereafter 29th, 30th or 31st Quarterl Rs. 1,500/- Minimum – 4 Any day y and Maximum – of the multiple of No Limit month for Re. 1/- each thereafter quarter (i.e. January, April, July, October) except 29th, 30th or 31st Annual Rs. 6,000/- Minimum – 1 Any day and Maximum – or date of multiple of No Limit his/her Re. 1/- preferenc thereafter e In case the SIP date is not specified or in case of ambiguity, the SIP transaction will be processed on 7th of every month in which application for SIP registration was received and if the end date is not specified, SIP will continue till it receives termination notice from the investor. In case, the date fixed happens to be a holiday / non-business day, the same shall be affected on the next business day. No Post Dated cheques would be accepted for SIP. In case SIP frequency not specified default frequency would Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 7be monthly. Note: Provisions for Minimum Application Amount are not applicable in case of mandatory investments by the Designated Employees of the AMC in accordance with clause 6.10 of SEBI Master Circular no. SEBI/HO/IMD/IMD-PoD- 1/P/CIR/2024/90 dated June 27, 2024 as amended from time to time XIII. Minimum Additional Rs. 500/- and in multiples of Re. 1/- thereafter. Purchase Amount XIV. Minimum Rs. 500/- and in multiples of Re. 1/- thereafter or account Redemption/switch out balance, whichever is lower. amount Note: Provisions for Minimum Redemption Amount are not applicable in case of mandatory investments by the Designated Employees of the AMC in accordance with clause 6.10 of SEBI Master Circular no. SEBI/HO/IMD/IMD-PoD- 1/P/CIR/2024/90 dated June 27, 2024 as amended from time to time. XV. New Fund Offer Period NFO opens on: XX This is the period during NFO closes on: XX which a new scheme sells its units to the investors Minimum duration to be 3 working days and will not be kept open for more than 15 days. Any modification to the New Fund Offer Period shall be announced by way of an addendum Uploaded on AMC website i.e. https://www.motilaloswalmf.com/download/addendums. XVI. New Fund Offer Price: Offer of Units of Rs. 10 each This is the price per unit that the investors have to pay to invest during the NFO. XVII. Segregated portfolio/side The AMC / Trustee shall decide on creation of segregated pocketing disclosure portfolio of the Scheme in case of a credit event/actual default at issuer level, subject to SEBI Regulations and other prevailing guidelines if any. Accordingly, Investor holding units of segregated portfolio may not able to liquidate their holding till the time recovery of money from the issuer. The Security comprised of segregated portfolio may not realise any value. Further, listing of units of segregated portfolio in recognized Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 8stock exchange does not necessarily guarantee their liquidity. There may not be active trading of units in the stock market. Further trading price of units on the stock market may be significantly lower than the prevailing NAV. For Details, kindly refer SAI. XVIII. Swing Pricing Disclosures The Scheme does not undertake swing pricing. XIX. Stock lending/short selling The Scheme shall not engage in stock/securities lending. XX. How to Apply Investors should mandatorily use the Application Forms, Transactions Request, included in the KIM and other standard forms available at the Investor Service Centers/ www.motilaloswalmf.com, for any financial/non-financial transactions. Any transactions received in any non-standard forms are liable to be rejected. Please refer Details in Section II. XXI.. Investor services For General Service request and Complaint Resolution Mr. Juzer Dalal Motilal Oswal Asset Management Company Limited 10th Floor, Rahimtullah Sayani Road, Opp. Parel ST Depot, Prabhadevi, Mumbai – 400025 Tel No.: +91 8108622222 and +91 22 40548002 Fax No.: 02230896884 Email.: amc@motilaloswal.com Investors are advised to contact any of the Designated Collection Center / Investor Service Center or the AMC by calling the toll free no. of the AMC at +91 8108622222 and +91 22 40548002. Investors can also visit our website www.motilaloswalmf.com for complete details. Investor may also approach the Compliance Officer / CEO of the AMC. The details including, inter-alia, name & address of Compliance Officer & CEO, their e-mail addresses and telephone numbers are displayed at each offices of the AMC. For any grievances with respect to transactions through stock exchange mechanism, Unit Holders must approach either their stock broker or the investor grievance cell of the respective stock exchange or their distributor. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 9XXII Specific attribute of the This is an open-ended scheme. Hence, the same is not scheme (such as lock in, applicable. duration in case of target maturity scheme/close ended schemes) (as applicable) XXIII. Special product/facility The Special Products / Facilities available during the NFO available during the NFO and on an on - going basis are as follows: and on ongoing basis i Systematic Investment Plan ii Systematic Transfer Plan iii Systematic Withdrawal Plan iv Switching Option v NAV Appreciation Facility vi Online Facility vii Mobile Facility viii Application through MF utility platform ix Transaction through Stock Exchange x Transaction through electronic mode xi Through MFSS and/or NMF II facility of NSE and BSE StAR MF facility of BSE xii Through mobile application of Kfin i.e. ‘KFinKart’ xiii MFCentral as Official Point of Acceptance of Transactions (OPAT) xiv Motilal Oswal Fixed Amount Benefits Online Facility Ongoing Offer Details under heading Special Products / facilities available ASBA The Mutual Fund will offer ASBA facility during the NFO of the Scheme. ASBA is an application containing authorisation given by the Investor to block the application money in his specified bank account towards the subscription of the units offered during the NFO of Scheme. If an Investor is applying through ASBA facility, the application money towards the subscription of units shall be debited from his specified bank account only if his/her application is selected for allotment of units. Please refer to the SAI for more details. For further details of above special products / facilities, For Details, kindly refer SAI XXIV. Web links: TER And Factsheet: Factsheet https://www.motilaloswalmf.com/download/factsheets Total Expense Ratio: https://www.motilaloswalmf.com/total-expense-ratio Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 10DUE DILIGENCE BY THE ASSET MANAGEMENT COMPANY It is confirmed that: (i) The Draft Scheme Information Document submitted to SEBI 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 Scheme Information Document are true, fair and adequate to enable the investors to make a well informed decision regarding investment in the Scheme. (iv) The intermediaries named in the Scheme Information Document and Statement of Additional Information are registered with SEBI and their registration is valid, as on date. (v) The contents of the Scheme Information Document including figures, data, yields etc. have been checked and are factually correct (vi) A confirmation that the AMC has complied with the compliance checklist applicable for Scheme Information Documents and other than cited deviations/ that there are no deviations from the regulations (vii) Notwithstanding anything contained in this Scheme Information Document, the provisions of the SEBI (Mutual Funds) Regulations, 1996 and the guidelines there under shall be applicable. (viii) The Trustees have ensured that the Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds approved by them is a new product offered by Motilal Oswal Mutual fund and is not a minor modification of any existing scheme. Place: Mumbai For Motilal Oswal Asset Management Company Limited Date: September 23, 2025 (Investment Manager for Motilal Oswal Mutual Fund) SD/- Aparna Karmase Head – Compliance, Legal & Secretarial Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 11Part II. INFORMATION ABOUT THE SCHEME A. HOW WILL THE SCHEME ALLOCATE ITS ASSETS The asset allocation pattern of the Scheme would be as follows: Under normal circumstances, the asset allocation will be as follows: Type of Instruments Indicative allocations (% of total assets) Minimum Maximum Units of passively managed Domestic Equity ETFs and Index 95 100 Funds* Debt and Money Market Instruments, cash and cash equivalents^ 0 5 *The scheme will allocate its assets across a diversified set of passively managed Domestic ETFs and/or Index Funds that invest in equity and equity related instruments. ^Debt and Money Market Instruments includes Commercial papers, Commercial bills, Treasury bills, TREPS, Government securities having an unexpired maturity up to one year, call or notice money, certificate of deposit, Bills Rediscounting, usance bills, bonds, NCD’s and any other like instruments as specified by the Reserve Bank of India (RBI)/ Securities and Exchange Board of India (SEBI) from time to time. Underlying Schemes: Motilal Oswal Nifty 50 ETF Motilal Oswal Nifty 50 Index Fund Motilal Oswal Nifty 500 ETF Motilal Oswal Nifty 500 Index Fund Motilal Oswal Nifty Midcap 100 ETF Motilal Oswal Nifty Midcap 150 Index Fund Motilal Oswal Nifty Next 50 Index Fund Motilal Oswal Nifty Next 50 ETF Motilal Oswal Nifty Microcap 250 Index Fund Motilal Oswal Nifty Smallcap 250 ETF Motilal Oswal Nifty Smallcap 250 Index Fund Motilal Oswal BSE 1000 Index Fund The above list is indicative and not exhaustive. The scheme may consider investing in ETFs and/or Index Funds of any Mutual Fund having similar objectives. Further, the Scheme retains the flexibility to invest in any new ETFs/Index Funds that may be launched in the future by Motilal Oswal Mutual Fund or any other Mutual Funds. The Fund Manager may invest in Liquid/ Debt Schemes of Motilal Oswal Mutual Fund. However, the Fund Manager may invest in any other schemes of a mutual fund registered with SEBI, which invest predominantly in the money market securities. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 12Pursuant to clause 12.24 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, the cumulative gross exposure through equity and equity related instruments, Units of Liquid Schemes, debt, Money Market Instruments, G Sec, Bonds, derivatives etc., other permitted securities/assets and such other securities/assets as may be permitted by the Board from time to time will not exceed 100% of the net assets of the scheme, subject to approval if any. Cash and cash equivalents as per SEBI letter no. SEBI/HO/IMD-II/DOF3/ OW/P/ 2021/ 31487 / 1 dated November 03, 2021 which includes T-bills, Government Securities and Repo on Government Securities having residual maturity of less than 91 Days, shall not be considered for the purpose of calculating gross exposure limit. Indicative Table (Actual instrument/percentages may vary subject to applicable SEBI circulars): Sr. Type of Instrument Percentage of exposure Circular references* No 1. Securities Lending The Scheme shall adhere to the Subject to clause 12.11 of following limits while engaging in SEBI Master Circular No. Stock Lending. SEBI/HO/IMD/IMD-PoD-  Not more than 20% of the net 1/P/CIR/2024/90 dated June assets of the Scheme can be 27, 2024, as may be deployed in Stock Lending. amended from time to time,  Not more than 5% of the net the Scheme intends to assets of the Scheme can be engage in Stock Lending. deployed in Stock Lending to any single approved intermediary. 2. Equity/Debt The scheme will not invest - Derivatives for non- Equity/Debt Derivatives for non- hedging purposes hedging purposes 3. Securitized Debt The scheme will not invest in Securitized Debt. 4. Structured Obligation The scheme will not invest in - / Credit Structured Obligation / Credit Enhancements Enhancements. 5. Short selling The scheme will not invest in Short - selling. 6. ReITS and InVITS The scheme will not invest in ReITS - and InVITS. 7 AT1 and AT2 Bonds The scheme will not invest in AT1 - and AT2 Bonds. 8 Repo in corporate The scheme will not invest in Repo in - debt and reverse repo corporate debt and reverse repo. 9. unrated debt The scheme will not invest in unrated - instrument debt instrument. 10. Overseas Securities The scheme will not invest in - Overseas Securities Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 13Sr. Type of Instrument Percentage of exposure Circular references* No 11. Credit Default Swaps The scheme will not invest in Credit - (CDS) Default Swaps (CDS). Rebalancing due to Passive Breaches: Subject to the Regulations and clause 2.9 of SEBI Master Circular no. SEBI/HO/IMD/IMD-PoD- 1/P/CIR/2024/90 dated June 27, 2024; the asset allocation pattern indicated above for the Scheme may change from time to time. In the event of deviation from the mandated asset allocation of the Scheme mentioned in the SID due to passive breaches (occurrence of instances not arising out of omission and commission of AMC), then the AMC shall rebalance the portfolio within a period of 30 business days. Where the portfolio is not rebalanced within 30 business days, justification writing, including details taken to rebalance the portfolio shall be placed before the Investment Committee. The Investment Committee, if so desires, can extend the timelines up to sixty (60) business days from the date of completion of mandated rebalancing period. In case, the portfolio of scheme is not rebalanced within the aforementioned mandated plus extended timelines, AMCs shall: i) not be permitted to launch any new scheme till the time the portfolio is rebalanced. ii) not to levy exit load, if any, on the investors exiting such scheme(s). Rebalancing due to Short Term Defensive Consideration: Subject to the Regulations, the asset allocation pattern indicated above may change from time to time, keeping in view market conditions, market opportunities, applicable regulations, legislative amendments and political and economic factors. It must be clearly understood that the percentages stated above are only indicative and not absolute. These proportions can vary depending upon the perception of the fund manager; the intention being at all times to seek to protect the interests of the Unit holders. In accordance with clause 1.14.1.2 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, such changes in the investment pattern will be for short term on defensive considerations only and the fund manager will rebalance the portfolio within 30 calendar days from the date of deviation. Timelines for deployment of funds collected in NFO: In line with SEBI circular no. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2025/23 dated February 27, 2025, funds collected in new fund offer shall be deployed as per following manner: 1. The AMC shall deploy the funds garnered in an NFO within 30 business days from the date of allotment of units. 2. In an exceptional case, if the AMC is not able to deploy the funds in 30 business days, reasons in writing, including details of efforts taken to deploy the funds, shall be placed before the Investment Committee of the AMC. 3. The Investment Committee may extend the timeline by 30 business days, while also making recommendations on how to ensure deployment within 30 business days going forward and monitoring the same. The Investment Committee shall examine the root cause for delay in deployment before granting approval for part or full extension. The Investment Committee shall not ordinarily give part or full extension where the assets for any scheme are liquid and readily available. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 144. In case the funds are not deployed as per the asset allocation mentioned in the SID as per the aforesaid mandated plus extended timelines, AMC shall: (i) not be permitted to receive fresh flows in the same scheme till the time the funds are deployed as per the asset allocation mentioned in the SID. (ii) not be permitted to levy exit load, if any, on the investors exiting such scheme(s) af-ter 60 business days of not complying with the asset allocation of the scheme. (iii) inform all investors of the NFO, about the option of an exit from the concerned scheme without exit load, via email, SMS or other similar mode of communication. (iv) report deviation, if any, to Trustees at each of the above stages. B. WHERE WILL THE SCHEME INVEST The fund will invest in units of domestic passive funds (ETFs/ Index Funds) that invest in equity and equity related instruments including debt and money market instruments depending on the asset allocation pattern and Investment objective of the Fund of Funds scheme as indicated in this document. The money collected under this scheme shall be invested only in transferable securities. As per the SEBI guidelines, a Fund of funds scheme shall not invest its assets other than in schemes of mutual funds, except to the extent of funds required for meeting the liquidity requirements for the purpose of repurchases or redemptions. Subject to the Regulations and other prevailing Laws as applicable, the corpus of the Scheme can be invested in any (but not exclusively) of the following Securities: 1. Units of Domestic ETFs and Index Funds - The Scheme will primarily invest in units of passively managed domestic Exchange Traded Funds (ETFs) and Index Funds of Motilal Oswal Mutual Fund and/or other mutual funds. 2. Open-ended Liquid Schemes and Money Market Schemes - The Scheme may invest in open- ended liquid mutual fund schemes registered with SEBI and/or schemes investing predominantly in money market instruments/securities to manage short-term liquidity. 3. Money Market Instruments - The Scheme may invest in a variety of money market instruments, including but not limited to Commercial Papers (CPs), Certificates of Deposit (CDs), Treasury Bills (T-Bills), Bills Rediscounting, Tri-party Repo (TREPS) on Government securities or T-Bills, Securities issued by Government Agencies/PSUs, Non-Convertible Securities and Repo/Reverse Repo transactions (including in corporate bonds). 4. Debt Instruments Permitted by SEBI/RBI - The Scheme may invest in debt and money market instruments as permitted by SEBI and RBI from time to time. 5. Any other instruments / securities, which in the opinion of the fund manager would suit the investment objective of the scheme subject to compliance with extant Regulations after seeking necessary approval, whenever required. For detailed derivatives strategies, please refer SAI. For detailed information about where will the scheme invest, kindly refer Section II. