In the Matter of Sun Life Prosperity GS Fund, Inc.

April 10, 2013 SEC-CFD * ORDER NO. 063-13 IN THE MATTER OF SUN LIFE PROSPERITY GS FUND, INC. , registrant. ORDER Upon consideration of the Amended Registration Statement filed by SUN LIFE PROSPERITY GS FUND, INC. reflecting the following amendments: Subject Original Proposed Amendments The Fund None Open-end mutual fund companies in the Philippines are organized as stock corporations. The Fund may become fully subscribed at any point in time. In such case, the Fund would continue to accept Deposits for Future Subscriptions (DFFS) in anticipation of an increase in capital, subject to the requirements of the law and regulations on the same. The DFFS accepted would be earmarked for the issuance of the appropriate number of shares that the DFFS would have purchased as of date of acceptance. Upon approval of the increase in authorized capital stock and upon registration of the new shares resulting therefrom with the Securities and Exchange Commission, the Fund would release the shares the DFFS had purchased, according to the "first in, first out" rule. Terms of the 1. Minimum Initial Investment 1. P5,000.00 Offer P10,000.00 2. Minimum Subsequent 2. P1,000.00 Investment P5,000.00 3. Minimum Redemption Amount 3. P1,000.00 P5,000.00 Sales Load With Option C and Worksite Option Option C and Worksite Option were deleted. Determination The Offer Price will be the NAVPS The Offer Price will be the NAVPS as at of Offering as at the end of the day. NAVPS is the end of the day. NAVPS is computed Price computed by dividing net assets (total by dividing net assets (total assets less assets less total liabilities) by the total liabilities) by the number of shares number of shares issued and issued and outstanding plus the total outstanding as at the end of the number of units outstanding due to DFFS reporting day. and for conversion to shares, if any, as of the end of the reporting day. Custodian Citibank N.A. and Deutsche Bank Citibank N.A., Deutsche Bank A.G. and Banks A.G. Hongkong and Shanghai Banking Corp. Investment The Fund aims to generate total The Fund aims to provide regular returns Objective returns consisting of current income through investments in credit risk-free and capital preservation consistent Government debt securities issued by the with prudent management of the Philippine Government. Fund's assets. the Commission in its meeting held on April 4, 2013, resolved to render effective the same, except the amendment pertaining to the proposed redemption rights of "DFFS holders" for lack of legal basis. CTIEac SO ORDERED. EDSA, Greenhills, Mandaluyong City, Philippines, April 10, 2013. (SGD.) JUSTINA F. CALLANGAN Acting Director