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Form N-8b-4 - Registration Statement Of Face-Amount Certificate Companies - Securities And Exchange Commission Page 18

was or is outstanding in the hands of the general public; a pro rata redemption in part or a redemption by lot under accepted disinterested

practice, of any such securities; exchanges of such securities for other securities of the registrant pursuant to an offer made to all holders of

the class of securities acquired in exchange; the exercise of conversion rights; or as to the purchase of securities pursuant to an invitation

for tenders extended to all holders of the class.

Item 42. Pending Legal Proceedings

Briefly describe any material pending legal proceedings, other than ordinary routine litigation incidental to the business, which the registrant

or any of its subsidiaries is a party or of which any of their property is subject. Include the name of the court in which the proceedings were

instituted, the date instituted and the principal parties thereto. Include similar information as to any such proceedings known to be contemplated

by governmental authorities.

Instructions.

1. No information need be given with respect to any proceeding which involves primarily a claim for damages if the amount involved,

exclusive of interest and costs, does not exceed 5 percent of the total assets of the registrant and its subsidiaries on a consolidated

basis. However, if any proceeding presents in large degree the same issues as other proceedings pending or known to be contemplated,

the amount involved in such other proceedings shall be included in computing such percentage.

2. Notwithstanding the foregoing, any bankruptcy, receivership or similar proceeding with respect to the registrant or any of its significant

subsidiaries shall be described. Any proceeding to which any affiliated person is a party shall also be described.

Item 43. Financial Statements and Exhibits

List all financial statements and exhibits filed as a part of the registration statement.

(a) Financial statements.

Form N-8b-4 - Registration Statement Of Face-Amount Certificate Companies - Securities And Exchange Commission Page 18