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 15C. WHAT ARE THE INVESTMENT STRATEGIES The Scheme aims to generate long term capital appreciation by predominantly investing in passively managed Domestic Equity funds such as Exchange Traded Funds (ETFs) /Index Funds that provide diversified exposure across all segments of market capitalization including large-cap, mid-cap and small- cap equities. By investing in ETFs and Index Funds, the scheme aims to offer low-cost access to a broad equity market exposure, making it an efficient solution for investors seeking diversification without active stock selection risk. The Scheme will invest in any (but not exclusively) of following category of Schemes: A. Domestic Exchange Traded Funds (ETFs) B. Domestic Index Funds The schemes may buy/sell the units of the underlying scheme in Creation Unit Size using either the cash route or the stock exchange route. The facility to transact in creation units directly with the respective AMCs enables the scheme to access units more efficiently, especially during periods of low liquidity in the secondary market. The fund manager will have the flexibility to dynamically allocate across different market cap segments using passive instruments, enabling a cost-effective and broad-based participation in the equity markets. The scheme will invest up to 5% of the assets may be allocated to liquid schemes or money market instruments to manage day-to-day liquidity requirements of the scheme efficiently. Securities Lending Subject to the SEBI Regulations as applicable from time to time, the Scheme may, participate in securities lending. Investment of Subscription Money: In accordance with clause 1.10.3 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD- 1/P/CIR/2024/90 dated June 27, 2024, the Mutual Fund may deploy NFO proceeds in Triparty repo on Government securities or treasury bills before closure of NFO period. However, AMCs shall not charge any investment management and advisory fees on funds deployed in triparty repo on Government securities or treasury bills during the NFO period. The appreciation received from investment in triparty repo on Government securities or treasury bills shall be passed on to investors. Further, in case the minimum subscription amount is not garnered by the Scheme during the NFO period, the interest earned upon investment of NFO proceeds in triparty repo on Government securities or treasury bills shall be returned to investors, in proportion of their investments, along-with the refund of the subscription amount. Portfolio Turnover Portfolio Turnover is defined as the lower of sales or purchase divided by the average corpus during a specified period of time. The Scheme, being an open ended Scheme, it is expected that there would be a number of subscriptions and redemptions on a daily basis. However, it is difficult to measure with reasonable accuracy the likely turnover in the portfolio of the Scheme. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 16Tracking Error Scheme Tracking error is defined as the standard deviation of the difference between the daily returns of the Underlying Scheme and the NAV of the Scheme. The fund assets will be predominantly invested in the Underlying Scheme and which is valued at the market price of the said units on the principal exchange. The same may be at a variance to the underlying NAV of the Scheme. Theoretically, the corpus of the Scheme has to be fully invested in the Underlying Scheme completely. However, it is not possible to invest as per the objective due to reason that the Scheme has to incur expenses, regulatory policies, lack of liquidity, etc. The Scheme’s returns may therefore deviate from those of its Underlying Scheme. Tracking Error may arise due to the following reasons :- 1. Fees and expenses of the Scheme. 2. Halt in trading on the Stock exchange due to circuit filter rules 3. Cash balance held by the Scheme due to subscriptions, redemption, etc. 4. Delay in receipt of cash flows 5. Non- availability of units of Underlying Scheme or the Underlying Scheme is temporary closed for subscription 6. Lack of liquidity on Stock Exchange 7. The Scheme has to invest in the Underlying Scheme in whole numbers and has to round off the quantity of units. D. HOW WILL THE SCHEME BENCHMARK ITS PERFORMANCE? The performance of the Scheme will be benchmarked to Nifty 500 Total Return Index. Considering that the scheme predominantly invests in units of equity ETFs and index funds with the objective of achieving long-term capital growth, and given its mandate to provide diversified exposure across market capitalizations—large, mid and small caps—it is appropriate to benchmark the scheme against the Nifty 500 Total Return Index (TRI). This index offers a comprehensive representation of the equity market and is aligned with the scheme’s investment strategy. Total Return variant of the index (TRI) will be used for performance comparison. E. WHO MANAGES THE SCHEME? Name Age and Other schemes managed Experience Educational by the fund manager Qualification Mr. Swapnil Mayekar Age: 41 years Fund Manager - Mr. Swapnil Mayekar has rich 1. Motilal Oswal Asset experience in the field of Fund Manager Qualification: Allocation Passive Research. He had earlier Master of Fund of Fund - worked with organization like Commerce Aggressive Business Standard Limited (Finance 2. Motilal Oswal Asset where he was primarily Management) Allocation Passive responsible for research on Fund of Fund – Banking Sector, Mutual Fund, Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 17Name Age and Other schemes managed Experience Educational by the fund manager Qualification Conservative Debt market, International and 3. Motilal Oswal BSE Indian Stock Market using Enhanced Value ETF valuation models. He is 4. Motilal Oswal BSE associated with MOAMC Enhanced Value Index since March 2010 where his Fund primarily role is to develop 5. Motilal Oswal BSE model structure, to perform Financials ex Bank 30 portfolio assessments on a Index Fund periodic basis for investment 6. Motilal Oswal BSE strategies & models and Healthcare ETF analysis of Exchange Traded 7. Motilal Oswal BSE Funds, Mutual fund scheme Low Volatility ETF and stocks.. 8. Motilal Oswal BSE Low Volatility Index Fund 9. Motilal Oswal BSE Quality ETF 10. Motilal Oswal BSE Quality Index Fund 11. Motilal Oswal Gold and Silver ETFs Fund of Funds 12. Motilal Oswal Nasdaq 100 Fund of Fund 13. Motilal Oswal Nifty 200 Momentum 30 ETF 14. Motilal Oswal Nifty 200 Momentum 30 Index Fund 15. Motilal Oswal Nifty 50 ETF 16. Motilal Oswal Nifty 50 Index Fund 17. Motilal Oswal Nifty 500 ETF 18. Motilal Oswal Nifty 500 Index Fund 19. Motilal Oswal Nifty 500 Momentum 50 ETF 20. Motilal Oswal Nifty Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 18Name Age and Other schemes managed Experience Educational by the fund manager Qualification 500 Momentum 50 Index Fund 21. Motilal Oswal Nifty Bank Index Fund 22. Motilal Oswal Nifty India Defence ETF 23. Motilal Oswal Nifty India Defence Index Fund 24. Motilal Oswal Nifty Microcap 250 Index Fund 25. Motilal Oswal Nifty Midcap 100 ETF 26. Motilal Oswal Nifty Midcap 150 Index Fund 27. Motilal Oswal Nifty Next 50 Index Fund 28. Motilal Oswal Nifty Realty ETF 29. Motilal Oswal Nifty Smallcap 250 ETF 30. Motilal Oswal Nifty Smallcap 250 Index Fund 31. Motilal Oswal Nifty MidSmall India Consumption Index Fund 32. Motilal Oswal Nifty MidSmall Healthcare Index Fund 33. Motilal Oswal Nifty MidSmall Financial Services Index Fund 34. Motilal Oswal Nifty MidSmall IT and Telecom Index Fund 35. Motilal Oswal Nifty Capital Market Index Fund 36. Motilal Oswal Capital Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 19Name Age and Other schemes managed Experience Educational by the fund manager Qualification Market ETF 37. Motilal Oswal Nifty 50 Equal Weight ETF 38. Motilal Oswal Nifty Next 50 ETF 39. Motilal Oswal BSE India Infrastructure ETF 40. Motilal Oswal Nifty India Manufacturing ETF 41. Motilal Oswal Nifty PSE ETF 42. Motilal Oswal Nifty India Tourism ETF 43. Motilal Oswal Nifty Midcap150 Momentum 50 ETF 44. Motilal Oswal Nifty Alpha 50 ETF Mr. Rakesh Shetty Age: 44 years Fund Manager – Mr. Rakesh Shetty has more 1. Motilal Oswal Asset than 14 years of overall Fund Manager – Debt Qualification: Allocation Passive experience and expertise in Components Bachelors of Fund of Fund - trading in equity, debt Commerce Aggressive segment, Exchange Trade (B.Com) 2. Motilal Oswal Asset Fund’s management, Allocation Passive Corporate Treasury and Fund of Fund – Banking. Conservative 3. Motilal Oswal Prior to joining Motilal Oswal Balanced Advantage Asset Management Company Fund Limited, he has worked with 4. Motilal Oswal BSE Company engaged in Capital Enhanced Value ETF Market Business wherein he 5. Motilal Oswal BSE was in charge of equity and Enhanced Value Index debt ETFs, customized indices Fund and has also been part of 6. Motilal Oswal BSE product development. Financials ex Bank 30 Index Fund 7. Motilal Oswal BSE Healthcare ETF 8. Motilal Oswal BSE Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 20Name Age and Other schemes managed Experience Educational by the fund manager Qualification Low Volatility ETF 9. Motilal Oswal BSE Low Volatility Index Fund 10. Motilal Oswal BSE Quality ETF 11. Motilal Oswal BSE Quality Index Fund 12. Motilal Oswal Business Cycle Fund 13. Motilal Oswal Developed Market Ex Us ETF'S Fund of Funds 14. Motilal Oswal Digital India Fund 15. Motilal Oswal ELSS Tax Saver Fund 16. Motilal Oswal Flexi Cap Fund 17. Motilal Oswal Focused Fund 18. Motilal Oswal Gold and Silver ETFs Fund of Funds 19. Motilal Oswal Large and Midcap Fund 20. Motilal Oswal Large Cap Fund 21. Motilal Oswal Liquid Fund 22. Motilal Oswal Manufacturing Fund 23. Motilal Oswal Midcap Fund 24. Motilal Oswal Multi Asset Fund 25. Motilal Oswal Multi Cap Fund 26. Motilal Oswal Nasdaq 100 Fund of Fund 27. Motilal Oswal Nasdaq Q 50 ETF Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 21Name Age and Other schemes managed Experience Educational by the fund manager Qualification 28. Motilal Oswal Nifty 200 Momentum 30 ETF 29. Motilal Oswal Nifty 200 Momentum 30 Index Fund 30. Motilal Oswal Nifty 5 year Benchmark G-Sec ETF 31. Motilal Oswal Nifty 50 ETF 32. Motilal Oswal Nifty 50 Index Fund 33. Motilal Oswal Nifty 500 ETF 34. Motilal Oswal Nifty 500 Index Fund 35. Motilal Oswal Nifty 500 Momentum 50 ETF 36. Motilal Oswal Nifty 500 Momentum 50 Index Fund 37. Motilal Oswal Nifty Bank Index Fund 38. Motilal Oswal Nifty India Defence ETF 39. Motilal Oswal Nifty India Defence Index Fund 40. Motilal Oswal Nifty Microcap 250 Index Fund 41. Motilal Oswal Nifty Midcap 100 ETF 42. Motilal Oswal Nifty Midcap 150 Index Fund 43. Motilal Oswal Nifty Next 50 Index Fund 44. Motilal Oswal Nifty Realty ETF 45. Motilal Oswal Nifty Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 22Name Age and Other schemes managed Experience Educational by the fund manager Qualification Smallcap 250 ETF 46. Motilal Oswal Nifty Smallcap 250 Index Fund 47. Motilal Oswal Quant Fund 48. Motilal Oswal S&P 500 Index Fund 49. Motilal Oswal Small Cap Fund 50. Motilal Oswal Ultra Short Term Fund 51. Motilal Oswal 5 Year G-sec Fund Of Fund 52. Motilal Oswal Nifty MidSmall India Consumption Index Fund 53. Motilal Oswal Nifty MidSmall Healthcare Index Fund 54. Motilal Oswal Nifty MidSmall Financial Services Index Fund 55. Motilal Oswal Nifty MidSmall IT and Telecom Index Fund 56. Motilal Oswal Nifty Capital Market Index Fund 57. Motilal Oswal Arbitrage Fund 58. Motilal Oswal Innovation Opportunities Fund 59. Motilal Oswal Capital Market ETF 60. Motilal Oswal Active Momentum Fund 61. Motilal Oswal Nifty 50 Equal Weight ETF 62. Motilal Oswal Nifty Next 50 ETF Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 23Name Age and Other schemes managed Experience Educational by the fund manager Qualification 63. Motilal Oswal Infrastructure Fund 64. Motilal Oswal BSE India Infrastructure ETF 65. Motilal Oswal Nifty India Manufacturing ETF 66. Motilal Oswal Nifty PSE ETF 67. Motilal Oswal Nifty India Tourism ETF 68. Motilal Oswal Services Fund 69. Motilal Oswal Nifty Midcap150 Momentum 50 ETF 70. Motilal Oswal Nifty Alpha 50 ETF F. HOW IS THE SCHEME DIFFERENT FROM EXISTING SCHEMES OF THE MUTUAL FUND? The following list consists of existing passively managed open ended equity Index/ ETF schemes of Motilal Oswal Mutual Fund Sr. No. Name of Scheme 1. Motilal Oswal Nifty 50 Index Fund 2. Motilal Oswal Nifty 500 Index Fund 3. Motilal Oswal Nifty Bank Index Fund 4. Motilal Oswal Nifty Midcap 150 Index Fund 5. Motilal Oswal Nifty Next 50 Index Fund 6. Motilal Oswal Nifty Smallcap 250 Index Fund 7. Motilal Oswal S&P 500 Index Fund 8. Motilal Oswal Nifty 200 Momentum 30 Index Fund 9. Motilal Oswal BSE Low Volatility Index Fund 10. Motilal Oswal BSE Financials ex Bank 30 Index Fund 11. Motilal Oswal BSE Enhanced Value Index Fund 12. Motilal Oswal BSE Quality Index Fund 13. Motilal Oswal S&P 500 Index Fund 14. Motilal Oswal Nifty Microcap 250 Index Fund Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 24Sr. No. Name of Scheme 15. Motilal Oswal Nifty India Defence Index Fund 16. Motilal Oswal Nifty 500 Momentum 50 Index Fund 17. Motilal Oswal Nifty 50 ETF 18. Motilal Oswal Nifty Midcap 100 ETF 19. Motilal Oswal Nasdaq 100 ETF 20. Motilal Oswal Nasdaq Q50 ETF 21. Motilal Oswal Nifty 200 Momentum 30 ETF 22. Motilal Oswal BSE Low Volatility ETF 23. Motilal Oswal BSE Healthcare ETF 24. Motilal Oswal BSE Enhanced Value ETF 25. Motilal Oswal BSE Quality ETF 26. Motilal Oswal Nifty 5 YR Benchmark G Sec ETF 27. Motilal Oswal Nifty 500 ETF 28. Motilal Oswal Nifty Realty ETF 29. Motilal Oswal Nifty Smallcap 250 ETF 30. Motilal Oswal Nifty India Defence ETF 31. Motilal Oswal Nifty 500 Momentum 50 ETF 32. Motilal Oswal Gold and Silver ETFs Fund of Funds 33. Motilal Oswal Nasdaq 100 Fund of Fund 34. Motilal Oswal Developed Market Ex US ETFs Fund of Funds 35. Motilal Oswal Asset Allocation Passive Fund of Fund Aggressive 36. Motilal Oswal Asset Allocation Passive Fund of Fund Conservative 37. Motilal Oswal Nifty MidSmall IT and Telecom Index Fund 38. Motilal Oswal Nifty MidSmall Financial Services Index Fund 39. Motilal Oswal Nifty MidSmall India Consumption Index Fund 40. Motilal Oswal Nifty MidSmall Healthcare Index Fund 41. Motilal Oswal Nifty Capital Market Index Fund 42. Motilal Oswal Nifty Capital Market ETF 43. Motilal Oswal Nifty 50 Equal Weight ETF 44. Motilal Oswal Nifty Next 50 ETF 45. Motilal Oswal BSE India Infrastructure ETF 46. Motilal Oswal Nifty India Manufacturing ETF 47. Motilal Oswal Nifty PSE ETF 48. Motilal Oswal Nifty India Tourism ETF 49. Motilal Oswal Nifty Midcap150 Momentum 50 ETF 50. Motilal Oswal Nifty Alpha 50 ETF For detailed comparative table please refer link https://www.motilaloswalmf.com/download/sid-related-documents The Trustees have ensured that the Scheme is a new product offered by Motilal Oswal Mutual Fund and is not a minor modification of its existing Scheme. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 25G. HOW HAS THE SCHEME PERFORMED This scheme is a new scheme and does not have any performance track record. H. ADDITIONAL SCHEME RELATED DISCLOSURES 1. TOP 10 HOLDINGS OF THE SCHEME: The Scheme is a new scheme and hence the same is not applicable. 2. DISCLOSURE OF NAME AND EXPOSURE TO TOP 7 ISSUERS, STOCKS, GROUPS AND SECTORS AS A PERCENTAGE OF NAV OF THE SCHEME IN CASE OF DEBT AND EQUITY ETFS / INDEX FUNDS THROUGH A FUNCTIONAL WEBSITE LINK THAT CONTAINS DETAILED DESCRIPTION The scheme forms part of Fund of Fund Domestic. Hence, the same is not applicable. 3. PORTFOLIO TURNOVER RATE: The Scheme is a new scheme and hence the same is not applicable. 4. FUNCTIONAL WEBSITE LINK FOR PORTFOLIO DISCLOSURE: The Scheme is a new scheme and hence the same is not applicable. 5. AGGREGATE INVESTMENT IN THE SCHEME BY CONCERNED FUND MANAGER: The Scheme is a new scheme and hence the same is not applicable. 6. INVESTMENTS OF AMC IN THE SCHEME – AMC will invest in the scheme, pursuant to clause 6.9.2 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024 on Alignment of interest of AMCs with the Unitholders of MF Schemes as per the amount determined by applying the Risk Value % on the Quarterly Average Assets under management (QAAuM). In addition to investments as mandated above, the AMC may invest in the Scheme during the NFO period as well as continuous offer period subject to the SEBI (MF) Regulations. The AMC shall not charge investment management fees on investment by the AMC in the Scheme. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 26PART III- OTHER DETAILS A. COMPUTATION OF NAV The Net Asset Value (NAV) per unit under the Scheme will be computed by dividing the net assets of the Scheme by the number of units outstanding on the valuation day. The Mutual Fund will value its investments according to the valuation norms, as specified in Schedule VIII of the SEBI (MF) Regulations, or such norms as may be specified by SEBI from time to time. The Net Asset Value (NAV) of the units under the Scheme shall be calculated as follows: NAV (Rs.) = Market or Fair Value of Scheme’s investments + Receivables + Accrued Income + Other Assets - Accrued Expenses- Payables- Other Liabilities No. of Units outstanding under Scheme on the Valuation Day The NAV will be calculated up to four decimals. The NAV shall be calculated and disclosed on each business day on AMFI’s website www.amfiindia.com and also on www.motilaloswalmf.com. The NAV shall be calculated and announced by 10.00 a.m. on next working day. Hence, for the purposes of valuation and calculating NAV of the Scheme for a particular day, the last available prices of units of underlying ETFs on NSE or BSE shall be considered (which would be the previous day’s closing prices). This will enable the disclosure of the NAV of the Scheme before the deadline as provided by SEBI guidelines. ILLUSTRATION OF NAV: If the net assets of the Scheme, after considering applicable expenses, are Rs.10,45,34345.34 and units outstanding are 10,00,0000, then the NAV per unit will be computed as follows: 10,45,34,345.34 / 10,00,000 = Rs. 10.4534 per unit (rounded off to four decimals) Repurchase/ Resale is at Net Asset Value (NAV) related prices with repurchase/ resale loads as applicable (within limits) as specified under SEBI Regulations 1996, While determining the price of the units, the fund will ensure that the repurchase price is not lower than 95 per cent of the Net Asset Value. B. NEW FUND OFFER (NFO) EXPENSES These expenses are incurred for the purpose of various activities related to the NFO like sales and distribution fees paid, marketing and advertising, registrar expenses, printing and stationary, bank charges etc. The entire NFO expenses will be borne by the AMC. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 27C. ANNUAL SCHEME RECURRING EXPENSES These are the fees and expenses for operating the Scheme. These expenses include but are not limited to Investment Management and Advisory Fee charged by the AMC, Registrar and Transfer agents’ fees & expenses, marketing and selling costs etc. The AMC has estimated that upto 1.00% of the daily average net assets of the scheme will be charged to the scheme as expenses as permitted under Regulation 52 of SEBI (MF) Regulations. For the actual current expenses being charged, the investor should refer to the website of the Fund. Particulars (% per annum to daily Net Assets) Investment Management & Advisory Fees Custodial Fees Registrar & Transfer Agent Fees including cost related to providing accounts statement, IDCW/redemption cheques/warrants etc. License fees / listing fees and other such expenses Upto 1.00% Brokerage & transaction cost over and above 12 bps and 5 bps for cash Audit Fees / Fees and expenses of trustees Marketing & Selling Expenses Other expenses* Maximum total expense ratio (TER) permissible under Regulation 52 (6a) Upto 1.00% Additional expenses under regulation 52 (6A) (c) Upto 0.05% Additional expenses for gross new inflows from specified cities under Upto 0.30% Regulation 52 (6A)(b)# Cost towards investor education & awareness Nil *Subject to the Regulations and as permitted under Regulation 52 of SEBI (MF) Regulations, 1996, and clause 10.1.1 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, any other expenses which are directly attributable to the Scheme, may be charged with approval of the Trustee within the overall limits as specified in the Regulations except those expenses which are specifically prohibited. #Additional TER will be charged based on inflows only from retail investors$ (other than Corporates and Institutions) from B 30 cities. As per AMFI letter no. 35P/ MEM-COR/ 85-a/ 2022-23 dated March 02, 2023 on B-30 Incentive Mechanism, AMC has been advised to keep the B-30 incentive structure in abeyance with effect from March 01, 2023 till any further guidelines regarding necessary safeguards are issued by SEBI. $ As per 10.1.3 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, it has been decided that inflows of amount upto Rs. 2,00,000/- per transaction, by the individual investors shall be considered as inflows from retail investors. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 28Investors may please note that they will be bearing the recurring expenses of the Scheme in addition to the expenses of the underlying schemes in which the fund of fund scheme makes investment. It may be further noted that:  the total expense ratio of the Scheme including weighted average of the total expenses ratio levied by the underlying schemes(s) shall not exceed 1.00 percent of the daily net assets of the scheme.  the total expense ratio to be charged over and above the weighted average of total expense ratio of the underlying schemes shall not exceed two times the weighted average of the total expense ratio levied under the underlying schemes, subject to limit as specified above. In terms of Regulation 52(1) of SEBI (Mutual Funds) Regulations, 1996 and clause 10.1.12 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, all scheme related expenses including commission paid to distributors, by whatever name it may be called and in whatever manner it may be paid, shall necessarily be paid from the scheme only within the regulatory limits and not from the books of the Asset Management Companies (AMC), its associate, sponsor, trustee or any other entity through any route. Provided that the expenses that are very small in value but high in volume may be paid out of AMC’s books. Such expenses can be paid out of AMC’s books at actuals or not exceeding 2 bps of respective scheme AUM, whichever is lower However, the upfront trail commission shall be paid from AMC’s books for inflows through SIPs from new investors as per the applicable regulations. The said commission shall be amortized on daily basis to the scheme over the period for which the payment has been made. A complete audit trail of upfronting of trail commissions from the AMC’s books and amortization of the same to scheme(s) thereafter shall be made available for inspection. The said commission should be charged to the scheme as ‘commissions’ and should also account for computing the TER differential between regular and direct plans in each scheme. The expenses towards Investment Management and Advisory Fees under Regulation 52 (2) and the various sub-heads of recurring expenses mentioned under Regulation 52 (4) of SEBI (MF) Regulations will be charged in line with SEBI Mutual Fund Regulations. Thus, there shall be no internal sub-limits within the expense ratio for expense heads mentioned under Regulation 52 (2) and (4) respectively. Further, the additional expenses under Regulation 52(6A)(c) shall also be incurred towards any of the expense heads mentioned in the above regulation.. The purpose of the above table is to assist the investor in understanding the various costs & expenses that the investor in the Scheme will bear directly or indirectly. These estimates have been made in good faith as per the information available to the AMC and the above expenses (including investment management and advisory fees) are subject to inter-se change and may increase/decrease as per actual and/or any change in the Regulations, as amended from time to time. All fees and expenses charged in a direct plan (in percentage terms) under various heads including the investment and advisory fee shall not exceed the fees and expenses charged under such heads in a regular plan. The TER of the Direct Plan will be lower to the extent of the distribution Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 29expenses/commission which is charged in the Regular Plan and no commission for distribution of Units will be paid / charged under the Direct Plan. In addition to expenses under Regulation 52(6) and (6A), AMC may charge GST on investment and advisory fees, expenses other than investment and advisory fees and brokerage and transaction cost as below: 1. GST on investment and advisory fees charged to the scheme will be in addition to the maximum limit of TER as prescribed in regulation 52 (6) of the SEBI Regulations. 2. GST on expenses other than investment and advisory fees, if any, shall be borne by the scheme within the maximum limit of TER as per regulation 52 of the SEBI Regulations. 3. GST on brokerage and transaction cost paid for execution of trade, if any, shall be within the limit prescribed under regulation 52 of the SEBI Regulations. In accordance with Regulation 52(6A), the following expenses can be charged in addition to the existing total recurring expenses charged under Regulation 52(6): As per clause 10.1.14 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, brokerage and transaction costs which are incurred for the purpose of execution of trade shall be charged to the Scheme, not exceeding 0.12 % in case of cash market transactions and 0.05 % in case of derivatives transactions; Any payment towards brokerage and transaction costs, over and above the said 12 bps and 5 bps for cash market and derivatives transactions respectively, shall be charged to the Scheme within the total recurring expenses limit specified under Regulation 52 of SEBI Regulations. Any expenditure in excess of the said limit will be borne by the AMC/Trustees/Sponsors. In addition to the limits as specified in Regulation 52(6) of SEBI (Mutual Funds) Regulations 1996 or the Total Recurring Expenses (Total Expense Limit) as specified above, the following costs or expenses may be charged to the scheme: Additional TER can be charged up to 30 basis points on daily net assets of the scheme as per regulation 52 of SEBI (Mutual Funds) Regulations, 1996 (hereinafter referred to as Regulations) and clause 10.1.3 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, if the new inflows from beyond top 30 cities are at least (a) 30% of gross new inflows in the scheme or (b) 15% of the average assets under management (year to date) of the scheme, whichever is higher Provided that expenses charged under this clause shall be utilised for distribution expenses incurred for bringing inflows from such cities. In case inflows from beyond top 30 cities is less than the higher of (a) or (b) above, additional TER on daily net assets of the scheme shall be charged as follows: Daily net assets X 30 basis points X New inflows from beyond top 30 cities 365* X Higher of (a) or (b) above * 366, wherever applicable. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 30The top 30 cities shall mean top 30 cities based on Association of Mutual Funds in India (AMFI) data on ‘AUM by Geography – Consolidated Data for Mutual Fund Industry’ as at the end of the previous financial year. The additional TER on account of inflows from beyond top 30 cities so charged shall be clawed back in case the same is redeemed within a period of 1 year from the date of investment. Mutual funds/AMCs shall make complete disclosures in the half yearly report of Trustees to SEBI regarding the efforts undertaken by them to increase geographical penetration of mutual funds and the details of opening of new branches, especially at locations beyond top 30 cities. The Mutual Fund would update the current expense ratios on the website (www.motilaloswalmf.com) atleast three working days prior to the effective date of the change. Investors can refer to “Total Expense Ratio” section on https://www.motilaloswalmf.com/downloads/mutual- fund/totalexpenseratio for Total Expense Ratio (TER) details. Illustration of impact of expense ratio on returns of the Scheme Regular Plan Direct Plan Net asset before expenses 11,500 11,500 Expenses other than Distribution Expenses _0.15% 17.25 17.25 Distribution Expenses 0.50% 57.50 0.00 Returns after Expenses at the end of the Year 11,425.25 11,482.75 Please Note:  The purpose of the above illustration is purely to explain the impact of expense ratio charged to the Scheme and should not be construed as providing any kind of investment advice or guarantee of returns on investments.  It is assumed that the expenses charged are evenly distributed throughout the year. The expenses of the Direct Plan under the Scheme may vary with that of the Regular Plan under the Scheme.  Calculations are based on assumed NAVs, and actual returns on your investment may be more, or less.  Any tax impact has not been considered in the above example, in view of the individual nature of the tax implications. Each investor is advised to consult his or her own financial advisor.  The figures stated above are for illustration purposes only. D. LOAD STRUCTURE Load is an amount which is paid by the investor to subscribe to the units or to redeem the units from the Scheme. This exit load charged (net of GST) will be credited back to the Scheme. Load amounts are variable and are subject to change from time to time. For the current applicable structure, please refer to the website of the AMC www.motilaloswalmf.com or may call at toll free no. 1800-200-6626 or your distributor. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 31Type of Load Load chargeable (as %age of NAV) Entry Not Applicable Exit 1%- If redeemed on or before 15 days from the date of allotment. Nil- If redeemed after 15 days from the date of allotment. Exit Load will be applicable on switch amongst the Schemes of MOMF. No Load shall be imposed for switching between Options within the Scheme. Further, it is clarified that there will be no exit load charged on a switch-out amongst the plans within the same scheme. The AMC shall ensure the repurchase price will not be lower than 95% of the Applicable NAV. The investor is requested to check the prevailing load structure of the Scheme before investing. Any imposition or enhancement in the load structure shall apply on a prospective basis and in no case the same would affect the existing investors adversely. Bonus units and units issued on reinvestment of IDCWs shall not be subject to entry and exit load. No Load shall be imposed for switching between Options within the Scheme. Under the Scheme, the AMC reserves the right to modify/alter the load structure if it so deems fit in the interest of smooth and efficient functioning of the scheme, subject to maximum limits as prescribed under the SEBI Regulations. The load may also be changed from time to time and in case of exit/redemption, load may be linked to the period of holding. For any change in the load structure, the AMC would undertake the following steps: 1. The addendum detailing the changes will be attached to SID and Key Information Memorandum (KIM). The addendum will be circulated to all the distributors so that the same can be attached to all SID and KIM already in stock. 2. Arrangements shall be made to display the changes/modifications in the SID in the form of a notice in all Investor Service Centres and distributors/brokers offices. 3. The introduction of the exit load along with the details shall be stamped in the acknowledgement slip issued to the investors on submission of the application form and may also be disclosed in the statement of accounts issued after the introduction of such load. 4. A public notice may be given in respect of such changes in one English daily newspaper having nationwide circulation as well as in a newspaper published in the language of region where the Head Office of the Mutual Fund is situated. 5. The Fund shall display the addendum on its website www.motilaloswalmf.com Any other measure that the Mutual Fund shall consider necessary. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 32SECTION II I. INTRODUCTION A. DEFINITIONS/INTERPRETATION For detailed description please refer https://www.motilaloswalmf.com/download/sid-related-documents B. REQUIREMENT OF MINIMUM INVESTORS IN THE SCHEME The Scheme/Plan shall have a minimum of 20 investors and no single investor shall account for more than 25% of the corpus of the Scheme/Plan(s). In case the Scheme / Plan(s) does not have a minimum of 20 investors in the stipulated period, the provisions of Regulation 39(2)(c) of the SEBI (MF) Regulations would become applicable automatically without any reference from SEBI and accordingly the Scheme / Plan(s) shall be wound up and the units would be redeemed at applicable NAV. The two conditions mentioned above shall also be complied within each subsequent calendar quarter thereafter, on an average basis, as specified by SEBI. If there is a breach of the 25% limit by any investor over the quarter, a rebalancing period of one month would be allowed and thereafter the investor who is in breach of the rule shall be given 15 days’ notice to redeem his exposure over the 25 % limit. Failure on the part of the said investor to redeem his exposure over the 25 % limit within the aforesaid 15 days would lead to automatic redemption by the Mutual Fund on the applicable Net Asset Value on the 15th day of the notice period. The Fund shall adhere to the requirements prescribed by SEBI from time to time in this regard. C. RISK FACTORS Scheme Specific Risk Factors The Scheme is subject to the principal risks described below. Some or all of these risks may adversely affect Scheme’s NAV, yield, return and/or its ability to meet its objectives.  Risks associated with investing in Funds of Fund Scheme/ Underlying Schemes a. As the investors are incurring expenditure at both the Fund of Funds level and the schemes into which the Fund of Funds invests, the returns that they may obtain may be materially impacted or may at times be lower than the returns that investors directly investing in such schemes obtain. b. Movements in the Net Asset Value (NAV) of the Underlying Schemes may impact the performance of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds. Any change in the investment policies or fundamental attributes of the Underlying Schemes will affect the performance of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds. c. Again as the Fund of Funds scheme may shift the weightage of investments between schemes into which it invests, the expenses charged being dependent on the structure of the underlying schemes (being different) may lead to a non- uniform charging of expenses over a period of time. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 33d. The Scheme may invest predominantly in Passive Schemes. Hence the Scheme’s performance may depend upon the performance of the underlying mutual fund scheme. Any change in the investment policies or the fundamental attributes of the underlying scheme could affect the performance of the Scheme. Since Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds will invest primarily in a combination of the specified equity and debt schemes of Motilal Oswal Mutual Fund, scheme specific risk factors of the Underlying Schemes will be applicable. Investors who intend to invest in Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds are required to and deemed to have understood the risk factors of the Underlying Schemes. e. The Portfolio disclosure of the Scheme will be limited to providing the particulars of the underlying scheme where the Scheme has invested and will not include the investments made by the underlying Scheme. f. The fund assets are predominantly invested in Passive Schemes and valued at the market price of the said units on the exchange. The same may be at a variance to the underlying NAV of the fund, due to market expectations, demand supply of the units, etc. To that extent the performance of scheme shall be at variance with that of the underlying scheme. g. The liquidity of the Scheme’s investments may be inherently restricted in the event of an inordinately large number of redemption requests, or of a re-structuring of the Scheme’s investment portfolio, these periods may become significant. h. The NAV of the scheme to the extent invested in Money market/ Liquid schemes are likely to be affected by changes in the prevailing rates of interest and are likely to affect the value of the Scheme’s holdings and thus the value of the Scheme’s Units.  Risks associated with investing in Equities a. Investments in the equity shares of the Companies constituting the Underlying Index are subject to price fluctuation on daily basis. The volatility in the value of equity is due to various micro and macro-economic factors like economic and political developments, changes in interest rates, etc. affecting the securities markets. This may have adverse impact on individual securities/sector and consequently on the NAV of Scheme. b. The Scheme would invest in the Underlying Index/ETF Schemes in the. Hence, the risk associated with the corresponding Underlying Index would be applicable to the Scheme. The Underlying Index has its own criteria and policy for inclusion/exclusion of securities from the Index, its maintenance thereof and effecting corporate actions. The Fund would invest in the Index/ETF Schemes regardless of investment merit, research, without taking a view of the market and without adopting any defensive measures. The Fund would not select securities in which it wants to invest but is guided by the Underlying Index/ETF Schemes. As such the Scheme is passively managed.  Market Risk The Scheme’s NAV will react to stock market movements. The value of investments in the scheme may go down over a short or long period due to fluctuations in Scheme’s NAV in response to factors such as performance of companies whose stock comprises the underlying portfolio, Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 34economic and political developments, changes is government policies, changes in interest rates, inflation and other monetary factors causing movement in prices of underlining investments.  Passive Investments The Scheme as per its investment objective invests in the units of the Underlying schemes regardless of their investment merit.  Right to Limit Redemptions Pursuant to clause 1.12 of SEBI Master Circular SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, the Trustee, in the general interest of the Unitholders of the Scheme offered under this SID and keeping in view of unforeseen circumstances/unusual market conditions, may limit the total number of Units which can be redeemed on any Business Day subject to the guidelines/circulars issued by the Regulatory Authorities from time to time. For detailed restrictions, please refer to Section II Part D, "Right to Limit Redemptions."  