PROSPECTUS

COCOLIFE FIXED INCOME FUND, INC.

(An Open-End Investment Company) 200,000,000 Shares COMMON STOCK

The number of shares to be offered inclusive of what has already been subscribed to upon incorporation is Two Hundred Million (200,000,000) Shares. Fifty Million (50,000,000) shares have been subscribed at incorporation at par value of P1.00 per share. The price at which the One Hundred Fifty Million (150,000,000) shares are to be offered will be based on the current Net Asset Value per Share after the subscription is made. The shares to be offered are not listed in the Philippine Stock Exchange, and shall be traded through its principal distributor, Cocolife Asset Management Company, Inc.

COCOLIFE ASSET MANAGEMENT COMPANY, INC. Investment Manager and Principal Distributor

Fifty Million shares were offered and subscribed to by current stockholders with One Hundred Fifty Million shares outstanding after the offering. Total proceeds raised by the offering are Fifty Million pesos (P 50,000,000). The company will invest the proceeds of the sale of its shares in a diversified portfolio of high grade bonds and/or evidences of debt of: The Government of the Republic of the Philippines or its political subdivisions duly authorized to issue bond; Government-owned or-controlled corporations and instrumentalities; and, Solvent corporations or institutions created or existing under the laws of the Philippines. A fund managers fee equivalent to two percent (2%) per annum of the average net asset value of Cocolife Fixed Income Fund, Inc.s (CFIFI) assets computed on a daily basis, shall be payable to its Investment Manager, Cocolife Asset Management Company, Inc. (CAMCI). Cash and stock dividends will only be given to stockholders when declared by the Board of Directors. No dealer, selling agent and any other person has been authorized to give information or make representation not contained in this Prospectus. This Prospectus does not constitute an offer of any securities other than those to which it relates, or an offer to sell or a solicitation of an offer to buy those to which it relates in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The delivery of this Prospectus at anytime does not imply that the information herein contained is correct as of anytime subsequent to this date. The information contained in this Prospectus has been supplied by CFIFI unless otherwise stated. CFIFI accepts full responsibility for the accuracy of the information given herein, and confirms that there are no omissions of fact, which would make any statement in this Prospectus misleading. Please read this Prospectus carefully before investing. ALL REGISTRATION REQUIREMENTS HAVE BEEN MET AND ALL INFORMATION CONTAINED HEREIN IS TRUE AND CURRENT.

TABLE OF CONTENTS
Page No. Table of Contents Prospectus Summary Glossary Risk Factors Investment Policy Investment Restrictions Terms and Pricing of Securities Investment Procedure Redemption of Shares Computation of Net Asset Value Extent of Participation of Ownership of Members of the Board of Directors Responsibilities of the Investment Manager Responsibilities of Principal Distributor Responsibilities of Custodian Bank Use of Proceeds Transfer Agent Legal Counsel External Auditors The Cocolife Fixed Income Fund 3 4 5 6 6 6 7 7 9 9 9 10 11 11 12 12 12 12 13 14 15 16 20

ARTEMIO A. TANCHOCO, JR. President

Capitalization Management Discussion and Plan of Operations Directors and Officers of Cocolife Fixed Income Fund, Inc. Security Ownership of Certain Record and Beneficial Owners Certain Relationships and Related Transactions

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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the detailed information appearing elsewhere in this Prospectus. Issuer Cocolife Fixed Income Fund, Inc. (CFIFI) operates as an investment company with a focus on long-term capital appreciation via interest income earned through investment in long-term debt instruments or bonds such as, corporate bonds, government bonds in treasury notes, treasury bonds and agency bonds. Shares Offered/Par Value Common stock with par value of One Peso (P 1.00) per share. Offering Price At the current Net Asset Value (NAV) per share for the banking day, if payment is made within the daily cut-off time, plus a sales load. Sales Load Depending on the amount of investment in CFIFI, a sales load fee will be charged which will be added to the (NAV). This will then be the selling price for the day. Applicable sales load rate shall not exceed five percent (5%) of Net Asset Value per share. Daily Cut-Off Time 12:00 noon Minimum Investment Minimum initial purchase of P 5,000.00 and a minimum P 1,000.00 for each additional purchase Redemption Price The redemption price of the securities surrendered for redemption within the daily cut-off time shall be the next banking day's NAV per share while those surrendered after the daily cut-off time shall be deemed to have been received on the next banking day. Redemption Charges Redemption of shares held for less than one year will be subject to a redemption fee not to exceed 3.5% of NAV per share. Redemptions of shares held for more than one year will be charged a minimal processing fee. Management Fee and Expenses A management fee equivalent to two percent (2%) per annum of the average net asset value of the CFIFI's assets computed on a daily basis, shall be payable by the CFIFI to its Investment Manager, CAMCI. Certain operating expenses of the Cocolife Fixed Income Fund are deemed covered by the management fee and shall be for the account of Cocolife Asset Management Company, Inc. Risks of Investing Various risk factors affect the value of these securities such as economic conditions, interest rates, government regulations and taxation and corporate performance. Consequently, there are instances where redemption prices of redeemed shares may be less than the prices at which the shares were originally purchased. These factors may include, among other things, an absence of operating history of the registrant, no recent profit from operations, poor financial position, the kind of business in which the registrant proposes to engage, or no market for the registrant's securities.

