Registration of Securities Under the Securities Regulation Code - Sun Life Prosperity Dynamic Fund, Inc.

April 15, 2013 SEC-CFD * ORDER NO. 068-13 IN THE MATTER OF THE SUN LIFE PROSPERITY DYNAMIC FUND, INC. , registrant. REGISTRATION OF SECURITIES UNDER THE SECURITIES REGULATION CODE ORDER Upon consideration of the Registration Statement and other papers and documents attached thereto which were filed on behalf of SUN LIFE PROSPERITY DYNAMIC FUND, INC., the Commission, in its meeting on April 11, 2013, resolved (1) to approve the application of said corporation to act as an investment company under the Investment Company Act and (2) to render effective its Registration Statement covering Two Hundred Million (200,000,000) common shares with a par value of One Centavo (P0.01), representing its entire authorized capital stock, subject to compliance with the reporting and other requirements of the Securities Regulation Code, Investment Company Act and their Implementing Rules and Regulations, Revised Code of Corporate Governance and to further orders of the Securities and Exchange Commission. A Certificate of Permit to Offer Securities for Sale authorizing the sale of said securities is issued with this ORDER. Let a copy of this ORDER be published at the expense of the corporation once a week for two (2) consecutive weeks in two (2) newspapers of general circulation in the Philippines within ten (10) days from the date of this ORDER. The subject company is hereby directed to furnish the Commission with a copy of the affidavit of publication of this ORDER. SO ORDERED. April 15, 2013, EDSA, Greenhills, City of Mandaluyong, Metro Manila, Philippines. caDTSE (SGD.) JUSTINA F. CALLANGAN Acting Director ATTACHMENT Certificate of Permit to Offer Securities for Sale