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COVER SHEETfor Applications at

COMPANY REGISTRATION AND MONITORING DEPARTMENT

I

Natur. of Application

AMENDMENT

I Company Email Address

tv1 RIA C-Se.1LlA Y.50RI

AMENDED TO:New Company Name

SEC Registration Number

ITIDMobIle Number____ I

CONTACT PERSON INFORMATIONJ1l, dulgnatfll pmon U! be II DirecforlTtwteeff'arln.l1'OfflcerlResident Agsrd of the Corpomfion

Nameof ContactPerson EmailAddrul TelephoneNumb.r/e Mobile Number

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t'orwaraeb to:Corporate and Partnership Registration DivisionGreen Lane UnilFinancial Analysis and Aud~ DivisionUcensing UnitCompliance Monitoring Diviston

•COVER SHEET

SEC Iclentification Number

(Companv's Full Name)

(Business Address: No. Street Citvrrown/Province)

MAlRIA CECILIA V. SORIA( onlact erson

[ill] [2I!]Month Day

(FiscalIYear)

IDept. Requiring this Doc.

I ITota! No. ofiStockholders

Amended Articles of Incorporation

(Form Type)

(Secondary License Type, If Applicable)

555-88881~.50I4Com an Tele h(;he Number

4th MO~DA Y OF JUNEMonth Day(Annual Meeting)

Amended Articles Number/Section

Iotal AIDO':. t OfRouQwjngs. [ IDomestic . --F-o-,e-;g-n--

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AMENDEDARTICLESOF INCORPORATION

OF

SUN LIFEPROSPERITYGSFUND, INC.

KNOWALLMENBYTIUSPRESENTS: /THATWE, all of legal age, and majority of whom are residents of the Philippines, have this dayvolunt~rily associated ourselves together for the purpose of forming a corporation under the laws ofthe Republic of the Philippines.

ANDWE HEREBYCERTIFY:

FIRST:'The name of the corporation shall be:

SUN LIFE PROSPERITY GS FUND, INC.

SECOND: That the purposes for which said corporation is formed are:

, PRIMARYPURPOSE 14To issu~ its own securities and offer them for sale to the public, t offer for sale, or deliver after sale,any secu.rity or any interest in a security, whether issued by it or b another person, to invest, reinvest,or trad~ in securities, to purchase, redeem, retire, or otherwi acquire or attempt to acquire anysecurity! and while the owner thereof, to exercise all the voting rights and incidents of ownership,includir\.gthe right to vote the same and to receive, collect, and dispose of the interest, dividends, andincomeltherefrom, to do any and all things which may be useful in connection with or incidental to theconduct of such business, and generally to carry on the business of an open-end investment companyin all th~ elements and details thereof.

SECONDARYPURPOSES

t To exercise in respect of all shares of stock and/or other ecurities from time to timeowned ~nd held by and for its account, either directly or through a nomi ee, any and all rights, powersand pri-(,jlegesof individual ownership or interest therein, including t right to vote thereon for anyand all purposes or otherwise act with respect thereto, to receive, collect and dispose of the interests,dividenas and income therefrom and to do any and all acts and things for the preservation,improvement enhancement in value of such securities or designed to accomplish any such purpose,includiI1gwithout limiting the generality of the foregoing, the power (i) to aid by loan, subsidy, surety,

guaranty or otherwise, those issuing, creating or responsible for any such securities; (ii) to acquire orbecome interested in any such securities by underwriting, syndicate participation or otherwise; (iii) toconsent to the reorganization, merger, or consolidation of any company or to consent to the sale orlease of all or substantially all of the property and assets of a company to any other company; (iv) toexchange any of the shares of stock of any company for the shares of s ck issued therefor upon anysuch reorganization, merger, consolidation, sale or lease; (v) to pay y assessments and exercise anysubscriptions for shares of stock of a company which it may be required or permitted to payorexercise as the holder of any shares of any company; (vi) to exercise any option which it may havecompany to convert such shares into or exchange such shares into or exchange such shares forother shares of any company; and (vii) generally to exercise in respect of all shares of all companiesall such rights, powers and privileges as are or may be exercised by any person owning such shares inhis own right;

2. To issue, sell and dispose o~, redeem, acquire and hold or re-issue or cancel, as theBoard of Directors may determine, the shar of its own capital stock in such amounts, on such termsand conditions, for such purpose and for s ch prices as now or hereafter may be permitted by the lawsof the Philippines, by these Articles ofIncorporation and the By-Lawsof the Corporation;

3. To employ or inv~s its funds from time to time by deposit in any bank or trustcompany in good standing or in I ns or in such other forms or investment pursuant to its investmentspolicies as well as to the applicab e laws and regulations;

4. To acquire or 0 tain from any government authority, national, municipal or otherwise,or any corporation, comp y, entity or person, such franchises, licenses, rights, privileges, orconcessions which may b conductive to the attainment of any of the objects and purposes of thecorporation;

5. To apply fo , register, hold, sell, assign or otherwise dispose of trademarks, tradenames,patents, inventions, form late, and processes used in its products;

6. To borrow or raise money necessary to meet the financial requirements of thecorporation by the issuance of bonds, promissory notes, and other evidences of indebtedness, and tosecure the repayment thereof by mortgage, pledge, deed of trust or lien upon the properties of thecorporation, or to issue, pursuant to law, shares of the capital stock, debentures, bonds, warrants,notes, ot other evidences of indebtedness in payment for the properties acquired by the corporation orfor money borrowed in the prosecution of its business.