GLOSSARY
Investment Manager Cocolife Asset Management Company, Inc. Principal Distributor Cocolife Asset Management Company, Inc. The Cocolife Fixed Income Fund or the Company Cocolife Fixed Income Fund, Inc. (CFIFI) BSP Bangko Sentral ng Pilipinas Custodian Bank United Coconut Planters Bank - Trust Banking Division Pesos or Philippine Peso, lawful currency of the Philippines. Investor Any person, association or corporation who desires to invest in the shares of the Cocolife Fixed Income Fund. NAV Net Asset Value PSE or the Exchange Philippine Stock Exchange R.A. 2629 Republic Act No. 2629 or the Investment Company Act SEC or the Commission Securities and Exchange Commission Shareholder or Stockholder Any natural or juridical person who has subscribed to the shares of the Cocolife Fixed Income Fund. Transfer Agent United Coconut Planters Bank - Trust Banking Division

RISK FACTORS
Mutual funds offer several benefits to potential investors although there are certain risks one has to be aware of in order to better manage his investments. The value of mutual funds is not guaranteed and will vary from day to day depending on the market value of the individual securities of its portfolio. Factors that can affect the value of these securities include economic conditions, interest rates, government regulations and taxation and corporate performance. Unlike bank deposits, mutual funds are not insured with the Philippine Depository Insurance Corporation (PDIC). The risks mentioned will be managed thru prudent investment decisions and avoidance of speculative and dubious investment instruments. The value of investments in mutual funds may vary from day to day; as a result, the amount of investment may, at any time, be worth more or less than the original cost.

4.) CFIFI may not change its investment objective without prior approval of a majority of its shareholders. 5.) Cocolife Fixed Income Fund shall not incur any debt or borrowing unless at the time of its occurrence 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 fall below 300%, the Cocolife Fixed Income 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 300%. 6.) Cocolife Fixed Income Fund shall not participate in an underwriting or selling group in connection with public distribution of securities, except for its own capital stock. 7.) Cocolife Fixed Income Fund shall not purchase from or sell to any of its officers or directors or the officers or director of its Investment Manager and distributors or firms of which any of them are members, any security other than those of the capital stock of the Cocolife Fixed Income Fund. 8.) As provided in Section 15 of the Act, the total operational expenses of an investment company shall not exceed ten percent (10%) of its total investment fund or total net worth as shown in its previous years audited financial statements.

INVESTMENT POLICY
CFIFI is an open-end, income-oriented mutual fund, which seeks to generate regular interest income, consistent with its policy to preserve capital and to maintain liquidity of its investments, through a diversified portfolio of securities. Twenty five percent (25%) of the funds net asset value will be invested in real properties of all kinds wherein the appraisal method of valuation will be used.

TERMS AND PRICING OF SECURITIES

Offering Price At Net Asset Value (NAV) per share for the banking day, if investment is received within the daily cut-off time, plus a sales load fee. NAV per share of the following banking day will be used for investments received after the daily cut-off time. The daily cut-off time shall be 12:00 oclock noon of each banking day. NAV per share is defined as the difference of total assets of the Company less its total liabilities divided by the number of shares outstanding. NAV per share is computed daily on each banking day. A banking day is defined as a day when commercial banks in Metro Manila are not required or authorized to close by law. Sales Load Depending on the amount of investment in Cocolife Fixed Income Fund, a sales load fee will be charged, which will be added to the Net Asset Value (NAV). This will then be the selling price for the day. Applicable sales load rate shall not exceed five percent (5%) of the Net Asset Value per share. Minimum Investment Minimum initial purchase of 5,000.00 and each additional investment is in multiples of 1,000.00. The securities sold shall be on a cash basis and that installment sales are expressly prohibited.