Risk Factors relating to Portfolio Rebalancing In the event that the asset allocation of the Scheme deviates from the ranges as provided in the asset allocation table in this SID, then the Fund Manager will rebalance the portfolio of the Scheme to the position indicated in the asset allocation table. However, if market conditions do not permit the Fund Manager to rebalance the portfolio of the Scheme then the AMC would notify the Board of the Trustee Company and the Investment Committee of the AMC with appropriate justifications.  Asset Class Risk The returns from the types of securities in which the Scheme invests may under perform from the various general securities markets or different asset classes. Different types of securities tend to go through cycles of out-performance and under-performance in comparison with the general securities markets.  Selection Risk The risk that a security chosen will underperform the market for reasons that cannot be anticipated.  Risk associated with investing in fixed income securities and Money Market Instruments a. Credit risk: Credit risk or default risk refers to the risk which may arise due to default on the part of the issuer of the fixed income security (i.e. will be unable to make timely principal and interest payments on the security). Because of these risk debentures are sold at a yield spread above those offered on Treasury securities, which are sovereign obligations and generally considered to be free of credit risk. Normally, the value of a fixed income security will fluctuate depending upon the actual changes in the perceived level of credit risk as well as the actual event of default. b. Counterparty risk: Counterparty refers to the counterparty’s inability to honor its commitments (payment, delivery, repayment, etc.) and to risk of default. This risk relates to the quality of the counterparty to which the scheme has exposures. Losses can occur in particular for the settlement/delivery of financial instruments. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 35c. Interest Rate risk: This risk is associated with movements in interest rate depends on various factors such as government borrowing, inflation, economic performance etc. The value of investments will appreciate/depreciate if the interest rates fall/rise. However, if the investments are held on till maturity of the investments, the value of the investments will not be subjected to this risk. d. Reinvestment risk: This risk arises from uncertainty in the rate at which cash flows from the securities may be reinvested. This is because the bond will pay coupons, which will have to be reinvested. The rate at which the coupons will be reinvested will depend upon prevailing market rates at the time the coupons are received. e. Liquidity or Marketability Risk: This refers to the ease at which a security can be sold at or near its true value. The primary measure of liquidity risk is the spread between the bid price and the offer price quoted by a dealer. Liquidity risk is characteristic of the Indian fixed income market. f. Different types of fixed income securities in which the Scheme would invest carry different levels and types of risk. Accordingly, the Scheme risk may increase or decrease depending upon its investment pattern. e.g. corporate bonds carry a higher level of risk than Government securities. Further even among corporate bonds, bonds, which are AAA rated, are comparatively less risky than bonds, which are AA rated. g. The Net Asset Value (NAV) of the Scheme, to the extent invested in Debt and Money Market securities, will be affected by changes in the general level of interest rates. The NAV of the Scheme is expected to increase from a fall in interest rates while it would be adversely affected by an increase in the level of interest rates. h. Settlement Risk Different segments of Indian financial markets have different settlement periods and such periods may be extended significantly by unforeseen circumstances. Delays or other problems in settlement of transactions could result in temporary periods when the assets of the Scheme are un invested and no return is earned thereon. The inability of the Scheme to make intended securities purchases, due to settlement problems, could cause the Scheme to miss certain investment opportunities. Similarly, the inability to sell securities held in the Scheme’s portfolio, due to the absence of a well-developed and liquid secondary market for debt securities, may result at times in potential losses to the Scheme in the event of a subsequent decline in the value of securities held in the Scheme’s portfolio.  Risks associated with investing in Government of India Securities a. Market Liquidity risk with fixed rate Government of India Securities even though the Government of India Securities market is more liquid compared to other debt instruments, on certain occasions, there could be difficulties in transacting in the market due to extreme volatility leading to constriction in market volumes. Also, the liquidity of the Scheme may suffer in case the relevant guidelines issued by Reserve Bank of India undergo any adverse changes. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 36b. Interest Rate risk associated with Government of India Securities - while Government of India Securities generally carry relatively minimal credit risk since they are issued by the Government of India, they do carry price risk depending upon the general level of interest rates prevailing from time to time. Generally, when interest rates rise, prices of fixed income securities fall and when interest rates decline, the prices of fixed income securities increase. The extent of fall or rise in the prices is a function of the coupon rate, days to maturity and the increase or decrease in the level of interest rates. The price-risk is not unique to Government of India Securities. It exists for all fixed income securities. Therefore, their prices tend to be influenced more by movement in interest rates in the financial system than by changes in the government's credit rating. By contrast, in the case of corporate or institutional fixed income Securities, such as bonds or debentures, prices are influenced by their respective credit standing as well as the general level of interest rates.  Market Trading Risks a. Absence of Prior Active Market: Although the scheme will be listed on stock exchange, there can be no assurance that an active secondary market will develop or be maintained. b. Lack of Market Liquidity: Trading in the units of the scheme on stock exchange may be halted because of market conditions or for reasons that in view of stock exchange or SEBI, trading in the units of the scheme are not advisable. In addition, trading of the units of the scheme are subject to trading halts caused by extraordinary market volatility and pursuant to stock exchange and SEBI ‘circuit filter’ rules. There can be no assurance that the requirements of stock exchange necessary to maintain the listing of the units of the scheme will continue to be met or will remain unchanged. c. Units of the scheme may trade at prices other than NAV: The units of the scheme may trade above or below their NAV. The NAV of the scheme will fluctuate with changes in the market value of scheme holdings. The trading prices of the units of the scheme will fluctuate in accordance with changes in their NAV as well as market supply and demand for the units of the scheme. However, given that units of the scheme can be created and redeemed in creation units directly with the fund, it is expected that large discounts or premiums to the NAV of units of the scheme will not sustain due to arbitrage opportunity available. d. Regulatory Risk: Any changes in trading regulations by stock exchange or SEBI may affect the ability of market maker to arbitrage resulting into wider premium/discount to NAV. e. Right to Limit Redemptions: The Trustee, in the general interest of the unit holders of the scheme and keeping in view of the unforeseen circumstances/unusual market conditions, may limit the total number of units which can be redeemed on any business day depending on the total “Saleable Underlying Stock” available with the fund. f. Redemption Risk: Investors may note that even though the Scheme is open-ended Scheme, the Scheme would ordinarily repurchase units in creation unit size. Thus unit holdings less than the creation unit size can only be sold through the secondary market on the exchange. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 37g. Asset Class Risk: The returns from the types of securities in which the scheme invest may underperform returns of general securities markets or different asset classes. Different types of securities tend to go through cycles of out-performance and under-performance in comparison of securities markets. h. The units will be issued only in demat form through depositories. The records of the depository are final with respect to the number of units available to the credit of unit holder. Settlement of trades, repurchase of units by the mutual fund depends up on the confirmations to be received from depository (ies) on which the mutual fund has no control.  Risks associated with investing in TREPS Segments The mutual fund is a member of securities and TREPS segments of the Clearing Corporation of India (CCIL). All transactions of the mutual fund in government securities and in TREPS segments are settled centrally through the infrastructure and settlement systems provided by CCIL; thus reducing the settlement and counterparty risks considerably for transactions in the said segments. The members are required to contribute an amount as communicated by CCIL from time to time to the default fund maintained by CCIL as a part of the default waterfall (a loss mitigating measure of CCIL in case of default by any member in settling transactions routed through CCIL). The mutual fund is exposed to the extent of its contribution to the default fund of CCIL at any given point in time. In the event that the default waterfall is triggered and the contribution of the mutual fund is called upon to absorb settlement/default losses of another member by CCIL, the scheme may lose an amount equivalent to its contribution to the default fund allocated to the scheme on a pro-rata basis.  Tracking Error and Tracking Difference Risk The Fund Manager would not be able to invest the entire corpus exactly in the Underlying Scheme due to certain factors such as the expenses, regulatory policies, lack of liquidity, etc., which may result in Tracking Error. Hence it may affect AMC’s ability to achieve close correlation with the Underlying Scheme. The Scheme’s returns may therefore deviate from its Underlying Scheme. "Tracking Error" is defined as the standard deviation of the difference between daily returns of the Underlying Scheme and the NAV of the Scheme. The Fund Manager would monitor the Tracking Error of the Scheme on an ongoing basis. There can be no assurance or guarantee that the Scheme will achieve any particular level of Tracking Error relative to performance of the Underlying Scheme. Tracking Error and Tracking difference is to measure divergence of the performance (return) of the Fund’s portfolio from that of the Underlying Index. Tracking error / Tracking difference are inherent in any index fund and such errors may cause the schemes to generate returns which are not in line with the performance of the Nifty 50 Index or one or more securities covered by / included in the Nifty 50 Index. That said, the risk parameters of the portfolio of the Scheme and underlying index would be similar. Tracking Error / Tracking Difference may arise from a variety of factors including but not limited to: 1. Any delay in the purchase or sale of shares due to illiquidity in the market, settlement and realisation of sales proceeds, delay in credit of securities or in receipt and consequent reinvestment of dividends, etc. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 382. The index reflects the prices of securities at a point in time, which is the price at close of business day on National Stock Exchange of India Limited (NSE). The scheme, however, may trade the securities at different points in time during the trading session and therefore the prices at which the scheme trades may not be identical to the closing price of each scrip on that day on the NSE. In addition, the scheme may opt to trade the same securities on different exchanges due to price or liquidity factors, which may also result in traded prices being at variance from NSE closing prices. 3. The potential of trades to fail may result in the scheme not having acquired the security at the price necessary to mirror the index. 4. Transaction and other expenses, such as but not limited to brokerage, custody, trustee and investment management fees. 5. Being an open-ended scheme, the scheme may hold appropriate levels of cash or cash equivalents o meet on going redemptions. 6. The scheme may not be able to acquire or sell the desired number of securities due to conditions prevailing in the securities market, such as, but not restricted to circuit filters in the securities, liquidity and volatility in security prices. 7. Due to the reasons mentioned above and other reasons that may arise, it is expected that the scheme may have a tracking error not to exceed by of 2% per annum from its Benchmarks. 8. However, it needs to be clearly understood that his is just an indicative range and that the actual tracking error can be higher or lower than the range given.  Risks associated with Segregated portfolio: The AMC / Trustee shall decide on creation of segregated portfolio of the Scheme in case of a credit event/actual default at issuer level. Accordingly, Investor holding units of segregated portfolio may not able to liquidate their holding till the time recovery of money from the issuer. The Security comprised of segregated portfolio may not realise any value. Further, listing of units of segregated portfolio in recognised stock exchange does not necessarily guarantee their liquidity. There may not be active trading of units in the stock market. Further trading price of units on the stock market may be significantly lower than the prevailing NAV. Trading through mutual fund trading platforms of BSE and/ or NSE In respect of transaction in Units of the Scheme through BSE and/ or NSE, allotment and redemption of Units on any Business Day will depend upon the order processing/settlement by BSE and/ or NSE and their respective clearing corporations on which the Mutual Fund has no control.  General Risk Factors Trading volumes, settlement periods and transfer procedures may restrict the liquidity of the investments made by the Scheme. Different segments of the Indian financial markets have different settlement periods and such periods may be extended significantly by unforeseen circumstances leading to delays in receipt of proceeds from sale of securities. The NAV of the Units of the Scheme can go up or down because of various factors that affect the capital markets in general. As the liquidity of the investments made by the Scheme could, at times, be restricted by trading volumes and settlement periods, the time taken by the Mutual Fund for redemption of Units may Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 39be significant in the event of an inordinately large number of redemption requests or restructuring of the Scheme. In view of the above, the Trustee has the right, in its sole discretion, to limit redemptions (including suspending redemptions) under certain circumstances.  Risk associated with potential change in Tax structure This summary of tax implications given in the taxation section (Units and Offer Section III) is based on the current provisions of the applicable tax laws. This information is provided for general purpose only. The current taxation laws may change due to change in the ‘Income Tax Act 1961’ or any subsequent changes/amendments in Finance Act/Rules/Regulations. Any change may entail a higher outgo to the scheme or to the investors by way of securities transaction taxes, fees, taxes etc. thus adversely impacting the scheme and its returns.  Risk Control Risk is an inherent part of the investment function. Effective Risk management is critical to fund management for achieving financial soundness. Investment by the Scheme would be made as per the investment objective of the Scheme and in accordance with SEBI Regulations. AMC has adequate safeguards to manage risk in the portfolio construction process. Risk control would involve managing risk in order to keep in line with the investment objective of the Scheme. The risk control process would include identifying the risk and taking proper measures for the same. The system has incorporated all the investment restrictions as per the SEBI guidelines and enables identifying and measuring the risk through various risk management tools like various portfolio analytics, risk ratios, average duration and analyses the same and acts in a preventive manner. D. RISK MITIGATION STRATEGIES Risk & Description specific to the Scheme Risk Mitigation / Management Strategy Market Risk Market risk is a risk which is inherent to an The value of the Scheme’s investments, may equity scheme. Understand the working of the be affected generally by factors affecting markets and respond effectively to market securities markets, such as price and movements. The scheme may use derivatives volume, volatility in the capital markets, to limit this risk. interest rates, currency exchange rates, changes in policies of the Government, taxation laws or any other appropriate authority policies and other political and economic developments which may have an adverse bearing on individual securities, a specific sector or all sectors including equity and debt markets. Liquidity risk The Scheme will try to maintain a proper The liquidity of the Scheme’s investments is asset-liability match to ensure redemption inherently restricted by trading volumes in the payments are made on time and not affected securities in which they invests. by illiquidity of the underlying stocks. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 40Derivatives Risk Derivatives will be used in the form of Index Options, Index Futures and other instruments As and when the Scheme trades in the as may be permitted by SEBI. All derivatives derivatives market there are risk factors and trade will be done only on the exchange with issues concerning the use of derivatives since guaranteed settlement. The AMC monitors the derivative products are specialized portfolio and regulatory limits for derivatives instruments that require investment through its front office monitoring system. techniques and risk analyses different from Exposure to derivatives of stocks or those associated with stocks and bonds. underlying index will be done based on requisite research. Exposure with respect to derivatives shall be in line with regulatory limits and the limits specified in the SID. No OTC contracts will be entered into. Risks associated with money market investment Market Risk/ Interest Rate Risk The Scheme may invest in money market As with all fixed income securities, changes instruments having relatively shorter maturity in interest rates may affect the Scheme’s Net thereby mitigating the price volatility due to Asset Value as the prices of securities interest rate changes generally associated with generally increase as interest rates decline and long-term securities. generally decrease as interest rates rise. Prices of long-term securities generally fluctuate more in response to interest rate changes than do short-term securities. Indian debt 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. Liquidity or Marketability Risk The Scheme may invest in money market This refers to the ease with which a security instruments having relatively shorter maturity. can be sold at or near to its valuation yield- to While the liquidity risk for short maturity maturity (YTM). securities may be low, it may be high in case of medium to long maturity securities. Credit Risk Management analysis may be used for Credit risk or default risk refers to the risk identifying company specific risks. that an issuer of a fixed income security may Management’s past track record may also be default (i.e., will be unable to make timely studied. principal and interest payments on the security). Interest rate risk Control the portfolio duration and Price volatility due to movement in interest periodically evaluate the portfolio rates structure with respect to existing interest rate scenario. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 41Reinvestment Risk Reinvestment risks will be limited to the The rate at which interim cash flows extent of coupons received on debt can be reinvested may be lower than instruments, which will be a very small that originally assumed portion of the portfolio value. Exposure to Debt and Money market instruments will be in the form of TREPs and other liquid assets E. SPECIAL CONSIDERATIONS  Prospective investors should study this SID and SAI carefully in its entirety and should not construe the contents hereof as advise relating to legal, taxation, financial, investment or any other matters and are advised to consult their legal, tax, financial and other professional advisors to determine possible legal, tax, financial or other considerations of subscribing to or redeeming units before making a decision to invest/redeem/hold units.  Neither this SID and SAI nor the units have been registered in any jurisdiction. The distribution of this SID or SAI in certain jurisdictions may be restricted or totally prohibited to registration requirements and accordingly, any person who comes into possession of this SID or SAI is required to inform themselves about and to observe any such restrictions and/ or legal compliance requirements of applicable laws and Regulations of such relevant jurisdiction. Any changes in SEBI/Stock Exchange/RBI regulations and other applicable laws/regulations could have an effect on such investments and valuation thereof.  The AMC, Trustee or the Mutual Fund have not authorized any person to issue any advertisement or to give any information or to make any representations, either oral or written, other than that contained in this SID or SAI or as provided by the AMC in connection with this offering. Prospective Investors are advised not to rely upon any information or representation not incorporated in the SID or SAI or as provided by the AMC as having been authorized by the Mutual Fund, the AMC or the Trustee.  The tax benefits described in this SID and SAI are as available under the present taxation laws and are available subject to relevant conditions. The information given is included only for general purpose and is based on advise received by the AMC regarding the law and practice currently in force in India as on the date of this SID and the Unitholders should be aware that the relevant fiscal rules or their interpretation may change. As is the case with any investment, there can be no guarantee that the tax position or the proposed tax position prevailing at the time of an investment in the Scheme will endure indefinitely. In view of the individual nature of tax consequences, each Unitholder is advised to consult his / her own professional tax advisor.  Redemptions due to change in the fundamental attributes of the Scheme or due to any other reasons may entail tax consequences. The Trustee, AMC, Mutual Fund, their directors or their employees shall not be liable for any of the tax consequences that may arise.  The Trustee, AMC, Mutual Fund, their directors or their employees shall not be liable for any of the tax consequences that may arise, in the event that the Scheme is wound up for the reasons and in the manner provided in SAI. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 42 The Mutual Fund may disclose details of the investor’s account and transactions there under to those intermediaries whose stamp appears on the application form or who have been designated as such by the investor. In addition, the Mutual Fund may disclose such details to the bankers, as may be necessary for the purpose of effecting payments to the investor. The Fund may also disclose such details to regulatory and statutory authorities/bodies as may be required or necessary.  MOAMC undertakes the following activities other than that of managing the Schemes of MOMF and has also obtained NOC from SEBI for the same: a. MOAMC is a registered Portfolio Manager under SEBI (Portfolio Managers) Regulations, 1993 bearing registration number INP000000670 dated August 21, 2017. b. MOAMC acts as an Investment Manager to the Schemes of Motilal Oswal Alternative Investment Trust and is registered under SEBI (Alternative Investment Funds) Regulations, 2012 as Category III AIF bearing registration number IN/AIF3/13-14/0044 and IN/AIF3/19-20/0799 respectively. c. MOAMC has incorporated a wholly owned subsidiary in Mauritius which acts as an Investment Manager to the funds based in Mauritius. d. MOAMC has incorporated a wholly owned subsidiary in India which currently undertakes Investment Advisory Services to offshore clients. e. AMC confirms that there is no conflict of interest between the aforesaid activities managed by AMC. In the situations of unavoidable conflicts of interest, the AMC undertakes that it shall satisfy itself that adequate disclosures are made of source of conflict, potential ‘material risk or damage’ to investor interest and develop parameters for the same.  Apart from the above-mentioned activities, the AMC may undertake any business activities other than in the nature of management and advisory services provided to pooled assets including offshore funds, insurance funds, pension funds, provident funds, if any of such activities are not in conflict with the activities of the mutual fund subject to receipt of necessary regulatory approvals and approval of Trustees and by ensuring compliance with provisions of regulation 24(b) (i to viii). Provided further that the asset management company may, itself or through its subsidiaries, undertake portfolio management services and advisory services for other than broad based fund till further directions, as may be specified by the Board, subject to compliance with the following additional conditions: - i) it satisfies the Board that key personnel of the asset management company, the system, back office, bank and securities accounts are segregated activity wise and there exist system to prohibit access to inside information of various activities; ii) it meets with the capital adequacy requirements, if any, separately for each of such activities and obtain separate approval, if necessary under the relevant regulations. Explanation: ─For the purpose of this regulation, the term ‘broad based fund’ shall mean the fund which has at least twenty investors and no single investor account for more than twenty-five percent of corpus of the fund.  The Trustee, in the general interest of the unit holders of the Scheme offered under this SID and keeping in view of the unforeseen circumstances/unusual market conditions, may limit the total number of Units which can be redeemed on any Business Day. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 43 As the liquidity of the Scheme’s investments may sometimes be restricted by trading volumes and settlement periods, the time taken by the Fund for Redemption of Units may be significant in the event of an inordinately large number of Redemption requests. The Trustee has the right to limit redemptions under certain circumstances. Please refer to the section “Right to limit Redemption”.  Pursuant to the provisions of Prevention of Money Laundering Act, 2002 (PMLA), if after due diligence, the AMC believes that any transaction is suspicious in nature as regards money laundering, the AMC shall have absolute discretion to report such suspicious transactions to FIU- IND (Financial Intelligence Unit – India) or such other authorities as prescribed under the rules/guidelines issued thereunder by SEBI and/or RBI and take any other actions as may be required for the purposes of fulfilling its obligations under PMLA and rules/guidelines issued thereunder by SEBI and/or RBI without obtaining the prior approval of the investor/Unitholder/ any other person.  Investors applying for subscription of Units offered directly with the Fund (i.e. not routed through any distributor/agent) hereinafter referred to as 'Direct Plan' will be subject to a lower expense ratio excluding distribution expenses, commission, etc. and no commission for distribution of Units will be paid / charged under Direct Plan and therefore, shall not in any manner be construed as an investment advice offered by the Mutual Fund/AMC. The subscription of Units through Direct Plan is a facility offered to the investor only to execute his/her/their transactions at a lower expense ratio. Before making an investment decision, Investors are advised to consult their own investment and other professional advisors. Listing of Mutual Fund schemes that are in the process of winding up When the schemes in the process of winding-up in terms of Regulation 39(2)(a) of MF Regulations, its units shall be listed on recognized stock exchange provide an exit to investors, subject to compliance with listing formalities as stipulated by the stock exchange. However, pursuant to listing, trading on stock exchange mechanism will not be mandatory for investors, rather, if they so desire, may avail an optional channel to exit provided to them. Trading in units of such a listed scheme that is under the process of winding up, shall be in dematerialised form. AMCs shall enable transfer of such units which are held in form of Statement of Account (SoA) / unit certificates. Detailed operational modalities for trading and settlement of units of MF schemes that are under the process of winding up, shall be finalized by the stock exchanges where units of such schemes are being listed, in consultation with SEBI. The operational modalities shall include the following: a. Mechanism for order placement, execution, payment and settlement; b. Enabling bulk orders to be placed for trading in units; c. Issue related to suspension of trading, declaration of date for determining the eligibility of unitholders etc. in respect of payments to be made by the AMC as part of the winding up process; d. Disclosures to be made by AMCs including disclosure of NAV on daily basis and scheme portfolio periodically etc. The stock exchange will develop a mechanism along with RTA for trading and settlement of such units held in the form of SoA/ Unit Certificate. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 44The AMC, its sponsor, employees of AMC and Trustee shall not be permitted to transact (buy or sell) in the units of such schemes that are under the process of being wound up. The compliance of the same will be monitored both by the Board of AMC and Trustee. II. INFORMATION ABOUT THE SCHEME A. WHERE WILL THE SCHEME INVEST? The fund will invest in units of domestic passive funds (ETFs/ Index Funds) that invest in equity and equity related instruments including debt and money market instruments depending on the asset allocation pattern and Investment objective of the Fund of Funds scheme as indicated in this document. The money collected under this scheme shall be invested only in transferable securities. As per the SEBI guidelines, a Fund of funds scheme shall not invest its assets other than in schemes of mutual funds, except to the extent of funds required for meeting the liquidity requirements for the purpose of repurchases or redemptions. Subject to the Regulations and other prevailing Laws as applicable, the corpus of the Scheme can be invested in any (but not exclusively) of the following Securities: 1. Units of Domestic ETFs and Index Funds - The Scheme will primarily invest in units of passively managed domestic Exchange Traded Funds (ETFs) and Index Funds of Motilal Oswal Mutual Fund and/or other mutual funds. 2. Open-ended Liquid Schemes and Money Market Schemes - The Scheme may invest in open- ended liquid mutual fund schemes registered with SEBI and/or schemes investing predominantly in money market instruments/securities to manage short-term liquidity. 3. Money Market Instruments - The Scheme may invest in a variety of money market instruments, including but not limited to Commercial Papers (CPs), Certificates of Deposit (CDs), Treasury Bills (T-Bills), Bills Rediscounting, Tri-party Repo (TREPS) on Government securities or T-Bills, Securities issued by Government Agencies/PSUs, Non-Convertible Securities and Repo/Reverse Repo transactions (including in corporate bonds). 4. Debt Instruments Permitted by SEBI/RBI - The Scheme may invest in debt and money market instruments as permitted by SEBI and RBI from time to time. 5. Any other instruments / securities, which in the opinion of the fund manager would suit the investment objective of the scheme subject to compliance with extant Regulations after seeking necessary approval, whenever required. B. INVESTMENT RESTRICTIONS All the investments by the Scheme and the Fund shall always be within the investment restrictions as specified in Schedule VII of SEBI Mutual Fund Regulations as amended from time to time. Pursuant to the SEBI Regulations, the following are some of the investment and other limitations as presently applicable to the Scheme. 1. The Mutual Fund shall buy and sell securities on the basis of deliveries and shall in all cases of purchases, take delivery of relevant securities and in all cases of sale, deliver the securities: Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 45Provided that a Mutual Fund may engage in short selling of securities in accordance with the framework relating to short selling and securities lending and borrowing specified by the SEBI, Provided further that a Mutual Fund may enter into derivatives transactions in a recognized stock exchange, subject to the framework specified by the SEBI, Provided further that sale of Government security already contracted for purchase shall be permitted in accordance with the guidelines issued by the Reserve Bank of India in this regard. 2. The 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 of long-term nature. 3. The Mutual Fund under all its schemes shall not own more than ten per cent of any company’s paid up capital carrying voting rights. 4. Transfers of investments from one scheme to another scheme in the same Mutual Fund shall be allowed only if, (a) such transfers are done at the prevailing market price for quoted instruments on spot basis. [Explanation - “Spot basis” shall have same meaning as specified by stock exchange for spot transactions;] (b) the securities so transferred shall be in conformity with investment objective of the scheme to which such transfer has been made and the Policy on Inter Scheme Transfer prepared in compliance with clause 12.3 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD- 1/P/CIR/2024/90 dated June 27, 2024. 5. The Scheme may invest in another scheme under the same asset management company or any other Mutual Fund without charging any fees, provided that aggregate inter-scheme investment made by all schemes under the same management or in schemes under the management of any other asset management company shall not exceed 5% of the net asset value of the Mutual Fund. Provided that this clause shall not apply to any fund of funds scheme. 6. Pending deployment of funds of a Scheme in terms of investment objectives of the Scheme, the Mutual Fund may invest the funds of the scheme in short-term deposits of scheduled commercial banks, subject to the following guidelines issued by SEBI and as may be amended from time to time. Pursuant to clause 12.16 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, where the cash in the scheme is parked in short term deposits of Scheduled Commercial Banks pending deployment, the scheme shall abide by the following guidelines: (a) “Short Term” for such parking of funds by the Scheme shall be treated as a period not exceeding 91 days. Such short-term deposits shall be held in the name of the Scheme. (b) The Scheme shall not park more than 15% of net assets in short term deposit(s) of all the scheduled commercial banks put together. However, such limit may be raised to 20% with prior approval of the Trustees. (c) Parking of funds in short term deposits of associate and sponsor scheduled commercial banks together shall not exceed 20% of total deployment by the Mutual Fund in short term deposits. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 46(d) The Scheme shall not park more than 10% of the net assets in short term deposit(s), with any one scheduled commercial bank including its subsidiaries. (e) The Scheme shall not park funds in short term deposit of a bank which has invested in that Scheme. Trustees/AMCs shall also ensure that the bank in which a scheme has STD do not invest in the said scheme until the scheme has STD with such bank (f) The AMC will not charge any investment management and advisory fees for funds under a Plan parked in short term deposits of scheduled commercial banks. (g) The above provisions will not apply to term deposits placed as margins for trading in cash and derivatives market. 7. The Scheme shall not make any investment in: (a) any unlisted security of an associate or group company of the sponsor; or (b) any security issued by way of private placement by an associate or group company of the sponsor; or (c) the listed securities of group companies of the sponsor which is in excess of 25 per cent of the net assets. 8. The Scheme shall not invest more than 10 per cent of its NAV in the equity shares or equity related instruments of any company. 9. All investments by the scheme in equity shares and equity related instruments shall only be made provided such securities are listed or to be listed. 10. The Mutual Fund may borrow to meet liquidity needs, for the purpose of repurchase, redemption of units or payment of interest or IDCW to the Unitholders and such borrowings shall not exceed 20% of the net asset of the Scheme and duration of the borrowing shall not exceed 6 months. The Mutual Fund may borrow from permissible entities at prevailing market rates and may offer the assets of the Mutual Fund as collateral for such borrowing. 11. No term loans will be advanced by the Scheme. 