"7. To deal in and with the properties of the corporation in such manner as may from timeto time. be considered necessary for the advancement of the business interest of the Corporation,including contracting advisory services of an asset management company to execute any and all ofthe objectives of the Corporation, and to sell, transfer, dispose of or transfer the business, goodwill,properties and undertakings of the corporation or any part thereof for such consideration and undersuch terms as it shall see fit to accept under the circumstances.

8. To carry on any other lawful business whatsoever which may seem to the corporationcapable of being carried on in connection with the foregoing purposes and powers, or calculateddirectly or indirectly to promote the interest of the corporation or to enhance the value of its properties,

and to have, enjoy, and exercise all the rights, powers, and privileges which are now or which mayhereafter be conferred upon similar corporations organized under the laws of the Republic of thePhilippines.

9. The foregoing clauses shall each be construed as purposes and powers and the mattersexpressed in each clause or any part of the any clause shall in no wise be limited by reference to orinference from any other clause or any other part of the same clause shall be regarded as independentpurposes and powers, and the enumeration of specified purposes and powers shall not be construed tolimit OF restrict in any manner the meaning of the general purposes and powers of the corporation norshall the expression of one thing be deemed to exclude a er, although it be of like nature, notexpress~d. Likewise, the purpose and powers specified ein shall not be regarded in any manner asa limitation of the powers granted or allowed to d exerciseable by this corporation under theCorporation Lawand other statutes of the Republic of the Philippines.

lHIRD: 1bat the place where the principal office of the Corporation is to be established or located is atthe Sun LifeCentre, 5th Avenue corner Rizal Drive, Bonifacio Global City, Taguig City, Philippines. (Asamended on 20 November 2015).

The corporation may establish and maintain br~~~fices or agencies elsewhere in the Philippines orin other countries whenever warranted by the e/"_cies of its business.

FOURtH: That the term of which said corporation is to exist is fifty (SO) yeas from and after the dateof its incorporation.

FIFTH: That the names, nationalities and residences of the incorporators are as follows:

NAME.

Esther C. Tan

Caesar P. Altarejos, Ir.Raoul Littaua

Rizalin;\ G. Mantaring

Roy Emil S.Yu

NATIONALI1Y

Filipino

FilipinoFilipino

Filipino

Filipino

RESIDENCE

#16 Hombill cor. Lark Sts. GreenmeadowsSubdivision, Quezon City104 Gomez Place, Ayala Southvale, Bacoor, CaviteBlk.4 Lots 11 & 13, Donnaville BFResortLasPiiias City12 Vicente Lim Street, Ayala Heights, Old Balara,Quezon CityMonaco St.,Vista Real assics, CommonwealthAvenue, Quezon City;

SIXTH: That the number of directors of said corporation shall be ve (5), at least one (1) shall be anindepeljdent director, provided that if the number of directors shall be increased, the number ofindependent directors shall likewise be increased to at least two (2) independent directors or to anumber equivalent to at least twenty percent (20%) of its board size, whichever is lesser, and thenames, :nationalities and residences of the directors of the corporation who are to serve until theirsuccessors are elected and qualified as provided by the By-Laws,are as follows:

NAME

Esther C. Tan

Caesar P. Altarejos, Jr.Tony Tan CaktiongErlinda S. Echanis

Jose Faustino

NATIONALIlY

Filipino

FilipinoFilipinoFilipino

Filipino

RESIDENCE

#16 Hornbill cor. Lark Sts. GreenmeadowsSubdivision, Quezon City104 Gomez Place, Ayala Southvale, Bacoor, Cavite6/F Jollibee Centre, San Miguel Ave.,Pasig CityOffice of the Dean, College of BusinessAdministration, U.P. Diliman, Quezon CityAsian Institute of Management, 123 Paseo deRoxas St., LegaspiVillage,Makati City

SEVENTH: (a) That the capital stock of said corporation is TEN LLION PESOS (PhP 10,000,000),Philippine Currency, and said capital stock is divided into ON . ILLIONSHARES(1,000,000,000) ofthe par value of ONE CENTAVO(PhP 0.01) per shareI

(b) That the holder of any share of stock of the Corporation upon its presentation to theCorporation or to any of its duly authorized representatives, is entitled to receive by way of redemptionapproximately his proportionate share of the Corporation's current net assets or the cash equivalentthereof"i.e., the current net asset value, subject to existing laws and the By-Lawsof the Corporation;Provided, however, that no such redemption may be made unless the remaining unimpaired capitalof the Corporation shall be at least P1,000,000.00 or 50% of its outstanding liabilities to the creditorsof the Corporation, whichever is higher; Provided, further that redemption may be suspended duringany of the periods specified under the By-Lawsand under any applicable laws and regulations.

