Final Website Prospectus Alfm Growth (36m)

8/13/2019 Final Website Prospectus Alfm Growth (36m)

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FINAL PROSPECTUS

ALFM Growth Fund17/F, BPI Head Office Building,

Ayala Avenue corner Paseo de Roxas, Makati City 1226

Tel No. (02) 845-5770

(An Open-end investment company organized under Philippine Laws)

An Offer of up to the Number of Authorized Shares of

ALFM Growth Fund at an Offer Price of Net Asset Value per Share

on the date of subscription

ALFM GROWTH FUND

Number of Authorized Shares36,000,000

(Additional 6,000,000 shares from previous Authorized

Capital Stock of 30,000,000 shares)

Minimum Initial Investment PHP 5,000.00

PAR value PHP 100.00

Securities will be traded over the counter through

SEC accredited mutual fund sales agents

BPI Investment Management, Inc.Fund Manager

17/F BPI Head Office Bldg., Ayala Avenue corner Paseo de Roxas, Makati CityTel. No. (02) 845-5770

BPI Capital Corporation, Tel. Nos. (02) 845-5695 to 98BPI Investment Management, Inc., Tel. Nos. (02) 845-5033 to 35BPI Securities Corporation, Tel. Nos. (02) 816-9190 or 816-9192BPI Head Office Building, Ayala Avenue corner Paseo de Roxas, Makati City

Citicorp Financial Services & Insurance Brokerage Phils., Inc., Tel. Nos. (02) 995-5985 or 423-6725

Distributors

*The date of this PROSPECTUS is October 22, 2013.*

THESE SECURITIES SHALL BE SOLD AND REDEEMED ONLY THROUGH THEFUNDS DISTRIBUTORS. THE FUNDS SHARES SHALL NOT BE LISTED NOR

TRADED ON THE PHILIPPINE STOCK EXCHANGE. SHARES OF THE FUND ARE

NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,

ANY FINANCIAL INSTITUTION, AND ARE NOT INSURED WITH THE

PHILIPPINE DEPOSIT INSURANCE CORPORATION.


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TABLE OF CONTENTS

THE OFFER ................................................................................................................................. 2SUMMARY OF FINANCIAL INFORMATION ........................................................................... 7RISK DISCLOSURE STATEMENT ............................................................................................. 8RISK FACTORS AND INVESTMENT CONSIDERATIONS ...................................................... 9PRINCIPAL PARTIES TO THE OFFERS .................................................................................. 11DEFINITION OF TERMS........................................................................................................... 12TERMS AND CONDITIONS OF THE OFFER .......................................................................... 15COMPANY BACKGROUND ..................................................................................................... 17DESCRIPTION OF CAPITAL STOCK ...................................................................................... 18DIRECTORS, OFFICERS, AND SIGNIFICANT SHAREHOLDERS......................................... 21PRINCIPAL PARTIES................................................................................................................ 27MECHANICS OF THE FUND .................................................................................................... 30INVESTMENT OBJECTIVES AND RESTRICTIONS OF THE FUND ..................................... 33PHILIPPINE LAWS APPLICABLE TO THE COMPANY ......................................................... 35GOVERNMENT POLICIES AND REGULATIONS .................................................................. 37MANAGEMENT DISCUSSION OR ANALYSIS ON PLAN OF OPERATIONS ....................... 38


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ALFM Growth Fund

(The Fund is incorporated under the laws of the Republic of the Philippines)

_________________________

The following summary about the Fund and the Offer is qualified by detailed information appearing elsewherein this Prospectus. Cross references in this summary are to headings in the Prospectus.

This document relates to an Offer for subscription to the shares of common stock of the ALFM Growth Fund.

An Offer of up to 36,000,000 shares (6,000,000 shares of which are an increase from the previous authorizedcapital stock of 30,000,000 shares) of common stock of par value PhP100.00 each (the Offer Shares) in the

capital stock of ALFM Growth Fund, Inc. (ALFM Growth or the Fund) at the Funds prevailing Net AssetValue (NAV) per share, plus any applicable sales load, on the date of sale of the shares, are being offered forsale. This is in addition to the 30,000,000 shares previously offered. In total, an Offer of up to 36,000,000shares of common stock of par value PhP100.00 each (the Offer Shares) in the capital stock of ALFM Growth

Fund, Inc. (ALFM Growth or the Fund) at the Funds prevailing Net Asset Value (NAV) per share, plusany applicable sales load, on the date of sale of the shares. The Fund may terminate the Offer at any time orwhen the number of Shares subscribed and paid for has reached 36,000,000 shares.

The Fund was incorporated on November 26, 2007, with an authorized capitalization of PhP 400.0 Millionconsisting of 4,000,000 shares with par value of PhP100.00 each. The Funds capitalization as approved by theCommission on November 20, 2009 was increased to PhP 1.0 Billion consisting of 10,000,000 shares with parvalue of PhP100.00 each. On January 19, 2011, the Authorized Capital was increased to PhP 2.0 Billion dividedinto 20,000,000 shares with the par value of P100.00. The Commission approved of further increasing itsauthorized capital stock to PhP 3.0 Billion divided into 30,000,000 shares with a par value of P100.00 on

December 21, 2011. A further increase to Php 3.6 Billion divided into 36,000,000 shares with a par value ofP100.00 was approved on February 25, 2013.

The ALFM Growth Fund, Inc. (ALFM Growth or the Fund) is a domestic corporation duly authorized to

operate as an open-end investment company. The Fund has entered into a Management and DistributionContract with BPI Investment Management, Inc. authorizing BPI Investment to purchase and sell investmentsecurities for the account of the Fund. The Fund does not have employees of its own since the management and

administration functions are already being handled by BPI Investment. The Fund has adopted a Manual ofCorporate Governance and an Anti-Money Laundering Operating Manual. Monthly reporting of the Fundsoperations to the Board of Directors is being performed by BPI Investment to properly identify, assess and

manage risks that may arise any time during the Funds daily operations. ALFM Growth does not own anypropertysuch asreal estate, plant and equipment, mines, patents, etc. required to be disclosed under Annex C ofSRC Rule 12.1.

The investment objective of the Fund is long-term capital appreciation through investments in a diversifiedportfolio of equity and fixed income securities. Due to the aggressive nature of the Fund, ALFM Growth may beclassified as a high-risk investment which shall best cater to investors who are aware of the risks in investing in

stocks and who can tolerate interim price volatilities in exchange for long-term capital growth.

USE OF PROCEEDS

The total proceeds from the sale of the additional 6,000,000 shares is estimated at PhP 1.461 Billion, (using Php243.50 NAV as of October 21, 2013), which shall be used to purchase securities in accordance with the

investment objective, policies, and limitations of the Fund such as listed shares, government securities and otherfixed income securities (see section on Investment Objective). The Funds main business is to invest theproceeds in equity securities and fixed income securities in line with the Funds investment objective. The

Custodian Bank shall hold the relevant securities of the Fund including subscription payments or proceeds from

the sale of this security, until they can be invested in marketable securities consistent with the Funds objectives.No other funds outside the proceeds of this offer that is to be used to discharge debt, acquire assets of financethe acquisition of other business, or to reimburse any officer, director, employee or shareholder for services


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rendered, assets previously transferred, money loaned or advanced. Total expenses paid out or projected to bepaid out of the gross proceeds are the following: PhP 8,565,134.97 for management fees/other professional fees

and filing fee & business registration license of Php 2,793,293.58.

THE OFFER SHARES

All of the Shares in issue or to be issued pursuant to the Offer have, or upon issue will have, identical rights andprivileges. These are outlined in the section on Description of Capital Stock (page 18). The Offer Shares may

be owned by any person regardless of citizenship or nationality, subject to the subsection on Eligible Investorsunder the section headed Terms and Conditions of the Offers (page 15).

Prospective investors in the Fund should carefully consider the matters addressed under Risk Factors and

Investment Considerations(page 9) before making an investment. These risks include, but are not limited to,market risk, interest rate risk, liquidity risk, credit risk, inflation risk, and the risk that the value of the Funds arenotguaranteed and notinsured with the Philippine Deposit Insurance Corporation.

REDEMPTIONS

The Fund is ready to redeem, at the applicable Net Asset Value per Share, all or any part of the Shares standingin the name of a Shareholder in the Fund. Unless redeemed earlier than the minimum holding period of 180 days

when an Early Redemption Fee of 1% will apply, there is no redemption fee.

SEC MEMORANDUM CIRCULARS

SEC Memorandum Circular # 7, Series of 2005, which was amended by SEC Memorandum Circular # 10,Series of 2006, allows mutual funds to invest up to 100% of their net assets in bonds and other evidences ofindebtedness registered and traded in an organized market in a foreign country, subject to the standards set bythe Commission and provided that the issuers thereof have a long-term foreign currency rating of at least BBBfrom a reputable credit rating agency.

TOTAL EXPENSES OF THE FUNDS

The total expenses paid out or projected to be paid out of the gross proceeds of the Offer are for filing fees,registration fees, legal research fees, business registration licenses, notarial fees, legal opinion and assistancefees, external auditors fees, and management fees.

RESTRICTIONS ON THE USE OF PROCEEDS

No other funds outside the proceeds of this Offer shall be needed to accomplish the Funds investmentobjectives. There is no material amount of the proceeds of these Offers that is to be used to discharge any debt,acquire assets or finance the acquisition of other businesses, or to reimburse any director, shareholder, officer, or

employee of the Fund for services rendered, assets previously transferred, or money loaned or advanced.