12. The Scheme shall not invest more than 10% of its NAV in debt instruments comprising money market instruments and non-money market instruments issued by a single issuer, which are rated not below investment grade by a credit rating agency authorised to carry out such activity under the SEBI Act, 1992. Such investment limit may be extended to 12% of the NAV with prior approval of the Board of Trustees and Board of the AMC. Provided that such limit shall not be applicable for investment in government securities, treasury bills and Tri Party Repo(TREPS). Provided further that the schemes already in existence shall with an appropriate time and in the manner, as may be specified by the Board, conform to such limits. 13. In terms of clause 12.1 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, Mutual fund scheme shall not invest in unlisted debt instruments including commercial papers (CPs), other than (a) government securities, (b) other money market Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 47instruments and (c) derivative products such as Interest Rate Swaps (IRS), Interest Rate Futures (IRF), etc. which are used by mutual funds for hedging. However, mutual fund schemes may invest in unlisted Non-Convertible Debentures (NCDs) not exceeding 10% of the debt portfolio and as per respective investment limits and timelines mentioned by SEBI from time to time, subject to the condition that such unlisted NCDs have a simple structure (i.e. with fixed and uniform coupon, fixed maturity period, without any options, fully paid up upfront, without any credit enhancements or structured obligations) and are rated and secured with coupon payment frequency on monthly basis. For the purpose listed debt instruments shall include listed and to be listed debt instruments. All fresh investments by mutual fund schemes in CPs would be made only in CPs which are listed or to be listed. 14. Investment in unrated debt and money market instruments, other than government securities, treasury bills, derivative products such as Interest Rate Swaps (IRS), Interest Rate Futures (IRF), etc. by mutual fund schemes shall be subject to the following: a) Investments should only be made in such instruments, including bills rediscounting, usance bills, etc., that are generally not rated and for which separate investment norms or limits are not provided in SEBI (Mutual Fund) Regulations, 1996 and various circulars issued thereunder. b) Exposure of mutual fund schemes in such instruments, shall not exceed 5% of the net assets of the schemes. c) All such investments shall be made with the prior approval of the Board of AMC and the Board of trustees 15. The scheme being the fund of funds scheme, it shall be subject to following investment restrictions: a. The scheme shall not invest in any other fund of fund scheme. b. The scheme shall not invest its assets other than in schemes of mutual funds, except to the extent of funds required for meeting the liquidity requirements for the purpose of repurchases or redemptions, as disclosed in the Scheme Information Document of fund of fund scheme. 16. No Mutual Fund under all its schemes shall own more than 12% of such instruments issued by a single issuer i. A Mutual Fund scheme shall not invest – a. 10% of its NAV in debt and money market securities rated AAA; or b. 8% of its NAV in debt and money market securities rated AA; or c. 6% of its NAV in debt and money market securities rated A and below The above investment limits may be extended by up to 2% of the NAV of the scheme with prior approval of the Board of Trustees and Board of Directors of the AMC, subject to compliance with the overall 12% limit, as specified at clause 1 of the Seventh Schedule of SEBI MF Regulations and other prudential limits with respect to the debt instruments. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 4817. No sponsor of a mutual fund, its associate or group company including the asset management company of the fund, through the schemes of the mutual fund or otherwise, individually or collectively, directly or indirectly, have - a) 10% or more of the share-holding or voting rights in the asset management company or the trustee company of any other mutual fund; or b) Representation on the board of the asset management company or the trustee company of any other mutual fund. 18. The Scheme will comply with any other Regulations applicable to the investments of Mutual Funds from time to time. All investment restrictions shall be applicable at the time of making investments. The investment restrictions shall be read in conjunction with the Asset Allocation section of the scheme and provisions related to SEBI (Mutual Fund) Regulation, and in case of any inconsistency, the limits specified under the Asset Allocation and regulation shall prevail. The AMC may alter these limitations/objectives from time to time to the extent the SEBI Regulations change so as to permit Scheme to make its investments in the full spectrum of permitted investments to achieve its investment objective. The Trustees may from time to time alter these restrictions in conformity with the SEBI Regulations. C. FUNDAMENTAL ATTRIBUTES Following are the Fundamental Attributes of the Scheme, in terms of Regulation 18 (15A) of the SEBI (MF) Regulations: i. Type of a Scheme: An open-ended fund of funds scheme investing in passive funds. ii. Investment Objective: o Investment Objective: Please refer to section ‘Investment Objective’. o Investment pattern: Please refer to section ‘Asset Allocation’. iii. Terms of Issue: Provisions with respect to listing, repurchase, redemption, fees and expenses are mentioned in the SID. iv. Any safety net or guarantee provided: The Scheme does not provide any safety net or guaranteed or assured returns. In accordance with Regulation 18(15A) & 25(26) of the SEBI (MF) Regulations and Clause 1.14.1.4 of SEBI Master Circular for Mutual Funds dated June 27, 2024 the Trustees shall ensure that no change in the fundamental attributes of the Scheme(s) and the Plan(s) / Option(s) thereunder or the trust or fee and expenses payable or any other change which would modify the Scheme(s) and the Plan(s) / Option(s) thereunder and affect the interests of Unitholders is carried out unless:  SEBI has reviewed and provided its comments on the proposal.  A written communication about the proposed change is sent to each Unitholder and an advertisement is given in one English daily newspaper having nationwide circulation as well as in Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 49a newspaper published in the language of the region where the Head Office of the Mutual Fund is situated; and  The Unitholders are given an option for a period of 30 days to exit at the prevailing Net Asset Value without any exit load.  In addition to the conditions specified above for bringing change in the fundamental attributes of any scheme, trustees shall take comments of the Board before bringing such change(s). D. OTHER SCHEME SPECIFIC DISCLOSURES: Listing and transfer of units It is not proposed to list the units issued under this scheme. However, the Mutual Fund may at its sole discretion list the Units on one or more stock exchanges at a later date. Units of the Scheme which are issued in demat (electronic) form will be transferred and transmitted in accordance with the provisions of SEBI (Depositories and Participants) Regulations, as may be amended from time to time. Physical Units which are held in the form of account statement: Any addition / deletion of name from the folio of the unitholder is deemed as transfer of unit who are capable of holding units. Transfer of unit(s) shall be subject to payment of applicable stamp duty by the unitholder(s) and applicable laws. The Fund will not be bound to recognize any other transfer. The above provisions in respect of deletion of names will not be applicable in case of death of Unit holder (in respect of joint holdings) as this is treated as transmission of Units and not transfer. Facility for transfer of units held in SoA mode: i. Partial transfer of units held in a folio shall be allowed. However, if the balance units in the transferor’s folio falls below specified threshold / minimum number of units as specified in the SID, such residual units shall be compulsorily redeemed, and the redemption amount will be paid to the transferor. ii. If the request for transfer of units is lodged on the record date, the IDCW payout/ reinvestment shall be made to the transferor. iii. Redemption of the transferred units shall not be allowed for 10 days from the date of transfer. This Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 50will enable the investor to revert in case the transfer is initiated fraudulently. iv. Units held by Resident / non- resident individual unitholders in Non-Demat (‘SoA’) mode can be transferred only in following categories- a) Surviving joint unitholder, who wants to add new joint holder(s) in the folio upon demise of one or more joint unitholder(s). b) A nominee of a deceased unitholder, who wants to transfer the units to the legal heirs of the deceased unitholder, post the transmission of units in the name of the nominee. c) A minor unitholder who has turned a major and has changed his/her status from minor to major, wants to add the name of the parent / guardian, sibling, spouse etc. in the folio as joint holder(s). d) transfer to siblings, e) Gifting of units f) Transfer of units to third party g) addition/deletion of unit holder Mode of submitting the Transfer Request Non-Demat (SOA) mode The facility for transfer of units held in SoA mode shall be available only through online mode via the transaction portals of the RTAs and the MF Central, i.e., the transfer of units held in SoA mode shall not be allowed through physical/ paper-based mode or via the stock exchange platforms, MFU, channel partners and EOPs etc. Dematerialization and Dematerialization Rematerialization of units The Units of the Scheme will also be available in the Dematerialized (electronic) mode, if so selected by the Investor in the Application Form. i. The Units of the Growth Option issued under the Scheme, will be distinct from each other and would have different ISINs. Units held in Demat Form are freely transferable. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 51ii. The Investor under the Scheme will be required to have a beneficiary account with a Depository Participant of NSDL / CDSL and will be required to indicate in the application the DP’s name, DP ID Number and beneficiary account number of the applicant with the Depositary Participant or such details requested in the Application Form / Transaction Form. iii. For Investors proposing to hold Units in dematerialized mode, applications without relevant details of his / her / its Depository account are liable to be rejected. iv. If KYC details of the investor including IPV is not updated with DP, the Units will be allotted in non- demat mode subject to compliance with necessary KYC provisions. Rematerialization Rematerialization of Units will be in accordance with the provisions of SEBI (Depositories & Participants) Regulations, 1996 as may be amended from time to time. The process for rematerialization is as follows: i. The investor will submit a remat request to his/her DP for rematerialization of holdings in his/her account. ii. If there is sufficient balance in the investor's account, the DP will generate a Rematerialization Request Number (RRN) and the same is entered in the space provided for the purpose in the rematerialization request form. iii. The DP will then dispatch the request form to the AMC/ R&T agent. iv. The AMC/ R&T agent accepts the request for rematerialization prints and dispatches the account statement to the investor and sends electronic confirmation to the DP. v. The DP will inform the investor about the changes in the investor account following the acceptance of the request. Minimum Target amount Rs. 10 Crores This is the minimum amount required to operate the scheme and if this is not collected during the NFO period, then Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 52all the investors would be refunded the amount invested without any return. However, if AMC fails to refund the amount within 5 business days, interest as specified by SEBI (currently 15% p.a.) will be paid to the investors from the expiry of 5 business days from the date of closure of the subscription list Maximum amount to be raised (if Not Applicable any) Allotment (Detailed procedure) Subject to the receipt of the minimum subscription amount, allotment would be made to all the valid applications of the Unitholders received during the New Fund Offer (NFO) period. The Fund will allot units and dispatch statement of accounts within 5 working days from the receipt of the funds. The units of the Scheme would be allotted at the applicable NAV. Investors under the Scheme will have an option to hold the Units either in dematerialized (electronic) form or in physical form. In case of investors opting to hold Units in dematerialized mode, the Units will be credited to the investors' depository account (as per the details provided by the investor). Further, a holding statement could be obtained from the Depository Participants by the Investor. In case of investors opting to hold the Units in physical mode, on allotment, the AMC/Fund will send to the Unitholders, an account statement specifying the number of units allotted by way of physical form (where email address is not registered) and/or email and/or SMS within 5 Business Days from the receipt of the Fund to the registered address/e-mail address and/or mobile number. Normally, no certificates will be issued. However, on request from the Unitholder, Unit certificates will be issued for the same. The AMC will issue a Unit certificate to the applicant within 5 Business Days of the receipt of request for the certificate. Unit certificate, if issued, must be duly discharged by the Unit holder(s) and surrendered along with the request for redemption/switch or any other transaction of Units covered therein. The AMC shall, on production of instrument of transfer together with relevant unit certificates, register the transfer and return the unit certificate to the transferee within thirty days from the date of such production. As per regulation 37, The units shall be freely transferrable. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 53The allotment of units is subject to realization of the payment instrument. Any application for subscription of units may be rejected if found incomplete by the AMC/Trustee. Refund If application is rejected, full amount will be refunded within 5 working days of receipt of the fund. If refunded later than 5 working days @ 15% p.a. for delay period will be paid and charged to the AMC. Who can invest This is an indicative list and you are requested to consult This is an indicative list and investors your financial advisor. The following are eligible to shall consult their financial advisor to subscribe to the units of the Scheme: ascertain whether the scheme is 1. Resident adult individuals, either singly or jointly suitable to their risk profile. (not exceeding three) or on anyone or Survivor basis. 2. Minors through Parents/Lawful Guardian. 3. Hindu Undivided Family (HUF) through its Karta. 4. Partnership Firms in the name of any one of the partner. 5. Proprietorship in the name of the sole proprietor. 6. Companies, Body Corporate, Societies, (including registered co-operative societies), Association of Persons, Body of Individuals, Clubs and Public Sector Undertakings registered in India if authorized and permitted to invest under applicable laws and regulations. 7. Banks (including co-operative Banks and Regional Rural Banks), Financial Institutions. 8. Mutual Fund schemes registered with SEBI. 9. Non-Resident Indians (NRIs) / Persons of Indian Origin (PIOs) residing abroad on repatriation basis and on non-repatriation basis. NRIs and PIOs who are residents of U.S. and Canada cannot invest in the Schemes of MOMF. # 10. Foreign Portfolio Investor (FPI) 11. Charitable or Religious Trusts, Wakf Boards or endowments of private trusts (subject to receipt of necessary approvals as “Public securities” as required) and private trusts authorized to invest in units of Mutual Fund schemes under their trust deeds. 12. Army, Air Force, Navy, Para-military funds and other eligible institutions. 13. Scientific and Industrial Research Organizations. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 5414. Multilateral Funding Agencies or Bodies Corporate incorporated outside India with the permission of Government of India and the Reserve Bank of India. 15. Overseas Financial Organizations which have entered into an arrangement for investment in India, inter-alia with a Mutual Fund registered with SEBI and which arrangement is approved by Government of India. 16. Provident / Pension / Gratuity / Superannuation and such other retirement and employee benefit and other similar funds as and when permitted to invest. 17. Qualified Foreign Investors (subject to and in compliance with the extant regulations) 18. Other Associations, Institutions, Bodies etc. authorized to invest in the units of Mutual Fund. 19. Trustees, AMC, Sponsor or their associates may subscribe to the units of the Scheme. 20. Such other categories of investors permitted by the Mutual Fund from time to time, in conformity with the SEBI Regulations. 21. Upon the minor attaining the status of major, the minor in whose name the investment was made, shall be required to provide all the KYC details, PAN details as mentioned under the paragraph “Anti Money Laundering and Know Your Customer”, updated bank account details including cancelled original cheque leaf of the new account and his specimen Signature duly authenticated by his banker. No further transactions shall be allowed till the status of the minor is changed to major. 22. Pursuant to clause 17.6 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024 investors are required to note that the minor shall be the sole unit holder in a folio. Joint holders will not be registered. The minor unit holder shall be represented either by natural parent (father and mother) or by a legal guardian. Payment of investment shall be from the authorized banking channels and from the bank account of minor or joint account of minor with guardian. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 55The process of minor attaining major and status of investment etc. is mention in Statement of Additional Information (SAI). Investors are requested to refer SAI for detailed information. Who cannot invest Who cannot invest? 1. Persons residing in the Financial Action Task Force (FATF) Non-Compliant Countries and Territories (NCCTs). 2. Pursuant to RBI Circular No. 14 dated September 16, 2003, Overseas Corporate Bodies (OCBs) cannot invest in Mutual Funds. 3. US and Canada: United States Person (“U.S. person”*) and NRIs residing in Canada as defined under the laws of the United States of America and Canada respectively except lump sum subscription, System Investment Plan (SIP), switch transactions, Systematic Transfer Plan (STP), Systematic Withdrawal Plan (SWP), Fixed Amount Benefit Plan (formerly known as Cash Flow Plan and Motilal Oswal Value Index (MOVI) Pack Plan requests received from Non - resident Indians / Persons of Indian origin who at the time of such investment / first time registration of specified facility are present in India and submit a physical transaction request, or any other mode of transaction request at the discretion of the Investment Manager, along with such documents as may be prescribed by the AMC / Mutual Fund from time to time. The AMC shall accept such investments subject to the applicable laws and such other terms and conditions as may be notified by the AMC / Mutual Fund. The investor shall be responsible for complying with all the applicable laws for such investments. The AMC / Mutual Fund reserves the rights to put the transaction requests on hold / reject the transaction request / reverse allotted units, as the case may be, as and when identified by the AMC / Mutual Fund, which are not in compliance with the terms and conditions prescribed in this regard. 