(c) Whenever the Corporation initiates a change in the asset management companyprovidiI,Igthe advisory services, shareholders will have the right to redeem within 7 days their sharesfree of any fees and/or charges during a period of Forty-five (45) days after the change in assetmanagep1ent company is effected at least at the net asset value prevailing on the day in which thenew asset management company takes over the management of the fraud.

(d) No stockholder shall, because of his ownership of stock, have a pre-emptive or other rightto purchase, subscribe for, or take any part of any stock or of any other securities convertible into orcarrying options or warrants to purchase stock of the Corporation. Any part of such stock or othersecurities may at any time be issued, auctioned for sale, and sold or disposed of by the Corporationpursuan,t to resolution of its Board of Directors, to such Pjrson and upon such terms as may to suchBoard seem proper, without first offering such stock or se rities or any part thereof to existingstockholders.

EIGHT:. That the amount of said capital stock which has been actually subscribed is FIVEHUNDREDTI-IOUSftND PESOS (P500,000.00) and the following persons have subscribed for the numberof shar,>sand amount of capital stock set out after their respective names:

1As amel)ded by at least a majority of the Board of Directors during their meetings on 24 May 2010 and 19 December2011 and by at least 2/3 of the outstanding of capital stock during the Annual Stockholders Meeting on 27 June 2011.

NAME NATIONALIlY No. of Shares Subscribed AxoountSubscribed

Sun Life of Canada Canadian 49,999,992 499,999.92(Philippines), Inc.Esther ci Tan Filipino 1 .01Caesar n.Altajeros, Ir. Filipino 1 .01Tony Tan Caktiong Filipino 1 .01Edinda S. Echanis Filipino 1 .01lose FauStino Filipino 1 .01Raoul Lihaua Filipino 1 .01Rizalina Mantaring Filipino 1 .01Roy EmiliS. Yu Filipino 1 .01Total 50,000,000 500,000

NINTH: That the following persons have paid on the shares of capital stock for which they havesubscribi'd the amounts set out after their respective names:

NAME NATIONALI1Y Axoount Paid AdditionalPaid In

Sun Life of Canada Canadian 499,999.92 49,500,000.00(Philippines), Inc.Esther C Tan Filipino ;01 0.00Ceasar p,. Altarejos, Ir. Filipino .01 0.00Tony Tah Caktiong Filioino .01 0.00Erlinda S. Echanis Filipino .01 0.00lose Faustino Filipino .01 0.00Raoul Li~taua Filipino .01 0.00Rizalina jMantaring Filipino .01 0.00Roy EmiliS. Yu Filioino .01 0.00Total 500,000 50,000,000.00

TENTH: That Ceasar P. Altarejos, Ir. has been elected by the subscribers as Treasurer of theCorporation to act as such until his successor is duly elec d and qualifies in accordance with the By-Laws, arid that as such Treasurer, he has been authorized receive for the corporation, and to issue inits nam~ receipts for all subscription paid in the subscrib s.

-,:.

ACKNOWLEDGMENT

qi,~~~_ ES[ffifRC. TAN (lP~

RAOUL ANTONIO E. LITT/

/

IN WITNESS WHEREOF, we have hereunto sel our hands on this 13" day of October 2004 at! Makati City.

.all known to me "and to me known to be the same persons who executed the foregoing instrument andacknowledged to me that the same is their free and voluntary act and deed.

Personalll came and appeared before me, the following persons with the documents identifying their!identity, at the 30 Floor, CltibaIlk Tower, 8741 Paseo de Roxas, Makati City:

tober 2004.

Government IssuedIdentification Card

Details

i'lL No. N09.-70-O02986expiry date: 02,05-2006IlL No. NII-83410649 expiry date: 11-02-2005DL No. NOI-88-080204 expiry date: 05-3.0.2.0.06DL No. Nl~.82.035812 expiry date: 10-29-2.005

.

1e~A .m LLE ANN .U.• JUf.If

Co ., iOn No. M-739NQwy .bile lor Makali CI~

UntilDecembet 31, 200430th Floor. CltiblInk Tiiwer

8741 _ de ROiU, ••••. t1 ClIY_ .: ROB""lli.41505 .mNil 70133U 1(06/04 MalaotlCIty

tAPNo. 59312. 1/15(04 1'Il0lc :":'

CTC J:'Io. and Date andPlace of Issue

0266487~26-20040Il09768104-22-20041P e02514056/06-08-2004/M Ii City2327279112.21-2004/Qu on City

Name

. . "WITNESS MY HAND, at the place above-written, on tms 13 day 0

iEsther C. TanICaesar.P. Altarejos, Jr.IRaoulAntonio E. Lilt,"a!RizalinaG. Mantaring

,

bDc.No. ,~Page No. 01;)~okNo. !IT.Series .of 2004

fCo I,F.~ REPUBLIC OF THE PIllLIPPINES),r Makati City )S;S.

l'i~~~.,,I,,1,I

f,11f

fIr,

'.

j IN WITNESS WHEREOF, we have hereunto set our hands on this 14. day of October 2004 at Makatiii City. .,,

ACKNOWLEDGMENT

r REPUBLIC OF TIlE PIllLIPPINES)? M~katiCity )S.S.

