P RO S P E C T U S
SUN LIFE PROSPERITY
MONEY MARKET FUND, INC.
(Open-end Investment Company)
The Fund‟s shares consisting of One Hundred Million
(100,000,000) Common stock with a par value of
P 0.01 will be offered at current net asset value.
The Shares being offered will be traded over the counter.
Sun Life Asset Management Company,
pany Inc.
Investment Manager and Principal Distributor
15th Floor, Tower 2, The Enterprise Center
6766 Ayala Avenue, Makati City.
Tel. (+632) 849-9888
The Date of this Prospectus is 17 October 2005
This prospectus should be read carefully before investing and retained for future reference.
SUN LIFE PROSPERITY
MONEY MARKET FUND, INC.
(A corporation incorporated in the Republic of the Philippines)
100,000,000 Shares of Common Stock
(Par value of P 0.01 per share)
This prospectus relates to the offer for subscription of the Sun Life Prosperity
Money Market Fund, Inc. (the “Company”) of 100,000,000 shares of its
common stock (the “Offer Shares”) with a par value of P 0.01 per share at an
offer price of the current NAVPS. All of the Offer Shares are being offered (the
“Offer”) in the Philippines through Sun Life Asset Management Company,
Inc. (“SLAMC”).
For a more detailed discussion on the Investment Manager, please refer to the
section entitled “Plan of Distribution.”
The total proceeds expected to be raised by the Offer is P100,000,000.00 at
NAVPS of P1.00. The net proceeds from the sale of securities will be used to
invest in Peso denominated fixed income and other related securities of the
Philippine Government and commercial papers issued by corporations within
the Philippines, certificate of deposits, and other short term instruments. All
proceeds, including the original subscription payments at the time of
incorporation constituting the paid-in capital of the investment company
shall be held by the custodian bank.
For a more detailed discussion, please refer to the section entitled “Use of
Proceeds.”
All of the offered shares are common shares, voting with identical rights and
privileges. The Shares may be owned by any person or entity, regardless of
nationality.
The Shares are eligible for payment of dividends, which depends, among
other factors, upon the Company‟s unrestricted retained earnings, cash flow
and financial condition. Cash dividends and property dividends may be declared
by the Board of Directors and no stockholder approval is required. Dividends
paid in the form of additional shares are subject to approval by both the
Board of Directors and the stockholders representing at least 2/3 of the
outstanding capital stock of the Company at a stockholders‟ meeting called
for such purpose.
Please refer to the section entitled “Dividends.”
The Company shall not participate in any underwriting or selling group in
connection with the public distribution of securities, except for its own capital
stock.
Unless otherwise stated, the information contained in this Prospectus has
been supplied by the Company, which accepts full responsibility for the
accuracy of the information and confirms, having made all reasonable
inquiries, that to the best of its knowledge and belief, there are no material
facts the omission of which would make any statement in this Prospectus
PROSPECTUS: Prosperity Money Market Fund
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misleading in any material respect. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
The Company is organized under the laws of the Philippines. Its principal
office is located at the 15 th Floor, Tower II, The Enterprise Center, 6766
Ayala Avenue, Makati City and its telephone number at this location is
(632) 849-9888.
NO DEALER, SALESPERSON, OR OTHER INDIVIDUAL HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE ONTAINED
CONT IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE FUND OR BY THE
DISTRIBUTOR.
ALL REGISTRATRATION REQUIREMENTS HAVE BEEN MET AND ALL
INFORMATION ONTAINED
HEREIN IS TRUE AND CURRENT.
CONT
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GLOSSARY
“RA 8799”
The Securities Regulation Code
“RA 2629”
Investment Company Act
“RA 9160”
Anti-Money Laundering Act of 2001
“BSP”
Bangko Sentral ng Pilipinas
“Business Day”
A day in which all of the markets where the Fund‟s assets
are traded and open for clearing of funds and trading in
securities, and each business day will end at the hour and
minute when such last exchange closes for trading of
securities for the day.
“Dealers”
Eligible securities dealers that have entered into an
agreement to sell shares with the Fund‟s Principal
Distributor.
“Fund”/
“Company”
Sun Life Prosperity Money Market Fund, Inc.
“NAVPS”
Net Asset Value Per Share
“Money Market
Fund”
The Sun Life Prosperity Money Market Fund, Inc.
“Offer”
The offering for subscription 100,000,000 shares of
common stock with a par value of P 0.01 per share at an
offer price of the current NAVPS
“Peso”/“P”
The currency of the Republic of the Philippines.
“Principal
Distributor”
The Sun Life Asset Management Company who is
the entity mainly responsible for selling the Company‟s
shares
“Registered
Representative”
The Principal Distributor‟s registered representative
legally qualified to sell the Fund‟s shares
“SLAMC”
Sun Life Asset Management Company, Inc.
“SEC”
Securities and Exchange Commission
“Sun Life
Prosperity
Funds”
The funds being managed by SLAMC, specifically,
Sun Life of Canada Prosperity Bond Fund, Inc.; Sun Life
of Canada Prosperity Balanced Fund; Sun Life of Canada
Prosperity Philippine Equity Fund; Sun Life Prosperity
Dollar Advantage Fund; Sun Life Prosperity Dollar
Abundance Fund; and Sun Life Prosperity GS Fund.
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SUMMARY
The following summary is qualified in its entirety by the more detailed information
appearing elsewhere in this Prospectus. Certain terms used herein are defined under
“Definitions.” For a discussion of certain risks to be considered in connection with an
investment in the Shares, see “Risk Factors.”
The Offer
Under the Offer, the Company is offering for subscription 100,000,000 shares
of common stock with a par value of P 0.01 per share starting at an offer price
of the current NAVPS (the “Offer Shares”).
The Offer Shares will represent 100% of the Company‟s issued and outstanding
capital stock of 100,000,000 Shares immediately after completion of the Offer.
See the discussion on “Terms of the Offer” and “The Company” (under
“Pricing of Securities for Sale, Redemption or Repurchase ”) for more details.
The Company
Sun Life Prosperity Money Market Fund, Inc. (the “Company”) is a Philippine
corporation organized on 5 March 2004 under SEC Registration No.
CS200403363. The Company was organized and incorporated in order to
engage in the sale of its shares of stock and in the investment of the proceeds
of these sales in fixed-income and other related investments issued by the
Philippine Government, commercial papers issued by corporations within the
Philippines, certificates of deposit, and other short term Peso denominated
instruments
The investments of the Company will be in Philippine Pesos, and its objective
is to maximize income as is considered consistent with capital protection. The
Company‟s investment category is moderate risk.
Strategy and Plan of Operations
The Fund‟s objective is to generate income in Philippine Pesos consistent
with prudent management of the Fund‟s assets.
Use of Proceeds
The projected net offer proceeds, amounting approximately to P99,821,845*
will be used to finance the Fund‟s investment in Peso denominated fixed
income and other related securities of the Philippine Government and
commercial papers issued by corporations within the Philippines, certificates
of deposits, and other short term Peso denominated instruments. A custodian
bank shall hold the proceeds from the sale of the shares, including the
original subscription payments at the time of incorporation, which constitutes
the original paid-in capital of the Company.
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SUMMARY
*Computed as follows:
Estimated Gross Proceeds
Less: Incorporation/RS Filing Fees
Documentary Stamp Taxes
Publication Fee
P100,000,000
(
154,405)
(
1,250)
(
22,500)
P 99,821,845
Risks of Investing
Prospective investors should carefully consider the matters addressed under
“Risk Factors” before making an investment decision regarding the Offer Shares.
Each of these matters could have adverse consequences to the Company.
These risks include:
the value of mutual funds is not guaranteed
credit and price risks
no guarantee that the strategies of the
Company will work
regulatory changes
mutual funds unlike bank deposits are
not insured with the PDIC
The enumerated risks could adversely affect the redemption value of the
securities for the shareholders resulting in losses should the shareholder redeem
his shares when the NAVPS of the Fund is below his acquisition cost.