VALUATION

The Funds investments are valued marked-to-market pursuant to Philippine Accounting Standards (PAS)Nos. 32 and 39 of the Philippine Financial Reporting Standards (PFRS) which classify the Fundsinvestmentsecurities as (i) financial assets at fair value through profit or loss, (ii) available-for-sale securities, (iii) held-to-maturity securities, or (iv) loans and receivables. The NAVPS of the Fund may fluctuate (i.e., go down or goup) due to changes in the market values of the Funds investments. Such changes in market values may also beattributable to various factors: internal, external and those inherent to the Fund. (Please see a more thorough

discussion underRisk Factors and Investment Considerationson page 9).


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OFFERING PRICE

The offering price of the shares is the Funds prevailing NAV per Share computed as of end-of-day on the dateof purchase of the Shares, plus the applicable sales load, to a maximum of 3%.

DIVIDEND POLICY

A provision of the Corporation Code generally requires a Philippine corporation with surplus profits in excess of100% of its paid-up capital to declare and distribute such surplus to its shareholders in the form of dividends.The Board of Directors of the Fund has adopted a policy, consistent with the Funds objective of capital

appreciation, to retain the surplus profits of the Fund in the retained earnings account. Such accumulation isreflected in the computation of the net asset value per share. Shareholders realize their gains when shares areredeemed. (Please refer to the discussion on Dividends under the section on Description of Capital Stock on

page 18).

FUND MANAGER AND PRINCIPAL DISTRIBUTOR

The Investment Manager (or Fund Manager) and Principal Distributor of the Fund is BPI Investment

Management, Inc. (or BPI Investment). For its services, BPI Investment shall charge a fee ofnot more thanthe rate stipulated below, based on the Net Asset Value of the Fund.

Name of Fund

Management and

Distribution Fee

ALFM Growth Fund 1.0% p.a.

DISTRIBUTORS

The FundsShares shall be made available to the public primarily through the Fund sauthorized distributors,

BPI Capital Corporation, BPI Securities Corporation, BPI Investment Management, Inc., and Citicorp FinancialServices and Insurance Brokerage Philippines, Inc., as well as other authorized and accredited distribution firms.The foregoing companies are licensed by the Securities and Exchange Commission to distribute mutual fundsecurities to the public. The distribution fee payable to the distributors shall be based on the outstanding daily

balance of the Funds shares distributed, as follows, and shall be taken from the 2.0% p.a. management,distribution, and advisory fee:

Distributor Distribution Fee

BPI Capital Corporation 1.0% p.a.

BPI Securities Corporation None

Citicorp Financial Services and Insurance Brokerage Philippines, Inc. 1.0% p.a.

SALES LOADS

Sales Agents of the FundsDistributors shall be entitled to collect a front-end Sales Load, based on each amountinvested by an applicant or Shareholder in the Fund, in such percentages but not exceeding the rate stipulated

below:

Name of Fund Amount Invested

Maximum

Sales Load

ALFM Growth Fund Any amount 3.0%

There are no other incidental charges incurred in purchasing the Funds shares aside from the applicable sales

load fees, if not waived, as stated in this prospectus.


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INVESTMENT ADVISOR

The Investment Advisor of the Fund is Bank of the Philippine Islands - Asset Management and Trust Group (orBPI Asset Management). For its services, BPI Asset Management shall charge a fee of not more than the ratestipulated below, based on the Net Asset Value of the Fund.

Name of FundInvestment

Advisory Fee

ALFM Growth Fund 1.0% p.a.

CUSTODIAN BANK

As required under the Investment Company Act, a custodian bank, the Hongkong & Shanghai BankingCorporation Ltd. (HSBC), has been appointed by the Fund for the purpose of holding relevant securities of the

Fund, including (if applicable) subscription payments or proceeds from the sale of the Shares, until they can beinvested in the appropriate securities consistent with the Funds objectives.

Scripless 1.5 bps per annum

Physical Certificate or Document 1.0 bps per annum for Fixed Income3.0 bps per annum for Equities

The custodian bank also charges the following transaction fees per movement (receipt or delivery) in theaccount. These are billed monthly.

Scripless

Via file transfer PHP 25.00Via Manual instructions PHP 100.00

Physical Certificate or Document Flat Charge of PHP 250.00 for Fixed IncomeFlat Charge of PHP 500.00 for Equities

RECEIVING BANKS

The Bank of the Philippine Islands and BPI Family Savings Bank have been designated by the Fund asReceiving Banks where payments for Shares purchased may be made.

INDEPENDENT AUDITOR

Isla Lipana & Co. (formerly Joaquin Cunanan & Co.) has been appointed by the Fund as its External Auditor.

INFORMATION SUPPLIED BY THE FUND

Unless otherwise stated, the information contained in this document has been supplied by the Fund whichaccepts full responsibility for the accuracy of the information and confirm, having made all reasonable inquiries,that to the best of its knowledge and belief, there are no other material facts, the omission of which would make

any statement in this document misleading in any material respect. Neither the delivery of this document norany sale made hereunder shall, under any circumstances, create any implication that the information containedherein is correct as of any time subsequent to the date hereof.

No dealer, salesman or other person has been authorized by the Fund or by the Distributors to issue anyadvertisement or to give any information or make any representation in connection with the offering or sale of

the Offer Shares other than those contained in this document and, if issued, given or made, such advertisement,information or representation must not be relied upon as having been authorized by the Fund or the Distributors.

This document does not constitute an offer or solicitation by any one in any jurisdiction in which such offer orsolicitation is not authorized or to any person to whom it is unlawful to make any such offer or solicitation. Each


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investor in the securities offered hereby must comply with all applicable laws and regulations in force in thejurisdiction in which it purchases, offers or sells such securities and must obtain the necessary consent, approval

or permission for its purchase, offer or sale of such securities under the laws and regulations in force in anyjurisdiction to which it is subject or in which it makes such purchase, offer or sale, and neither the Fund nor theDistributors shall have any responsibility thereof. Foreign investors interested in subscribing to the Offer Shares

should inform themselves as to the applicable legal requirements under the laws and regulations of the countries

of their nationality, residence or domicile and as to any relevant tax or foreign exchange control laws andregulations which may affect them.

This Prospectus sets forth concisely the information about the Fund that prospective investors will findhelpful in making an investment decision. Investors are encouraged to read this Prospectus carefully and retain

it for future reference. Additional information about the Fund has been filed with theSecurities and Exchange Commission (SEC) and is available upon request.


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The following information was lifted from the Interim Financial Statements of the Fund for the period ended

June 30, 2013 and Audited Financial Statements for the years ending December 31, 2012 and December 31,2011. The latest financial reports prepared by the Funds external auditor, Isla Lipana & Co., as ofDecember31, 2012, appear at the end of this Prospectus. The information set out below should be read in conjunction withthe financial statements and related notes that are found in this Prospectus, starting on page 43.

ALFM GROWTH FUND

As of June 30, 2013 (Interim)

Balance Sheet Income Statement

Total Assets PhP 7,104,549,623 Revenues PhP 385,744,643

Total Liabilities 203,699,276 Expenses 76,914,361

Net Income Before Provisionfor Tax 308,830,282

Provision for Tax -

Total Equity PhP 6,900,850,347 Net Income PhP 308,830,282

Net Asset Value per Share as of June 30, 2013: PhP 226.66

As of December 31, 2012 (Audited)


Total Assets PhP 4,828,443,364 Revenues 508,540,616


Net Income Before Provision

for Tax 423,653,269

Provision for Tax 0

Total Equity 4,805,240,121 Net Income 442233,,665533,,226699

Net Asset Value per Share as of December 31, 2012: PhP 221.35

As of December 31, 2011 (Audited)


Total Assets PhP 2,288,329,646 Revenues PhP 70,450,008


Net Income Before Provision

for Tax 10,677,838

Provision for Tax 0

Total Equity 2,209,128,150 Net Income 10,677,838

Net Asset Value per Share as of December 31, 2011: PhP 185.74


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RRIISSKKDDIISSCCLLOOSSUURREESSTTAATTEEMMEENNTT

GENERAL RISK WARNING

The prices of the securities can and do fluctuate, and any individual security may experience upward ordownward movements, and may even become valueless. There is an inherent risk that losses may beincurred rather than profit made as a result of buying and selling securities.

Past performance is not a guide to future performance.

There is an extra risk of losing money when securities are bought from smaller companies. There may be

a big difference between the buying price and the selling price of these securities.

An investor deals in a range of investments each of which may carry a different level of risk.

PRUDENCE REQUIRED

This risk warning does not purport to disclose all the risks and other significant aspects of investing in these

securities. An investor should undertake his or her own research and study on the trading of securities beforecommencing any trading activity. He/she may request information on the securities and Issuer thereof from theCommission which are available to the public.

PROFESSIONAL ADVICE

An investor should seek professional advice if he or she is uncertain of, or has not understood any aspect of, thesecurities in which to invest or the nature of risks involved in trading securities, especially high risk securities.