;

WITNESS MY HAND, at the place above.written, on this 14'h day of October 2004.

, Personalll,came and appeared before me, the following person with the documents identifying hisidentity, at the 30 Floor, Citibank Tuwer, 8741 Paseo de Roxas, Makati City:

alliknown to me and to _me known to be the same persons who executed the foregoing instrument. andad~nowledged to me that the same is their free and voluntary act and deed.,

'-WC~ATTY. MICHELLE Aim U. J11All

Commission No. M-739NotaIy PubUc for Makati City

Until December 31. 200430th F1oor, Citibank Tower

874 J Paseo de RoXliis>Mlikati CiqRoU N•. 48505

".,." N~ 701331 J 1106/04 Makati City". e-, l\J_~. :;~~ 1 1~ 1/ ••••5/04 'Pasig C"itv

Government IssuedIdentification Card

DetailsGG500977/12"()1-2000lPhilippines

CTC No. and Date andPlace of Issue

02661339/05"()3-2004/Manila

Namei.

Roy Emil S. Yu

Dot-No. 3/~Pade No. O~~BodkNo. !![Series of 2004

IIIl

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REPUBLICOF THE PHILIPPINES IQUEZON ern IS.S.

DIRECTOR'S CERTIFICA

KNOW ALLMEN BYTHESE PRESENTS:

...,- t"\ ("'CHA.NGt cOMrJltl))ION'-'CURITIl> ANI, c ..~.. ,,:~MO.CFPD

rMAR 0 9-20,61\-.-~...." .-. - -"

We, the undersigned, being the majority of the members of the Boar irectorsand Assistant Corporate Secretary of SUN LIFE PROSPERITY GS FUND, INC. (the"Corporation"), after being sworn to in accordance with law, do hereby certify that theaccompanying document, attached as Annex "A," is a true and correct copy of theAmended Articles of Incorporation of the Corporation embodying amendment, incompliance with SECMemorandum Circular NO.6, Series of 20 14, of the Third Article tostate the specific principal office address. Said amendment was duly approved andadopted by a majority of the Board of Directors during a special meeting on 29 April2014 and by at least 2/3 of the issued and outstanding capital stock of the Corporationduring the continuation of the annual stockholders' meeting on 20 November 2015.

In accordance with the foregoing resolution, the undersigned certify that the ThirdArticle of the Articles of Incorporation shall be amended as follows:

"THIRD: That the place where the principal office of the Corporation is to be establishedor located is at the Sun Life Centre, 5th Avenue corner Rizal Drive, Bonifacio Global City,Taguig City, Philippines. (As amended on 20 November 2015)"

INWITNESS WHEREOF, we have hereunto set our hands this FEB 0 1 2016:III QUEZON CIT.

~c.~BENEDICTO C. SIsON

DirectorTIN 304-968-236

1

~1J.~VALERIEN. PAMA

DirectorTIN 106-906-963

•

•

MELITO S. SALAZAR,JR.Director

TIN 109-818-555

MARIACE~ SORIAAssistant Corporate Secretary

TIN 908-911-456

ost:&~SDirector

TIN 136-623-569

SUBSCRIBED AND SWORN to before me this FEB 0 1 2016 atQUEZON err) affiants having exhibited to me competent evidence of their identity

as follows:

Name PassDort No. Date/Place IssuedRizalina G. Mantaring EC5964028 13 Nov. 2015 /ManilaBenedicto C. Sison EB5670334 16 Jun. 2012/PCG San FranciscoValerie N. Pama EB6184455 23 Aug. 20 12/ManilaMelito Salazar EB7979636 26 April 20 13/ManilaOscar S. Reyes EB8380979 13 June 2013 / ManilaMaria Cecilia V. Soria EC2765788 14 Nov. 2014/ Manila

Doc. No. 4/4"Page No. _~_,BookNo.~/JSeries of 2016. /

2

ATI~IONOTARY PUBLlC

Np-89 (2015-2016) CommlSi""n Expires Dec. 31, 2016Roll of Attorneys No. 22172

IBP OR 1017229, 1/4/16, Qw'z,n-l CityPTR No. 2143]46,1/4)16, Quezon City

TIN I06-,n8-887MCLE IV-Compliance No, 000630,6/19113

fUn..326 DOlla Consolacion Bldg. Cubao"Quezon City

/,

REPUBLICOF TIlE PHILIPPINES ICITYOFQ~8N CITY IS.S.