Summary Financial Information
The summary financial information based on the financial statements of the
Company since its incorporation is presented below.
Sun Life Prosperity Money Market Fund, Inc.
Summary of Financial Information
(In Thousand Pesos)
For the 6-Month Period July – December 2004
Gross Investment Income
Operating Expenses
Provision for Income Tax
Net Investment Income
As of December 31, 2004
Total Assets
Total Liabilities
Net Assets
2,497
684
557
1,256
81,625
400
81,225
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TERMS OF THE OFFER
Offer Shares
The Company is offering 100,000,000 shares of its
common stock with P 0.01 par value per Share.
Offer Price
The Offer Price per Offer Share is the current Net Asset
Value Per Share.
Voting Rights
Each holder of a Share is entitled to one vote, in person or
by proxy, for each Share held by such shareholder.
Dividends
The Board of Directors of the Company has the power to
fix and determine the amount to be reserved or provided
for declaration and payment of dividends from the
Company‟s unrestricted retained earnings. The amount of
such dividends (either in cash, stock, property or a
combination of the foregoing) will depend on the
Company‟s profits, cash flows, capital expenditure, financial
condition, and other factors. Cash dividends and property
dividends may be declared by the Board of Directors and
no stockholder approval is required. Dividends paid in the
form of additional shares are subject to approval by both
the Board of Directors and the stockholders representing at
least 2/3 of the outstanding capital stock of the Company
at a stockholders‟ meeting called for such purpose.
Eligibility
Both Philippine nationals and non-Philippine nationals can
subscribe to the Offer Shares.
Application
Process
Completed subscriptions received by SLAMC or its
authorized distributors by 12 o‟clock noon on a business
day will be processed at the net asset value per share
(NAVPS) determined by SLAMC at the close of business
that day.
SLAMC reserves the right to reject any specific subscription
or to restrict purchases by a particular investor, for example,
when such purchase is contrary to the best interests of the
other shareholders or would otherwise disrupt the
management of the Fund. This decision will be made within
two business days after receipt of the subscription and, in
the event of a rejection, the subscription amount will be
returned as soon as possible to the investor without interest
and after deducting applicable bank charges.
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TERMS OF THE OFFER
Application
and Payment
The minimum initial investment in the Fund is P10,000.00
and the minimum subsequent investment is P5,000.00.
Shares of the Fund are sold on cash basis only. Installment
sales will not be made.
Shares of the Fund are offered for sale on a continuous
basis at the NAVPS through the registered representatives
and dealers. The dealers and registered representatives are
required to forward to SL AMC the prescribed and
copleted documents to purchase shares of the Fund on
the same business day they are received, through accredited
and recognized dealers and/or modes acceptable to
SLAMC. For purposes of facilitating transactions, the
completed documents may be submitted electronically
through fax or on-line, or any mode of transmittal which
SLAMC may establish and deem acceptable from time to
time.
All payments to be forwarded to and received by SLAMC
should come with and must be supported by the
appropriate documents. Payments must also be forwarded
and received by SLAMC through mediums recognized and
accredited by SLAMC. The investor‟s account will be credited
for the subscription only when the payment is in the form
of cash, cheque or telegraphic transfer. The subscription
will not be processed into the investor‟s account until the
funds have finally cleared through the banking system and
are available to the Fund for investment deployment.
Investors should inquire with their banks the clearing time
required for each form of payment and when their
investments will be available to the Fund.
Applicable bank charges will be deducted from the investible
amount.
In the interest of the investors, SLAMC shall treat and
process local cheque as cleared funds provided that the
investor meets and abides with the criteria set by SLAMC:
1. The value of the local cheque must not be more
than the investor‟s total portfolio in the Fund at
the time of subscription; and
2. The client does not make any redemption from
the Fund prior to the clearing of the local cheque.
In case the cheque investment does not clear the banking
system, SLAMC shall redeem all shares purchased under
the said cheque and redeem from the client‟s account
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TERMS OF THE OFFER
enough shares equivalent to the amount of applicable
bank and penalty charges imposed on SL AMC.
SLAMC reserves the right to revise or discontinue this
arrangement at any time.
Cut-Off Period
If received after 12 o‟clock noon, subscriptions will be
processed at the NAVPS calculated for the next business day.
Denial of
Pre-emptive
Right
No stockholder shall, because of his ownership of stock,
have a pre-emptive or other right to purchase, subscribe
for, or take any part of any stock or of any other securities
convertible into or carrying options or warrants to purchase
stock of the registrant.
Redemption
The minimum redemption amount is P5,000.00, unless
the redemption is part of special arrangements or other
services offered by SLAMC. Shares are redeemable at any
time at their NAVPS. Should the shares of the investor fall
below the minimum maintaining balance of P5,000.00
after a redemption, SLAMC may without prior notice
redeem the remaining shares and pay the proceeds to the
investor. The Fund reserves the right to change the
minimum maintaining balance from time to time as it
deems necessary. Payment upon redemption will be made
either by issuing a cheque to the registered shareholder or
through bank remittance.
Payment made through bank remittance may be subjected
to applicable bank charges, subject to clients‟ arrangements
with their remitting bank. For payment made through
cheque issuance, Investor will receive payment within
seven (7) Banking Days from the date of redemption for
the amount redeemed
Restriction on
Issue and
Transfer of
Shares
Sun Life of Canada (Philippines), Inc. and its nominees
who are the original shareholders of the Company, shall
not be allowed to sell, transfer, convey, encumber or
otherwise dispose of their shares within twelve (12) months
from the registration of the Fund.
Each share of stock of the Fund is a voting stock with voting
rights equal to every other outstanding share of stock.
Like the other members of the Sun Life Prosperity Funds
family, investors who purchase shares of the Fund are
entitled to transfer their investments to other Sun Life
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TERMS OF THE OFFER
Prosperity Peso-Denominated Funds for a maximum of 4
times a year unless specifically restricted in such Fund‟s
prospectus and subject to the provisions of the Fund
governing interfund transfers.
Use of
Proceeds
The projected net Offer proceeds will be used to finance
the Fund‟s investment in Peso denominated fixed income
and other related securities of the Philippine Government
and commercial papers issued by corporations within the
Philippines, certificates of deposits, and other short term
Peso denominated instruments.
Custodian banks shall hold the proceeds from the sale of
the shares, including the original subscription payments at
the time of incorporation, which constitutes the original
paid-in capital of the Company.
Timetable:
Start of Offer
Upon release of the registration
Closing of
Offer
Shares of the Fund are offered for sale on a continuous
basis at the NAVPS through the registered representatives
and dealers. The dealers and registered representatives are
required to forward the new account application and/or
order ticket to purchase shares of the Fund to SLAMC on
the same Business Day they are received.
Issuance of
Stock
Certificate
In the interest of economy and convenience, certificates
of shares will only be issued if so requested in writing by
the shareholder. Because the legal requirements for
replacing lost certificates entail costly and lengthy
procedures, a fee of 1,000.00 per certificate will be charged
to replace lost certificates.
Shareholders are given official receipts and confirmation
slips upon subscription. Shares are recorded on a stock
register by SLAMC, and shareholders who do not elect to
receive certificates have the same rights of ownership as if
certificates had been issued to them.
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RISK FACTORS
Prospective investors should consider carefully before investing the factors set forth
below as well as and in conjunction with the other information contained in this
Prospectus in evaluating an investment in the Shares.
There are many potential advantages to investing in mutual funds. However, investors
also need to be aware of the risks in order to make informed investment decisions.
Below is a summary of some of the risks and their potential effect on the investor.
Returns of the Fund are not guaranteed, and there is a risk that the Fund might not
achieve its investment objectives.