INVESTMENT RESTRICTIONS
As prescribed by law, the following investment restrictions shall apply: 1.) The maximum investment in any single enterprise shall not exceed an amount equivalent to ten percent (10%) of the funds net asset value, except investments in the obligations of the Philippine government and its instrumentalities; and in no case shall the total investment exceed ten percent (10%) of the outstanding securities of any one investee Company. 2.) For liquidity purposes unless otherwise prescribed by the Commission, at least ten percent (10%) of the Cocolife Fixed Income Fund shall be invested in liquid/semi-liquid assets such as: a) 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 evidences of indebtedness or obligations, the servicing and repayment of which are fully guaranteed by the Republic of the Philippines or any of its instrumentalities. b) Savings or time deposits with government owned banks or commercial banks, provided that in no such case shall any such savings or time deposit accounts be accepted or allowed under a bearer, numbered account or other similar arrangement. 3.) Unless the Commission shall provide otherwise, no investment company shall sell securities short or invest in any of the following: a) margin purchase of securities (investment in partly paid shares are excluded); b) commodity futures contracts; c) precious metals; d) unlimited liability investments;

INVESTMENT PROCEDURE
Cocolife Fixed Income Fund shares may be purchased through the principal distributor, Cocolife Asset Management Company, Inc., or through their licensed selling agent. An application form is accomplished by the investor in triplicate and submitted together with a check or payment order payable to Cocolife Fixed Income Fund, Inc.. An official receipt is issued to the investor.

A. Corporate Investor Requirements For corporate investors, the following documents, in addition to two (2) signature cards, shall accompany the application form: (1) Certified copy of the corporations SEC Certificate of Registration, Articles of Incorporation and By-Laws; (2) Board Resolution duly certified by the Corporate Secretary, authorizing the subscription to the shares applied for and specifying the authorized signatories; and (3) Certification of the Corporate Secretary indicating the percentage holdings by nationality of stockholders. B. Acceptance of Application Applications to purchase are subject to approval by the Investment Manager. Applications, which do not comply with the purchase terms, rules and regulations, may be rejected at the sole discretion of the Investment Manager. C. Delivery of Stock Certificates Depository Receipts evidencing ownership of shares shall be issued in lieu of Stock Certificates. Stock Certificates shall be issued only upon request of a stockholder. The required documentary stamps shall be affixed on the Depository Receipts. Costs on the issuance of Stock Certificates shall be borne by the stockholder who requests for the issuance or transfer of Stock Certificates. D. Lost Depository Receipt (DR) 1.) The registered owner of the DR or his legal representative shall file with CFIFI an affidavit setting forth the circumstances as to how the DR was lost, the number of shares represented by each DR and the serial numbers of the DR. 2.) After verifying the affidavit and other information and evidence with the books of CFIFI, CFIFI shall cancel in its books the DR and issue in lieu thereof a new DR. E. Lost Stock Certificate (SC) 1.) The registered owner of the Stock Certificate or his legal representative shall file with CFIFI an affidavit setting forth the circumstances as to how the Stock Certificate was lost the number of shares represented by each Stock Certificate and the serial numbers of the Stock Certificate. 2.) After verifying the affidavit and other information and evidence with the books of CFIFI, CFIFI shall publish a notice in a newspaper of general circulation once a week for three (3) consecutive weeks at the expense of the registered owner of the Stock Certificate. The notice shall state the name of CFIFI, the name of the registered owner and the serial number(s) of said certificate(s) and the number of shares represented by such Stock Certificate. After the expiration of one (1) year from the date of the last publication, if no contest has been presented to CFIFI regarding Stock Certificate, the right to make such contest shall be barred and CFIFI shall cancel in its books the stock certificate and issue in lieu thereof a new stock certificate, unless the registered owner files a bond or other security in lieu thereof as may be required, running for a period of one (1) year for a sum and in such form and with such sureties as may be satisfactory to the board of directors, in which case a new Stock Certificate may be issued even before the expiration of the one (1) year period; provided, however that if a contest has been presented to CFIFI or if an action is pending in court regarding the ownership of said Stock Certificate, the issuance of the new Stock Certificate shall be suspended until the final decision is issued by the court regarding the ownership of said Stock Certificate.

REDEMPTION OF SHARES
Any shareholder may require Cocolife Fixed Income Fund to redeem his shares by filling up the request for redemption form and forwarding the same to the Investment Manager together with the Depository Receipts and/or Stock Certificates. The redemption price of the securities surrendered within the daily cut-off time shall be the next banking days NAV per share while those surrendered after the daily cut-off time shall be deemed to have been received on the next banking day. The daily cut-off time shall be 12:00 oclock noon. Payments for the redeemed shares shall be effected within seven banking days after receipt of redemption request. Redemption Centers The shares can be redeemed at the place where these shares were originally purchased. Recommended Minimum Holding Period One year Redemption Charges Redemptions of shares held for less than one year will be subject to a redemption fee not to exceed 3.5% of NAV per share. Redemption of shares held for more than one year will be charged a minimal processing fee.