SECRETARY'SCERTIFICATE

I, MARIA CECILIA V. SORIA, of legal age, Filipino, and with office address at the6th Floor, Sun Life Centre, 5th Avenue corner Rizal Drive, Bonifacio Global City, TaguigCity, after having been duly sworn, depose and state that:

1. I am the Assistant Corporate Secretary of SUN LIFEPROSPERITYGSFUND, INC., a corporation duly organized and existing under and by virtue of thelaws of the Republic of the Philippines, with principal office at the Sun LifeCentre, 5th Avenue corner Rizal Drive, Bonifacio Global City, Taguig City,Philippines.

2. To the best of my knowledge, no action or proceeding has been filedor is pending before any court that involves an intra-corporate dispute and/orclaim by any person or group against the Board of Directors, individual directors,and/or the top corporate officers in their capacity as elected and/or appointedofficers.

I hereby attest to the truthfulness of the foregoing by affixing my signaturehereunder on the date and at the place indicated below.

MARIACE~ORIAAffiant

SUBSCRIBED AND SWORN to before me thisexhibiting to me her competent evidence of identity,issued on 14 November 2014.

FEB 0 1 2016 , affiantwith Passport No. EC2765788

Doc. No. 2.f3PageNo.~BookNo.~//Seriesof2016. /

ATfY. RAMON '". CARPIONOTARY PUBLIC

Np-89 (2015-2018) Comm",inn bpire, Dec. 31, 2016Roll of Att.orn£ys No, 22172

IBP OR 10 172.29, 1/4/16, quez,,,, CityPIll No. 2148146, 1/4/16, Quezon City

TIN 106-918-897MCLE IV-Compliance No, 000630, 6119/13

Hm. 326 Dalla Con""laalon Bldg. Cu.bao, Quezon Cit»

No. 02242016-520628

Title: SEC i-Report

.'

Republic or tile Phillpplnes. DEPARTMENT OF FlNANCE .,.

e SECURITIES & EXCHANGE CO:MMISSION .SEC Building, iIDSA,Greenlims

CIt), of Mllildaluyolig, 1554

I

PAYMENT ASSESSMENT FORM:.,~ >-

Page lof I

DATE' RESPONSIBILITYCENTERb2/24/2016 (DEPARTMENT) CRMD

PAYOR: SUN LIFE PROSPERITY GS FUND, INC, .

TAGUIGCITY .

,I NATUREOFCOLLECTION ACCOUNTCODE AMOUNT

lR.FfA08231 .131 10.00AMENDED ARTICLES 606 500.00

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TOTAIlAMOUNTTO BE PAIDPhp 510.00

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http://150.150.150.130:8686/secireportiepaymentldownloadforms.sx 2/24/2016

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REPUBLIC OF THE PHILIPPINESSECURITIES AND EXCHANGE COMMISSION

SEC Building, EDSA, Greenhills,City of Mandaluyong, Metro Manila

CORPORATE STATUS OF THE APPLICATION FOR AMENDMENT

Date:SEC Registration No, :Company Name:

Entity Type:Printed by:

24 February 2016CS200417430

SUN LIFE PROSPERITYGS FUND, INC.

Stock Corporation; With secondary licenseBlessilda E. Arceo

Depa ment Status Remarks DateCRM

CMD . Cleared . Feb 23 2016CRRD Cleared Feb 23 2016FJl1AD Cleared Feb 23 2016

L~ Cleared Feb 23 2016EOs Cleared Feb 23 2016

. S( s Cleared . Feb 23 2016 .EIPD Cleared Feb 23 2016CGF Cleared Feb 23 2016MSR Cleared Feb 23 2016OGC' Cleared Feb 23 2016

i

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I,

Republic of the PhilippinesDepartment of Finance

Securities and Exchange CommissionSEC Bldg. EDSA, Greenhills, Mandaluyong City 1554

CORPORATE GOVERNANCE AND FINANCE DEPARTMENT

MEMORANDUM

FOR

FROM

: THE COMPANY REGISTRATION AND MONITORINGDEPARTMENT

: CORPORATE GOVERNANCE AND FINANCE DEPARTMENT: Licensing Division

fUBJECT : SUN LIFE PROSPERITY GS FUND, INC.

fATE : February18, 2016

I .. Respe...CtfUilYforwarded to your Department are the Amended Articles of Incorporation~aniendihg the 3,d Article re: change in office address) of SUN LIFE PROSPERITY GSFUND, INc, With the information that we interpose no objection thereto.

JUSTI A . CALLANGANDirector

juls/021816

/

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COVERSItEET

~J:I2I:ill:illSEC Il!eritificatioti Number

I,.

(Business Address: No. Street Citvrrown/Province)

MARIA CECILIA V. SORIA-.,.. onlaet erson

[ill CilIIMonth Day

(Fiscal Year)

IDept Requiring this Doc.