INTEREST RATE RISK:
Bonds are bought and sold continuously. Depending on market conditions
and prevailing interest rates, the Fund may sell its assets for a price lower
than for what it purchased it, thus suffering losses. These would be reflected
as a lower NAVPS possibly resulting in a decrease in the value of the
investment. The Fund may sell its assets at a price lower than its acquisition
cost because the Fund manager needs cash to pay redemptions or would
like to take advantage of better investment opportunities.
CREDIT RISK:
The Fund can lend to private corporations to increase the yields either by
purchasing bonds or accepting a promissory note. However, when it does
lend to private corporations, it accepts the possibility that the borrower may
not be able to repay the loan amortization and / or principal. When this
happens, the Fund would lose money because the loan would not be worth
much as an asset, and this would result in the drop of the NAVPS.
LIQUIDITY RISK:
The Fund is usually able to service redemptions of investors within 7 business
days after receiving the notice of redemption by paying out redemptions
from available cash or near cash assets. When redemptions exceed these
liquid holdings, the Fund will have to sell securities, and during periods of
extreme market volatility, the Fund may not be able to find a buyer for such
assets. As such, the Fund may not be able to generate from sale of assets
enough cash to pay for the redemptions within the normal 7-day period.
REGULATORY RISK:
The Fund‟s operations are subject to various regulations affecting accounting
of assets and taxation, for example. These regulations do change, and as a
result, investors may experience lower investment returns or even losses
depending on what such a regulatory change entails. For example, higher
taxes would lower returns, and a mandated precautionary loan loss provisions
could result in the Fund experiencing a loss in the value of assets.
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RISK FACTORS
DILUTION RISK:
The Fund is an open-ended fund. This means that investors may effectively
subscribe any amount of shares of the Fund. As such, the investor incurs the
risk of his investments being diluted as other investors subscribe to shares.
As the investor‟s holdings are diluted, the influence he can exert over the
control and management of the Fund decreases proportionally. In addition,
the investor expressly waives any pre-emptive rights.
TRACK RECORD:
The Fund is not yet in operation. As such, it cannot show yet a track record of
the investment performance.
NOT INSURED
:
The investor should be aware that his investment in the Fund is not insured
with the Philippine Deposit Insurance Corporation. The Fund Manager is
prevented by law to guarantee any return.
The Company may use various techniques to hedge investment risks.
The Fund upholds its policy of investing only in high-quality fixed income
securities issued by the Philippine government and short-term commercial
papers issued by prime high credit quality Philippine companies which meet
the standards set by the Fund Managers.
The Fund Managers exert best efforts to anticipate events that would negatively
affect the value of the Fund‟s assets and take appropriate actions. However,
there is no guarantee that the strategies will work as intended. As a result an
investment may, at any time, be worth less than when you purchased it.
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USE OF PROCEEDS
The proceeds from the sale of the securities shall be invested in Peso
denominated fixed income and other related securities of the Philippine
Government and commercial papers issued by corporations within the
Philippines, certificates of deposits, and other Peso denominated shortterm instruments.
The Fund‟s investment manager shall be guided by the Fund‟s Investment
Policies and Legal Limitations.
All proceeds from the sale of shares and securities, including the original
subscription payments at the time of incorporation constituting the paid-in
capital of the investment company shall be held by the custodian bank.
The Company shall not engage in lending operations and shall not make
loans to other interested persons such as the members of the Board of Directors,
officers of the Company and any affiliates or affiliated corporations to the
Company.
Expenses to be eventually charged to the Fund include, but are not limited to,
Incorporation Filing Fees, Documentary Stamp Taxes, and Registration
Statement Fees.
As of March 31, 2004, the estimated net proceeds to be raised by the Offer is
P99,821,845.00.
DETERMINATION OF
OFFERING PRICE
The Offer Price will be the NAVPS as at the end of the day. NAVPS is
computed by dividing net assets (total assets less total liabilities) by the total
number of shares issued and outstanding, plus the total number of units
outstanding due to DFFS and for conversion to shares, if any, as of the end of
the reporting day.
Completed subscriptions received by SLAMC or its authorized distributors by
12 o‟clock noon will be processed at the net asset value per share (NAVPS)
determined by SLAMC at the close of business that day . If received after 12
o‟clock noon, subscriptions will be processed at the NAVPS calculated for the
next business day.
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CAPITALIZATION
The Fund has approximately 152 shareholders as of September 30, 2005.
The authorized capital stock of the Company is P 1,000,000.00 and said
capital stock is divided into 100,000,000 shares of the par value of P 0.01
per share. The subscription and paid-up capital of the Company upon
incorporation are detailed as follows:
Shareholder
Sun Life of Canada (Philippines), Inc.
Esther C. Tan
Feliciano L. Miranda, Jr.
Aleli Angela G. Quirino
Caesar P. Altajeros, Jr.
Henry Joseph Herrera
Raoul Littaua
Rizalina Mantaring
Total
No. of Shares
Amount
24,999,993
Subscribed
and Paid in
P 249,999.93
1
1
1
1
1
1
1
25,000,000
0.01
0.01
0.01
0.01
0.01
0.01
0.01
P250,000.00
Additional Paid
in Capital
P24,749,993.07
0.99
0.99
0.99
0.99
0.99
0.99
0.99
P24, 750,000
OWNERSHIP STRUCTURE
BEFORE & AFTER THE OFFER
The following table shows the ownership structure of the Company as of the
date hereof and the expected ownership structure immediately following the
completion of the Offer:
*Nominees of Sun Life of Canada (Philippines), Inc. These shares
are held in trust by the nominees and covered by deeds of
assignment between Sun Life of Canada (Philippines), Inc. and
the nominees.
+These stockholder are subject to holding period of twelve
For more details, see discussion on “The Company.”
(12) months from registration of the Fund. The Company will
thereafter, subject to existing rules and regulations, purchase
such shares and said shares will be deemed treasury shares.
These treasury shares will then be resold by the Company to the
public.
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DIVIDENDS
No dividends have been declared and paid on the Company‟s Shares since
incorporation.
The Board of Directors of the Company has the power to fix and determine
the amount to be reserved or provided for declaration and payment of dividends
from the Company‟s unrestricted retained earnings.
Each shareholder has a right to any dividends declared by the Fund‟s Board of
Directors. Depending on the dividend policy as approved by the Board,
dividends so declared can either be automatically reinvested on behalf of the
shareholders or paid out directly to shareholders. Dividends must be declared
out of surplus. Except for the condition described in the paragraph below,
there are no restrictions that that limit the ability to pay dividends on common
equity or that are likely to do so in the future.
The payment of dividends in the future will depend upon the Company‟s
earning, cash flow, and financial condition, among other factors. The Company
may declare dividends only out of its unrestricted retained earnings except in
the case of stock dividends, which may be declared out of paid-in surplus.
Unrestricted retained earnings represent the net accumulated earnings of the
Company, with its capital unimpaired, which is not appropriated for any other
purpose.
The Company may pay dividends by cash, by the distribution of property, by
the issue of shares of stock, or a combination of any of the foregoing. Cash
dividends and property dividends may be declared by the Board of Directors
and no stockholder approval is required. Dividends paid in the form of
additional shares are subject to approval by both the Board of Directors and
the stockholders representing at least 2/3 of the outstanding capital stock of
the Company at a stockholders‟ meeting called for such purpose.
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THE COMPANY
GENERAL
The Company was incorporated on 5 March 2004 under SEC Registration
No. CS200403363 and is currently 100% owned by Sun Life of Canada
(Philippines), Inc. (inclusive of its nominees).
The Company will engage in the sale of its shares of stock and the proceeds
used to finance its investments in Peso denominated fixed income and other
related securities of the Philippine Government, commercial papers issued by
corporations within the Philippines, certificate of deposits, and other Peso
denominated short term instruments.
The general character of the business of the registrant is an open-end
investment company.