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RRIISSKKFFAACCTTOORRSSAANNDDIINNVVEESSTTMMEENNTTCCOONNSSIIDDEERRAATTIIOONNSS

The NAV of the Fund may fluctuate due to changes in the market values of the Funds investments. Such

changes in market value may be attributable to various factors such as:

A. Factors External to the Fund, listed in the order of importance:

1) Market Risk - the risk that movements in the financial markets will adversely affect the investments of theFund. The markets will fluctuate based on many factors, such as the state of the economy, current events,

corporate earnings, interest rate movements. This is also referred to as price risk. To properly manageprice risk, various risk measurement methodologies are utilized to quantify the potential changes inportfolio value resulting from changes in the security market prices such as Value at Risk measurement.Risk is, then, monitored and controlled through the establishment of debt and equity exposure limits andtracking error. Investment portfolios are also subject to price risk stress testing on a periodic basis.

2) Inflation Risk - the risk that the return of your investments will not keep pace with the increase in consumer

prices. Although there is the possibility that in bearish markets, the investor may incur losses when bondand stock prices are down, generally the bond and stock markets are able to recover after some time.Investors are, therefore, advised to ride the cycle because over time, securities investments are still a proven

way to generate capital growth.

3) Interest Rate Risk - the risk that the value of the Funds investments in bonds and fixed income securitieswill decline as interest rates rise. Bond prices are inversely related to interest rates. As interest ratesincrease, bond prices decrease. To mitigate this risk, the Fund Manger closely monitors movements ininterest rates and takes advantages of opportunities to sell in order to realize market gains.

4) Credit Risk - the risk that the Funds investments in bonds will decline as the bond issuer may not be able topay its debt on interest payment dates and maturity date. Investments undergo a strict approval processespecially for corporate issues. The Fund Manager reviews credit ratings and ensures that assets are of

high quality to minimize this type of risk.

5) Liquidity Risk - the risk that the investments of the Fund cannot be sold or converted into cash within areasonable time or in instances where the sale or conversion is possible but not at a fair price. To mitigate

this risk, the Fund observes existing rules and regulations related to maintaining a certain percentage of theFundsassets in liquid assets.

B. Risks Inherent to the Fund, listed in the order of importance:

1) Investors in an open-end fund are exposed to the risk of dilution, since other investors are allowed topurchase shares and/or redeem their entire holdings any time. Given this inherent risk, the Fund Managertries to lessen the frequency of withdrawals by imposing an early redemption fee for investors who redeem

from the Fund during the stipulated minimum holding period. By doing this, investors are discouraged toredeem during the minimum holding period, thereby allowing the Fund Manager to maximize theinvestments during the said period.

2) Unlike closed-end funds, the investment potential and capability of the Fund is limited by liquidityconstraints as the Fund Manager should always ensure that there are sufficient liquid assets to serviceredemptions at any given time.

3) Unlike bank accounts, investment companies / mutual funds are neither insured with the PDIC nor anyother agency of the government, nor guaranteed by the Fund Manager. Before investing in the Fund,investors are expected to understand that the Fund is not a bank deposit product and any income, or loss,

shall be for the account of the investor. Investors are advised to read the Prospectus of the Fund, whichmay be obtained from authorized distributors, before deciding to invest. The Fund is registered with the

Securities and Exchange Commission.


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4) Mutual funds are subject to "manager risk," which is the potential for a fund to fail to achieve its objectivesdue to investment decisions by the Fund Manager, caused by the Fund Managers ability, or failure, to

read the market accurately. To mitigate this risk, the Fund Manager employs a thorough investmentprocess, considering macroeconomic factors and integrating them in asset allocation models to optimize thereturn of the portfolio. The Fund Manager likewise keeps abreast of current market conditions through

various trainings and seminars on fund management techniques as well as close coordination with various

counterparties and regulators.


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Issuer ALFM Growth Fund, Inc.17th Floor, BPI Building, Ayala Avenue cor.

Paseo de Roxas, Makati City

Fund Manager BPI Investment Management, Inc.17th Floor, BPI Building, Ayala Avenue cor.Paseo de Roxas, Makati City

Distributors BPI Capital CorporationBPI Investment Management, Inc.

BPI Securities Corporation

Citicorp Financial Services & Insurance Brokerage Phils., Inc.

Investment Advisor

Receiving Banks

Bank of the Philippine Islands

Asset Management & Trust Group17th Floor, BPI Building, Ayala Avenue cor.Paseo de Roxas, Makati City

Bank of the Philippine IslandsBPI Building, Ayala Avenue cor. Paseo de RoxasMakati City

BPI Family Savings BankBPI Family Savings Bank Building, Paseo de Roxas

cor. dela Rosa St., Makati City

Custodian Bank Hongkong and Shanghai Banking Corp.The Enterprise Center, Ayala Avenue cor. Paseo de RoxasMakati City

External Auditor Isla Lipana & Co.Member firm of PriceWaterhouse29th Floor, Philamlife TowerPaseo de Roxas, Makati City


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DDEEFFIINNIITTIIOONNOOFFTTEERRMMSS

ALFM Mutual Funds

Application or Account Opening Form

ALFM Peso Bond Fund, Inc.ALFM Dollar Bond Fund, Inc.

ALFM Euro Bond Fund, Inc.Philippine Stock Index Fund Corp.

ALFM Growth Fund, Inc.ALFM Money Market Fund, Inc.

The application for subscription to the Offer Shares in the formprescribed

BFSB

Bn

BPI

BPI Asset Management

BPI Capital

BPI Family Savings Bank

Billion

Bank of the Philippine Islands

Bank of the Philippine Islands Asset Management & TrustGroup

BPI Capital Corporation

BPI Investment BPI Investment Management, Inc.

BPI Securities

Bps

BPI Securities Corporation

basis points (1/100 of 1% or 0.0001)

BSP Bangko Sentral ng Pilipinas

Corporation ALFM Peso Bond Fund, Inc.ALFM Dollar Bond Fund, Inc.

ALFM Euro Bond Fund, Inc.Philippine Stock Index Fund Corp.ALFM Growth Fund, Inc.

ALFM Money Market Fund, Inc.

Corporation Code The Corporation Code of the Philippines(Batas Pambansa Blg. 68)

Credit Authority The redemption slip for the Funds Shares, signed by aShareholder, authorizing the Receiving Bank to credit the

proceeds from the sale of said Shares into the ShareholdersSettlement Account

Debit Authority The contribution slip for the Funds Shares, signed by anapplicant, authorizing the Receiving Bank to debit saidapplicants Settlement Account for the full payment of the Shares

applied for

Depositary Receipt The evidence of ownership of a Shareholders holdings in theFund

Distributors BPI Capital CorporationBPI Investment Management, Inc.

BPI Securities CorporationCiticorp Financial Services & Insurance Brokerage Phils., Inc.


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Early Redemption Fee

Fund

The redemption fee of 1.0% imposed on redemptions made byShareholders during the minimum holding period

ALFM Growth Fund, Inc.

Fund Manager BPI Investment Management, Inc.

Investment Advisor

Investment Company Act

BPI Asset Management

The Investment Company Act of 1960 (Republic Act No. 2629)

Mn Million

Minimum Holding Period

NAV

The period during which a 1.0% early redemption fee is chargedfor redemptions made during the said period, as follows:

Name of Fund

Minimum

Holding Period

ALFM Growth Fund 180 days

Net Asset Value, defined as the value of the assets of the Fund,less the value of the liabilities

NAV per Share NAV divided by the total number of Shares outstanding,including deposits for subscription, if there are pendingapplications to increase the Authorized Capital Stock

Offer The Offer to the public for subscription to the maximum numberof unclassified and voting common shares of the Fund at the

Offer Price, as follows:

Name of Fund

Maximum

Number ofShares

ALFM Growth Fund 36,000,000

Offer Price

Offer Shares

The Fundsprevailing NAV per Share computed as of end-of-day

on the date of purchase of the Shares, plus the applicable salesload, to a maximum of 3%.

The unclassified and voting common shares of the Fund

Name of Fund

Maximum

Number of

SharesALFM Growth Fund 36,000,000

Par Value The par value of the Shares, as shown below:

PAS

PDEx

Peso or PhP

Name of Fund

Par Value

(in PhP)

ALFM Growth Fund 100.00

Philippine Accounting Standards

Philippine Dealing and Exchange Corporation

Philippine peso, the lawful currency of the Republic of thePhilippines


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PIFA

PSEi

Qualified Mutual Fund Sales Agent

or Sales Agent

Philippine Investment Funds Association

The Philippine Stock Exchange Composite Index

An individual, employed by a Distributor, who shall have taken

and passed the mutual fund sales agents licensing examination

given by the SEC

Redemption Price The Fundsprevailing NAV per Share computed as of end-of-dayon the date of sale of the Shares, less the applicable EarlyRedemption Fee, if any

Registration Statement The registration statement filed by the Fund with the SEC incompliance with the Securities Regulation Code and theInvestment Company Act

Regular Subscription Plan (RSP) The automated periodic purchase (i.e., monthly, quarterly, semi-annually, or annually) of the Funds shares in a pre-determinedfixed amount

Sales Load The sales commission, to a percentage not exceeding 3.0%, if

any, collected from the subscribers of the Shares and paid to theDistributors or their Qualified Mutual Fund Sales Agents

SEC The Securities and Exchange Commission of the Philippines

Securities Regulation Code Republic Act No. 8799

Servicing Agent A Qualified Mutual Fund Sales Agent of the Fund with whom aShareholder shall transact purchases and redemptions of theShares

Settlement Account A BPI or BFSB current account or savings account required to beopened and maintained by each person or entity transacting theShares against which all payments for Shares purchased shall be

debited and into which all proceeds of Shares sold shall becredited

Shareholder An owner of shares in the ALFM Growth Fund

Shares The unclassified and voting common stock of the ALFM GrowthFund, issued out of the Funds authorized capital stock or, when

the context requires, the Funds outstanding capital stockincluding the Offer Shares


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Eligible Investors The Shares of the Fund may be held by any person of legal age, or by a duly authorizedand existing corporation, partnership or other entity regardless of nationality.