COMPUTATION OF NET ASSET VALUE

NAV per share is defined as the difference of total assets of the Company less its total liabilities divided by the total number of shares outstanding at the close of the banking day. NAV per share is computed daily on each banking day. A banking day is defined as a day when commercial banks in Metro Manila are not required or authorized to close by law. Computation of the net asset value per share shall be applied consistently and any change in the net asset value per share calculation or valuation shall be subject to the approval of the Commission.

EXTENT OF PARTICIPATION OF MEMBERS OF THE BOARD OF DIRECTORS

Name of Subscriber Alfredo C. Tumacder, Jr. Jeremias B. Benico Mervyn G. Encanto Isabelo P. Africa Artemio A. Tanchoco, Jr. Caesar T. Michelena # of Shares 1,000 1,000 1,000 1,000 1,000 1,000 Amount Subscribed 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00

RESPONSIBILITIES OF THE INVESTMENT MANAGER

Cocolife Asset Management Company Inc., as Cocolife Fixed Income Funds Investment Manager, is responsible for the investment and reinvestment of the assets of Cocolife Fixed Income Fund in accordance with Cocolife Fixed Income Funds investment policies and guidelines, Cocolife Fixed Income Funds registration statement and SEC rules and regulations under the Securities Regulation Code, Investment Company Act and other applicable laws and regulations.

ISABELO P. AFRICA Director President of UCPB General Insurance Company, Inc. Director of COCOPLANS, Inc., Cocolife Asset Management Company, Inc., United Fund, Inc., Cocolife Fixed Income Fund, Inc., and Cocolife Dollar Fund Builder, Inc. Managing Director of Direct Link Insurance Agency and Archipelago Motor Corporation. Member of the Management Committee of Cocolife. Former Head of Technical and Administrative Operations and Actuary of Cocolife. Former Lecturer in Actuarial Mathematics at the University of the Philippines. Masters Degree in Actuarial Science, University of Michigan (USA). BS Mathematics degree, University of the Philippines. CARINA L. CORONA Director Senior Vice President for Operations of Cocolife with overall management responsibility for Underwriting and Policy Issue, Policy Administration, Claims, Customer Service, and Operations Research. Past President for two terms of the Home Office Life Underwriters Association of the Philippines (HOLUAP). Director of Cocolife Asset Management Company, Inc. and Cocolife Dollar Fund Builder, Inc. Business Administration degree, St. Therese College. ELMO A. NOBLEZA Director Senior Vice President for Individual and Group Marketing and Sales of Cocolife. Director of Cocolife Asset Management Company, Inc. and Cocolife Dollar Fund Builder, Inc. BS Statistics degree, University of the Philippines. EDGARDO D. ROSARIO Director Senior Vice President and Head of the Marketing Division of UCPB General Insurance Company, Inc. Former Vice President and Head of Group Marketing Services of Cocolife. Director of Cocolife Asset Management Company, Inc. BS Actuarial Mathematics degree, University of Santo Tomas.

Investment Manager
Cocolife Asset Management Company, Inc. (registered on March 17, 2003 and registration number CS200305754), is the Investment Manager of Cocolife Fixed Income Fund. Cocolife Asset Management Company, Inc. is in the business of providing investment management services to its corporate and individual clients. The guidelines for the management and operation of the Cocolife Fixed Income Fund are contained in the Investment Management agreement between Cocolife Fixed Income Fund and Cocolife Asset Management Company, Inc. The Board of Directors of the Cocolife Asset Management Company, Inc. are:

JEREMIAS B. BENICO Chairman Chairman of the Board of Cocolife Asset Management Company, Inc., United Fund, Inc., Cocolife Fixed Income Fund, Inc., Cocolife Dollar Fund Builder, Inc., Ultra Security Services, Inc., New Ultra Security Services, Inc., All Nation Security and Investigation Services, Inc., and Archipelago Motor Corporation. Past President of Granexport Manufacturing Corporation, Legaspi Oil Company, Inc., San Pablo Manufacturing Corporation and Cagayan de Oro Oil Co., Inc. Bachelor of Science degree in Commerce, University of Sto. Tomas. Certified Public Accountant. ALFREDO C. TUMACDER, JR. Director and Vice Chairman President of United Coconut Planters Life Assurance Corporation (Cocolife). Managing Director of UCPB General Insurance Company, Inc., and COCOPLANS, Inc. Vice Chairman of Cocolife Asset Management Company, Inc., United Fund, Inc., Cocolife Fixed Income Fund, Inc., and Cocolife Dollar Fund Builder, Inc. Director of Ultra Security Services, Inc., New Ultra Security Services, Inc., All Nation Security and Investigation Services, Inc., and Archipelago Motor Corporation. Masters Degree in Economics, University of East Anglia (England). Bachelor of Laws and AB Economics degree, University of the Philippines. ARTEMIO A. TANCHOCO, JR. Director and President Senior Vice President and Head for Finance of Cocolife. Director and the President of Cocolife Asset Management Company, Inc., United Fund, Inc., Cocolife Fixed Income Fund, Inc., and Cocolife Dollar Fund Builder, Inc. Treasurer of UCPB General Insurance Company, Inc., COCOPLANS, Inc., and Ultra Security Services, Inc. Former Chairman of the Board of Trustees of the Investment Company Association of the Philippines (ICAP). Masters Degree in Business Management, Asian Institute of Management. AB Economics degree, Ateneo de Manila University.

