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(d) In the case of any other kind of security, appropriate information of comparable character.

Totally-held Subsidiary: The term “totally-held subsidiary” means a subsidiary, other than a face-amount certificate company, (a)

substantially all of whose outstanding securities are owned by its parent and/or the parent’s other totally-held subsidiaries, and (b) which is

not indebted to any person other than its parent and/or the parent’s other totally-held subsidiaries in an amount which is material in relation to

the particular subsidiary, excepting indebtedness incurred in the ordinary course of business which is not overdue and which matures within

one year from the date of its creation, whether evidenced by securities or not.

ORGANIZATION AND CONTROL

Item 1. General Information as to Organization

Give the date and form of organization of the registrant and the name of the state or other sovereign power under the laws of which it

was organized.

Instruction. As to the form of organization only a brief statement such as “A corporation” or other appropriate statement is required.

Item 2. Miscellaneous Information

Furnish the following information as to the registrant:

(a) Date of termination of charter.

(b) Date upon which fiscal year ends.

(d) Frequency, nature and scope of regular reports proposed to be made to each class of security holders.

Item 3. Control

Furnish a list or diagram of all persons controlling, controlled by or under common control with the registrant and indicate (1) the State

or other sovereign power under the laws of which each was organized, and (2) the respective percentage of voting securities of each such

person owned by each other person named.

Instructions.

1. The term “control” for the purposes of this item means “control” as defined in Section 2(a)(9) of the Act, but without reference to

the presumption created therein. If control does not arise from ownership of voting securities, indicate briefly the method of control.

If in any instance the existence of control is open to reasonable doubt, the registrant may state the material facts pertinent to the

possible existence of control, with a disclaimer of any admission of the actual existence of effective control.

2. The list or diagram shall include the registrant and shall be so prepared as to show clearly the relationship of each person to the

registrant and other persons named. If any person is controlled by or through two or more persons jointly, so indicate by appropriate

cross-reference.

3. Designate by appropriate symbols (a) subsidiaries for which separate financial statements are filed; (b) subsidiaries included in

the respective consolidated financial statements; (c) subsidiaries included in the respective group financial statements filed for

unconsolidated subsidiaries; and (d) other subsidiaries, indicating briefly why statements of such subsidiaries are not filed.

Item 4. Voting Trusts

If more than 10 percent of any class of voting securities of the registrant are held subject to any voting trust or other similar agreement,

state the title of such securities, the amount held, and the duration of the agreement. Give the names and addresses of the voting trustees and

outline briefly their voting rights and other powers under the agreement.

BUSINESS AND POLICIES OF REGISTRANT

Item 5. Business

Briefly describe the business of the registrant and its subsidiaries and the development thereof during the past five years. State, on the

basis of present intentions and existing conditions, any contemplated changes in the character of or method of conducting the business. State

briefly the general character of any materially important assets of the registrant and its subsidiaries other than investments in securities,

mortgages and mortgage loans and commodities and commodity contracts.

Form N-8b-4 - Registration Statement Of Face-Amount Certificate Companies - Securities And Exchange Commission Page 3