Shares of the Fund‟s common stock are available through the Principal
Distributor‟s registered representatives and eligible securities dealers that
have entered into an agreement to sell shares with the Fund‟s Principal
Distributor, SLAMC. SLAMC, as Principal Distributor, will continuously offer
for sale the shares of the Fund.
Money market funds are mutual funds investing in short-term debt
instruments, including but not limited to, Treasury Bills, Commercial Papers,
and Treasury Notes and Treasury Bonds maturing within one year. In
comparison , the Sun Life of Canada Prosperity Bond Fund and Sun Life
Prosperity Dollar Advantage Fund invest primarily in medium to long term
debt instruments with terms of more than one (1) year.
The Company is governed by the following fundamental investment policies:
1.
2.
3.
4.
The Company shall not issue senior securities.
The Company shall not incur any further debt or borrowing unless at
the time of its incurrence or immediately thereafter there is an asset
coverage of at least three hundred percent (300%) for all its borrowings.
In the event that such asset coverage shall at any time fall below three
hundred percent (300%), the Fund shall within three (3) days thereafter,
reduce the amount of its borrowings to an extent that the asset coverage
of such borrowings shall be at least three hundred percent (300%).
The Company shall not participate in any underwriting or selling group
in connection with the public distribution of securities, except for its
own capital stock.
The Company will generally maintain a diversified portfolio. Industry
concentrations may vary at any time depending on the investment
manager‟s view on the prospects.
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THE COMPANY
5.
The Company shall not invest directly in real estate properties and
developments.
6. The Company shall not purchase or sell commodity futures contracts.
7. The Company shall not engage in lending operations and shall not
make loans to other interested persons such as the members of the
Board of Directors, officers of the Company and any affiliates or affiliated
corporations to the Company.
8. The proportion of the Company‟s assets that shall be invested in each
type of security shall be determined from time to time, as warranted by
economic and investment conditions.
9. Subscribers are required to settle their subscriptions in full upon
submission of their application for subscriptions.
10. The Company may use various techniques to hedge investment risks.
11. An investment company may not change its investment objectives
without the prior approval of a majority of its shareholders.
12. The Fund upholds its policy of investing only in high-quality fixed income
securities issued by the Philippine government and short-term
commercial papers issued by prime high credit quality Philippine
companies which meet the standards set by the Fund Managers.
POLICIES WITH RESPECT TO SECURITY INVESTMENTS
1.
Type of securities, which the registrant may invest in, and the proportion of the
assets which may be invested in each such type of security.
The Company‟s objective is to generate as high level of current income as is
considered consistent with the preservation of capital and general fund liquidity.
For purposes of liquidity, regulations require that the Company invest a
minimum of ten percent (10%) of the Company‟s net assets in liquid or
semi-liquid assets, such as:
i.
ii.
Treasury notes or bills, Certificates of Indebtedness issued by the
Bangko Sentral ng Pilipinas which are short-term, and other
government securities or bonds and such other evidence of
indebtedness or obligations, the servicing and repayment of which
are fully guaranteed by the Republic of the Philippines; and
Savings or time deposits with government-owned banks or
commercial banks, provided that in no case shall such savings or
time deposit accounts be accepted or allowed under the “bearer”
or “numbered” account or other similar arrangements.
The Company, however, expects to invest more than 10% in the
aforementioned securities and deposits.
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17
THE COMPANY
2.
Percentage of assets, which the Company may invest in the securities of any one
issuer
The maximum investment of the Company in any single enterprise shall not
exceed the amount equivalent to ten percent (10%) of the Company‟s net
asset value except obligations of the Philippine Government or its
instrumentalities.
3.
Percentage of voting securities of any one issuer, which the Company may
acquire
The total investment of the Company shall not exceed ten percent (10%) of
the outstanding voting securities of any investee company.
4.
Investment in companies for the purpose of exercising control or management
The Company has no intention of exercising control or management over
other companies.
5.
The Company shall not purchase from or sell to any of its officers or directors or
the officers or directors of its Investment Adviser, Manager or Distributor or firms
of which any of them are members, any security other than the registrant‟s own
capital stock.
7.
The total operational expenses of the registrant shall not exceed ten percent
(10%) of its total investment fund or total net worth as shown in the registrant‟s
most recent audited financial statements.
8.
Until the SEC provides otherwise, the registrant shall not short sell securities or
invest in any of the following:
i.
Margin purchases of securities (investment in partly paid shares are
excluded),
ii. Commodity futures contracts,
iii. Precious metals, and
iv. Unlimited liability investments such as a general partnership.
9.
The minimum initial investment in the Fund is P10,000.00 and the minimum
subsequent investment is P5,000.00.
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THE COMPANY
PROPERTY
The Company has financial assets in the form of cash and fixed income
securities only. As prescribed by the SEC Rules, all of its assets must be held
by its custodian bank, Citibank, N.A. The Company has no pending legal
proceedings in which its property is subject.
LEGAL PROCEEDINGS
There is no material pending legal proceeding to which the Company or any of
its affiliates is a party or which any of their property is the subject.
EMPLOYEES
The mutual fund corporation does not employ personnel. Day to day
operations of the Company are carried out by the Asset Management Company
governed by the terms and conditions of the Management and Distribution
Agreement (MDA).
SECURITIES OF THE COMPANY
The original proponents of the Company who have subscribed and paid for
the original capital of Two Hundred Fifty Thousand ( 250,000.00) shall not
be allowed to sell, transfer, convey, encumber or otherwise dispose of their
shares within twelve (12) months from registration of the Fund.
Each share of stock of the Fund is a voting stock with voting rights equal to
every other outstanding share of stock, and subject to the following conditions:
(1)
Distribution of Dividends
Cash dividends and property dividends may be declared by the
Board of Directors and no stockholder approval is required.
Dividends paid in the form of additional shares are subject to
approval by both the Board of Directors and the stockholders
representing at least 2/3 of the outstanding capital stock of the
Company at a stockholders‟ meeting called for such purpose.
(2)
Denial of Pre-emptive Rights
No stockholder shall, because of his ownership of stock, have a preemptive or other right to purchase, subscribe for, or take any part of
any stock or of any other securities convertible into or carrying options
or warrants to purchase stock of the registrant.
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19
THE COMPANY
(3)
Right of Redemption
The holder of any share of the registrant upon its presentation to the
Fund or to any of its duly authorized representatives, is entitled to
receive by way of redemption approximately his proportionate share
of the Fund‟s current net assets or the cash equivalent thereof.
While DFFS holders are not shareholders, they have the Right of
Redemption and may exercise the options found under „Systematic
Withdrawal Program‟ and „Shareholder‟s Privileges‟.
(4)Modification of Rights of Shareholders
The rights of shareholders of the registrant shall not be modified
except by a majority or more of the shares outstanding, voting as a
class.
Other than the above and those provided by law, there are no other material
rights accorded to the shareholders.
PRICING OF SECURITIES FOR SALE, REDEMPTION OR REPURCHASE
1.
2.
3.
4.
Shares of the Company are offered for sale on a continuous basis at
the NAVPS through registered representatives and eligible dealers.
The investor is not charged any sales load upon purchasing of
shares of Money Market Fund. Only redemption on transferred
shares under option “B” or “C” will be subjected to applicable
deferred sales charge.
Investors will receive the proceeds for the amount redeemed. All
applicable bank charges will be deducted from the redeemed amount.
The dealers and registered representatives are required to forward to
SLAMC the prescribed and completed documents to purchase shares
of the Fund on the same business day they are received, through
accredited and recognized dealers and/or modes acceptable to
SLAMC.
See the discussion on “Application and Payment” and “Application Process”,
“Cut Off Period”, and “Issuance of Certificates” for details.
