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UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:

3235-0247

Expires:

September 30, 2017

Washington, D.C. 20549

Estimated average burden

hours per response

171

FORM N-8B-4

REGISTRATION STATEMENT OF FACE-AMOUNT

CERTIFICATE COMPANIES

Pursuant to Section 8(b) of the Investment Company Act of 1940

_____________________________________________________________________________________________

(Exact name of registrant as specified in charter)

_________________________________________________________________________________________

(Address of Principal office of registrant)

GENERAL INSTRUCTIONS

1. Rule as to Use of Form

This form shall be used for registration statements filed pursuant to Section 8(b) of the Investment Company Act of 1940, by all face-

amount certificate companies.

In filing a registration statement on this form, companies having securities registered under the Securities Act of 1933 may file the

information specified in Rule N-8C-4 in partial satisfaction of the requirements of this form.

2. Preparation of Registration Statement

(a) Every item is to be answered as of the date of execution of the registration statement unless the context clearly indicates the contrary.

All answers are to be printed, mimeographed or typewritten in black ink, and prepared on good quality white paper, 8½” x 13” in

size, leaving a margin of at least 1½” on the left. Tables, financial statements and schedules, however, may be on larger paper if

folded to such size. Documents submitted as exhibits may differ from such size. All copies of the registration statement shall be

unbound except by clips or removable staples.

(b) The answer to each item shall contain the full text of such item, but not the instructions thereto, and the full heading of each table.

However, the tabular form may be rearranged where such rearrangement will not detract from the clarity of the presentation. Every

item and subdivision thereof is to be answered fully and accurately but answers to subdivisions of the same item may be combined

providing the information is clearly presented. Except as specifically provided, if any item is inapplicable, or the answer is “none,”

a statement to such effect is to be made.

(d) The answer to any of the items in the registration statement proper may be incorporated by reference as answer, or partial answer, to

any of such items, provided the reference is specific and the matter incorporated is clearly designated in the reference. A reference

to an exhibit will not suffice as an answer to an item, subject, however, to paragraph (e) below, and except as otherwise specifically

provided. See also Rule N-4 of the General Rules and Regulations under the Act.

(e) Where “brief” answers are required, brevity is essential. It is not intended, in such case, that a statement shall be made as to all the

provisions of any document, but only in succinct and condensed form, as to the most important thereof. In addition, the answer may

incorporate by reference particular items, sections or paragraphs of any exhibit, and may be qualified in its entirety by such reference.

(f) Names shall be given in full. Initials will not suffice.

(g) Information Unknown to Registrant: Information required need be given only insofar as known or reasonably available to the registrant.

If any required information is unknown and not reasonably available to the registrant either because the obtaining thereof would involve

unreasonable effort or expense, or because it rests peculiarly within the knowledge of another person neither controlling, controlled by,

nor under common control with the registrant, such information may be omitted subject to the following conditions:

SEC1285 (11-05) 1 of 22

Form N-8b-4 - Registration Statement Of Face-Amount Certificate Companies - Securities And Exchange Commission

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