1 1Total No. of Stockholders

Amended Articles of Incorporation

(Form Type)

(Secondary License Type, If Applicable)

555-8888 14c. 50 i4. JCom an Tele hs'ne Number

4th MO~DA Y OF JUNEMonth Day

[, (Annual Meeting)

[I AmendedArtJ~s Numb"/Sechon

d'OTorrQWiog,Domestic Foreign

....., , .To be accomplished by SEC Personnel concerned

File Nurilber

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AMENDED ~-ARTICLESOF INCORPORATION

OF

SUN LIFEPROSPERITI GS FUN~~-

KNOWALLMENBYTHIS PRESENTS:

THATWE, all of legal age, and majority of whom are resid of the Philippines, have this dayvoluntarily associated ourselves together for the purpose 0 orming a corporation ~nder the laws ofthe Republic df the Philippines.

ANDWEHEREBYCERTIFY:

FIRST:The name of the corporation shall be:

SUN LIFEPROSPER/TI GS FUr.

SECOND: That the purposes for which said corporation is formed are:

PRIMARYPURPOSE / .

To issue its own securities and offer them for sale to the p)l6lic, to offer for sale, or.~eliver after sale,any security or any interest in a security, whether issued by it or by another person, te, invest, reinvest,or trade in securities, to purchase, redeem, retire, or otherwise acquire or attemp't to acquire anysecurity, and while the owner thereof, to exercise all the voting rights and incidents of ownership,including the right to vote the same and to receive, collect, and dispose of the interest, dividends, andincome therefrom, to do any and all things which may be useful in connection with or incidental to theconduct of such business, and generally to carry on the business of an open-end investment companyin all the elements and details thereof.

SECONDARYpun~

1. To exercise in respect of all shares of Slk:::~or other securities frdm time to timeowned and held by and for its account, either directly or through a nominee, any and all rights, powersand privileges of individual ownership or interest therein, including the right to vote thereon for anyand all purposes or otherwise act with respect thereto, to receive, collect and dispose of the interests,dividends and income therefrom and to do any and all acts and things for the preservation,improvement enhancement in value of such securities or designed to accomplish any such purpose,including without limiting the generality of the foregoing, the power (i) to aid by loan, subsidy, surety,

---~- ~ -------....,]'it

, .•guaranty or otherwise, those issuing, cr tting or responsible for any such securities; fii) to acquire or

become interested in any such secu . 'es by underwriting, syndicate participation or Githerwise;(iii) toconsent to the reorganization, m ger, or cOnsolidation of any company or to cons~nt to the sale orlease of all or substantially all of the property and assets of a company to any other~ompany; (iv) toexchange any of the shareS of stock of any company for the shares of stock issued tl1erefor upon anysuch reorganization, merger, consolidation, sale or lease; (v) to pay any assessmentsiand exercise anysubscriptions for shares of stock of a company which it may be required or permitted to payorexercise as the holder of any shares of any company; (vi) to exercise any option which it may havecompany to convert such shares into or exchange such shares into or exchang~ such shares forother shares of any company; and (vii) generally to exercise in respect of all shares of all companiesall such rights, powers and privileges as are or may be exercised by any person ownirlg such shares inhis own right; j

2. To issue, sell an Clisposeof, or redeem, acquire and hold or re-issue ,or cancel, as theBoard of Directors may deter ine, the shares of its own capital stock in such amounts, on such termsand conditions, for such pu pose and for such prices as now or hereafter may be permitted by the lawsof the Philippines, by these Articlesof Incorporation and the Sy-Lawsof the Corporation;

3. To employ 4":nvest its funds from time to time by deposit -in any bank or trustcompany in good standi~~ i~ loans or in such other forms or investment pursuant \0 its investmentspolicies as well as to the applicable laws and regulations; J

;j

4. To acquire or opfain from any government authority, national, municipal or otherwise,or any corporation, comg.a1ly, entity or person, such franchises, licenses, rights, privileges, orconcessions which may be conductive to the attainment of any of the objects andlpurposes of thecorporation;

5. 'Yo a~or, register, hold, sell, assign or otherwise dispose of tradem~rks, tradenames,patents, inventions, formulate, and processes used in its products; ~

6. To bL or raise money necessary to meet the financial reqJrements of thecorporation by the issuance of bonds, promissory notes, and other evidences of indebtedness, and tosecure the repayment thereof by mortgage, pledge, deed of trust or lien upon the properties of thecorporation, or to issue, pursuant to law, shares of the capital stock, debentures, bonds, warrants,notes, or other evidences of indebtedness in payment for the properties acquired by tl1ecorporation orfor money borrowed in the prosecution of its business.

7. To din and with the properties of the corporation in such manner as may from timeto time be considered necessary for the advancement of the business interest of t.he Corporation,including contracting advisory services of an asset managementeompany to execute-any and-all ofthe objectives of the Corporation, and to sell, transfer, dispose of or transfer the bU!Siness,goodwill,properties and undertarin "of the corporation or any part thereof for such considera~l_ian and undersuch terms as it shall see t to accept under the circumstances..!

