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16 February 2017

DIRECTOR JUSTINA F. CALLANGAN Corporate Governance and Finance Department Securities and Exchange Commission G/F North Wing Hall, Secretariat Building PICC Complex, Vicente Sotto Street Pasay City

Dear Director Callangan,

We write in reply to your comments on the checklist attached to your letter of 14 February 2017 regarding the Preliminary Information Statement (SEC Form 20-IS) of Philam Managed Income Fund, Inc.

Please find attached an updated version of said checklist with an additional column to reflect our responses.

We hope that we have provided you with sufficient clarification.

Assista orpo ate Secretary Philam Managed Income Fund, Inc.

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A TTY. CHARLES ALBERT R. LEJANO 8880999 Contact Person Company Telephone Number

11 I 2 I I 3 I 1 I SEC Form 20-IS I 1 I O I I 1 I 4 1 Month Day FORM TYPE Month Day

Fiscal Year Annual Meeting

Secondary License Type, If Applicable

Dept. Requiring this Doc. Amended Articles Number/Section

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SECURITIES AND EXCHANGE COMMISSION

SEC FORM 20-15 INFORMATION STATEMENT PURSUANT TO SECTION 20

OF THE SECURITIES REGULATION CODE

1. Check the appropriate box: [ ] Preliminary Information Statement [ x] Definitive Information Statement

2. Name of Registrant as specified in its charter Philam Managed Income Fund, Inc. ("PMIF") or ("Fund")

3. Philippines Province, country or other jurisdiction of incorporation or organization

4. SEC Identification Number CS2005-17003

5. BIR Tax Identification Number 247-064-691-000

6.

7.

8.

9.

10.

11 .

17/F Philam Life Head Office, Net Lima Building, 5th Avenue corner 26th Street, Bonifacio Global City, Taguig City Address of principal office

Registrant's telephone number, including area code (632) 521-6300

Date, time and place of the meeting of security holders Date: March 13, 2017 Time: 2:00 p.m. Place: Premier Agency Centre, Philam Life Head Office

15/F Net Lima Building 5th Avenue corner 26th Street, Bonifacio Global City, Taguig City

1634 Postal Code

Approximate date on which the Information Statement is first to be sent or given to security holders February 20, 2017

Proxy Solicitation Name of Person filing the Statement/Solicitor: Mr. Eric S. Lustre Address and Telephone No.: 17/F Philam Life Head Office, Net Lima Building,

5th Avenue corner 26th Street, Bonifacio Global City, Taguig City (632) 521-6300

Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants):

Title of Each Class

Common Shares of PHP0.01 par value

Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding

(as of December 31, 2016)

41,518,756

12. None of PMIF's securities is listed on the Philippine Stock Exchange.

2

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Please be informed that the Special Meeting of the Stockholders of PHI LAM MANAGED INCOME FUND, INC. (the "Company") will be held on March 13, 2017, Monday, at 2:00 p.m. at Premier Agency Centre, Philam Life Head Office, 15th Floor Net Lima Building, 5th Avenue corner 25th Street, Bonifacio Global City, Taguig.

The agenda for the Special Stockholders' Meeting shall be as follows:

1. Call to Order

2. Certification of notice and quorum

3. Management Report

Items for Approval

4. Implementation of Exemptive Relief; Minimum and Additional Investment

5. Amendment of Dividend Policy

6. Amendment of the Registration Statement and Prospectus of the Company to reflect the matters from Items 4 through 5

7. Other Matters

8. Adjournment

The Board of Directors has fixed 12:00 noon on February 8, 2017 (the "Record Date") as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting of the Stockholders. Only holders of shares of common stock as at the Record Date will be entitled to vote at the Special Meeting of the Stockholders.

TR. LEJANO

A.

1.

3

PART I.

INFORMATION REQUIRED IN INFORMATION STATEMENT

GENERAL INFORMATION

Date, time and place of meeting of security holders

Date: Time: Place:

March 13, 2017 2:00 p.m. Premier Agency Centre, Philam Life Head Office 15th Floor, Net Lima Building 5th Avenue corner 25th Street, Bonifacio Global City, Taguig City

Registrant's Mailing Address: 17/F Philam Life Head Office, Net Lima Building, 5th Avenue corner 25th Street, Bonifacio Global City, Taguig City

The date on which the Information Statement is first to be sent or given to stockholders is February 20, 2017.