PREVENTION OF MONEY-LAUNDERING
As part of the Fund‟s responsibility for the prevention of money-laundering
under the Anti-Money-Laundering Act of 2001 (Republic Act No. 9160) and
other relevant rules and regulations, the Fund or an entity acting on its
behalf may require evidence verifying the identity of a prospective purchaser
of shares and the source of the relevant funds. Whether or not such evidence
will be required and, if so, the nature and extent of such evidence will depend
on the particular circumstances. The Fund and any entity acting on its
behalf, reserve the right to request such information as considered necessary
to verify the identity of a proposed purchaser of shares in each case, and the
Fund or any entity has absolute discretion to refuse to accept a subscription
for shares in the event of delay or failure in the provision of any such
information required.
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THE COMPANY
REDEMPTION OF SHARES
The minimum redemption amount is P5,000.00, unless the redemption is
part of special arrangements or other services offered by SLAMC. In addition,
SLAMC may redeem without notice to the investor his shares should the
value of the investor‟s shares fall below the minimum amount of P5,000.00.
The Fund reserves the right to change the minimum maintaining balance
from time to time as it deems necessary.
Shares are redeemable at any time at their NAVPS. A shareholder may request
redemption of his shares by delivering an order ticket or any document to be
prescribed and recognized by SLAMC for redemption to a registered
representative or dealer or to SLAMC. The order ticket for redemption must
be accompanied by the appropriate certificate(s), if applicable, representing
the shares to be redeemed.
The redemption price is the NAVPS at the close of business day if such is
received on or before 12 o‟clock noon. After 12 o‟clock noon, the order ticket
is deemed to have been received the following business day and the redemption
price will be the NAVPS determined at the close of business on the next
business day. To maximize investor returns, no sales charge or redemption
fees will be charged by the Fund.
Payments for shares redeemed, less any redemption charges and taxes
applicable, will be made by the Fund within seven (7) business days from its
receipt of the request for redemption. Payment made through bank
remittance may be subjected to applicable bank charges, subject to client‟s
arrangement with the remitting and receiving bank. SLAMC reserves the
right to deduct any applicable bank charges from the redemption value. For
payment made through cheque issuance, investor will receive payment within
seven (7) banking days from date of redemption for the amount redeemed.
The Fund may suspend redemptions or postpone the date of payment for a
redemption (i) when the Philippine banking system is closed, (ii) for any
period when normal trading is restricted or suspended in the markets where
the Fund may be investing, (iii) for any period during which an emergency
exists as a result of which (A) disposal by the company of securities owned
by it is not reasonably practicable or (B) it is not reasonably practicable for
such company fairly to determine the value of its net assets; (iv) when any
breakdown occurs in the means of communication normally employed in
determining the value of any of the investments of the Fund or when for any
other reason the value of any of the investments or other assets of the Fund
cannot reasonably or fairly be ascertained or (v) when the shareholder fails
to surrender to SLAMC the original share certificate on the redeemed or
transferred shares, or (vi) with the consent of the SEC.
The SEC may, whenever necessary or appropriate in the public interest or for
the protection of investors, suspend the redemption of securities of open-end
companies.
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21
THE COMPANY
COMPUTATION OF NET ASSET VALUE PER
SHARECOMPUTATION OF NET ASSET VALUE:
The Offer Price will be the current NAVPS.
NAVPS is computed by dividing net assets (total assets less total
liabilities) by the total number of shares issued and outstanding, plus
the total number of units outstanding due to DFFS and for conversion to
shares, if any, as of the end of the reporting day.
(a) The assets of the Fund shall be deemed to include (i) all cash on
hand, on deposit, or on call, (ii) all bills and notes and accounts
receivables, (iii) all shares of stock and subscription rights and other
securities owned or contracted for the Fund, other than its own
capital stock, (iv) all stock and cash dividends and cash distributions
to be received by the Fund and not yet received by it but declared to
stockholders of record on a date on or before the date as of which the
net asset is being determined, (v) all interest accrued on any interestbearing securities owned by the Fund, (vi) all real properties or interest
therein, (vii) all other property of every kind and nature including
prepaid expenses.
(b) The liabilities of the Fund shall be deemed to include (i) all bills and
notes and accounts payable, (ii) all administrative expenses payable
and/or accrued (including management fee), (iii) all contractual
obligations for the payment of money or property, including the
amount of any unpaid dividend declared upon the Fund‟s stock and
payable to shareholders of record on or before the day on which the
value of the Fund‟s share is being determined, (iv) all reserves
authorized or approved by the Board of Directors for taxes or
contingencies, and (v) all other liabilities of the Fund of whatsoever
kind and nature except liabilities represented by outstanding capital
stock and surplus of the Fund.
The Company will compute and post the NAVPS on a daily basis and will
publish such daily prices in at least two (2) newspapers of general circulation
in the Philippines; and post them daily in a conspicuous place at the principal
office of the Company as well as in all its branches which are designated
redemption centers.
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22
THE COMPANY
TRANSFERS BETWEEN OTHER
SLAMC-MANAGED FUNDS AND THE FUND
At any time, an investor who purchased shares of the other peso denominated
Funds managed by SLAMC, may request through a registered representative
that such shares be redeemed and the proceeds reinvested in shares of the
Money Market Fund.
The investor‟s original purchase option may not, however, be changed upon
transfer. If the investor originally purchased on a front-end basis, then
investor cannot shift to the back-end or option “C” when transferring to
Money Market Fund.
A transfer or back-end shares or option “C” does not trigger a deferred sales
charge (DSC). The “new” shares purchased on a transfer are deemed to have
the same date of purchase as the original shares that were redeemed to
make the transfer. However, redemption of transferred shares under Option
“B” or “C” will be subjected to applicable deferred sales charge.
Money Market Fund existing investors may also transfer their shares subject
to sales load upon entry to the other peso-denominated Funds managed by
SLAMC. SLAMC shall only effect the transfer upon receipt of redemption
proceeds and reinvestment of the same to the other peso-denominated
Funds.
The minimum transfer amount is P5,000. The order ticket to transfer must
be made through a registered representative or dealer who must forward
the order ticket to transfer to SLAMC on the same day within cut-off. On
SLAMC‟s receipt of the order ticket to transfer, shares will be redeemed by
the Fund subject to the foregoing provisions on redemption, and the
proceeds of redemption will be applied to the purchase of shares of another
Fund, at the applicable net asset value per share, subject to the provisions
governing the purchase of shares of the other Fund.
STATEMENTS OF ACCOUNTS
Statements of account shall be sent to shareholders on a quarterly basis.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL
REGULATIONS ON THE BUSINESS
The Revised Investment Company Act that will replace the current R.A. 2629
“Investment Company Act of 1960” will be of possible benefit to the mutual
fund industry. The Investment Company Act is the main legislation that
regulates the mutual fund industry in terms of investor protection. SLAMC is
participating in the crafting of the legislation and expects the regulatory
environment to improve with the passage of the bill to the benefit of investors.
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23
THE COMPANY
COMPETITION
The Fund principally competes directly with the common trust funds offered
by commercial banks and other mutual funds in the Philippines. Each fund
principally competes in terms of return and the associated risks of the return.
The Fund‟s market strength is its wide distribution network that provides
strategic distribution of the Fund shares, and the financial stability and
reputation of its Fund Manager.
As of June 10, 2004, the Fund is the only money market fund in the
Philippines.
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24
SUMMARY OF
PRINCIPAL AGREEMENTS
The following is a summary of the material terms of the principal agreements related
to the business of the Company and should not be considered to be a full statement of
the terms and provisions of such agreements. Accordingly, the following summaries
are qualified by reference to each agreement and are subject to the full text of each
agreement.
MANAGEMENT AND DISTRIBUTION AGREEMENT
The Company and SLAMC executed a Management and Distribution
Agreement in order for SLAMC to provide certain services to the Company,
such as: investment and re-investment of the assets of the Company;
preparation and submission of such information and data relating to the
Company; coordination of the activities of the Company; preparation of reports,
circulars and notices and other information as may be required by the
Company; representation with Government offices; accounting, bookkeeping,
clerical and other administrative services; and provide office space and other
administrative facilities to the Company.
