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(b) Outline briefly the material provisions of any current selling agreement between each principal underwriter and the registrant and,

if not included therein, the amount and method of determining all underwriting discounts and commissions. Identify each principal

underwriter affiliated with the registrant and state the nature of the affiliation.

(c) Describe briefly any liability assumed by a principal underwriter other than that ordinarily attaching to the relationship of underwriter

and issuer.

(d) State the substance of any current agreements or arrangements of each principal underwriter with dealers, managers, salesmen, etc.,

with respect to commissions and overriding commissions, territories, franchises, qualifications and revocations.

Instruction. Include a statement as to the inception and termination dates of the agreement, any renewal and termination provisions and

any assignment provisions.

Item 27. General Information Regarding Principal Underwriters

(a) Describe briefly the general character of the business engaged in by each principal underwriter currently distributing securities of

the registrant, including a statement as to any materially important business other than the distribution of securities of the registrant.

If a principal underwriter acts, or has acted within the past five years, in any capacity with respect to any investment company

or companies other than the registrant, state the name or names of such company or companies, their relationship, if any, to the

registrant and the nature of such activities. If a principal underwriter has ceased to act in such named capacity, state the date of and

the circumstances surrounding such cessation.

(b) State whether or not any principal underwriter currently distributing securities of the registrant is a member of the National Association

of Securities Dealers, Inc.

(c) Furnish as at the latest practicable date the address of each regional or principal branch office of each principal underwriter currently

distributing securities of the registrant, the territory covered by such office, and the name and residence address of the person in

charge of such office.

(d) State the number of individual salesmen of each principal underwriter through whom any of the securities of the registrant were

distributed for the last fiscal year of the registrant and furnish the aggregate amount of compensation received by such salesmen in

such year.

Instruction. The information called for by (d) shall be shown separately with respect to full-time and part-time salesmen, those selling

for the entire year and those selling for only a part of the year.

Item 28. Compensation of Principal Underwriters

Furnish the following information with respect to all fees, etc., received, directly or indirectly, by each principal underwriter of the

registrant from the sale of securities of the registrant and any other junctions exercised by such underwriter with respect to the registrant,

during each of the last three fiscal years of the registrant.

Name of Principal Underwriter

Amount of

management

Amount of

or investment

fees received

advisory fees

Amount of

for servicing

received

Amount of

fees received

and

Amount of

Aggregate

Amount of

(excluding

brokerage

on sale or

supervising

other fees,

amount of

sales load

collection fees

mortgage

commissions

purchase of

mortgage

etc., received

load, fees,

Year

received

loan portfolio)

received

mortgages

loan portfolio

(specify)

etc. received

Instruction. Columns B through I shall be totaled.

INVESTMENT ADVISER, DEPOSITARY AND OTHERS

Item 29. Investment Advisers and Agreements Therewith

(a) Outline briefly the material provisions of any investment advisory agreement currently in effect between each investment adviser

and the registrant, and, if not included therein, the basis upon which the investment adviser is compensated.

Form N-8b-4 - Registration Statement Of Face-Amount Certificate Companies - Securities And Exchange Commission Page 13

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