2. Dissenters' Right of Appraisal

As provided by Title X of the Corporation Code of the Philippines (Batas Pambansa Big. 68) ("Corporation Code"), any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of his shares in the following instances:

2.1 In case any amendment to the Articles of Incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;

2.2 In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code; and

2.3 In case of merger or consolidation.

In order for the stockholder to exercise the right, he or she must vote against any of the enumerated instances which the corporation will pursue. The procedures in the exercise of the right are the following:

2.4 Written demand on the corporation within 30 days after the date that the vote was taken. 2.5 Submission of the shares of the dissenting stockholder to the corporation for notation within 10 days

from the written demand. The corporation has to pay the stockholder with the fair value of the shares within 30 days after demanding payment for his or her shares.

2.6 Failure to make the demand within 30 days shall be deemed a waiver of the appraisal right.

There will be no matters that will be taken up at the meeting which may warrant the exercise of this right.

3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon

There is no person who has been a director or officer of PMIF at any time since the beginning of the last calendar year, or who is a nominee for election as director, or an associate of any of the foregoing persons who has a substantial interest in any matter to be acted upon at the Special Stockholders' Meeting. No member of the Board of Directors (the "Board") has informed PMIF that he intends to oppose any action to be taken by PMIF at the Special Stockholders' Meeting.

B.

4.

CONTROL AND COMPENSATION INFORMATION

Voting Securities and Principal Holders Thereof

(a) The total number of outstanding shares as of December 31, 2016 is 41,518,756, all of which are common and voting. Each share shall be entitled to one vote with respect to all matters to be taken up during the Special Stockholders' Meeting.

(b) All stockholders of record as of February 8, 2017 are entitled to receive this Information Statement, and to receive notice of, and vote during the Special Stockholders' Meeting.

(c)(i) Security Ownership of Certain Record and Beneficial Owners

The name, address, citizenship, number of shares held, and percentage of total ownership of a person (including any group) owning more than 5% of the outstanding voting shares of PMIF's as of December 31, 2016 is as follows:

4

(2) Name and Address of (3) Name of Beneficial

(1) Title of Record Owner and Owner and (4) (5) No. of (6) Percentage

Class Relationship with the issuer relationship with Citizenship Shares of Class Held

Record Owner UP Provident Fund, Inc., The Beneficial Owner

Common UP Diliman Campus, Quezon is also the Record Filipino

26,756,733 64.44% City Owner.1

No Relationshin with the Issuer Montillano, Francisco E. The Beneficial Owner

Common 297 Montillano St. Alabang, is also the Record Filipino 3,105,373 7.48% Muntinlupa City Owner. No Relationshio with the Issuer Hofilena, Jesus Alfonso G. The Beneficial Owner

Common #15 Berbenia St., Tahanan is also the Record Filipino 2,874,293 6.92% Village. Paranaque City 1700 Owner. No Relationshin with the Issuer Siongco, Marcos Jr. The Beneficial Owner

Common 10 Pina St.. Valle Verde I. Pasig is also the Record Filipino

2,227,759 5.36% City Owner. No Relationshin with the Issuer

The Board and Philam Asset Management, Inc., the investment adviser or fund manager ("Fund Manager") of PMIF have no knowledge of any person who, as of the Record Date, is or was directly or indirectly the beneficial owner of more than 5% of PMIF's outstanding shares of common stock or who has voting power or investment power with respect to shares comprising more than 5% of PMIF's outstanding common stock.

(c)(ii) Security Ownership of Management as of December 31, 2016

Title of Class Name of Beneficial Owner Amount and Nature of Citizenship Percent of Class Beneficial Ownership

Roberto F. De Ocampo

Common Eugenio Lopez Foundation Bldg., Col. Joseph R. 1 (R) Filipino 0.000003% Mcmicking Campus, 123 Paseo de Roxas, Makati 'Chairman I Elenita G. Villamar

Common 17/F Net Lima Bldg., 5th Ave. cor. 26th St., Bonifacio 1 (R) Filipino 0.000003% Global City, Taguig /Director & Treasurer) Eric S. Lustre

Common 17/F Net Lima Bldg., 5th Ave. cor. 26th St., Bon~acio 1 (R) Filipino 0.000003% Global City, Taguig /Director\ Reyna ldo G. Geronimo

Common No. 5 Zinia St., Valle Verde 2 , Pasig City 1 (R) Filipino 0.000003%

President & Director) Arteen May S. Guevara

Common 17/F Net Lima Bldg., 5th Ave. cor. 26th St., Bonifacio 1 (R) Filipino 0.000003% G lobal City, Taguig /Director\

Armand F. Braun, Jr. Common No. 45 Magdalena Circle , Magallanes Village, Makati 1 (R) Filipino 0.0000%

'lndeoendent Director) Meliton B. Salazar, Jr.