However, because the Fund shall invest in shares of stock of Philippine corporations,

Philippine law limits foreign ownership of the Fund to a maximum of forty percent(40%) of the Fundsissued and outstanding capital stock. The Fund, through the Stock

Transfer Agent, has the right not to permit nor allow the issuance or transfer of sharesof the Fund which would reduce the ownership by Philippine nationals of the Fundsoutstanding capital stock to less than 60%.

Any applicant for subscription to the Offer Shares shall declare and warrant that he/sheis of legal age or, in the case of a corporate applicant, that there are no legal restrictions

prohibiting its acquisition of the Shares applied for and that such applicant is otherwiseeligible to remain a Shareholder of the Fund throughout the duration of the period thathe/she/it owns Shares of the Fund.

The Offer The Fund is offering to the public its unclassified and voting common shares at the

Offer Price. The Shares shall be made available for sale until the earlier of: (i) the datethe Fund terminates the Offer, or (ii) the date when the number of Shares subscribed

and paid for has reached the Authorized Capital Stock indicated below:

Name of Fund

Authorized

Capital Stock

ALFM Growth Fund 36,000,000

The Offer Price The Shares shall be offered at an Offer Price based on the Funds NAV per Share

computed as of end-of-day on the date the purchase order is made, plus the applicableSales Load (in such percentages but not exceeding 3.0%). Shares applied for after theCut-off Time shall be offered at an Offer Price based on the NAV per Share calculatedas of the next business day, plus the applicable Sales Load, if any.

Cut-off Time

Minimum

Subscription

2:30 p.m. on a business day

A minimum subscription amount or worth of Shares shall be considered for each newapplication. The Fund, subject to the approval of its Board of Directors, may changesuch initial subscription amount and minimum additional subscription amount,including that of the Regular Subscription Plan. Securities sold shall be on cash basis.

Installment sales are hereby expressly prohibited. In a Regular Subscription Plan, theinvestor purchases shares in a periodic frequency (i.e., monthly, quarterly, semi-annually, or annually) and at a fixed amount, the minimum of which is indicatedbelow.

Name of Fund

Minimum

InitialSubscription

Amount

Minimum

AdditionalSubscription

Regular

SubscriptionPlan (RSP)

ALFM Growth Fund PhP 5,000.00 PhP 1,000.00 PhP 1,000.00

Minimum

Maintaining

Balance

Minimum Partial

Redemption

At any time, Shareholders should have holdings in the Fund worth at least:

Name of Fund

Minimum

Maintaining Balance

ALFM Growth Fund PhP 5,000.00

Redemptions by Shareholders from the Fund should be worth at least:

Name of FundMinimum

Partial Redemption

ALFM Growth Fund PhP 1,000.00


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Should a partial redemption result in the investment falling below the required

Minimum Maintaining Balance, the entire shareholdings of the Shareholder, multipliedby the applicable NAV per Share as of the date of the partial redemption, shall be paidto the said Shareholder via a credit to his/her/its Settlement Account.

Payment for theShares

Shares applied for shall be paid in full via a Debit Authority against the applicantsSettlement Account signed by the applicant on the date of application. The Purchase

Order should be received during the trading hours of 8:30 a.m. to 2:30 p.m.; theapplicants Settlement Account shall be earmarked in real-time for the subscriptionamount and the actual debit shall be done at end-of-day after the Offer Price for the dayshall have been determined.

Registration of

Investments

The registration of foreign investments in the Offer Shares with the proper PhilippineGovernment authorities or authorized agents shall be the responsibility of the affected

foreign investor.


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CCOOMMPPAANNYYBBAACCKKGGRROOUUNNDD

The ALFM Growth Fund, Inc. (ALFM Growth or the Fund)is a domestic corporation duly authorized tooperate as an open-end investment company. The Fund was incorporated on November 27, 2007 with an

authorized capitalization of PhP 400.0 Million consisting of 4,000,000 common shares of par value PhP100.00

per share. The Fund was organized to engage in the sale of its shares of stock and in the investment of theproceeds thereof into a basket of stocks and fixed-income securities. The following table provides information

on the history of the Funds authorized capital stock increases:

Increase No. Authorized Capital Stock Date of SEC Approval1 10,000,000 shares November 20, 20092 20,000,000 shares January 19, 2011

3 30,000,000 shares June 22, 2012

4 36,000,000 shares February 25, 2013

On September 8, 2009, the Board of Directors and Shareholders of the Fund approved the increase inAuthorized Capital Stock to PhP 50.0 Billion consisting of 500,000,000 common shares of par value PhP100.00per share, and to be implemented in tranches. The Authorized Capital Stock was increased to PhP 1.0 Billion

divided into 10,000,000 shares of par value PhP100.00 on November 20, 2009. The Funds Authorized CapitalStock currently stands at PhP 3.6 Billion consisting of 36,000,000 common shares of par value PhP100.00 pershare, as approved by the Commission on February 25, 2013.

The Fund has entered into a Management and Distribution Contract with BPI Investment Management, Inc.authorizing BPI Investment to purchase and sell investment securities for the account of the Fund. The Funddoes not have employees of its own since the management and administration functions are already being

handled by BPI Investment. The Fund has adopted a Manual of Corporate Governance and an Anti-MoneyLaundering Operating Manual. Monthly reporting of the Funds operations to the Board of Directors is beingperformed by BPI Investment to properly identify, assess and manage risks that may arise any time during theFunds daily operations. ALFM Growth does not own any propertysuch asreal estate, plant and equipment,

mines, patents, etc. required to be disclosed under Annex C of SRC Rule 12.1.

ALFM Growth is categorized as a Peso-denominated equity fund. There are currently fifty-two (52) investmentcompanies in the Philippines, of which ten (10) are Peso-denominated equity funds. ALFM Growth competeswith the other Peso-denominated equity funds currently available in the market (i.e., Sun Life ProsperityPhilippine Equity Fund, Inc. (21.82% market share), Philam Strategic Growth Fund, Inc. (16.20% market

share), Philippine Stock Index Fund Corp. (14.70% market share), Philequity Fund, Inc. (13.83% market share),First Metro Save and Learn Equity Fund, Inc. (11.19% market share), ATRKE Equity Opportunity Fund, Inc.(10.86% market share), United Fund, Inc. (1.06% market share), ATRKE Alpha Opportunity Fund, Inc. (0.40%market share), and Philequity PSE Index Fund, Inc. (0.24% market share)). With about PhP 6.33 Billion in Net

Asset Value as of August 31, 2013, ALFM Growth accounts for 9.70% of this segment. Investors who invest inALFM Growth aim to achieve superior returns through prudent investment strategies by the fund manager.ALFM Growth also boasts of a wide network of competent and knowledgeable mutual fund sales agents who

are prepared to advise investors on the benefits and risks of investing in mutual funds.

REGULATORY SUPERVISION

Investment companies are regulated by the Securities and Exchange Commission and are registered under theInvestment Company Act of 1960 and the Securities Regulation Code (SRC) of 2000. Prior to the SRC,investment companies were registered under the Revised Securities Act. Any amendments to these or their

implementing rules and other applicable laws may have effects on the operations of investment companies. Theproposed Collective Investment Schemes Law that will replace the Investment Company Act is expected to beof tremendous benefit to the entire mutual fund industry.

LEGAL PROCEEDINGS

The Fund, its Directors and Officers, have not been involved in any material legal proceeding since the Funds

incorporation.


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DDEESSCCRRIIPPTTIIOONNOOFFCCAAPPIITTAALLSSTTOOCCKK

Capital Structure

The ALFM Growth Fundsauthorized capital stock is shown in the table below:

Name of Fund Number of

Authorized Shares

Par Value

(in PhP)

Authorized

Capital Stock

(in PhP)

ALFM Growth Fund 36,000,000 100.00 3,600,000,000

The Fund shall offer to the public common shares to be priced at the Net Asset Value per Share, determined atend-of-day after the close of trading hours, plus any applicable sales load fee and other incidental charges.

Rights and Privileges / Voting Rights

The Fund shall issue only one (1) class of common shares. The Shares have identical rights and privileges,including voting rights. Each Share entitles the holder thereof to one vote at any meeting of Shareholders of theFund. Shareholders shall have cumulative voting rights for the election of the Fundsdirectors.

Preemptive Rights

The Corporation Code confers preemptive rights to shareholders of a Philippine corporation and entitles them tosubscribe to all issues or other dispositions of shares by the corporation in proportion to their respective

shareholdings, regardless of whether the shares proposed to be issued or otherwise disposed of are identical inall respects to the shares held. However, a Philippine corporation may provide for the exclusion of thesepreemptive rights in its Articles of Incorporation and By-Laws.

