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(A)

(B)

(C)

(D)

(E)

Capacities in which

Name of individual or

compensation

Fees, salaries,

Bonuses and

Pension, retirement

identity of group

was received

and commissions

shares in profits

and similar payments

Instructions.

The registrant may omit from the table the proportionate shares of any person specific in the total compensation paid to a partnership in

which such person was a partner. However, if the aggregate compensation of such person including the total amount paid to the partnership,

exceeded $25,000, the registrant shall state in a note to the table the name of the partnership, the total amount of compensation paid to

it, and the capacities in which it was received, unless such information is otherwise required by Item 18.

If the aggregate compensation of any individual director, advisory board member or officer or the directors, advisory board members

and officers as a group for the preceding fiscal year exceeded by more than 10 percent the amount of the compensation of such director,

advisory board member, officer or group for the last fiscal year, state also the amount of such excess.

Include in Column (E) money paid, set aside or accrued pursuant to any pension, retirement, savings or other similar plan including

premiums paid for life insurance or retirement annuities. However, premiums paid for group insurance need not be included if it is

impracticable to do so and if there is set forth in a note the amount of such insurance purchased for each individual director or officer

required to be named in Column (A).

Include all compensation paid or set aside by any underwriter or investment adviser having an exclusive contract with and controlling

the registrant. The amount paid by each such person shall be stated separately.

(b) State the annual benefits estimated to be payable in the event of retirement at normal retirement date to each individual named in

answer to paragraph (a)(1) or (2), pursuant to any pension or retirement plan.

Instruction. Except as to persons whose retirement benefits have already vested, the information called for by this paragraph may be

given in a table showing the annual benefits payable to persons in specified salary classifications.

(c) Describe all transactions since the beginning of the last fiscal year of the registrant in which any person who was a director, advisory

board member or officer of the registrant at any time during such period received compensation, directly or indirectly, from the

registrant of its subsidiaries in the form of securities, options, warrants, rights, or other property, or through the exercise or disposition

thereof. As to options, warrants or rights granted or extended give (1) the title and amount of securities called for; (2) the prices,

expiration dates, and other material provisions; (3) the consideration received for granting thereof; and (4) the market value of the

securities called for on the granting or extension date. As to options, warrants or rights exercised, state (1) the title and amount of

securities purchased; (2) the purchase price; and (3) the market value of the securities purchased on the date of purchase.

Instruction. This paragraph does not apply to warrants or rights issued to security holders, as such, on a pro rata basis. Instruction 4 to

paragraph (a) shall also apply to this paragraph.

Item 37. Compensation of Certain Employees

Furnish the following information with respect to the remuneration for services paid, directly or indirectly, by the registrant during its last

fiscal year to the following classes of persons (exclusive of those persons covered by Item 38): (1) Sales managers, branch managers, district

managers and other persons supervising the sale of securities; (2) Salesmen, sales agents, canvassers and other persons making solicitations

but not in a supervisory capacity; (3) Economists, statisticians and research personnel; (4) Administrative and clerical employees; and (5)

Others (specify). If a person is employed in more than one capacity, classify according to predominant type of work.

Class of persons

Number in class

Aggregate compensation

Instruction. Sales personnel shall be considered employees for the purpose of this item regardless of the contractual relationship

therewith.

Item 38. Compensation to Other Persons

Furnish the following information with respect to the aggregate compensation for services in whatever capacity paid, directly or indirectly, by

the registrant and any of its subsidiaries to any person, (exclusive of directors, advisory board members, officers or employees of the registrant or its

subsidiaries) whose aggregate compensation from the registrant and its subsidiaries exceeded $25,000 during the last fiscal year of the registrant.

Form N-8b-4 - Registration Statement Of Face-Amount Certificate Companies - Securities And Exchange Commission Page 16

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