RESPONSIBILITIES OF PRINCIPAL DISTRIBUTOR

CAMCI is the principal distributor of CFIFI and is responsible for the sale of CFIFIs shares to prospective investors.

RESPONSIBILITIES OF CUSTODIAN BANK

As CFIFIs custodian bank, United Coconut Planters Bank - Trust Banking Division located at Makati Avenue, Makati City, performs the following services:

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1.) Safekeeps and maintains a record of, securities and other evidences of investments delivered to it by Cocolife Fixed Income Fund or the Investment Manager and prepares reports on such securities; and. 2.) Safekeeps Cocolife Fixed Income Funds cash assets. For each investment made for the account of Cocolife Fixed Income Fund, UCPB furnishes the custodian bank with copies of the documents covering said investments (i.e., brokers or dealers confirmation receipts, promissory notes, etc.). After each purchase, United Coconut Planters Bank - Trust Banking Division accepts delivery and safekeeps the securities purchased and other evidences of investments of Cocolife Fixed Income Fund. United Coconut Planters Bank - Trust Banking Division allows periodic inspections of such securities and other evidences of investments and of the records pertaining to it, by the employees and agents of the SEC, other persons designated by Cocolife Fixed Income Fund and the independent auditors of Cocolife Fixed Income Fund.

DIRECT OR INDIRECT INTEREST IN REGISTRANT

There is no direct or indirect interest by an expert or independent counsel in the registrant or there is no contingent basis interest or connection by a promoter, underwriter, voting trustees, director, officer or employee in the registrant.

THE COCOLIFE FIXED INCOME FUND

The Cocolife Fixed Income Fund, Inc.s Articles of Incorporation and By-Laws were duly approved by the Securities and Exchange Commission on April 24, 2003 as a corporation upon the issuance of its Certificate of Incorporation in accordance with the Corporation Code of the Philippines. Cocolife Fixed Income Fund operates as an investment company with a focus on long-term capital appreciation via interest income earned through investment in long-term debt instruments such as corporate bonds, government bonds, treasury notes, treasury bonds and agency bonds. The Cocolife Fixed Income Funds shares are available through its Principal Distributor, Cocolife Asset Management Company, Inc. and its licensed mutual fund solicitors. While COCOPLANS, Inc. was an original incorporator, it was constrained to divest its shareholdings with CFIFI in view of Securities and Exchange Commission Regulation Pre-Need Rule 20.2 governing the investments of pre-need company trust funds; The Trustee shall not use the Trust Fund to invest in or extend any loan or credit accommodation to the Pre-Need Company, its directors, officers, stockholders, and related interests as well as to persons or enterprises controlling, owned or controlled by, or under common control with said company, its directors, officers, stockholders and related interests. United Coconut Planters Life Assurance Corp. (Cocolife) has increased its investment by 10 million shares to maintain the subscribed capital. The mutual fund industry is composed of more than 20 competitor companies and has been growing steadily since the early 1990s. CFIFI expects to compete with other companies which sell mutual funds that are invested in fixed income instruments. The principal methods of competition are price, exit fees, advertising and product differentiation. The principal competitors of the registrant are Sunlife, Ayala Life and Philam Life, which are the industry leaders in terms of size and marketing arms. CFIFI will effectively compete within the industry because of prudent management and the right product to satisfy the investment needs of the public. CFIFI has no transactions with and/or dependence on related parties. CFIFI will comply with the effects of existing or probable governmental regulations on the business. CFIFI does not have any employees nor intend to employ any. Its operations are run by the Cocolife Asset Management Company, Inc. The principal product of CFIFI is an income oriented mutual fund which will be invested mainly in bonds or long-term debt instruments. CFIFI does not own any property. Its office space and equipment is provided by CAMCI.