Common No. 28 Hunt Street, Filinvest East, Quezon City 1 (R) Filipino 0.000003%

1/lndeoendent Director\ Ma. Adelina S. Gatdula

Common Penthouse, Liberty Center, 104 H.V. Dela Costa St. , 0 Filipino 0.0000% Salcedo Village, Makati City ICornorate Secretarv) Chartes Albert R. Lejano

Common Penthouse, Liberty Center, 104 H.V. Dela Costa St., 0 Filipino 0.0000% Salcedo Village, Makati City Assistant Coroorate Secretarvl Jose Ivan T. Justiniano

Common 18/F Net Lima Bldg., 5th Ave. cor. 26th St., Bonifacio 0 Filipino 0.0000% Global City, Taguig

1'Comoliance Officer)

TOTAL 7 (R) Filipino 0.00002%

(c)(iii) Voting Trust Holders of 5% or more

As of December 31, 2016, there is no voting trust or similar arrangement for 5% or more of PMIF's shares. There are no arrangements which may result in a change of control in PMIF.

(d) Change of Control

There was no change in control in PMIF that occurred since the beginning of the last calendar year.

1 James Ryan Jonas is the Authorized Representative of the UP Provident Fund.

C.

5.

5

MANAGEMENT REPORT

Financial and Other Information

The following are PMIF's top five (5) key performance indicators:

A. Assets Under Management ("AUM")

PMIF's AUM fell by 92% from Php 336.79 million in 2014 to Php 26.52 million in 2015. This is attributed to sizeable redemptions from the Fund.

As of September 30, 2016, PMIF's AUM increased to Php107.75 million due to increase in clients' subscriptions made during the period.

B. Net Asset Value Per Share ("NAVPS") per quarter

QTR YEAR DATE NAVPS YEAR DATE NAVPS YEAR DATE NAVPS

LOW 19-Feb 1.1513 2-Feb 1.1541 11-Jan 1.1553 1

HIGH 2-Jan 1.1522 31-Mar 1.1580 29-Mar 1.1577 -LOW 1-Apr 1.1513 1-Apr 1.1580 27-Jun 1.1537

2 HIGH 16-Jun 1.1522 29-Jun 1.1609 1-Apr 1.1563 - 2014 2015 2016 LOW 1-Jul 1.1522 28-Aug 1.1604 8-Jul 1.1536

3 HIGH 17-Sep 1.1535 20-Jul 1.1614 30-Sep 1.1572

-' LOW 21-0ct 1.1529 28-Dec 1.1572 29-Dec 1.1478

4 HIGH 29-Dec 1.1542 16-Nov 1.1619 7-Nov 1.1584

Market Information

PMIF is not listed in the Philippine Stock Exchange (PSE). Its shares are sold by PAMl's main distribution channels. These channels are its certified investment solicitors, independent sales consultants, its Philam Life licensed agents, and its ten offices nationwide.

Holders

As of December 31, 2016, there were a total of 44 holders of redeemable common stock (one class of shares only) totaling 41,518,756 shares.

On July 15, 2014, the Securities and Exchange Commission resolved to grant the request of Philam Managed Income Fund, Inc. that the names of their top 20 shareholders be kept confidential in SEC Form 20-IS, subject to the following conditions:

1. That they will disclose the names of their top 20 shareholders in a separate letter submitted to the Commission; and

2. The period of confidentiality shall not be more than five (5) years from date of approval.

Dividends

Although there are no restrictions that limit the Fund's ability to pay dividends, PMIF has not declared any cash dividends for the last five (5) years. On October 27, 2016, during its Regular Quarterly Meeting, the Board of PMIF resolved that the Company does not plan to declare cash dividends. The Board further resolved that surplus profits of the Company (if any), will be used as additional proceeds to invest in eligible securities.2