The FundsArticles of Incorporation deny preemptive rights to the Shareholders. Therefore, Shareholders ofthe Fund do not havethe preemptive right to subscribe to any new issue of shares nor the right to purchase anydisposition by the Fund of any of its treasury shares. Furthermore, no Shareholder shall have a preemptive or

other right to purchase, subscribe for, or take any part of any stock or any other securities convertible into, orcarrying options or warrants to purchase, shares of the Fund. Any part of such stock or other securities may atany time be issued, optioned for sale, and sold or disposed of by the Fund pursuant to the resolution of its Boardof Directors, to such persons and upon such terms as may, to such Board, seem proper, without first offering

such stock or securities or any part thereof to existing Shareholders.

Appraisal Right

Under the Corporation Code, Shareholders who dissent from certain corporate actions (including the merger or

sale of all or substantially all of the assets of the Fund) may demand payment of the fair market value (net assetvalue) of their Shares in certain circumstances.

Other than the foregoing, there are no other material rights for common shareholders of the Fund.

Dividends

The Corporation Code generally requires a Philippine corporation with surplus profits in excess of 100% of itspaid-up capital to declare and distribute such surplus to its shareholders in the form of dividends.

Notwithstanding this general requirement, a Philippine corporation may retain all or any portion of such surpluswhen (i) justified by definite expansion plans approved by its Board of Directors; (ii) the required consent ofany financing institution or creditor to such distribution is not forthcoming; or (iii) it can be clearly shown that

such retention is necessary under special circumstances.


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The Board of Directors of the Fund has adopted a policy, consistent with the Funds objective of capitalappreciation, to retain the surplus profits of the Fund in the retained earnings account. Such accumulation is

reflected in the computation of the net asset value per share. Shareholders realize their gains when shares areredeemed. To date, there have been no distributions of dividends to shareholders. The Board of Directors of theFund may amend the dividend policy as conditions warrant. In said event, the declaration of cash dividends is

subject to the restriction that no dividends will be declared that will impair the capital stock of the company.

Other Provisions

There are also no provisions in the Articles of Incorporation or By-Laws that would delay, deter or prevent achange in control of the Fund.

MARKET FOR THE REGISTRANTSCOMMON EQUITY AND RELATED SHAREHOLDERSMATTERS

Principal Market

The Shares of the ALFM Growth Fund are available for purchase primarily by resident citizens or investors of

legal age, or by duly authorized and existing corporations, partnerships or other entities, subject to existingPhilippine laws, through licensed mutual fund sales agents of the Funds Distributors. Investors who wantexposure in a diversified portfolio of equities and fixed-income instruments, with a medium-term to long-terminvestment horizon, are the primary target market of the Fund. The Shares of the Fund are not traded publicly on

an exchange since the Fund stands ready to redeem or buy back the Shares from the Shareholders any time.

Shares of the Fund may be purchased from the Distributors or their Sales Agents at an Offer Price based on the

FundsNAV per Share from 8:30 a.m. to 2:30 p.m. (Cut-off Time) of the date the purchase order is made, plusthe applicable sales load, which is at a percentage not exceeding 3.0% of the amount invested. Shares appliedfor after the Cut-off Time shall be offered at an Offer Price based on the NAV per Share calculated as of thenext business day, plus the applicable sales load, if any.

Stated below are the NAV per Share of the Fund at the end of the quarters in 2008, 2009, 2010, 2011, 2012, and2013.

Stated below are the High and Low Net Asset Value Per Share (NAVPS) for the indicated quarters:

ALFM Growth Fund (PhP)

1Q 2Q 3Q 4Q

2008 96.12 85.07 86.57 74.02

2009 78.27 95.93 117.03 121.65

2010 128.35 143.15 178.82 187.37

2011 175.55 185.18 171.86 185.74

2012 230.19 215.66 212.29 221.35

2013 250.59 237.74 230.39 -


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ALFM Growth Fund, Inc.

2010 2011 2012 2013

Jan-Mar high 03/30/10 129.72 01/03/11 188.03 03/30/12 230.20 3/27/2013 250.63

low 02/09/10 110.85 02/28/11 164.06 01/02/12 186.33 1/1/2013 221.34

Apr-Jun high 06/30/10 143.15 04/25/11 188.46 5/2/2012 246.97 5/22/2013 271.56low 04/20/10 128.25 06/14/11 177.44 6/4/2012 204.22 6/25/2013 220.00

Jul-Sep high 07/02/10 139.55 08/01/11 196.72 7/6/2012 221.71 7/24/2013 248.86

low 09/27/10 182.11 09/26/11 160.33 9/6/2012 206.62 8/28/2013 211.78

Oct-Dec high 11/4/2010 198.24 12/26/11 186.77 12/26/2012 222.53 - -

low 11/30/2010 178.26 10/05/11 165.01 11/18/2012 207.83 - -

Number of Shareholders

The table below shows the Fundstotal number of shareholders as of August 31, 2013:

Name of FundNumber of

Shareholders

ALFM Growth Fund 9,076

Share Options and Treasury SharesNone of the Shares of the Fund are covered by options.

Issue of Shares

The Fund may issue additional Shares to any person, subject to the restrictions as may be stated in their Articlesof Incorporation and/or By-Laws, and for a consideration based on Net Asset Value per Share.

Stock Certificates

In the interest of economy and convenience, definitive stock certificates representing the FundsShares shall notbe issued unless requested by a Shareholder in writing addressed directly to the Fund through the FundsSalesAgents. In lieu of stock certificates, the Fund shall issue to Shareholders Depositary Receipts.

In case a stock certificate is issued, such certificate shall be returned to the Fund in the event of full or partialredemption by the holder thereof. The stock certificate shall be cancelled and no new certificate shall be issued

until the cancelled certificate shall have been returned to its original place in the stock certificate transfer book.

The necessary expenses for each certificate of stock issued or transferred shall be borne by the Shareholder whorequested such issuance or transfer.

Share Register

The Fundsofficial share register shall be maintained by the Corporate Secretary, through the FundsService

Administrator, who shall likewise be principally responsible for the maintenance of the official stock andtransfer book of the Funds in coordination with the Stock Transfer Agent, BPI, who, in turn, shall be responsiblefor the issuance of stock certificates, as may be requested by Shareholders, and the payment of dividends, if any.

Recent Sales of Unregistered or Exempt Securities Including Recent Issuances of Securities Constituting

an Exempt Transaction

Not applicable.


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DDIIRREECCTTOORRSS,,OOFFFFIICCEERRSS,,AANNDDSSIIGGNNIIFFIICCAANNTTSSHHAARREEHHOOLLDDEERRSS

The following, who are all Filipino citizens, are the Funds Directors and Officers as of the date of thisProspectus:

1. Romeo L. Bernardo, Chairman / Independent Director

Mr. Bernardo, Filipino, born in 1954, 59 years old, is the Chairman of the fund since 2007. He iscurrently the President of Lazaro Bernardo Tiu & Associates, Inc., a boutique financial advisory firm,

and serves as GlobalSource economist in the Philippines. He organized LBT together with formerEnergy Secretary Delfin Lazaro and Atty. Helen Tiu. Mr. Bernardo is a member of the Board ofDirectors of several companies and organizations including Globe Telecom from 2001 to present; Bank

of the Philippine Islands from 2002 to present; RFM Corporation from 2003 to present; PhilippineInvestment Management (PHINMA), Inc. from 2005 to present; Aboitiz Power, Inc. from 2008 topresent; Philippine Institute for Development Studies (PIDS) from 2005 to present; Ayala LifeAssurance Incorporated/Ayala Plans, Inc. from 2006 to present; and National Reinsurance Corporation

of the Philippines from 2006 to present. He is the Chairman of ALFM Peso Bond Fund, Inc. from 2003

to present, ALFM Dollar Bond Fund, Inc. from 2003 to present, ALFM Euro Bond Fund, Inc. from2005 to present and ALFM Money Market Fund, Inc, from 2009 to present and Philippine Stock IndexFund Corp. since 2007. Mr. Bernardo was an alternate director of the Asian Development Bank from1997 to 1998 and Undersecretary for International Finance, Privatization & Treasury Operations of theDepartment of Finance of the Republic of the Philippines from 1990 to 1996. Mr. Bernardo received a

Bachelor of Science degree in Business Economics (magna cum laude) from the University of thePhilippines and a Masters in Development Economics degree from Williams College.

2. Maria Theresa M. Javier, Vice Chairman / Director

Ms. Javier, 43, Filipino, born in 1970, is the Group Head of the Asset Management and Trust Group of

Bank of the Philippine Islands (BPI), a position she assumed since 2009. She joined BPI in 1995. She

serves as Director of the following mutual fund companies: ALFM Peso Bond Fund, ALFM DollarBond Fund, ALFM Euro Bond Fund, ALFM Money Market Fund, ALFM Growth Fund, andPhilippine Stock Index Fund. She is a member of the Board of Senior Advisers of the Fund Managers

Association of the Philippines and the Trust Officers Association of the Philippines, and served asPresident of both associations. She is also a Director of the following companies: BPI InvestmentManagement, Inc., McCann World Group Philippines, Inc., Fintec Holdings, Inc., Phase II Holdings,

Inc., Cebu Holdings, Inc., Cebu Property Ventures & Development Corp., and Roxas LandCorporation. She graduated cum laude from the University of the Philippines Los Banos in 1990 witha B.S. Economics degree and finished her Masters Degree in Economics in 1994 at the University ofthe Philippines School of Economics Diliman. In 2006, she took up the CFA Institute Investment

Management Workshop at the Harvard Business School in Boston, Massachusetts. She completed theAdvanced Management Program also at the Harvard Business School in 2010.

