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(1) the registrant shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense

together with the sources thereof;

(2) as to all information omitted, the registrant shall include a statement either showing that unreasonable effort or expense would

be involved or indicating the absence of either any relationship with, or any control over, the person within whose knowledge

the information rests and stating the result of a request made to such person for such information.

(h) It is recommended that to the extent the preparation of the registration statement requires data pertaining to persons other than the

registrant, such data be obtained over the signature of the person to whom it pertains. These signed statements should be kept by

the registrant for future reference, and the information therein contained should constitute the basis for preparing the answers to the

applicable items of the registration statement.

Filing of Registration Statement

(a) Filing: Filing of the registration statement and all inquiries and communications with respect thereto shall be addressed to the

Securities and Exchange Commission, [450 5

Street, N.W., Washington, D.C. 20549]. One original and three copies of the registration

statement shall be filed. The original shall be manually signed. The three copies may have facsimile or typewritten signatures of

the persons who signed the original copy of the registration statement.

(b) Time for Filing: Any investment company required to use this form shall file a registration statement with the Commission within

90 days after the effective date of this form, or within 90 days after registration pursuant to Section 8(a) of the Act, whichever date

is later; provided, that the Commission may, upon a showing of good cause, extend the time for filing not more than 60 days after

the end of such 90-day period.

4. Definitions:

Unless the context clearly indicates the contrary, terms used in this form have meanings as defined in Section 2 or 28 of the Investment

Company Act of 1940. In addition, the following definitions apply:

Act: The term “Act” means the Investment Company Act of 1940.

Material: The term “material,” when used to qualify a requirement for the furnishing of information as to any subject, limits the information

required to those matters as to which an average prudent investor ought reasonably to be informed.

Predecessor: The term “predecessor” means a person the major portion of the business and assets of which another person acquired in

a single succession, or in a series of successions in each of which the acquiring person acquired the major portion of the business and assets

of the acquired person.

Subsidiary: The term “subsidiary” means company controlled by another company whether or not majority-owned. Unless the context

clearly indicates the contrary, the term “control” shall have the meaning set forth in Section 2(a)(9) of the Act for the purpose of determining

whether or not a company is a subsidiary.

Succession: The term “succession” means the direct acquisition of the assets comprising a going business, whether by merger, consolidation,

purchase, or other direct transfer. The term does not include the acquisition of control of a business unless followed by the direct acquisition

of its assets. The terms “succeed” and “successor” have meanings correlative to the foregoing.

Title of Securities: Wherever the “title” of securities is required to be stated there shall be given such information as will indicate the

type and general character of the securities, including the following:

(a) In the case of shares, the par or stated value, if any; the rate of dividends, if fixed, and whether cumulative or noncumulative; a brief

indication of the preference, if any; and if convertible, a statement to that effect.

(b) In the case of funded debt, the rate of interest; the date of maturity, or if the issue matures serially, a brief indication of the serial

maturities, such as “maturing serially from 1950 to 1960;” if the payment of principal or interest is contingent, an appropriate

indication of such contingency; a brief indication of the priority of the issuer; and if convertible, a statement to that effect.

(c) In the case of face-amount certificates, the full designation of the issue and, if not included therein, the number of years to maturity,

assuming no delinquency in making payments, and whether of the installment or fully-paid type.

Form N-8b-4 - Registration Statement Of Face-Amount Certificate Companies - Securities And Exchange Commission Page 2