The Company agrees to pay to SLAMC an annual fee of maximum one and
one quarter percent (1.25%) of assets under management. Provided that in
no case may the total compensation to SLAMC exceed any maximum limit
prescribed under the Investment Company Act.
SLAMC may, without need of prior approval of or prior notification of the
Company, purchase and sell securities or make other investments for account
of the Company, within the limits of the investment objectives, policies or
guidelines and subject to the provisions of the Investment Company Act.
SLAMC shall likewise act as the principal distributor of the shares of the
Company. SLAMC shall distribute and sell shares of the capital stock of the
Company at a public offering price equal to the net asset value per share in
effect at the time of the sale of each shares.
CUSTODY AGREEMENT
All proceeds from the sale of shares/securities, including the original
subscription/payments at the time of incorporation constituting the paid-in
capital of the investment company shall be held by the custodian bank.
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25
MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATIONS
The discussion set forth below should be read in conjunction with the financial
statements of the Company, including the notes thereto, appearing elsewhere in
this Prospectus or available at the offices of the Company.
MANAGEMENT AND CERTAIN SECURITY HOLDERS
The Board is responsible for conducting all the business of the Fund. It shall
exercise general supervision over the duties performed by the Investment
Adviser, Distributor, Administrator, Transfer Agent and Custodian of the Fund.
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26
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
EXECUTIVE COMPENSATION
The members of the Board who are not officers and/or employees of the Fund
receive remuneration for their attendance in regular or special meetings of the
Board at the rate of 20,000.00/meeting to each director. There are no other
forms of compensation other than the per diem which directors are entitled to
receive for meetings attended. There is no standard arrangement, employment
contracts, or other arrangements with the directors. Such remuneration to be
paid for by the Fund or arrangement may be adjusted in the future as may be
warranted by existing fund levels and other factors.
Total per diem received by the Company‟s directors for the year 2004 was
PHP80,000. The Board has two scheduled regular meetings for 2005, in
addition to the organizational board meeting after the annual shareholders‟
meeting and has had other special meetings. For the three meetings and
with two members of the Board who are not officers and/or employees of
Sun Life of Canada (Philippines), Inc. entitled to receive per diem, the
Company forecasts a total directors‟ per diem of PHP120,000 for the year
2005.
DIRECTORS AND EXECUTIVE OFFICERS
The following are the incorporators of the Company and their positions in
other Sun Life Prosperity Funds:
1. Esther C. Tan
2. Henry J. Herrera
3. Caesar P. Altarejos Jr.
4. Raoul Littaua
5. Rizalina Mantaring
- Director and Chairperson
Sun Life Prosperity Funds
- none
- Director and President
Sun Life Prosperity Funds
- Director: Bond Fund
- none
Except for Caesar P. Altarejos, Jr., all other incorporators have held their
positions from 2000 to present. They receive no compensation from the
other Sun Life Prosperity Funds.
All officers and directors have held their positions in the Fund from inception
until present.
None of the Directors and incorporators are related to the 4th civil degree by
affinity or consanguinity and have involvement in legal proceedings for the
past 5 years
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
ITERLOCKING DIRECTORS AND OFFICERS
Interlocking directors and officers of SLAMC and the Sun Life Prosperity
Money Market Fund, Inc.:
1. Esther C. Tan
- Chairperson of SLAMC and
Chairperson, Money Market Fund
2. Caesar P. Altarejos Jr. - Treasurer and Director of SLAMC and President
and Director, Money Market Fund
3. Jemilyn S. Camania - Corporate Secretary of both SLAMC and Money
Market Fund
The following table sets forth certain information as to the Directors and
Executive Officers of the Company as of 30 September 2005. For a brief
description of their resume, please refer to Annex A of this prospectus.
NAME
Esther C. Tan
Caesar P. Altarejos, Jr.
Raoul Littaua
Feliciano L. Miranda, Jr.
Aleli Angela G. Quirino
Atty. Jemilyn S. Camania
Ma. Isabel R. Garcia
POSITION
Director and Chairperson
Director and President
Director
Director
Director
Secretary
Treasurer
CITIZENSHIP
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
None of the directors and officers are related to each other.
All elected directors hold office for one year and until their successors are
elected annually by the stockholders during the annual meeting or
adjournment thereof, or at any special meeting called for that purpose.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of the directors or officers of the Company are involved in legal
proceedings either as complainant (petitioner) or defendant (respondent).
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
QUALIFICATION AND ELECTION OF DIRECTORS
The Company has 5 directors. Under the Corporation Code, each director
must be a stockholder of record at the time of election. The directors are
elected by a plurality of votes at the annual meeting of the Company each
year. At each election of directors, every stockholder has the right to vote, in
person or by proxy, the number of shares owned by such stockholder for as
many persons as there are directors to be elected and to cumulate such
stockholder‟s votes by giving one candidate as many votes as the number of
such directors multiplied by the number of such stockholder‟s shares or by
distributing such votes on the same principle to any number of candidates.
Directors so elected hold office until the expiration of their respective terms
and until the election and qualification of their respective successors.
SECURITY OWNERSHIP OF MANAGEMENT
The Company‟s Chairman, its senior executive officers, and the internal
directors all hold their shares in the Company in trust for Sun Life of Canada
(Philippines), Inc.
SECURITY OWNERSHIP OF CERTAIN RECORD
AND BENEFICIAL OWNERS As Of September 30, 2005
Title
of Class
Common
Common
Common
Common
Common
Common
Common
Common
Shareholder and
Citizenship
Sun Life of Canada
(Phils.), Inc.
Dutch
Esther C. Tan
Filipino
Caesar P. Altarejos,Jr.
Filipino
Henry Joseph Herrera
Filipino
Raoul Littaua
Filipino
Rizalina Mantaring
Filipino
Aleli Angela Quirino
Filipino
Feliciano Miranda, Jr
Amount and nature of
ownership (“r” for record
owner and “b” for
beneficial owner
Number of
% of Class
Shares
R
46,659,689
53.02%
R
1
0.000001%
R
1
0.000001%
R
1
0.000001%
R
1
0.000001%
R
1
0.000001%
R
1
0.000001%
R
1
0.000001%
Filipino
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
*Ms. Esther Tan , Chairperson of Sun Life of Canada (Philippines), Inc. has
the power to vote or dispose of the shares or direct the voting or disposition of
the shares held by Sun Life of Canada (Philippines), Inc.
Sun Life of Canada (Philippines), Inc. is the majority holder of the Fund.
MEMBERS OF THE ADVISORY BOARD OF REGISTRANT
The Company does not have an advisory board.
FINANCIAL POSITION OF THE COMPANY
Sun Life of Canada (Philippines), Inc. (SLOCPI) and the other incorporators
infused P25, 000,000.00 as the initial capital of the Fund. This initial capital
was deposited with the Fund‟s custodian bank currently being invested in
short-term deposits while waiting for the final registration of the Fund.
RELATIONSHIP AND RELATED TRANSACTIONS
Other than the interlocking directors and officers of SLAMC and the Sun Life
Prosperity Money Market Fund, Inc. mentioned above, management and
members of the Board of Directors of the Sun Life Money Market Fund, Inc.
are not involved in companies the Fund deal with.
PLAN OF DISTRIBUTION
CUSTODIAN OF PORTFOLIO SECURITIES
a. Citibank N.A. and Deutsche Bank A.G. serve as custodians of the assets of the
Company. All proceeds from the sale of shares / securities, including the
original subscription / payments at the time of incorporation constituting
the paid-in capital of the investment company shall be held by the custodian.
b. In consideration of the services to be rendered by the custodians, the Fund
shall pay the custodians all fees, charges and obligations incurred from time
to time for any services pursuant to the Direct Custody Agreement between
the registrant and Deutsche Bank A.G., and the registrant and Citibank N.A.
with the terms of the fees schedule specified from time to time by the
custodians upon prior notice to the registrant.
