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(b) Exhibits.

SIGNATURE

Pursuant to the requirements of the Investment Company Act of 1940, the registrant _________________________________________

___________________________________________________________________, a corporation organized and existing under the laws of

__________________________________, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto

duly authorized, and its seal to be hereunto affixed and attested, all in the city of ________________________________________________,

and State of _________________________________, on the __________day of _______________________________, in the year of

____________.

__________________________________________

Registrant

By: ________________________________________

Attest: __________________________________

(Signature and title)

Instructions.

The name of each person shall be typed or printed beneath his signature.

2. If the registrant is not a corporation, the necessary changes in the form of the signature shall be made.

INSTRUCTIONS AS TO FINANCIAL STATEMENTS

Registrant and Subsidiaries

(a) The following financial statements shall be filed for registrant and for each majority-owned subsidiary:

(1) Balance sheet as of the close of the last fiscal year; and

(2) Income statements for each of three fiscal years preceding the date of the balance sheet.

(b) The following financial statements shall be filed for each subsidiary less than majority-owned:

(1) Balance sheet as of the close of the last fiscal year; and

(2) Income statement for the fiscal year preceding the date of the balance sheet.

If the financial statements required hereunder for any subsidiaries have previously been filed with the Commission pursuant to

the Securities Act of 1933, the Securities Exchange Act of 1934, or the Investment Company Act of 1940, such statements may

be incorporated by appropriate reference, provided they meet the requirements as to form and content of financial statements

currently prescribed by Regulation S-X.

(c) No financial statement need be furnished for any subsidiary less than majority-owned in respect of which there is filed, within 60 days

after the filing of this registration statement, an application pursuant to Section 2(a)(9) of the Act for an order from the Commission

determining that such company is not in fact a controlled company. The filing of financial statements for any subsidiary shall not

in any way prejudice the determination by the Commission of an application under Section 2(a)(9) of the Act for an order declaring

that such company is not, in fact, a controlled company. In the event of denial of such an application, the exception provided by this

paragraph shall be removed retroactive and the requisite financial statements for such subsidiary shall be filed within 90 days after

such denial.

2. Significant Subsidiaries

(a) Financial statements need not be filed for any subsidiary which is not significant, provided that the financial statements of such

subsidiaries may be omitted only to the extent that the aggregate of the securities issued by, and indebtedness of, all subsidiaries, whose

statements are so omitted, which were owned by the registrant as of the end of the last fiscal year covered by financial statements

of the registrant filed herewith, do not exceed 15% of the total assets of the registrant as of that date. Notwithstanding Rule 1.02 of

Regulation S-X, a subsidiary shall be considered significant if either of the following conditions exists:

(1) The securities issued by, and indebtedness of, the subsidiary which were owned by the registrant and its other subsidiaries as of

the end of the last fiscal year covered by financial statements of the registrant filed herewith exceeded 5% of the assets of the

registrant; or

Form N-8b-4 - Registration Statement Of Face-Amount Certificate Companies - Securities And Exchange Commission Page 19