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Capacity in which

Name of each Company

Amount of Compensation

Name of Person

Compensation was Received

paying Compensation

paid by each such Company

Item 39. Securities Owned by Affiliated Persons

Furnish the following information, in substantially the tabular form indicated, as to all securities of the registrant owned as of a specified

date within 90 days prior to the date of filing by each affiliated person of the registrant.

(1)

(2)

(3)

(4)

(5)

Title of

Type of

Amount

Percent of

Name and address

Class

Ownership

Owned

Class

Instructions.

Indicate in the third column whether the securities are owned both of record and beneficially, or record only, or beneficially only, and

show separately in the fourth and fifth columns the respective amounts and percentages owned in each such manner.

The percentages are to be calculated on the basis of the amount of outstanding securities of the class. In any case where the amount

owned by any affiliated person is less than 1 percent of the class, the percent of the class owned by such person may be omitted.

With respect to a person specified who has a proprietary or beneficial interest in a partnership, a personal holding company or trust, which

owns of record or beneficially any of the specified securities, there may be stated the entire amount of such securities owned by such

partnership, company or trust in lieu of an allocation of such person’s proportionate interest therein, provided that, by note or otherwise,

it is indicated that such has been done.

Item 40. Options, Warrants and Rights

Furnish the following information as to any options, warrants or rights outstanding or presently to be granted to purchase securities of

the registrant or any of its subsidiaries from the registrant or any of its subsidiaries—

(a) The title and amount of securities called for by the options, warrants, or rights.

(b) A brief outline of the prices, expiration dates, and other material conditions on which the options, warrants, or rights may be

exercised.

(c) The amount called for by the options, warrants or rights held or to be held by each affiliated person of the registrant.

(d) The name and address of each person who holds or is to hold options, warrants, or rights calling for 5 percent or more of the amount

called for by each class of such options, warrants, or rights and the amount called for by the options, warrants, or rights held by each

such person.

(e) For each class of options, warrants, or rights granted within two years, the consideration received for the granting thereof.

Instruction. The information need not be given as to any class of securities substantially all of which is outstanding in the hands of the

general public, such as warrants or rights issued to security holders on a pro rata basis, or convertible securities.

Item 41. Interest of Affiliated Persons in Certain Transactions

(a) Describe briefly any material interest, direct or indirect, of any affiliated person in any material transactions during the last three

years, or in any material proposed transactions, to which the registrant or any of its subsidiaries and any one or more of such persons

were or are to be parties.

(b) If any such transaction involved or is to involve the purchase or sale of property by or to the registrant or any of its subsidiaries,

otherwise than in the ordinary course of business, state the cost of the property to the purchaser and the cost thereof to the seller if

acquired by the seller within two years prior to the transaction.

Instructions.

This item does not apply to a person’s interest as a principal underwriter of securities of the registrant or its subsidiaries, an investment

adviser or a director, advisory board member or officer of the registrant or a voting trustee or other holder of securities of the registrant.

However, for the purposes of this item no acquisition of assets, directly or indirectly from a director or officer, shall be deemed made in

the ordinary course of business if made upon a basis or at a price materially less favorable than the registrant could acquire similar assets

from other sources.

The information need not be given with respect to the redemption of an entire class of securities of the registrant substantially all of which

Form N-8b-4 - Registration Statement Of Face-Amount Certificate Companies - Securities And Exchange Commission Page 17

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