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PLAN OF DISTRIBUTION
INVESTMENT MANAGER
a.
The name of the investment manager is Sun Life Asset Management
Company, Inc. (SLAMC) with address at 15th Floor, Tower II, The Enterprise
Center, 6766 Ayala Avenue, Makati City.
b.
The name and address of the affiliated company of the registrant who is
also an affiliated company of the Investment Manager and the nature of
the affiliation are as follows:
NAME
Sun Life of Canada
(Philippines), Inc.
c.
ADDRESS
16th Floor, Tower 2,
The Enterprise Center,
6766 Ayala Avenue,
Makati City
Nature of Affiliation
Stockholder
The services provided by the SLAMC are subject to the supervision of its
officers and directors. They include marketing the registrant, being
responsible for investments, investor communications, fund accounting,
shareholder record-keeping and other day-to-day administration of
matters related to the corporate existence of the registrant, the
maintenance of its records and preparation of Shareholder reports, Board
of Directors‟ Meetings, and Annual Shareholders‟ Meetings.
As compensation for the services and facilities provided by SLAMC, an
annual fee equivalent to a maximum of one and one quarter percent
(1.25%) of the assets under management shall be paid by the Company.
The Fund is responsible for its own operating expenses. At times, SLAMC
may reduce its fees and/or pay expenses in order to reduce the Fund‟s
aggregate annual operating expenses. These arrangements may be revised
or discontinued by SLAMC at any time.
d.
As Investment Manager, SLAMC is also primarily responsible for the
execution of the Fund‟s portfolio transactions and the allocation of
brokerage commissions. The Investment Manager makes investment
decisions, prepares and makes available research and statistical data, and
invests with respect to the purchase and sale of securities on behalf of the
Fund, including the selection of brokers and dealers to carry out the
transactions, all in accordance with the Fund‟s investment objective and
policies. SLAMC maintains records and furnishes or causes to be furnished
all required reports.
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PLAN OF DISTRIBUTION
e.
SLAMC may, at its expense, engage the services of consultants and other
persons or firms to furnish to SLAMC statistical and other information,
advice regarding economic factors and trends, information with respect to
technical and scientific developments, and such other information, advice
and assistance as SLAMC may desire, including investment management
and other related duties.
SLAMC, as Distributor, will continuously offer for sale shares of the Fund
through its registered representatives legally qualified to sell the Fund‟s shares
and dealers with whom it has entered into distribution agreements.
Any order for shares may be rejected by the Distributor of the Fund. The SEC,
the Fund, or the Distributor may suspend the continuous offering of shares to
the general public at any time in response to conditions in the securities
markets or otherwise and may thereafter resume such offering from time to
time. Neither the Distributor nor the eligible agents are permitted to withhold
placing orders to benefit themselves by a price change.
SLAMC is licensed by the SEC to engage in distribution of securities to the
public.
DIRECTORS AND OFFICERS OF THE INVESTMENT MANAGER
Please refer to Annex A for the curriculum vitae of the Directors and Executive
Officers.
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PLAN OF DISTRIBUTION
BUSINESS AND OTHER CONNECTION OF
INVESTMENT ADVISER AND ITS MANAGEMENT
a.
SLAMC is principally engaged to provide, manage and render management
and technical advice and services for mutual funds, corporations, natural
persons and other entities, and in connection therewith, as far as may be
permitted by law, to purchase, subscribe for or otherwise acquire, mortgage,
sell or otherwise dispose of and deal in securities of every kind and
description, including, but not limited to, stocks, bonds, notes, commercial
papers, and to promote, manage, and participate in the distribution of any
securities, to the extent provided by law.
The Investment Adviser of the registrant is also SLAMC.
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PLAN OF DISTRIBUTION
PRINCIPAL DISTRIBUTOR
a.
The name and address of the registrant‟s principal distributor is:
NAME
Sun Life Asset
Management
Company, Inc.
b.
ADDRESS
15th Floor, Tower 2,
The Enterprise Center
6766 Ayala Avenue
Makati City
RELATIONSHIP
Investment Manager
The principal distributor acts as the Investment Manager/Adviser and Principal
Distributor of Sun Life Prosperity Funds.
TRANSFER AGENT
SLAMC also serves as the Fund‟s Transfer Agent. Transfer Agent services
include, but are not limited to, account/certificate registration, processing of
dividend and capital gains cheques, periodic preparation and mailing of
shareholder statements, and management reports as required.
In consideration of the services to be rendered by the Transfer Agent, the Fund
shall pay the Transfer Agent such amount as may be agreed upon in the
Transfer Agent Agreement between the Fund and SLAMC. Fees will begin to
accrue on the first day of the Fund‟s operation of the initial sales period.
TAXATION
Investors are advised to consult their own professional advisers as to the tax
implications of subscribing for, purchasing, holding, and redeeming shares of
the Fund. Generally, all earnings derived from investments in mutual funds
were already taxed at the level of the Fund and, therefore, are payable to
investors free of further taxes. Tax related laws, rules and regulations are
factors that are subject to rapid change and which could detrimentally affect
the performance of the Fund.
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LEGAL MATTERS
Certain legal matters under Philippine law will be passed upon for the
Company by Romulo, Mabanta, Buenaventura, Sayoc & De Los Angeles Law
Offices. Except as otherwise disclosed herein, no independent counsel has
or will receive any direct or indirect interest in the Company or in any securities
thereof (including options, warrants or rights thereto) or acted or will act as
promoter, underwriter, voting trustee, director, officer or employee of the
Company.
INDEPENDENT AUDITORS
The Financial Statements of the Company together with the notes thereto,
have been examined by C.L. Manabat & Co./ Deloitte Touche Tohmatsu,
independent public accountants, as indicated in their report with respect
thereto and included herein. The report has been so included in reliance
upon the authority of these experts in giving such report. C.L. Manabat &
Co./ Deloitte Touche Tohmatsu has given, and not withdrawn, its consent
to the inclusion of his report as it appears herein.
C.L. Manabat & Co./ Deloitte Touche Tohmatsu, independent public
accountants, will continue being the external auditors for the Company. C.L.
Manabat & Co./ Deloitte Touche Tohmatsu, as independent accountant,
will not have any direct or indirect interest in the Company or in any securities
thereof (including options, warrants or rights thereto), nor has it acted at
any time as promoter, underwriter, voting trustee, director, officer or
employee of the Company.
There has been no disagreement with the accountants on any accounting and
financial disclosures.
PROSPECTUS: Prosperity Money Market Fund
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ANNEX A:
BOARD OF DIRECTORS & OFFICERS
OF THE FUND AND INVESTMENT MANAGER
ESTHER C. TAN
Chairperson of the Fund (Since inception to present)
Chairperson of SLAMC (Since inception to present)
Mrs. Tan, 58 years old, Filipino, is the Chairman of the Fund and the other Sun Life Prosperity
Funds. She is also the Chairman of the Board of Sun Life Asset Management Company, Inc.
and Sun Life of Canada (Philippines), Inc. She was appointed in May 1995 as Vice-President
for Philippine Operations and in 1997 as Vice-President and General Manager (Philippines)
of Sun Life Assurance Company of Canada
CAESAR P. ALTAREJOS, JR.
President of the Fund (Since inception to present)
Treasurer of SLAMC (Since inception to present)
Mr. Altarejos, 52 years old, Filipino, is the President of the Fund and the other Sun Life
Prosperity Funds. He is also the Director and Treasurer of Sun Life Asset Management
Company, Inc. He is the Senior Vice-President for Finance, Sun Life of Canada (Philippines),
Inc. A Certified Public Accountant, Mr. Altarejos obtained his B.S.B.A. in Accounting at the
University of the East in 1972, graduating Magna Cum Laude, landed in the Top 30 in the
board exams, and went on to complete his Master in Business Administration at the De La
Salle University.