USE OF PROCEEDS
The Company will use the proceeds of the sale of Cocolife Fixed Income Funds shares to finance its investments. The securities the firm may invest in are treasury notes or bills, BSP Certificates of Indebtedness which are short-term, and other government securities or bonds and such other evidences of indebtedness or obligations the servicing and repayment of which are fully guaranteed by the Republic of the Philippines or any of its instrumentalities, real estate properties, stocks listed in the Philippine Stock Exchange and commercial papers. The company has not incurred any debt. The company has not acquired assets or financed the acquisition of other business. The proceeds will not be used to reimburse any officer, director, employee or shareholder for service rendered, assets previously transferred, money loaned or advanced or otherwise. The proceeds from the sale of the securities, including the original subscription payments at the time of incorporation constituting the original paid-in capital of the investment Company, shall be held by a custodian bank referred to in rules adopted under the Investment Company Act.

Determination of Offering Price

The common equity being registered has no established public trading market. The following factors may be relevant to the price at which the securities are being offered: after-tax earnings, price/earnings multiple, net tangible book value per share.

Transfer Agent
The transfer agent of CFIFI is United Coconut Planters Bank - Trust Banking Division

Legal Counsel
The law firm of Dio, Borja, Sabaria, Nob, Factoran and Tadena Law Offices is the legal counsel for the Cocolife Fixed Income Fund.

External Auditors
The accounting firm of Sycip, Gorres, Velayo and Company is retained by the Company as its external auditor.

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CAPITALIZATION
The authorized capital stock of the Cocolife Fixed Income Fund is Two Hundred Million Pesos (200,000,000.00) which is divided into Two Hundred Million (200,000,000) common shares of the par value of One Peso (1.00) each. Out of the authorized capital stock, Fifty Million Pesos (50,000,000.00) worth of shares have been subscribed and paid upon incorporation.

MANAGEMENT DISCUSSION AND PLAN OF OPERATION

Pending approval of its application for registration as an Open-End Investment Company under the Investment Company Act (RA2629) and the issuance of a Certificate of Permit to Offer Securities for Sale, the Company has invested its entire paid-up capital of P50 million in a savings account with a universal bank. The company plans to raise at least P 150,000,000.00 by selling its 150,000,000 unissued shares to both institutional and individual investors thru its Principal Distributor, Cocolife Asset Management Company, Inc. Consistent with its investment objective of long-term capital appreciation via interest income, the Companys investible funds shall be placed in a diversified portfolio of high-grade bonds or other evidences of debt of: The Government of the Philippines or its political subdivisions duly authorized to issue bonds; Government-owned or -controlled corporations and instrumentalities; and, Solvent corporations or institutions created or existing under the laws of the Philippines.

Involvement in Certain Legal Proceedings

There is no material pending legal proceedings to which the registrant or any of its subsidiaries or affiliates is a party or of which any of their property is the subject. There are no bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. There is no conviction by final judgment, in a criminal proceeding, domestic or foreign, or being subject to a pending criminal proceeding, domestic or foreign. CFIFI is not a subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, securities, commodities or banking activities. CFIFI has not been found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or a foreign Exchange or other organized trading market or self regulatory organization, to have violated a securities or commodities law or regulation and the judgment has not been reversed, suspended or vacated.

Risk Factors
The companys investments in bonds and other evidences of debt are exposed to normal risks, a change in any of which may result in a change in the Net Asset Value of its Shares, such as: Credit/Default Risk. Refers to the creditworthiness of the bond issuer or its expected ability to pay interest and repay its debt. Interest Rate Risk. Refers to the volatility of bond prices that result from changes in interest rates.

Market Information
There is no public trading market for the registrants common equity. Mutual funds are not traded in Philippine Stock Exchange but sold by the distributor through its sales agents.

Holders
The incorporators are the current owners of the fund. Name of Incorporators United Coconut Planters Life Assurance Corp. UCPB General Insurance Co., Inc. Alfredo C. Tumacder, Jr. Jeremias B. Benico Mervyn G. Encanto Isabelo P. Africa Artemio A. Tanchoco, Jr. Ceasar T. Michelena Edward E. Martin Number of Shares 39,993,000 10,000,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000

Liquidity Risk. The risk that the investment may not find a ready buyer or that it may have to be disposed at a substantial loss. Call/Prepayment Risk. The possibility that a bond will be called away from the investors or will be prepaid by the issuer before its maturity date.

Material Changes
None.

Dividends
The issuer may declare dividends out of its unrestricted retained earnings which shall be payable in cash, in property, or in stock to all stockholders on the basis of outstanding stock held by them. The ability to pay dividends on common equity is restricted or paid only upon the declaration of the Board of Directors.

Changes in & Disagreement with Accountant on Accounting and Financial Disclosures

None.