Under R.A. 2629 ("The Investment Company Act"), PMIF shall not pay any dividend, or make any distribution in the nature of a dividend payment, wholly or partly from any source other than: (i) from PMIF's accumulated undistributed net income, determined in accordance with good accounting practice and including profits or losses realized upon the sale of securities or properties; or (ii) from PMIF's earned surplus so determined for the current or preceding calendar year, unless such payment is accompanied by a written statement which adequately discloses the source or sources of such payment. The Securities and Exchange Commission ("SEC") may prescribe the form of such statement by rules or regulations or by order in the public interest and for the protection of investors. PMIF shall also not to advertise such dividends in terms of centavos or pesos per share without also stating the percentage they bear to the par value per share.

2 Amendment is subject to approval by PMIF stockholders during the Special Shareholders Meeting on March 13, 2017.

6

C. Sales & Redemptions

The following table summarizes the performance of PMIF (January to November 2016) in PhP:

FUND NAME SALES REDEMPTIONS NET SALES

Philam Managed Income Fund, Inc. 158,883,352.45 137,121,892.51 21,761,459.94

D. Fund Performance Against Competition

The following table summarizes a comparison of PMIF against its competitors for January to November 2016:

FUND NAME SALES REDEMPTIONS NET SALES

ALFM Money Marl<et Fund, Inc. 841,430,940.75 692,170,958.25 149,259,982.50

Philam Managed Income Fund, Inc. 158,883,352.45 137,121,892.51 21,761,459.94

Sun Life Prosperity Money Market Fund, Inc. 4,874,620,124.03 4,121,957,394.93 752,662,729.10 ..

·source: Philtppme Investment Funds Assoc,at,on (PIFA)

E. Fund Management & Environmental Analysis

Market and Economic Review

The PSEi was down for the fourth straight month, dropping 8.4% to 6,781 on the back of the Trump victory and EM-to-DM fund flows ahead of the looming Fed rate hike. Net foreign selling was the largest in any single month this year at $383million. Daily value traded rose 7% month-on-month to average P7.2billion.

Third quarter GDP grew 7.1%, beating the 6.7% consensus forecast. This was primarily driven by strong growth in capital formation (20%year-on-year). Inflation rose further to 2.5%, its highest level since February 2015. The10-year yield rose for the fourth straight month, climbing 59bps to 4.5198.The Peso depreciated 2.5% to 49.676, its weakest level since 2006.

Outlook

A domestically-driven demand for its goods and services implies that the stock market will weather the ups and downs of the global economy.

DISCUSSION OF FINANCIAL CONDITIONS

Financial Position

FY 2016 vs. FY 2015

Net assets as of December 31, 2016 was Php30.7 million, a 15% rise from December 31, 2015's net assets.

NAVPS on December 31, 2016 was at Php1.1478, a decrease of 67% from the NAVPS of December 31,2015.

Interim Period Ending September 30, 2016 vs. FY 2015

Net Assets as of September 30, 2016 was at Php107.75 million, an increase of 406% from the net assets as of the year ending December 2015.

NAVPS on September 30, 2016 was at Php1.1572, a minimal increase from December 31, 2015's Php1.1555.

FY 2015 vs. FY 2014

Net assets for 2015 was Php 26.52 million, a 92% decrease from 2014's Php 336.79 million.

NAVPS on December 31, 2015 was at Php1. 1555, a 0. 1 % increase from the previous year's Php 1.1543

FY 2014 vs. FY 2013

Net assets for 2014 was Php 336.79 million. This figure was 450% higher compared to 2013's net assets of Php 61 .29 million.

NAVPS on December 31, 2014 was at Php 1.1543. a 0.2% increase from the previous year's Php 1.1521 .

Results of Operations

FY 2016 vs. FY 2015

7

Net investment income as of the year ended 2016 was Php 0.029 million. This figure amounted to a 98% drop from the same period last year.

Earnings Per Share (EPS) as of December 31, 2016 was Php 0.0005, a 96% decline from the same period last year.

Interim Period Ending September 30, 2016 vs. FY 2015

The net investment income of the Fund decreased by Php 1.2 million as compared on a year-on-year basis, due to movements in gross income and operating expenses as discussed above.

Earnings Per Share (EPS) as of September 30, 2016 increased by 0.05 from the same period ending September 2015 with 0.0631 against 0.0103.