3. Sherisa P. Nuesa, President / Director

Ms. Nuesa, Filipino, born 1954, 59 years old, is formerly a Managing Director of Ayala Corporation.

Currently, she is a Board member of the Blackhorse Emerging Enterprises Fund (Singapore), FarEastern University, and Psi Technologies, Inc. From 2009 to July 2010, she was seconded toIntegrated Micro-electronics, Inc. (IMI) as CFO and Senior Managing Director, also concurrently Chief

Administrative Officer. Previous to the IMI assignment, she was the CFO of Manila Water Companyfor nine (9) years up to Dec. 2008, where she was instrumental in the companys successful InitialPublic Offering (IPO). In 2008, she was voted ING-Finex (Financial Executives Institute of thePhilippines) CFO of the Year. Her past assignments in the Ayala Group include being a member of the

Senior Management Committee of Ayala Land up to 1999, where she was Head of the CommercialCenters Group and previously the Group Comptroller. She also served as a Board member of variousAyala Land subsidiaries. Ms. Nuesa has several successful IPOs to her credit, playing a lead role in the

IPOs of Ayala Land, Inc., Cebu Holdings, Inc., Cebu Property Ventures & Development Corporation,Manila Water Company, as well as the PSE listing of IMI. Ms. Nuesa graduated summa cum laudefrom the Far Eastern University (Institute of Accounts, Business and Finance) in 1974. She holds a


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Master in Business Administration (MBA) degree from the Ateneo-Regis Graduate School of Business.In 1991, she attended the Financial Management Program for Executives, at Stanford University in

California and in 1999, she completed the 3-month Advanced Management Program of the HarvardBusiness School for senior executives, in Boston, Massachusetts. She was installed in the Society ofFellows (Professional Directorship Program) of the Institute of Corporate Directors, Philippines in

2011.

4. John Philip S. Orbeta, Independent Director

Mr. Orbeta, Filipino, born in 1961, 52 years old, is a Managing Director of Ayala Corporation and theHead of its Corporate Services Group. He is also a member of its Senior Management Committee. Hefounded HRMall, a subsidiary of Ayala Corp. and currently is its President. HR Mall is the Ayala

Groups shared services center and is now a fullfledged business process outsourcing (BPO) companyspecializing in human resource services. He also directs the Ayala Business Club and manages theAyala Young Leaders Congress. Prior to joining Ayala in 2005, Mr. Orbeta was a Vice President at

Watson Wyatt & Company, a NYSE-listed global consulting firm, and led its Human CapitalConsulting Group which supervised operations in the U.S. and Canada, the U.K. and Europe, AsiaPacific, and Latin America. He transformed Watson Wyatt Philippines into one of its most successfulcountry offices during his nine (9) year tenure as Managing Director. He was also a Board member of

Watson Wyatt & Co. from 2000 to 2003. In 2008, Mr. Orbetas program Reinventing HR at Ayalawas awarded the People Program of the Year by the People Management Association of the Philippines

(PMAP). He received the Global HR Excellence Award for HR Leadership in the Philippines from theWorld HR Congress. In 2009, he was awarded by PMAP as the People Manager of the Year. Mr.Orbeta graduated from the Ateneo de Manila University in 1982 with an A.B. Economics degree. Heaccomplished the requirements of the American Compensation Associations Certified Compensation

Profession (CCP) Program in 1989. He completed the Watson Wyatt Leadership DevelopmentProgram at Harvard Business School, Boston, Massachusetts, in 1995.

5. Mario T. Miranda, Director

Mr. Miranda, Filipino, born in 1958, 55 years old, is currently the head of AMTGs WealthManagement Team, overseeing customer relationship management (CRM) of all individual customers

of AMTG. His team is tasked with providing wealth management services to the various segments ofthe banks consumer banking group. He is also a part time faculty Graduate School, MathematicsDepartment of the Ateneo de Manila University. He earned his MBA from the University of California

and is a Registered Financial Consultant. He graduated from Management Engineering, a premier 5year honors course from the Ateneo de Manila University.

Other Officers of the Fund

1. Fernando J. Sison III, Treasurer

Mr. Fernando J. Sison III, Filipino, born in 1952, 61 years old, is the Treasurer of the Fund since 2007.He is also currently the President of BPI Investment Management, Inc. (formerly Ayala Investment

Management, Inc.) since May 2004. He previously served as the head of many of BPI's departments,including AMTG Portfolio Management, AMTG Retail Distribution, Private Banking, and SecuritiesDistribution Group, including assignments in BPI International Finance Ltd. (HK) as Head ofInvestment Management Division and BPI Capital Corporate Finance Group as Team Head of

Syndications and Underwriting. He completed the Corporate Finance Module of JP Morgan in NewYork City and underwent on-the-job training with JP Morgan in Hongkong. He previously served asPresident of the Investment Company Association of the Philippines (ICAP) in 2003, 2004, and 2006and currently serves as Chairman of the Board of the Philippine Investment Funds Association (PIFA),formerly ICAP, from 2008 to 2011. He served as Governor of the Market Governance Board of thePhilippine Dealing and Exchange Corp. in 2008 and 2011. Mr. Sison graduated from the Ateneo deManila University with an A.B. in General Studies degree (Honorable Mention). He obtained his

M.B.A. degree from the University of the Philippines (Diliman).


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2. Elvie Y. Reyes, Compliance Officer

Ms. Reyes, Filipino, born in 1972, 41 years old, graduated in 1993 from the University of Santo Tomaswith a degree of Bachelor of Science major in Accounting and passed the Licensure Exam for CertifiedPublic Accountant on same year. She is currently the Compliance Officer of BPI Investment

Management Inc. She has 19 years of banking and trust investment experience, having previously

worked for Equitable PCIBank, Security Bank, American Express Company, HSBC Electronic DataProcessing (Philippines) Inc., and ING Bank N.V. Manila BranchTrust Department.

3. Atty. Sabino B. Padilla IV, Corporate Secretary

Atty. Sabino B. Padilla IV, Filipino, born in 1960, 53 years old, is the Corporate Secretary of the Fund

since 2007. Atty. Padilla graduated with a degree in Bachelor of Laws from the University of thePhilippines in 1985. He then received his Master of Laws from the Harvard University, USA in 1988.He is currently a partner of the Padilla Law Office which is legal counsel to various religious orders,

societies and congregations for men and women as well as educational institutions and hospitalsoperated by them, and to BPI and its subsidiaries. Atty. Padilla is also the Corporate Secretary of othermutual funds such as ALFM Money Market, ALFM Peso, ALFM Euro, ALFM Dollar, and PhilippineStock Index Fund.

Significant employees

The ALFM Growth Fund does not have employees of its own since the management of the Fund is alreadybeing handled by its Fund Manager, BPI Investment Management, Inc. The Fund (registrant) does not have a

parent company.

Additional Information Required under Annex C of SRC Rule 12.1:

The incorporators of the Fund are:

Mr. Romeo L. Bernardo, Mr. Adelbert A. Legasto, Mr. Isagani G. de Castro, Mr. Ramon G. Madrid,and Mr. Emilio S. de Quiros, Jr.

Each Director shall serve for a term of one (1) year from his appointment and until his successor hasbeen duly elected and qualified, provided, however, that any Director may be removed from office atany time with or without cause by a 3/4 vote of the subscribed capital stock entitled to vote. Other thanthis, the Fund has no existing employment contract with any of the FundsDirectors.

Mr. Romeo L. Bernardo and Mr. John Philip S. Orbeta are the Independent Directors of the Fund. Anindependent director is a person not having any relationship or position in the Fund, or in partiesrelated to the Fund, the holding of which would interfere with the exercise of independent judgment incarrying out the responsibilities of a director, in compliance with Section 38 of the SecuritiesRegulation Code.

Each Director and Officer is compensated an amount for every Board meeting attended, as shown inthe table below:


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Director / Officer Position Year Salary BonusOtherSalary

Romeo L. Bernardo Chairman

2010 46,750.00 - -

2011 46,750.00 - -

2012 68,000.00 - -

2013 (estimated) 120,000.00 - -

Adelbert A. Legasto President(Until December 2012)

2010 53,950.00 - -

2011 46,750.00 - -2012 68,000.00 - -

2013 (estimated) - - -

Isagani G. De CastroIndependent Director(Until April 20, 2012)

2010 46,750.00 - -

2011 46,750.00 - -

2012 17,000.00 - -


Emilio S. De QuirosJr.

Former Director(Until November 2010)

2010 31,500.00 - -

Maria Theresa M.Javier

Director(Starting

November 2010)

2010 - - -

2011 - - -

2012 - - -


Ramon G. MadridIndependent Director

(Until April 20, 2012)

2010 49,500.00 - -

2011 49,500.00 - -

2012 18,000.00 - -


Sherisa P. NuesaIndependent Director

(Starting April 20, 2012)

2010 - - -

2011 - - -

2012 34,000.00 - -

2013 (estimated) 120,000.00 - -

John Philip S.Orbeta

Independent Director(Starting April 20, 2012)

2010 - - -

2011 - - -

2012 34,000.00 - -

2013 (estimated) 120,000.00 - -

Mario T. MirandaDirector

(Starting January 24,2013)

2010 - - -

2011 - - -

2012 - - -


Atty. Sabino B.Padilla IV

Corporate Secretary2010 46,750.00 - -2011 46,750.00 - -

2012 68,000.00 - -

2013 (estimated) 120,000.00 - -

Fernando J. Sison III Treasurer and OIC

2010 - - -

2011 - - -

2012 34,000.00 - -

2013 (estimated) 120,000.00 - -

Atty. Maria Paz A.Garcia

Compliance Officer(Until May 22, 2013)

2010 - - -

2011 - - -

2012 - - -


Elvie Y. ReyesCompliance Officer

(Starting May 22, 2013)2013 - - -

There are no other standard or consulting arrangements or any compensatory plan relating toresignation / retirement by which Directors and Officers are to be compensated other than that

previously stated.