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DIRECTORS AND OFFICERS OF COCOLIFE FIXED INCOME FUND, INC.

ISABELO O. AFRICA
Director

JEREMIAS B. BENICO
Chairman
(Independent Director and Incorporator) Term of Office (since inception)
Chairman of the Board of Cocolife Asset Management Company, Inc., United Fund, Inc., Cocolife Fixed Income Fund, Inc., Cocolife Dollar Fund Builder, Inc., Ultra Security Services, Inc., New Ultra Security Services, Inc., All Nation Security and Investigation Services, Inc., and Archipelago Motor Corporation. Past President of Granexport Manufacturing Corporation, Legaspi Oil Company, Inc., San Pablo Manufacturing Corporation and Cagayan de Oro Oil Co., Inc. Bachelor of Science degree in Commerce, University of Sto. Tomas Certified Public Accountant.

Term of Office (since inception)

President of UCPB General Insurance Company, Inc. Director of COCOPLANS, Inc., Cocolife Asset Management Company, Inc., United Fund, Inc., Cocolife Fixed Income Fund, Inc., and Cocolife Dollar Fund Builder, Inc. Managing Director of Direct Link Insurance Agency and Archipelago Motor Corporation. Member of the Management Committee of Cocolife. Former Head of Technical and Administrative Operations and Actuary of Cocolife. Former Lecturer in Actuarial Mathematics at the University of the Philippines. Masters Degree in Actuarial Science, University of Michigan (USA) BS Mathematics degree, University of the Philippines.

JOSE A. BARCELON ALFREDO C. TUMACDER, JR.

Director and Vice Chairman
Term of Office (since inception)
President of United Coconut Planters Life Assurance Corporation (Cocolife). Managing Director of UCPB General Insurance Company, Inc., and COCOPLANS, Inc. Vice Chairman of Cocolife Asset Management Company, Inc., United Fund, Inc., Cocolife Fixed Income Fund, Inc., and Cocolife Dollar Fund Builder, Inc. Director of Ultra Security Services, Inc., New Ultra Security Services, Inc., All Nation Security and Investigation Services, Inc., and Archipelago Motor Corporation. Masters Degree in Economics, University of East Anglia (England). Bachelor of Laws and AB Economics degree, University of the Philippines.

Director
Corporate Secretary of UCPB, UCPB Savings Bank, UCPB Properties, Inc., COCOLIFE, UCPB Gen., COCOPLANS, Inc., Ultra Security Services, Inc., New Ultra Security Services., Inc., All Nation Security and Investigation Services, Inc. Director and Corporate Secretary of United Coconut Planters International (UCPI). Director of Silahis Marketing Corporation, Minola Refining Corporation, San Pablo Manufacturing Corporation & Granex, USA. Partner in Mendoza and Barcelon Law Offices. Formerly a Partner in R.B. Ancheta Law Office. Formerly Senior Associate Lawyer in Solis and Medina Law Offices. Previously Special Legislative Officer, Senate of the Philippines. Previously Legislative Staff Officer, House of Representatives. Bachelor of Laws, University of the Philippines. AB Political Science, University of the Philippines.

ARTEMIO A. TANCHOCO, JR.

Director and President
Term of Office (since inception)
Senior Vice President and Head for Finance of Cocolife. Director and President of Cocolife Asset Management Company, Inc., United Fund, Inc., Cocolife Fixed Income Fund, Inc., and Cocolife Dollar Fund Builder, Inc. Treasurer of UCPB General Insurance Company, Inc., COCOPLANS, Inc., and Ultra Security Services, Inc. Former Chairman of the Board of Trustees of the Investment Company Association of the Philippines (ICAP). Masters Degree in Business Management, Asian Institute of Management. AB Economics degree, Ateneo de Manila University.

CAESAR T. MICHELENA
Director
Term of Office (since inception)
President of COCOPLANS, Inc. Former Executive Vice President and General Manager of Permanent Plans, Inc. Director of the Philippine Federation of Pre-Need Companies of the Philippines. AB Economics, University of the Philippines.

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Family Relationship
There are no family relationships up to the fourth civil degree either by consanguinity or affinity among directors, executive officers or persons nominated or chosen by the registrant to become directors or executive officers.

CAROLINA G. DIANGCO
Director
Director of United Coconut Planters Life Assurance Corporation (Cocolife). Former Director of United Coconut Planters Bank. Former Senior Vice President and head of Controllership Division for United Coconut Planters Bank. Bachelor of Science degree in Business Administration major in Accountancy, University of the Philippines. Certified Public Accountant.