FY 2015 vs. FY 2014

Net income for 2015 was Php 1.39 million. This figure amounted to a 168% increase from the previous year's Php 0.52 million.

Earnings Per Share improved to Php 0.0118 in 2015, a 281% increase from 2014's Earnings Per Share of Php 0.0031 .

FY 2014 vs. FY 2013

Net income for 2014 was Php 0.52 million. This figure was 46% lower compared to 2013's net income of Php 0.96 million.

Earnings per share (EPS) for the year 2014 was Php 0.0031 . This was 8.3% lower compared to 2013's Earnings Per Share of Php 0.0183.

Liquidity

There are no demands, commitments, events or uncertainties which will impair the liquidity of the Fund. The Fund is mandated by SEC, through the Investment Company Act, to maintain at least 10% of its net assets to be invested at liquid assets (ICA Rule 35 - 1 p. d4). There are no events that triggered direct or contingent financial obligations that are material to the Fund.

Material Transactions

There are no material off-balance sheet transactions, arrangements, obligations and other relationships of the Fund with unconsolidated entities or other persons created during the period. There are no known trends, events or uncertainties that have had or that are reasonably expected to have material favorable or unfavorable impact on net sales, revenues or income from continuing operations. PMIF knows no events that will cause a material change in the relationship between costs and revenues.

The Fund, being subjected to mark-to-market revaluation, depends significantly on the market value fluctuations of listed stocks being held by it.

Recent Sales of Unregistered or Exempt Securities including Recent Issuances of Securities Constituting and Exempt Transactions - NONE

External Audit Fees

The following are the aggregate fees billed by the external auditors for each of the last two calendar years (in Php):

Year Amount 2016 (Estimated) 5,000

2015 5 733 2014 15 000 Total 25 733

Note: No tax fees were paid since there were no professional services rendered by Isla Lipana for tax

accounting compliance, advice, planning and any other form of tax service.

8

Similarly, no other fees were paid for products and services provided by Isla Lipana other than the regular annual audit report.

Corporate Governance

The evaluation system adopted by PMIF to determine the level of compliance of the Board and top level management with its Manual of Corporate Governance is based primarily on the SEC Corporate Governance Self-Rating Form (CG-SRF).

PMIF has undertaken the following measures to fully comply with the adopted leading practices on good corporate governance:

o Consider changes, improvements, or additions to current corporate disclosure procedures o Implement processes for identifying items where timely corporate disclosure is necessary

Except for the required changes mandated by SEC, PMIF has no material deviations from its Manual of Corporate Governance since it filed its CG-SRF with the SEC.

Apart from the foregoing changes or improvements being considered for corporate disclosures, there are no plans to improve the current corporate governance of PMIF.

Other Disclosures

• There were no disagreements with the former accountant, on any matter of accounting any financial disclosure.

• There were no known trends, events or uncertainties with material impact on liquidity and sales. Neither were there events that would trigger direct or contingent financial obligations that are material to the Fund, including any default or acceleration of an obligation.

• There were no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) and other relationships of the Fund with unconsolidated entities or other persons created during the reporting period.

• There were no material commitments for capital expenditures. , The realized and unrealized gains on stock and fixed income investments brought by market appreciation represent the significant element of income from continuing operations.

6. Mergers, Consolidations, Acquisitions and Similar Matters

PMIF does not have any plans to merge or consolidate with any entity. Neither does it have any plans to acquire the securities of any other entity, any other going business, or the assets thereof. It does not have any plan to sell or transfer all or any substantial parts of its assets. Neither does it have any plans to dissolve or liquidate.

7. Acquisition or Disposition of Property

PMIF does not own any real property and does not intend to acquire any real property.

8. Restatement of Accounts

D.

9.

PMIF does not intend to restate any of its asset, capital or surplus accounts.

OTHER MATTERS

Matters Required to be Submitted and Amendment of Charter, By-laws or Other Documents

The Fund will submit the following matters to the stockholders for approval, which matters were approved by the Board during its meeting on October 27, 2016:

A. Implementation of Exemptive Relief,· Minimum and Additional Investment

The Board confirmed and ratified the authority to request from the SEC exemptive relief from the minimum investment of Five Thousand Pesos (Php5,000.00), proposing that the following amounts be set: (i) minimum investment of Php1 ,000.00 or the minimum amount allowed by the SEC and (ii) minimum additional investment of Php500.00 or the minimum amount allowed by the SEC.