No current Director of the ALFM Growth Fund, or employees of the Fund Manager, or InvestmentAdvisor, or any the Distributors, is related to each other up to the fourth civil degree either byconsanguinity or affinity. No Director of the ALFM Growth Fund has been the subject of any legal orcriminal proceedings during the past five (5) years.

Corporate Governance

The Fund has adopted a Manual of Corporate Governance to institutionalize the principles of good corporate

governance in the entire organization. To measure or determine the level of compliance of the Board ofDirectors and Officers with the Funds Manual of Corporate Governance, the Fund shall establish a review o r

evaluation system. The company continuously evaluates the level of compliance of the Board of Directors and


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top level management with its Manual on Corporate Governance through a self-rating and peer evaluationsystem complemented by 180 degrees feedback mechanism. To ensure that no deviation is committed from the

companys manual and shall submit the required Certification on the Funds Compliance with the Manual ofCorporate Governance. There has been no deviation from the Funds Manual of Corporate Governance as of thedate of this Prospectus. Other measures being undertaken by the Fund to fully comply with the adopted leading

practices on good corporate governance are: (i) strict compliance on the appointment of Independent Directors;

(ii) separation of the functions of the Chairman and the President; and (iii) the creation of an Audit Committeechaired by an Independent Director.

Certain Relationships and Related Transactions

There were no transactions (or series of similar transactions) with or involving the company in which a director,executive officer, or stockholder owning ten percent (10%) or more of the Funds total outstanding shares andmembers of their immediate family had or is to have a direct or indirect material interest.

Notwithstanding the above, Ms. Maria Theresa Marcial-Javier and Mr. Mario T. Miranda are both Directors ofthe Fund, and are also Directors of BPI Investment Management Inc. (BIMI) and officers of the Bank of thePhilippine Islands. Mr. Romeo L. Bernardo is an Independent Director of the Fund and an Independent Director

of the Bank of the Philippine Islands.

Dealings with related parties such as deposit or investment products of BPI are done on an arm's length basisand in accordance with the best execution requirements set in the established internal guidelines.

Voting Trust Holders of More Than 5%

There is no existing voting trust or similar agreement entered into by Shareholders owning more than 5% of theShares.

Legal Proceedings

The Fund is not party to any material pending legal proceedings.

Involvement in Certain Legal Proceedings

During the last five (5) years and material to evaluation, none of the Directors or Officers of the Fund were

involved in any bankruptcy petition filed by or against any business of which any Director or Officer was aGeneral Partner or Executive Officer either at the time of the bankruptcy or within two (2) years prior to thattime; none were convicted by final judgment in a criminal proceeding, domestic or foreign, excluding trafficviolations and other minor offenses; none were subject to any Order, judgment or decree not subsequentlyreversed, suspended or vacated, of any Court of competent jurisdiction, domestic or foreign, permanently ortemporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business,

securities, commodities, or banking activities; and none were found by a domestic or foreign Court ofcompetent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or foreignExchange or other organized trading market or a self-regulatory organization, to have violated a securities orcommodities law or regulation and the judgment has not been reversed, suspended or vacated.

Changes in Control

There is no existing arrangement which is known to the Fund which may result in the change of control in the

Fund.


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External Audit Fees

Audit and Audit Fees

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the

financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the

purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made

by management, as well as evaluating the overall presentation of the financial statements.

Isla Lipana & Co. is the appointed external auditor of the Funds statements of assets and liabilities and therelated statements of operations, changes in net assets attributable to shareholders, and cash flows for the year

then ending with the objective of expressing an opinion on them. The audit shall made in accordance with thePhilippine Standards on Auditing and accordingly includes such tests of the accounting records and such otherauditing procedures as they would consider necessary. There are no other related services that the externalauditor performed aside from the services mentioned above and no other fees billed related to tax services.

Management is responsible for the preparation and the fair presentation of these financial statements inaccordance with Philippine Financial Reporting Standards. This responsibility includes: designing,

implementing and maintaining internal control relevant to the preparation and fair presentation of financialstatements that are free from material misstatements, whether due to fraud or error; selecting and applyingappropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Audit fees paid for the year 2011, and 2010:

2012 2011 2010

Audit fees for the preparation ofthe audited financial statement

PhP 222,208.00 PhP 277,760.00 PhP 413,000.00

Out-of-pocket expenses such asreport reproduction costs,transportation, communication,stationery and supplies, postage,

meals and other incidentalexpenses

- 11,380.32 9,307.20

TOTAL PhP 222,208.00 PhP 289,140.32 PhP 422,307.20

The fund engaged the external auditor to prepare the 2012 audited financial statements. No final billing has beenmade for the year 2012 as of the date of filing. The estimated amount to be billed is PhP 260,400.00.

Audit Policies

The Audit Committee approves any engagement for the services of the external auditor. The final draft of theAudited Financial Statement is presented to the Audit Committee, before the Boards final approval and

confirmation.

Changes in and Disagreements with Account on Accounting and Financial Disclosure

Isla Lipana & Co. was appointed as independent public accountant of the Fund with respect to its operations forthe year 2013. Ms. Blesida Pestao is the Partner assigned for the audit of the fiscal year 2009. The Fund iscompliant with SRC Rule 68, as amended, on the rotation of external auditor or Partner every five (5) years. In

taking this action, the members of the Board of Directors considered carefully Isla Lipana & Co.s performance,its independence with respect to the services to be performed, and its general reputation for adherence toprofessional auditing standards.

In the recent fiscal year external audit done by Isla Lipana & Co., there were no material disagreements withregard to accounting procedures and financial disclosures.


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PPRRIINNCCIIPPAALLPPAARRTTIIEESS

THE FUND MANAGER

BPI Investment Management, Inc. (BPI Investment), a wholly-owned subsidiary of the Bank of the PhilippineIslands, shall act as the Funds Investment Manager and, as such, is tasked to formulate and implement the

investment strategy of the Fund, and to provide and render management, technical, and administrative servicesto the Fund. BPI Investment was incorporated as Ayala Investment Management, Inc. on July 30, 1974 toprincipally engage in the business of managing an investment company. On March 5, 1991, the SEC approvedthe change in corporate name to the present name. BPI Investment is licensed by the SEC to act as Investment

Company Adviser of mutual funds. The date of the last renewal by the SEC of BPI InvestmentsInvestmentCompany Advisor license is November 2012.

The Fund Manager does not have any existing arrangement with the Fund for the right to designate or nominatethe members of the Board of Directors.

BPI Investment is also the Principal Distributor of the Fund.

The members of the Board of Directors of BPI Investment as of the date of this Prospectus are as follows:

1. Mercedita S. Nolledo, Chairman

Mrs. Nolledo, Filipino, born in 1941, 72 years old, Filipino, is a Senior Managing Director and theCorporate Secretary of Ayala Corporation, General Counsel of the Ayala Group of Companies, ExecutiveVice President and Corporate Secretary of Ayala Land, Inc., and Director of the following companies: Bankof the Philippine Islands; BPI Family Savings Bank; BPI Capital Corporation; Ayala Land, Inc.; Anvaya

Cove, Inc.; Ayalafil, Inc.; Ayala Automotive Holdings, Inc.; Honda Cars Makati, Inc.; and IsuzuAutomotive Dealership, Inc. She graduated with the degree of B.S. Business Administration, major inAccounting, at the University of the Philippines in 1960 and topped the CPA exams (2nd place) given in thesame year. In 1965, she finished Bachelor of Laws from U.P. where she also topped the Bar exams (2nd

place) given in the same year.

2. Jose Mari L. Valmayor, Officer-in-Charge

Mr. Valmayor, Filipino, born in 1967, 46 years old, is the Officer-in-Charge of BPI InvestmentManagement, (BIMI) Inc. He oversees BIMIs business and operations and is concurrently head of its FundManagement Unit. He joined the Bank of the Philippine Islands (BPI) on July 1997 and was a graduate of

the Bank Officers Development Program. He joined the Asset Management and Trust Group in 1999 asHead of the Asset Allocation Unit and consequently moved to other units within the Investments Divisionsuch as the Fixed Income Unit where he handled both peso and dollar denominated Unit Investment TrustFunds. He was then assigned to BIMI where he managed both the ALFM Dollar and ALFM Euro Bond

Funds. Mr. Valmayor obtained a B.S. Agriculture degree from the University of the Philippines at LosBaos (UPLB) in 1989 and earned a Masters degree in Business Management from the Asian Institute of

Management in 1997.