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j8. To carry on any other lawful business whatsoever which may seem to the corporation

capable of being carried on in connection with the foregoing purposes and powerS, or calculateddirectly or indirectly to promote the interest of the corporation or to enhance the value'of its properties,

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and to have, enjoy, and exercise all the rights, powers, and privileges which are now, or which mayhereafter be conferred upon similar corporations organized under the laws of the: Republic of thePhilippines, ;

/ i0/The foregoing clauses shall each be construed as purposes and powers:iand the matters

~xpressed in each clause or any part of the any clause shall in no wise be limited ~'yreference to orInference from any other clause or any other part of the Same clause shall be regarded as independentpurposes and powers, and the enumeration of specified purposes and powers shall not be construed tolimit or restrict in any manner the meaning of the general purposes and powers of the;corporation norshall the expression of one thing be deemed to exclude another, although it be orc like nature, notexpressed, likewise, the purpose and powers specified herein shall not be regarded ij;\any manner asa limitation of the powers granted Of allowed to and exerciseable by this corporation under theCorporation Lawand other statUtes of the Republic of the Philippines,

THIRD: That the lace where the rinci al office of the Cor or IOnis to be established or located is atthe Sun LifeCentre, 5th Avenue corner Rizal Drive, Bonifacio lobal City, Taguig City!Philippines, (Asamended on 20 November 2015).

The corporation may establish and maintaiJ¥branch offices or agencies elsewhere in the Philippines orin other countries whenever warranted by{he exigencies of its business. ' .

FOURTH: Thatthe term of which said corporationjrt6exist is fifty (50) yeas from ~nd after the dateof Its incorporatIOn, t" :;

FIvrH: That the names, nationalities and residences of the incorporators are as followk:, .!

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NAME NATIONALITY RESIDENCE

FilipinoFilipino

Filipino

Filipino

FilipinoIRoy Emil S,Yu

Esther C.Tan /

Caesar P, Altarej06r.Raoul Littaua /

Rizalina G. Mantaufig

, r#16 HQrnbill COL LarkSts, GreenmeadowsSubdivision, Quezon City:lO4,,~mez Place, AyalaSouthval~, Bacoor, CaviteBlk 4 Lots 11 & 13, Donnaville BFResortLa~'Pii'iasCity ;.12 Yi~enteLim Street,Ayala Heights, Old Balara,Qtf~e2zo'City .Mo co St, Vista Real Classics, CommonwealthAv ue, Quezon City... ':/

SIXTH: That the number of directors of said corporation shall be~ at least on~ (1) shall be anindependent director, provided that if the number of directors shall be increased;' the number ofindependent directors shall likewise be increased to at least (2) independent directors or to anumber equivalent to at least twenty percent (20%) of i 'oard size, whichever i* lesser, and thenames, nationalities and residences of the directors of e corporation who are to ;serve until theirsuccessors are elected and qualified as provided by the By-Laws,are as follows: ~

t,j,i

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NAME NATIONALIIT RESIDENCE {\

Filipino/

F'l" /I IpInOFilipino~Filipino i'

Filipino/

Esther C.Tan

Jose Faustino

Caesar P.Altarejos, Jr.Tony Tan CaktiongErlinda S. Echanis

# 16 Hornbill cor. Lark Sts. GreenmeadowsSubdivision, Quezon City (104 Gomez Place,Ayala Southvale, Bacoor, Cavite6/F Jollibee Centre, San Miguel M.e., Pasig CityOffice of the Dean, College of BusinessAdministration, U.P. Diliman, Qu;ezon CityAsian Institute of Mrnage . ent, q3 Paseo deRoxas St., LegaspiVill e, Makati City

,SEVEN~H: (a) That. the capital st?C.kof said c?rporation is TENMILLI~N PE OS (~hP 10,000,000),Phllippme Currency, and said capltalafcick IS diVIdedmto ONE BILLION ARES(liOOO,OOO,OOO)ofthe par value of ONE CENTAVO(Pl1P0.01) per share.' . .

~

)hat the holder of any share of stock of the Corporation upon its presentation to theCorporaf n or to any of its duly authorized representatives, is entitled to receive by way of redemptionapproxi ately his proportionate share of the Corporation's current net assets or the cash equivalentthereof, i.e., the current net asset value, subject to existing laws and the By-Lawsoflhe Corporation;Provided, however, that no such redemption may be made unless the remaining unimpaired capitalof the Corporation shall be at least 1'1,000,000.00 or 50% of its outstanding liabilitie~ to the creditorsof the Corporation, whichever is higher; Provided, further that redemption may be s\Jspended duringany of the periods specified under the By-Lawsand under any applicable laws and regtilations.

. .(~he~eVer . th~ Corporation. in~tiates a change in the asset. m.anag~ment c?mpanyproVidIng the advIsory services, shareholders Willhave the nght to redeem withIn 7 days their sharesfree of any fees and/or charges during a period of Forty-five (45) days after the; change in assetmanagement company is effected at least at the net asset value prevailing on the d.ilYin which thenew asset ma7€ment company takes over the management of the fraud. ),

(d) ~, stockholder shall, because of his ownership of stock, have a pre-empdve or other rightto purchase, subscribe for, or take any part of any stock or of any other securities convertible into orcarrying options or warrants to purchase stock of the Corporation. Any part of such stock or othersecurities may at any time be issued, auctioned for sale, and sold or disposed of by;the Corporationpursuant to resolution of its Board of Directors, to such persons and upon such terms as may to suchBoard seem proper, without first offering such stock or securities or any part thereof to existingstockholders.