4. Such other persons as may be specified by AMC from time to time. *The term “U.S. person” means any person that is a U.S. person within the meaning of Regulation S under the Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 56Securities Act of 1933 of U.S. or as defined by the U.S. Commodity Futures Trading Commission or as per such further amended definitions, interpretations, legislations, rules etc., as may be in force from time to time. The Trustees/AMC reserves the right to include / exclude new / existing categories of investors to invest in the Scheme from time to time and change, subject to SEBI Regulations and other prevailing statutory regulations, if any. Note: It is mandatory to complete the KYC requirements for all unit holders, including for all joint holders and the guardian in case of folio of a minor investor. How to Apply (details) 1. This section must be read in conjunction with Statement of Additional Information Fund (herewith referred as “SAI”). Investors should mandatorily use the Application Forms, Transactions Request, included in the KIM and other standard forms available at the Investor Service Centers/ www.motilaloswalmf.com, for any financial/non-financial transactions. Any transactions received in any non-standard forms are liable to be rejected. Investors are advised to fill up the details of their bank account numbers on the application form in the space provided. In order to protect the interest of the Unit holders from fraudulent encashment of cheques, SEBI has made it mandatory for investors in mutual funds to state their bank account numbers in their applications. SEBI has also made it mandatory for investors to mention their Permanent Account Number (PAN) transacting in the units of Motilal Oswal Mutual Fund (herewith referred as “MOMF”), irrespective of the amount of transaction. Please also note that the KYC is mandatory for making investment in mutual funds schemes irrespective of the amount, for details please refer to SAI. The application (both direct application and application routed through Distributor) should be complete in all respects along with the cheque / pay order / demand draft / other payment instruction should be submitted at the Investor Service Center, Official Point of Acceptance of Transaction, at the registered and corporate office of the AMC and the office of the Registrar during their Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 57Business Hours on their respective Business Day. No outstation cheques or stock invests will be accepted. Currently, the option to invest in the Scheme through payment mode as Cash is not available. The Trustees reserves the right to change/modify above provisions at a later date. Investors can execute transactions online through the official website https://www.motilaloswalmf.com/investonline, Please refer to the SAI and Application form for the detailed instructions. Pursuant to the clause 17.16 of SEBI Master Circular for Mutual Funds dated June 27, 2024, the Investors subscribing to units of the Scheme are compulsorily required to provide: a. Nomination; or b. A declaration form for opting out of nomination. Pursuant to SEBI Circular vide SEBI/HO/IMD/IMD-I POD1/P/CIR/2024/29 dated April 30, 2024 the nomination for mutual funds shall be exempted for jointly held folios. The applications where neither nomination is provided nor declaration for opting out of nomination is provided, are liable to be rejected. 2. List of official points of acceptance: To get more information on list of official point of acceptance, Please refer link: https://www.motilaloswalmf.com/contact-us. 3. For Registrar and Transfer agent details and Collecting Banker details – Please refer point H of Part III (Other details) of Section II. Where can you submit the filled up During the ongoing period, the applications can be applications. submitted at any of the branches of the collecting bankers (if appointed) or at the Designated Collection Center (DCC)/ Investor Service Center (ISC) of MOMF as mentioned in the SID and also at DCC and ISC of our Registrar and Transfer Agent (RTA), Kfin Technologies Ltd. The details of RTA’s DCC and ISC are available at the link www.kfintech.com. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 58The policy regarding reissue of Units once redeemed/repurchased will not be re-issued. repurchased units, including the maximum extent, the manner of reissue, the entity (the scheme or the AMC) involved in the same. Restrictions, if any, on the right to The Trustee may, in the general interest of the Unitholders freely retain or dispose of units being of the Scheme and when considered appropriate to do so offered. based on unforeseen circumstances/unusual market conditions, impose restriction on redemption of Units of the Schemes. The following requirements will be observed before imposing restriction on redemptions: a. Restriction may be imposed when there are circumstances leading to a systemic crisis or event that severely constricts market liquidity or the efficient functioning of markets such as: i. Liquidity issues - when market at large becomes illiquid affecting almost all securities rather than any issuer specific security. AMCs should have in place sound internal liquidity management tools for schemes. Restriction on redemption cannot be used as an ordinary tool in order to manage the liquidity of a scheme. Further, restriction on redemption due to illiquidity of a specific security in the portfolio of a scheme due to a poor investment decision shall not be allowed. ii. Market failures, exchange closures - when markets are affected by unexpected events which impact the functioning of exchanges or the regular course of transactions. Such unexpected events could also be related to political, economic, military, monetary or other emergencies. iii. Operational issues - when exceptional circumstances are caused by force majeure, unpredictable operational problems and technical failures (e.g. a black out). Such cases can only be considered if they are reasonably unpredictable and occur in spite of appropriate diligence of third parties, adequate and effective disaster recovery procedures and systems. b. Restriction on redemption may be imposed for a specific period of time not exceeding 10 working days in any 90 days’ period. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 59c. Any such imposition requires specific approval of Board of AMCs and Trustees and the same shall be immediately informed to SEBI. d. When restriction on redemption is applied the following procedure shall be followed: a) Redemption requests upto Rs. 2lakh will not be subject to such restriction. b) In case of redemption requests above Rs. 2 lakhs, the AMC shall redeem the first Rs. 2 lakhs without restriction and remaining part over above be subject to such restriction. Units of the Scheme which are issued in demat (electronic) form will be transferred and transmitted in accordance with the provisions of SEBI (Depositories and Participants) Regulations, as may be amended from time to time. Right to Limit Fresh Subscription The Trustees reserves the right to withdraw / suspend the allotment / Subscription of Units in the Scheme temporarily or indefinitely, at the time of NFO or otherwise, if it is viewed that increasing the size of such Scheme may prove detrimental to the Unit holders of such Scheme. An order to Purchase the Units is not binding on and may be rejected by the Trustees or the AMC unless it has been confirmed in writing by the AMC and/or payment has been received, subject to SEBI Regulations and other prevailing guidelines if any. Physical Units which are held in the form of account statement: Additions/deletion of names in case of Units held in other than demat mode in the form of account statement will not be allowed under any folio of the Scheme. However, on request from the Unitholder, Unit certificates will be issued in lieu of account statement for the same. The AMC will issue a Unit certificate to the applicant within 5 Business Days of the receipt of request for the certificate. Unit certificate, if issued, must be duly discharged by the Unit holder(s) and surrendered along with the request for redemption/switch or any other transaction of Units covered therein. The AMC shall, on production of instrument of transfer together with relevant unit Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 60certificates, register the transfer and return the unit certificate to the transferee within thirty days from the date of such production. The above provisions in respect of deletion of names will not be applicable in case of death of Unit holder (in respect of joint holdings) as this is treated as transmission of Units and not transfer. Cut off timing for subscriptions/ Cut-off timings with respect to Subscriptions/Purchases redemptions/ switches including switch – in shall be as follows: This is the time before which your  In respect of valid applications received by 3.00 p.m. application (complete in all respects) on a Business Day and where the funds for the entire should reach the official points of amount of subscription / purchase / switch-ins as per acceptance. the application are credited to the bank account of the Scheme before the cut-off time i.e. available for utilization before the cut-off time- the closing NAV of the day shall be applicable.  In respect of valid applications received after 3.00 p.m. on a Business Day and where the funds for the entire amount of subscription / purchase as per the application are credited to the bank account of the Scheme before the cut-off time of the next Business Day i.e. available for utilization before the cut-off time of the next Business Day - the closing NAV of the next Business Day shall be applicable.  In respect of valid applications with an outstation cheques or demand drafts not payable at par at the Official Points of Acceptance where the application is received, the closing NAV of day on which the cheque or demand draft is credited shall be applicable.  In respect of valid applications, the time of receipt of applications or the funds for the entire amount are available for utilization, whichever is later, will be used to determine the applicability of NAV. In case of other facilities like Systematic Investment Plan (SIP), Systematic Transfer Plan (STP), etc., the NAV of the day on which the funds are available for utilization by the Target Scheme shall be considered irrespective of the instalment date. Redemptions including switch – outs:  In respect of valid applications received upto 3.00 p.m. by the Mutual Fund, closing NAV of the day of receipt of application, shall be applicable. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 61 In respect of valid applications received after 3.00 p.m. by the Mutual Fund, the closing NAV of the next business day shall be applicable. The AMC reserves the right to change / modify the aforesaid requirements at a later date in line with SEBI directives from time to time. Transaction through online facilities/ electronic mode: The time of transaction done through various online facilities/electronic modes offered by the AMC, for the purpose of determining the applicability of NAV, would be the time when the request of purchase/redemption/switch/SIP/STP of units is received on the servers of AMC/RTA as per terms and conditions of such facilities. Transaction through Stock Exchange: With respect to investors who transact through the stock exchange, Applicable NAV shall be reckoned on the basis of the time stamping as evidenced by confirmation slip given by stock exchange mechanism. Where can the applications for The application forms for purchase/redemption of units purchase/redemption switches be directly with the Fund can be submitted at the Designated submitted? Collection Center (DCC)/ Investor Service Center (ISC) of Motilal Oswal Mutual Fund as mentioned in the SID and also at DCC and ISC of our Registrar and Transfer Agent (RTA), KFin Technologies Limited. The details of RTA’s DCC and ISC are available at the link https://www.kfintech.com/contact-us/. it is mandatory to mention their bank account numbers in their applications/requests for redemption. Investors can also subscribe to the Units of the Scheme through MFSS and/or NMF II facility of NSE and BSE StAR MF facility of BSE. In addition to subscribing Units through submission of application in physical, investor / unit holder can also subscribe to the Units of the Scheme through RTA’s website i.e. www.kfintech.com/ . The facility to transact in the Scheme is also available through mobile application of Kfin i.e. ‘KFINTRACK’ Minimum amount for Rs. 500/- and in multiples of Re.1/- thereafter. purchase/switches into the Scheme Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 62Minimum additional amount will be Rs. 500/- and in multiples of Re. 1/-thereafter. AMC may revise the minimum/maximum amounts and the methodology for new/additional subscriptions, as and when necessary. Such change may be brought about after taking into account the cost structure for a transaction/account and /or Market practices and/or the interest of existing Unit holders. Further, such changes shall only be applicable to transactions from the date of such a change, on a prospective basis. Minimum Redemption/switch-out Rs. 500/- and in multiples of Re.1/- thereafter or account Amount balance, whichever is lower. In case the Investor specifies the number of Units and amount, the number of units shall be considered for Redemption. In case the unit holder does not specify the number or amount, Mutual Fund shall reject the transaction. If the balance Units in the Unit holder's account does not cover the amount specified in the redemption request, then the Mutual Fund shall reject the transaction. If the balance Units in the Unit holder's account is less than the specified in the redemption request, then the Mutual Fund shall reject the transaction. In case of Units held in dematerialized mode, the Unitholder can give a request for Redemption only in number of Units. Request for subscriptions can be given only in amount. Depository participants of registered Depositories to process only redemption request of units held in Demat form. Accounts Statements The AMC shall send an allotment confirmation specifying the units allotted by way of email and/or SMS within 5 working days of receipt of valid application/transaction to the Unit holders registered e-mail address and/ or mobile number (whether units are held in demat mode or in account statement form). A Consolidated Account Statement (CAS) detailing all the transactions across all mutual funds (including transaction charges paid to the distributor) and holding at the end of the month shall be sent to the Unit holders in whose folio(s) transaction(s) have taken place during the month by mail or email on or before 15th of the succeeding month. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 63Half-yearly CAS shall be issued at the end of every six months (i.e. September/ March) on or before 21st day of succeeding month, to all investors providing the prescribed details across all schemes of mutual funds and securities held in dematerialized form across demat accounts, if applicable For further details, refer SAI. Redemption The redemption or repurchase proceeds shall be dispatched to the unitholders within three working days from the date of redemption or repurchase. For list of exceptional circumstances refer para 14.1.3 of SEBI Master Circular for Mutual Funds dated June 27, 2024. Bank Mandate As per SEBI requirements, it is mandatory for an investor to provide his/her bank account number in the Application Form. The Bank Account details as mentioned with the Depository should be mentioned. If depository account details furnished in the application form are invalid or not confirmed in the depository system, the application may be rejected. The Application Form without the Bank account details would be treated as incomplete and rejected. Delay in payment of redemption / The Asset Management Company shall be liable to pay repurchase proceeds interest to the unitholders at rate as specified vide clause 14.2 of SEBI Master Circular for Mutual Funds dated June 27, 2024 by SEBI for the period of such delay Unclaimed Redemption Amount In accordance with clause 14.3 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, Mutual Funds shall provide the details of investors on their website like, their name, address, folios, etc. The website shall also include the process of claiming the unclaimed amount alongwith necessary forms and document. Further, the unclaimed amount along with its prevailing value shall be disclosed to investors separately in their periodic statement of accounts/CAS. Further, pursuant to said circular on treatment of unclaimed redemption amounts, redemption amounts remaining unclaimed based on expiry of payment instruments will be identified on a monthly basis and amounts of unclaimed redemption would be deployed in Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 64the respective Unclaimed Amount Plan(s) as follows:  Motilal Oswal Liquid Fund - Unclaimed Redemption - Upto 3 years and  Motilal Oswal Liquid Fund - Unclaimed Redemption - Greater than 3 years Investors are requested to note that pursuant to the circular investors who claim the unclaimed amounts during a period of three years from the due date shall be paid initial unclaimed amount along-with the income earned on its deployment. Investors, who claim these amounts after 3 years, shall be paid initial unclaimed amount along-with the income earned on its deployment till the end of the third year. After the third year, the income earned on such unclaimed amounts shall be used for the purpose of investor education. Disclosure w.r.t investment by minors Minors are eligible to invest through Parents/Lawful Guardian. AMC will follow uniform process ‘in respect of investments made in the name of a minor through a guardian’ by SEBI vide clause 17.6.1 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024. Upon the minor attaining the status of major, the minor in whose name the investment was made, shall be required to provide all the KYC details, PAN details as mentioned under the paragraph “Anti Money Laundering and Know Your Customer”, updated bank account details including cancelled original cheque leaf of the new account and his specimen Signature duly authenticated by his banker. No further transactions shall be allowed till the status of the minor is changed to major. The minor unit holder shall be represented either by natural parent (father and mother) or by a legal guardian. Payment of investment shall be from the authorised banking channels and from the bank account of minor or joint account of minor with guardian. The process of minor attaining major and status of investment etc. is mention in Statement of Additional Information (SAI). Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 65KYC Requirements Investor are requested to take note that it is mandatory to complete the KYC requirements (including updation of Permanent Account Number) for all unit holders, including for all joint holders and the guardian in case of folio of a minor investor. Accordingly, financial transactions (including redemptions, switches and all types of systematic plans) and non-financial requests are liable to be rejected, if the unit holders have not completed the KYC requirements. Notwithstanding in the above cases, the AMC reserves the right to ask for any requisite documents before processing of financial and non-financial transactions or freeze the folios as appropriate. Unit holders are advised to use the applicable KYC Form for completing the KYC requirements and submit the form at the point of acceptance. Further, upon updation of PAN details with the KRA (KRA-KYC)/ CERSAI (CKYC), the unit holders are requested to intimate us/our Registrar and Transfer Agent their PAN information along with the folio details for updation in our records. Acceptance of financial transactions Non-individual unitholders desiring to avail the facility of through email in respect of non- carrying out financial transactions through email in respect individual investors of Motilal Oswal Mutual Fund schemes shall: a) Submit a copy of the Board resolution or an authority letter on their letter head (signed by competent authority), granting appropriate authority to the designated officials of their entity. b) The board resolution/authority letter should explicitly consist of: (i) List of approved authorized officials who are authorized to transact on behalf of non-individual investors along with their designation and email IDs. (ii) An Undertaking that the instructions for any financial transactions sent by email by the authorized officials shall be binding upon the entity as if it were a written agreement. c) In case the document is submitted electronically with a valid Digital Signature Certificate (DSC) or through Aadhaar based e-signature by the authorized official/s shall be considered as valid and acceptable and shall be binding on the non-individual investor even if the transaction request is not received from the registered email id. of the authorized official/s. However, in such cases, the domain name of the email ID should be from Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 66the same organization's official domain name d) In addition to acceptance of financial transaction via email, scanned copy of duly signed transaction form/request letter bearing wet signatures of the authorized signatories of the entity, received from some other official / employee of the non-individual investor may also be accepted, and shall be binding on the non- individual investor provided – (i) The email is also cc'd (copied) to the registered email ID of the authorized official / signatory of the non-individual unitholder; and (ii) the domain name of the email ID of the sender of the email is from the same organization's official domain name. e) No change in bank details or addition of bank account of the entity or any non-financial transactions shall be allowed / accepted via email. f) Request for change in bank details or addition of bank account of the entity shall be submitted by the non- individual investor using the prescribed service request form duly signed by the entity's authorized signatories with wet signature of the designated authorized signatories. g) Change in the registered email address / contact details of the entity shall be accepted only through a physical letter (including scanned copy thereof) with wet signature of the designated authorized officials of the entity, duly supported by copy of the board resolutions/authority letter on the entity's letter head. h) In addition to acceptance of financial transactions via email, scanned copies of signed transaction form /request letters bearing wet signatures of the authorized signatories of the entity, received from the registered MFD of the entity or a third party authorized by the non-individual unitholder may also be accepted subject to fulfilment of the following requirements: (i) Authorization letter from the non-individual unitholder authorizing the MFD/person to send the scanned copies of signed transaction form/request letter on behalf the non-individual investor and (ii) the non-individual unitholder's registered email ID is also cc’d (copied) in the email sent by the authorized MFD/person sending the scanned copies of the duly signed transaction form/request letter. Terms and Conditions for acceptance of financial Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 67transactions through email are as below: 1. Investor is aware of all the risks involved in transacting through email mode and that the investor is also aware of the risks involved including those arising out of transmission of electronic mails. 2. Motilal Oswal AMC /RTA shall not be liable in case the transaction sent or purported to be sent by the investor is not received by the Motilal Oswal AMC/ RTA due to any reason and hence not processed. 3. Investor should maintain adequate safeguards / measures to ensure the security of email communication. 4. Investor availing the facility for submitting financial transactions via email shall retain records of such transactions in line with the applicable laws / regulations. 5. Investor should follow appropriate procedure for addition/deletion in the name of authorized signatories of the Investor along with the manner of notification of the same to the Motilal Oswal AMC. 6. Any change in the registered email id/contact details shall be accepted only from the designated officials authorized to notify such changes vide board resolutions/authority letter. Further, such change request shall be submitted through physical request letter (or a scanned copy thereof with wet signature of the designated authorized officials) only. 7. No change in /addition to the bank mandate shall be allowed via email. Change in bank details or addition of bank account of the investor shall be permitted only via the prescribed service request form duly signed by the investor’s authorized signatories with wet signature of the designated authorized officials. 8. Appropriate authorization from the non-individual investor to the AMC to accept and act on any email transmission received from non-individual investor including a registered MF distributor/third party authorized by the investor to send a scanned copy of the transaction request on behalf of such non- individual investor. 9. Electronic Time stamping mechanisms and audit trail for email transactions. 10. Any change in the registered email address/ contact details of the entity shall be accepted only through a physical letter (including scan copy thereof) with wet signature of the designated authorized officials of the Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 68entity, duly supported by copy of the board resolutions/authority letter on the entity's letter head 11. Further in case the document is executed electronically with a valid DSC or through Aadhaar based e-signatures of the authorized official/s, shall be considered valid, and the same shall be binding on the non-individual investor even if the same is not received from the registered email id of authorized officials. However, the domain name of the email ID through which such email is received should be the same as the non-individual investor's official domain name. III. OTHER DETAILS A. In case of Fund of Funds Scheme, Details of Benchmark, Investment Objective, Investment Strategy, TER, AUM, Year wise performance, Top 10 Holding/ link to Top 10 holding of the underlying fund should be provided - Not applicable as this is a new scheme and portfolio has not been constructed B. PERIODIC DISCLOSURES Net Asset Value AMC will declare separate NAV under Regular Plan and Direct Plan This is the value per unit of the of the Scheme. scheme on a particular day. You can ascertain the value of The AMC will calculate and disclose the first NAV of the Scheme your investments by within a period of 5 Business days from the date of allotment under multiplying the NAV with the NFO. Thereafter, the NAV will be calculated on all business days your unit balance. and shall be disclosed in the manner specified by SEBI. The AMC shall update the NAVs on its website www.motilaloswalmf.com and also on AMFI website www.amfiindia.com before 10.00 a.m. on the following business day. If the NAVs are not available before 10.00 a.m. on the following business day, the reason for delay in uploading NAV would be explained to AMFI in writing. If the NAVs are not available before commencement of Business Hours on the following day due to any reason, the Mutual Fund shall issue a press release giving reasons and explaining when the Mutual Fund would be able to publish the NAVs. Further, Mutual Funds/ AMCs shall extend facility of sending latest available NAVs to investors through SMS, upon receiving a specific request in this regard. Investors can also contact the office of the AMC to obtain the NAV of the Scheme. Monthly & Annual The fund shall communicate any change in risk-o-meter by way of Disclosure of Risk-o-meter Notice cum Addendum and by way of an e-mail or SMS to Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 69unitholder. Further Risk-o-meter of scheme shall be evaluated on a monthly basis and Risk-o-meter along with portfolio shall be disclosed on website (https://www.motilaloswalmf.com/download/regulatory-updates) and on AMFI website within 10 days from the close of each month. Additionally, MOMF shall disclose the risk level of all schemes as on March 31 of every year, along with number of times the risk level has changed over the year, on its website and AMFI website. Disclosure of Benchmark Pursuant to clause 5.16.1 of SEBI Master Circular No Risk-o-meter SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, the AMC shall disclose risk-o-meter of the scheme and benchmark in all disclosures including promotional material or that stipulated by SEBI wherever the performance of the scheme vis-à-vis that of the benchmark is disclosed to the investors in which the unit holders are invested as on the date of such disclosure. https://www.motilaloswalmf.com/download/month-end-portfolio Scheme Summary Document The AMC has provided on its website (https://www.motilaloswalmf.com/download/scheme-summary- documents) Scheme summary document which is a standalone scheme document for all the Schemes which contains all the details of the Scheme. Monthly & Half yearly The Mutual Fund / AMC shall disclose portfolio (along with ISIN) in Disclosures: Portfolio a user friendly & downloadable spreadsheet format, as on the last day of the month/half year for the scheme(s) on its website This is a list of securities (www.motilaloswalmf.com) and on the website of AMFI where the corpus of the (www.amfiindia.com) within 10 days from the close of each scheme is currently invested. month/half year. The market value of these investments is also stated in In case of investors whose email addresses are registered with portfolio disclosures. MOMF, the AMC shall send via email both the monthly and half yearly statement of scheme portfolio within 10 days from the close of each month/half year respectively. Half yearly Disclosures: The Mutual Fund shall within one month from the close of each half Financial Results year, that is on 31st March and on 30th September, host a soft copy of its unaudited financial results on its website (https://www.motilaloswalmf.com/download/financials). The mutual fund shall publish an advertisement disclosing the hosting of such financial results on their website, in atleast one English daily newspaper having nationwide circulation and in a newspaper having wide circulation published in the language of the region where the Head Office of the Mutual Fund is situated. Annual Report The Mutual Fund / AMC will host the Annual Report of the Schemes on its website (https://www.motilaloswalmf.com/download/financials) and on the website of AMFI (www.amfiindia.com) not later than four months Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 70(or such other period as may be specified by SEBI from time to time) from the date of closure of the relevant accounting year (i.e. 31st March each year). The Mutual Fund / AMC shall mail the scheme annual reports or abridged summary thereof to those investors whose e-mail addresses are registered with MOMF. The full annual report or abridged summary shall be available for inspection at the Head Office of the Mutual Fund and a copy shall be made available to the investors on request at free of cost. Investors who have not registered their e-mail id will have to specifically opt-in to receive a physical copy of the Annual Report or Abridged Summary thereof. MOMF will publish an advertisement every year in the all India edition of at least two daily newspapers, one each in English and Hindi, disclosing the hosting of scheme wise Annual Report on the AMC website (https://www.motilaloswalmf.com/download/financials) and on the website of AMFI (www.amfiindia.com). Product Dashboard In accordance with clause 5.8.4 of SEBI Master Circular No. SEBI/HO/IMD/IMD-PoD-1/P/CIR/2024/90 dated June 27, 2024, the AMC has designed and developed the dashboard on their website (Mutual Funds Performance | Top Performing Mutual Funds to Invest in India (motilaloswalmf.com) wherein the investor can access information with regard to scheme’s AUM, investment objective, expense ratios, portfolio details and past performance of all the schemes. C. TRANSPARENCY/NAV DISCLOSURE The AMC will calculate and disclose the first NAV of the Scheme within a period of 5 Business days from the date of allotment under the NFO. Thereafter, the NAV will be calculated on all business days and disclosed in the manner specified by SEBI. The AMC shall update the NAVs on its website www.motilaloswalmf.com and also on AMFI website www.amfiindia.com before by 10.00 a.m. on the on the next business day. If the NAV is not available before 10.00 a.m. on the following business day, the reasons for such delay would be explained to AMFI in writing. If the NAV is not available before the commencement of Business Hours on the following day due to any reason, the Mutual Fund shall issue a press release giving reasons and explaining when the Mutual Fund would be able to publish the NAV. Further, AMC will extend facility of sending latest available NAVs to unitholders through SMS, upon receiving a specific request in this regard. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 71D. TRANSACTION CHARGE AND STAMP DUTY The AMC/Mutual Fund shall deduct the Transaction Charges on purchase / subscription received from first time mutual fund investors and investors other than first time mutual fund investors through the distributor or through the stock exchange platforms viz. BSE Star MF/ NSE NMF II platforms (who have specifically opted-in to receive the transaction charges) as under: i. For existing investor in a Mutual Fund: Rs.100/- per subscription of Rs. 10,000/- and above; ii. For first time investor in Mutual Funds: Rs.150/- per subscription of Rs. 10,000/- and above. However, there will be no transaction charge on: i. Subscription of less than Rs. 10,000/-; or ii. Transactions other than purchases/subscriptions relating to new inflows such as Switch/STP/SWP/DTP, etc.; or iii. Direct subscription (subscription not routed through distributor); or Subscription routed through distributor who has chosen to ‘Opt-out’ of charging of transaction charge. The transaction charge as mentioned above will be deducted by AMC from subscription amount of the Unitholder and paid to distributor and the balance shall be invested in the Scheme. The distributors shall also have the option to either opt in or opt out of levying transaction charge based on type of the product Pursuant to Notification No. S.O. 1226(E) and G.S.R. 226(E) dated March 30, 2020 issued by Department of Revenue, Ministry of Finance, Government of India, read with Part I of Chapter IV of Notification dated February 21, 2019 issued by Legislative Department, Ministry of Law and Justice, Government of India on the Finance Act, 2019 and Clause 10.1 of SEBI Master Circular dated June 27, 2024, a stamp duty @ 0.005% of the transaction value would be levied on applicable mutual fund transactions, with effect from July 01, 2020. Accordingly, pursuant to levy of stamp duty, the number of units allotted on purchase/ switch-in transactions to the unitholders would be reduced to that extent. E. ASSOCIATE TRANSACTIONS Please refer to Statement of Additional Information (SAI) F. TAXATION Motilal Oswal Mutual Fund is a Mutual Fund registered with SEBI and is governed by the provisions of Section 10(23D) of the Income Tax Act, 1961. Accordingly, any income of a fund set up under a scheme of a SEBI registered mutual fund is exempt from tax. The following information is provided only for general information purposes and is based on the Mutual Fund’s understanding of the Tax Laws as of this date of Document. Investors / Unitholders should be aware that the relevant fiscal rules or their explanation may change. There can be no assurance that the tax position or the proposed tax position will remain same. In view of the individual nature of tax benefits, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the Scheme. Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 72The below Tax Rates shall be applicable for FY 2025-26: Mutual Fund Scheme Category Holding period STCG Tax LTCG Tax (To qualify for LTCG) Redeemed anytime during FY 2025-26 >24 months Slab rate 12.50% Investment after 1stApril, 2023 - Redeemed Not Applicable Slab rate Slab rate any time during FY 2025-26 *subject to grandfathering clause Capital Gains tax rates are excluding Surcharge & education cess. For details on taxation, please refer to the clause on Taxation in the Scheme Additional Information (SAI). G. RIGHTS OF UNITHOLDERS Please refer to SAI for details. H. LIST OF OFFICIAL POINT OF ACCEPTANCE OF TRANSACTIONS (OPAT) AND INVESTOR SERVICE CENTER (ISC): To get more information on list of official point of acceptance, Please refer link: https://www.motilaloswalmf.com/contact-us Kfin Technologies Limited (Official Collection Centres) Registrar KFin Technologies Limited Address: Selenium, Tower B, Plot No- 31 & 32, Financial District, Nanakramguda, Serilingampally Hyderabad Rangareddi TG 500032 IN Tel: 040 79611000 / 67162222 Toll Free No: 18004254034/35 Email: compliance.corp@kfintech.com Website: www.kfintech.com/ To view the complete details of designated collection centres / Investor Service centres of KFin Technologies Limited Please visit link on MOMF website https://www.motilaloswalmf.com/contact- us . I. 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 Details of pending litigations are as follows: Link for Brief on litigation cases: https://www.motilaloswalmf.com/download/sid-related-documents Draft SID of Motilal Oswal Diversified Equity Flexicap Passive Fund of Funds 73