3. Maria Theresa M. Javier, Director

(see previous reference on page 21)

4. Mario T. Miranda, Director

(see previous reference on page 22)

5. Aristn Estrada, Jr., Independent Director

Mr. Estrada, Filipino, born in 1940, 73 years old, served in various senior executive positions, among which

are the following: Senior Managing Director & Adviser to the Chairman of the Board of Ayala Corporation(1994-2004); Managing Director, Mermac, Inc. (1994-2004); SVP & Treasurer, Ayala Corporation (1983-91); Managing Director (Southeast Asia), Ayala International (1982-83); President, Ayala Investment &


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Development Corporation (AIDC) (1981-82); EVP, Bank of the Philippine Islands (BPI) (1979-80); SVP,BPI (1976-78); VP for Trust & Investment Division, BPI (1974-75); VP for Investment Advisory Services,

AIDC (1970-74). Mr. Estrada was also a Director in over 40 corporations, notably, Ayala Corporation(1983-2006); Bank of the Philippine Islands (1983-2002; 2004); Peoples Bank & Trust Company (1971-74); Ayala Foundation, Inc.; Ayala International Finance Ltd. (Hong Kong) (1981-83); AIDC (1981-83);

Ayala Land, Inc.; Ayala Life Assurance, Inc.; BPI Family Savings Bank; BPI International Finance Ltd.

(Hong Kong); Eka Life Insurance Company (Jakarta); FGU Insurance Corporation; Insular Life AssuranceCompany Ltd.; Integrated Microelectronics, Inc.; Pure Foods Corporation; Sealion Holdings Limited

(Singapore) (1982-83); Universal Life & General Insurance (Malaysia) (1982-83); and UniversalReinsurance Corporation. Mr. Estrada has undergone training in New York with First National City Bankof New York (1966-68) and with Morgan Guaranty Trust Company of New York (1975-76). He graduatedat De La Salle University with the degrees of A.B. Humanities, summa cum laude, in 1960; and B.S.

Commerce (Accounting Major), summa cum laude, in 1962; He topped (1st Place) the CPA BoardExaminations in 1962.

6. Jesus V. Razon, Jr., Independent Director

Mr. Razon, Filipino, born in 1946, 67 years old, served as Senior Vice President of BPI and Head of theHuman Resources Group. He also served as Head of the Consumer Banking Group Metro Manila

Branches. He is currently a director of Premiere Bank. His past directorships include BPI OperationsManagement Corp.; BPI Condominium Corp.; Ayala Life Assurance, Inc.; FGU Insurance Corp.; BPI

Forex Corp.; and BPI Family Savings Bank. Mr. Razon graduated from the Ateneo de Manila Universitywith an A.B. Economics degree and earned his Master in Management degree from the Asian Institute ofManagement.

MANAGEMENT AND DISTRIBUTION CONTRACT

The Fund vests upon the Fund Manager the authority, without need of prior approval or prior notification to theFund, to purchase and sell securities and otherwise make or dispose of investments for the account of the Fund,within the limits of the guidelines set by law, the regulations set by the SEC, and the investment policies of theFund.

The Fund Manager is further authorized to take charge of the collection of dividends, interests or otherpayments due on all securities owned by the Fund and shall, on behalf of and for the benefit of the Fund,

exercise any and all rights of the Fund appurtenant to such securities such as the exercise of any preemptiverights, redemption rights, options, and others. The Fund Manager shall use voting rights for quorum purposesonly. Nonetheless, in the event of unusual circumstances, the Fund Manager may request the Fund in writingfor permission to exercise voting rights for other specified purposes.

For its services, the Fund Manager is entitled to charge a management and distribution fee based on the NetAsset Value of the Fund, the rate, being not more than 1.0% per annum.

PLAN OF DISTRIBUTION

There are no Shares designated to be sold to specified persons. There is no plan to apply for listing in anyexchange the Shares of the registrants. Consequently, none of the registrant's Shares are to be allocated to anexchange and/or to its members.

The Distributors of the Fund are BPI Capital Corporation; BPI Investment Management, Inc.; BPI SecuritiesCorporation; and Citicorp Financial Services & Insurance Brokerage Philippines, Inc. All are distributorslicensed by the Securities and Exchange Commission. The date of the last renewal by the SEC of the distributorlicenses of the named companies was 2012.

The Distributors shall be entitled to collect a Sales Load based on each amount invested by an applicant or

Shareholder in the Fund, in such percentages but not exceeding 3%, and shall have the discretion to establish thesharing of such Sales Load that is entitled to be received by its Sales Agents.


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THE INVESTMENT ADVISOR

BPI Asset Management & Trust Group shall act as the Funds Investment Advisor and is tasked to renderservices which include investment research and advise; the preparation of economic, industry, market,corporate, and security analyses; and assistance and recommendations in the formulation of investment

guidelines.

For its services, the Investment Advisor is entitled to charge an investment advisory fee in such rates that is not

more than 1.0% p.a.

THE CUSTODIAN BANK

The Hongkong and Shanghai Banking Corporation Limited (HSBC) is the FundsCustodian Bank. Under theCustodianship Agreement, HSBC shall be responsible for the safekeeping of appropriate monies and securities

of the Fund as Custodian. HSBC shall be entitled to collect a fee which shall be negotiated between the Fundand HSBC on an annual basis.

THE RECEIVING BANKS

The Bank of the Philippine Islands and BPI Family Savings Bank shall serve as the Fundsreceiving banks (theReceiving Banks). Payments for Shares purchased by applicants or existing Shareholders shall be depositedby the Servicing Agents into the Fundssettlement account maintained with the Receiving Banks. The proceedsof Shares redeemed from Shareholders shall be debited from the Fundssettlement account maintained with the

Receiving Banks. There is no compensation to the Receiving Branches.

OTHER INFORMATION REQUIRED

The Fund has no independent counsel or expert hired on a contingent basis.


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MMEECCHHAANNIICCSSOOFFTTHHEEFFUUNNDD

The FundsShares shall be offered through the accredited Distributors of the Fund. The Distributors shall be

entitled to collect a front-end Sales Load based on each amount invested by an applicant or Shareholder in theFund, in such percentages as are stipulated on page 4 of this Prospectus. The Distributors shall have thediscretion to establish the sharing of such Sales Load that their Sales Agents are entitled to receive.

PURCHASE OF SHARES

Each new applicant shall fill out an Account Opening Form and Debit Authority / Subscription Order which

may be obtained from, or provided by, any accredited Distributor. Applicants undertake to sign all documentsand/or perform such acts as may be necessary to enable them to be registered as holders of the Shares appliedfor and under their respective accepted Applications. In addition, if the applicant is a corporation, partnership ortrust, the Application must be accompanied by the following documents: (1) a notarized certificate of theincumbent Corporate Secretary of the applicant, attesting to: (i) the approval of the Board of Directors (orequivalent body) of the applicants subscription to the Offer Shares, (ii) the authority of the signatoriesdesignated therein to sign the Application and transact for and on behalf of the applicant, and (iii)the percentage

of the applicants equity held by Filipino citizens; and (2) a certified true copy of the SEC Certificate ofRegistration, the Articles of Incorporation or other constitutive documents, and the By-Laws attached thereto.For subsequent applications by a Shareholder, only a Debit Authority / Subscription Order need be signed.

The Debit Authority / Subscription Order shall indicate the gross amount of investment. The number of Sharesthat an investor will be able to buy will be determined as and when the Fund s NAVPS shall have beencomputed and accordingly made available at the end of the day. The investors Settlement Account will beautomatically debited at the end of the day for the amount of whole shares purchased, including the Sales Load,to a percentage that will not exceed 3.0%, if any.

Subscription Orders received on or before 2:30 p.m. (the Cut-off Time) on any business day will be processedat the NAVPS applicable on that day. Subscriptions Orders received after the Cut-off Time shall be deemed tohave been received on the next business day and will be processed at the NAVPS applicable on the next

business day.

REDEMPTION OF SHARES

The Fund agrees to purchase, and each Shareholder of the Fund shall be entitled to require the Fund to purchase,but not in the event and to the extent that the Fund has no assets legally available for such purpose whether

arising out of capital, paid-in surplus or other surplus, net profits or otherwise, all or any part of the Sharesstanding in the name of such Shareholder in the books of the Fund, but only at the NAVPS as of the businessday on which a Redemption Order is made on the Fund to purchase such Shares.

The applicable NAVPS, less the Redemption Fee, if any, shall be called the Redemption Price. Any suchrequest for redemption shall be evidenced by a duly-signed Credit Authority / Redemption Order, submitted to

the Fund through the Sales Agent or such Shareholders assigned Servicing Agent or Receiving Bank.Redemption Orders received on or before 2:30 p.m. (the Cut-off Time) on any business day will be processedat the Redemption Price applicable on that day. Redemption Orders received after the Cut-off Time shall bedeemed to have been received on the next business day and will be processed at the Redemption Priceapplicable on the next business day. The payment for Shares so redeemed shall be credited to the ShareholdersSettlement Account with the Receiving Bank within the period stipulated by existing SEC rules, currently set atno longer than seven (7) days reckoned from the date the Redemption Order is received by the Fund. The Fund

shall be entitled to collect an Early Redemption Fee based on the amount redeemed, in accordance with thefollowing schedule:

Name of Fund Holding Period Early Redemption Fee

ALFM Growth Fund

180 days or less 1.00% flat

more than 180 days none

Final Website Prospectus Alfm Growth (36m)

Documents

Transcript of Final Website Prospectus Alfm Growth (36m)