FELICIANO L. MIRANDA, JR.
Independent Director of the Fund (Since inception to present)
Mr. Miranda, 74 years old, Filipino, is a Director of the Fund and the Sun Life of Canada
Prosperity Bond Fund, Inc. He is the Chairman of PNB International Finance HK, Allied
Savings Bank, and Bulawan Mining Corp. He is also a Director of the PNB Remittance
Center Ltd. (HK), PNB Italy SPA, PNB RCI Holdings Co. (Canada), Daffon Investments
Ltd. (HK), Japan PNB Leasing Corp., PNB Capital Investment Inc., Beneficial PNB Life
Insurance, and PNB Holding Corp. He is a Bachelor of Commerce graduate, Major in
Accounting, from Far Eastern University. He completed all curriculum requirements and
comprehensive examination for MA in Economics (Comparative Monetary Policies)
from Georgetown University in Washington D.C.
ALELI ANGELA G. QUIRINO
Independent Director of the Fund (Since inception to present)
Atty. Quirino, 60 years old, Filipino, is a Director of the Fund and the Sun Life of Canada
Prosperity Bond Fund, Inc. She is a senior partner at Abello Concepcion Regala & Cruz
Law Offices (ACCRA Law). She heads the Intellectual Property Department, and is also a
member of the Corporate and Special Projects Department. She is a member of the
Integrated Bar of the Philippines, the Philippine Bar Association, Director and President
of the Intellectual Property Association of the Philippines, Director and Treasurer of the
Intellectual Property Foundation. She is also a member of the Board of Trustees and
Corporate Secretary of Assumption College, Inc.
PROSPECTUS: Prosperity Money Market Fund
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ANNEX A:
BOARD OF DIRECTORS & OFFICERS
OF THE FUND AND INVESTMENT MANAGER
RAOUL ANTONIO E. LITTAUA
Director of the Fund (Since inception to present)
Mr. Littaua, 41 years old, Filipino, is a Director of the Fund and the Sun Life of Canada
Prosperity Bond Fund, Inc. He is the Senior Vice-President for Marketing, of Sun Life of
Canada (Phils.), Inc. Except for a short stint as Regional Manager, National Capital
Region at East Asiatic Co., Ltd in 1993, Mr. Littaua worked his way up to his current
position by holding the following positions at various times in Sun Life Assurance Company
of Canada since 1991: Training Manager; Manager, Training, Benefits Administration and
Special Projects; Senior Manager, Administration; Customer Service Officer; Director,
Individual Insurance; Assistant Vice-President, Individual Insurance; and Assistant VicePresident, Sales and Marketing.
MA. ISABEL R. GARCIA
Treasurer of the Fund (since inception to present)
Ms. Garcia, 36 years old, Filipino, Certified Public Accountant, is the Treasurer of the
Fund and the other Sun Life Prosperity Funds. She is also the Finance & Operations
Director for Sun Life Asset Management Company, Inc. She held the following positions
at various times with Sun Life Financial since 1998: Mgr., Finance-Office of the Comptroller,
Senior Manager, Finance-Asia Pacific, and lastly, as Comptroller for Sun Life Asset
Management Company. She has had many years of experience in managerial capacity
with both multinational and local companies in all phases of financial management.
ATTY . JEMILYN S. CAMANIA
Corporate Secretary of the Fund (since 12 August 2005 to present)
Corporate Secretary of SLAMC (since 08 August 2005 to present)
Atty. Camania, 29 years old, Filipino, is the Corporate Secretary of the Fund, all the other Sun
Life Prosperity Funds, and Sun Life Asset Management Co., Inc. She is presently Assistant
Counsel for Sun Life of Canada (Philippines), Inc. and Assistant Corporate Secretary of Sun
Life Financial Plans, Inc. She had obtained her Bachelor of Arts in Psychology from the
University of the Philippines, Diliman (1996) and her Bachelor of Laws from the College of
Law, University of the Philippines, Diliman (2001). She had worked as an Associate at the
Cayetano Sebastian Ata Dado & Cruz Law Offices before joining Sun Life.
LORENZO V. TAN
President of SLAMC (since 08 August 2005 to present)
Mr. Tan, 44 years old, Filipino, is the President of Sun Life Asset Management Company and
Sun Life of Canada (Philippines) Inc. Prior to joining Sun Life Financial, he was the President
and Chief Executive Officer of Philippine National Bank, and had been President and Chief
Operating Officer of United Coconut Planters Bank. He started his banking career with Citibank
N.A. in New York and eventually became a Director of Citibank N.A., Singapore. Mr. Tan holds
a degree in Masters in Management from J.L. Kellogg Graduate School of Management, Northwestern University and Bachelor of Science in Commerce, Major in Accounting from De La Salle
University.
PROSPECTUS: Prosperity Money Market Fund
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ANNEX A:
BOARD OF DIRECTORS & OFFICERS
OF THE FUND AND INVESTMENT MANAGER
PATRICIA McEACHERN
Director of SLAMC (since 2003 to present)
Ms. McEachern, 53 years old, American, Chartered Financial Analyst (CFA), is a Director of
Sun Life Asset Management Company, Inc. and Vice-President – Investments for Asia of Sun
Life Financial. Prior to joining Sun Life Financial in 2003, she had over 20 years of distinguished
service with Aetna during which she directed an investment portfolio of $17 billion, managed
countr y operations, and organized off-shore mutual funds and oversaw the various
international asset managers for these funds.
HENRY JOSEPH M. HERRERA
Director of SLAMC (Since inception to present)
Mr. Herrera, 43 years old, Filipino, is a Director of Sun Life Asset Management Company, Inc.
He is the Executive Vice-President and Actuary of Sun Life of Canada (Philippines) Inc., and
until May 2004, was the President of the Sun Life Prosperity Funds. He studied at the
University of the Philippines where he earned his Bachelor‟s Degree in Statistics graduating
Cum Laude (1980), Master of Mathematics, Actuarial Science and Master of Business
Administration, Major in Finance, graduating in the top 10 of his class in 1986.
PROSPECTUS: Prosperity Money Market Fund
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PARTIES TO THE OFFER
Fund
Sun Life Prosperity Money Market Fund, Inc.
15th Floor, Tower 2, The Enterprise Center,
6766 Ayala Avenue, Makati City
Telephone Nos. 849-9888
Fax No. 849-9744
Investment Manager
Sun Life Asset Management Company, Inc.
15th Floor, Tower 2, The Enterprise Center,
6766 Ayala Avenue, Makati City
Telephone Nos. 849-9888
Fax No. 849-9744
Transfer Agent
Sun Life Asset Management Company, Inc.
15th Floor, Tower 2, The Enterprise Center,
6766 Ayala Avenue, Makati City
Telephone Nos. 849-9888
Fax No. 849-9744
Custodian Banks
Citibank N.A.
8741 Paseo de Roxas,
Makati City
Deutsche Bank A.G.
23/F Tower One, ayala Triangle
Ayala Ave., Makati, Philippines
Legal Counsel
Romulo, Mabanta, Buenaventura, Sayoc,
& De Los Angeles Law Offices
30/F Citibank Tower
8741 Paseo de Roxas, Makati City
Independent Auditor
C.L. Manabat & Co. Deloitte Touche
Tohmatsu 3rd to 6th Floor, Salamin Bldg.
197 Salcedo St., Legaspi Village,
Makati City, Philippines 1229
PROSPECTUS: Prosperity Money Market Fund
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39
The Sun Life Prosperity Money Market Fund
is managed and distributed by
Sun Life Asset Management Company, Inc.,
a member of the Sun Life Financial group of companies.