Total Financial Inclusion is among the objectives of Philam Asset Management, Inc. (PAMI) as a fund manager. Total Financial Inclusion means the delivery of financial services, including investment management, at affordable costs to sections of disadvantaged and low-income segments of society.

9

Said investment management services are intended to be total and complete, and include proper advice and execution of investment choices depending on the customer's risk profile and financial goals. As such, a complete range of investment options should also be made available to the customer, who should be in no way forced or coerced to invest in a fund which is not within his or her investment appetite.

In line with this objective, the Fund has requested for the exemptive relief from the Securities and Exchange Commission to allow for lower minimum investment amounts, namely Php1 ,000 minimum initial investment and Php500 minimum subsequent investment. The Commission en Banc in its meeting held on October 18, 2016 resolved to grant the request, subject to the condition that the Fund Prospectus be amended indicating the foregoing changes, before the same can be implemented.

8. Dividend Policy

The Board approved the amendment of the Company's dividend policy to read, as follows:

"The Company does not plan to declare cash dividends. Surplus profits of the Company (if any) will be used as additional proceeds to invest in eligible securities."

C. Amendment of Registration Statement and Prospectus

The Board then approved the amendment of the Registration Statement and Prospectus to reflect the matters from items (A) through (B) above. This is in compliance with the condition that the Prospectus should be amended prior to implementation of these changes.

10. Other Proposed Action

There are no other proposed actions with respect to any matter not specifically referred to above.

11. Voting Procedures

Unless otherwise provided by law, each stockholder shall, at every meeting of the stockholders, be entitled to one vote, in person or by proxy, for each share with voting rights held by such stockholder.

The amendment of the Registration Statement and Prospectus of PMIF shall be approved by the affirmative vote of stockholders representing at least a majority of the outstanding capital stock of PMIF, a quorum (majority of the issued and outstanding capital stock having voting powers) being present.

Unless required by law, or demanded by a stockholder present in person or by proxy at any meeting and entitled to vote thereat, the vote on any question will not be by ballot, and will be conducted and counted by a raising of hands. In case of a vote by ballot, each ballot shall be signed by the stockholder voting in his name or by his proxy if there be such proxy, and shall state the number of shares voted by him or her. The Corporate Secretary of PMIF will count the votes.

12. Interest of Certain Persons in or Opposition to Matters to be Acted Upon

No person who has been a director or officer of PMIF, or a nominee for election as a director of PMIF, nor any of their associates, has a substantial interest in any matter to be acted upon at the Special Stockholders' Meeting.

No director of PMIF has informed it in writing that he or she intends to oppose any matter to be acted upon at the Special Stockholders' Meeting.

UPON WRITIEN REQUEST OF ANY OF THE STOCKHOLDERS OF RECORD ENTITLED TO NOTICE OF, AND TO VOTE AT, THE MEETING, PMIF SHALL FURNISH HIM WITH A COPY OF ITS ANNUAL REPORT ON SEC FORM 17-A AND ITS QUARTERLY REPORT FOR THE PERIOD ENDED 31 DECEMBER 2016 WITHOUT CHARGE. ANY SUCH WRITIEN REQUEST SHOULD BE ADDRESSED TO:

PHILAM MANAGED INCOME FUND, INC. 17/F Philam Life Head Office

Net Lima Building, 5th Avenue corner 6th Street Bonifacio Global City, Taguig City 1634

Philippines

10

PARTII.

INFORMATION REQUIRED IN A PROXY FORM

1. Identification

The proxy solicitation is made by PHILAM MANAGED INCOME FUND, INC. (the "Company"), represented by Mr. Eric S. Lustre, the President and Chief Executive Officer of Philam Asset Management, Inc. ("PAM!"), the Company's investment adviser. The proxy solicitation is in favor of Mr. Lustre or in case of his non-attendance, the Chairman of the Special Stockholders' Meeting chosen in accordance with the Company's By-Laws.

All costs and expenses incidental to the proxy solicitation will be borne, directly or indirectly, by the Company.

2. Instructions

(a) The security holder is instructed to complete and affix his or her signature on the attached form.

(i) If the securities are owned by two or more joint owners, the proxy form must be signed by all of the joint owners.

(ii) If the securities are owned in an "and/or" capacity, the proxy form must be signed by either one of the owners.