EIGHT: That the a ~. t of s.a.idc.apital stock which h.as be.en a.ctuallys.ubsc..ribed is ~.~IVEHUNDRE.0THOUSAND PES~~~~O,ooo.QO) and the following perspns have subscribed ;for. the numberof shares and amount of capital stock set out after their respective names: "

't\

1As amended by at least a majority of the Board irectors during their meetings on 24 May 20iO arid 19 December2011 and by at least 2/3 of the outstanding 0 apital stock during the Annual Stockholders Meeting or; 27 June 2011.

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NAME NATIONALITY No, of Shares Subscribed Arnount Su'bscribed"

Sun Life of Canada Canadian i49,999,992 499,99~,92

(Philippines), Inc.Esther C. Tan Filipino 1 I ,01Caesar P. A1tajeros, JI. Filipino

.,1 1 ,01

Tony Tan Caktiong Filipino 1 f ,01l

Erlinda S. Echanis Filipino 1 .01Jose Faustino Filipino 1 .01Raoul Littaua Filipino 1 .01Rizalina Mantaring Filipino 1 ,01Roy Emil S, Yu Filipino. 1 ,01Total 50,07 5(jO!~

NINTH: That the following persons have paid on the shares of capital stock for which they havesubscribed the amounts set out after their respective names: !

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TENTH: That Ceasar P, A1tarejos, ]r. has been elected by the~::ibers as Treasurer of theCorporation to act as such until his successor is duly elected and qualifies in accordance with the By-Laws, and that as such Treasurer, he has been authorized to' receive for the corporation, and to issue infc.",m' ",,",pc.(0< '" ,"b'afp,foop,fdfod" "'bmfbm/

NAME NATIONALITY Amount Paid AdditionalPaid'Jri

Sun Life of Canada Canadian 499,999,92 49,5;00,000,00(Philippines), Inc. . ~,Esther C. Tan Filipino ,01 .'0,00Ceasar P, A1tareios, JI. Filipino ,01 '0,00Tonv Tan Caktiong Filipino ,01 jO.OOErlinda S, Echanis Filipino .01 '.;0,00Jose Faustino Filipino ,01 :0,00Raoul Littaua Filipino ,01 ',0,00Rizalina Mantating Filinino ,01 ,0,00Rov Emil S, Yu Filipino ,01 '0,00Total 500,000 50,000,000,00

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IN WITNESS WHEREOF, we have heteunto set our hands on this 13th day of October ~004 at MakatiCity. :

CAESAR P. ALTAREJOS,JR.(Signed)

RAOUL ANTONIO E. LITTAUA,(Signed)

/

RIZALINAG. MANTARING /(Signed),/,

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)Makati City )S.S.

DL No. NII-83.040649 expiry date:

DL No. N09-70-002986 expiry date:

Government Iss~edIdentification Card Details

o 1509768/04-22-2004/Paranaque City

Name

Personally came and appeared before me, the following persons with the doculpentsidentifying their indentity, at the 30th Floor, CitibankTower, 8741 Paseo de Roxas, Malfati City.

/

CTC No, and Date aLdPlace of Issue

02664878/04-26- 004/ManilaEsther C. Tan02-05-2006Caesar P. Altarejos, Jr.11-02"2005Raoul Ahtonio E. Littaua 02514056/06-08-2004/Makati City DL No. NOI-88-080204 expiry date:05-30-2006Rizalina G, Mantaring 23272791/2-21-2004/Qliezon City r'NI6-82-03C,':'812 expiry date'10-29-2005 / '.

all known to me and to me known to be the same persons who executed the foregoing'instrument andaCKnowledged to mell1at tOe same is Their ffee and voluntary act and deed. ;

WiTNESS M/YHAND, at the place above-written, on this 13th day of October 2~p4.

~cNoJ~ aPage No. o~~1Book No. 1\Series of 2004.

IN WITNESS WHEREOF, we have hereunto set our hands on this 14th day of Oct6ber 2004 atMakati City.,

ROY EMIL S. YU(Sigiied)

AckNOWLEDGMENT

REPUBLIC OF THE PBILIPPINES)Makati City )S.S.

Personally came and appeared before me, the following person with the documentsindentifying his identity, at the 30th Floor, Citibaiik Tower, 8741 Paseo de Roxas, Makati City:

Name

Roy Emil S. Yu

CTC No. and DatePlace ofIssue

02661339/0S-03-2004/Manila

Government IssuedIndentific'\i:ion Card

Details

GGS00977 /12-01-jOOO/Philippines

all known to me and to me known to be the same persons who executed the foregoing'instrument andacknowledged to me that the same is their free and voluntary act and deed. \ .

WITNESS MYHAND, at the place above-written, on this 14th day of October 2604,

Doc. No. ) 11,Page No. o~qBook No .•Series of 2004.

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