Directors Involvement in Certain Legal Proceedings

None of the Board of Directors is involved in any legal proceeding during the past five (5) years that are material to an evaluation of the ability or integrity of any director, any nominee for election as director, executive officer, underwriter or control person of the registrant: 1.) None of the Board of Directors is involved in any bankruptcy petition filed by or against Any business of which such person was a general partner or executive officer either at the Time of the bankruptcy or within two years prior to that time; 2.) None of the Board of Directors are involved in any conviction by final judgment, including the nature of the offense, in a criminal proceeding, domestic or foreign, or being subject to a pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses;

GREGORIO S. DIO
Corporate Secretary
Consultant for Legal of Cocolife. Former Head of Cocolife Legal Department. Corporate Secretary of Cocolife Asset Management Company, Inc., United Fund, Inc. and Cocolife Fixed Income Fund, Inc. and Cocolife Dollar Fund Builder, Inc. AB Political Science and Bachelor of Laws, Ateneo de Manila University.

3.) None of the Board of Directors are being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities; and 4.) None of the Board of Directors are being found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or foreign Exchange or other organized trading market or self-regulatory organization, to have violated a securities or commodities law or regulation and the judgment has not been reversed, suspended, or vacated.

Each share of stock of the Company is a voting stock with voting rights equal to every other outstanding share of stock, and subject to the following: (i) Right of Redemption The holder of any share of stock of the Company is entitled to receive by way of redemption approximately his proportionate share of the Companys net assets, i.e., the current net asset value. (ii) Waiver of Pre-emptive Rights No stockholder shall, because of his ownership of shares of stock, have a pre emptive 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 corporation. (iii) Restrictions on Transfer No transfer of stock of the Company which would reduce the stock ownership or equity interest of Filipino citizens to less than the percentage required by applicable laws or regulations shall be caused or allowed to be recorded in the proper books of the Company.

EXECUTIVE COMPENSATION
Executive Officers will not have any compensation.

Compensation of Directors
Standard Arrangements - Monthly per diem of P 3,000. Other Arrangements - Year-end bonus equivalent to 1% of net income before tax.

Employment Contracts and Termination of Employment and Change-in-Control

There is no employment contract between the registrant and a named executive officer. There is no compensatory plan or arrangement, including payments to be received from the registrant, with respect to a named executive officer in the event of resignation, retirement or any other termination of such officer's employment with the registrant and its subsidiaries.

Significant Employee
There is no significant employee who is expected by the registrant to make a significant contribution to the business.

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SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL OWNERS

Title of Class ---------Common Name of Proponent -------------------------Amount and Nature of record/beneficial ownership (indicated by ror b) ----------------------------39,993,000 (r/b) % of Class -------79.986%

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no material transactions with or involving the company or any of its subsidiaries in which a director, executive officer, or stockholder owns ten percent (10%) or more of total outstanding shares and members of their immediate family had or is to have a direct or indirect material interest. There are no transactions during the last two years, or proposed transactions, to which the registrant was or is to be a party, in which any of the following persons had or is to have a direct or indirect material interest. There are no transactions by any security holder named in response to Part IV, paragraph (C).

United Coconut Planters Life Assurance Corporation (Cocolife) Cocolife Bldg., 6807 Ayala Avenue Makati City UCPB General Insurance Company, Inc. 5th Floor UCPB Corporate Offices, 7909 Makati Avenue, Makati City

Common

10,000,000 (r/b)

20.000%

There are no transactions by any member of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the persons in subparagraph (1) (a), (b) or (c) of this paragraph (D). Parent of the Registrant --------------------------------------------------------United Coconut Planters Life Assurance Corporation (Cocolife) Cocolife Bldg., 6807 Ayala Avenue, Makati City UCPB General Insurance Company, Inc. 5th Floor UCPB Corporate Offices, 7909 Makati Avenue, Makati City Cocolife Asset Management Company, Inc. Cocolife Bldg., 6807 Ayala Avenue Makati City % of voting securities owned or other basis of control by immediate parent ----------------------------------------79.99%

The original proponents have agreed not to sell, transfer, convey, encumber or otherwise dispose of their shares of Cocolife Fixed Income Fund within 12 months from the issuance by the SEC of an order authorizing the sale of Cocolife Fixed Income Fund shares to the general public.1 ____________________________________________________________ 1 Alfredo C. Tumacder, Jr. will vote the corporate shares of United Coconut Planters Life Assurance Corp. Isabelo P. Africa will vote the corporate shares of UCPB General Insurance Company, Inc.

20.00%

Investment Manager

There are no transactions with promoters and there are no transactions that involve the nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter, directly or indirectly, from the issuer and the nature and amount of any assets, services or other consideration received or to be received by the registrant. There are no transactions as to any assets acquired or to be acquired from a promoter.

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