(iii) If the securities are owned by a corporation, association, partnership or unincorporated entity, the proxy form must be accompanied by a certification, signed by a duly authorized officer, partner or representative of such corporation, association, partnership or unincorporated entity, that designates and empowers an authorized signatory to sign the proxy form pursuant to the constitutive documents or duly approved policies of such corporation, association, partnership or unincorporated entity for this particular purpose.

(b) The security holder appoints Mr. Eric S. Lustre, or in case of his non-attendance, the Chairman of the Special Stockholders' Meeting, to represent and vote all shares registered in his or her name as proxy of the undersigned security holder.

(c) The security holder shall clearly indicate the date of execution of the proxy form. A proxy form which is undated, post-dated, or which provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the security holder, shall not be valid.

(d) The security holder shall sign the proxy form or have the form signed by a duly authorized representative, and file the same with the Corporate Secretary not later than 5:00 p.m. on March 7, 2017.

(e) Retrieval and validation of all the proxy forms shall be administered by the Corporate Secretary and persons designated by the Corporate Secretary who shall be under his supervision and control from February 15, 2017 to March 8, 2017.

3. Revocability and Validity of Proxy

The proxy form in favor of the Company shall be irrevocable and shall be effective and valid for a period of five (5) years from the date of its execution. There is no formal procedure or limitation for the right of revocation of a proxy before it is exercised.

4. Persons Making the Solicitation

PMIF is not soliciting any votes. Neither is PMIF aware of any director who intends to oppose any action intended to be taken by PMIF.

5. Interest of Certain Persons in Matters to be Acted Upon

There is no person who has been a director, independent director, or nominee for election as director, or independent director, or officer of the Company and, to the best knowledge of the Company, no associate of a director or independent director, or officer, or nominee for election as a director or independent director, or officer of the Company, at any time since the beginning of the last calendar year, has any substantial interest in any matter to be acted upon at the Special Stockholders' Meeting.

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PART Ill.

SIGNATURE PAGE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this report is true, complete and correct. This report is signed in Makati City on _ ___ --,-.....,..,_......,..

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*PLEASE FILL UP AND SIGN THIS PROXY FORM AND RETURN OR FAX IMMEDIATELY TO: PHILAM ASSET MANAGEMENT, INC.

17'h Floor Net Lima Building, 5th Avenue corner 26th Street, Bonifacio Global City, Taguig City Email: phi.philamasset@aia.com

Fax:(02)5285093

STOCKHOLDER PROXY

The undersigned stockholder (the "Stockholder'') of PHILAM MANAGED INCOME FUND. INC. (the "Company"), hereby appoints: Eric S. Lustre, with full power of substitution and delegation, or, in case of his non-attendance, the Chairman of the Special Stockholders' Meeting of the Company, chosen in accordance with the Company's By-Laws, as the Stockholder's proxy to represent the Stockholder and vote all shares registered in the Stockholder's name in the books of the Company, at the Special Meeting of the Stockholders to be held at Premier Agency Centre, Philam Life Head Office, 15th Floor Net Lima Building, 5"' Avenue corner 26"' Street, Bonifacio Global City, Taguig on March 13, 2017 at 2:00 pm, and any adjournments and postponements thereof, as fully to all intents and purposes as the stockholder might or could do if present in person, hereby ratifying and confinning any and all actions to be taken during any said meetings and adjournments thereof for the purpose of acting on the following matters:

1. Implementation of Exemptive Relief; Minimum and Additional Investment o For o Against D Abstain

2. Approval to amend the Dividend Policy o For o Against o Abstain

3. Approval to amend the Registration Statement and Prospectus to reflect items (1) and (2) above o For o Against o Abstain

This proxy revokes and supersedes any previously executed proxy or proxies. This proxy shall be valid for a period of five (5) years from the date of its execution.

This proxy, when properly executed, will be voted in the manner as directed herein by the stockholder. If no direction is made, this proxy will be voted "For'' the approval of the matter stated above and for such other matters as may properly come before the meeting, including matters which the solicitors do not know a reasonable time before the solicitation are to be presented at the meeting, and those incidental to the conduct of the meeting, in the manner described in the information statement and/or as recommended by management or the board of directors.

Signed on this ___ day of ___ _ ____ in __________ .

Signature of Stockholder or Stockholder's Representative over Printed Name/ Portfolio Number