UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8B-4 REGISTRATION STATEMENT OF FACE-AMOUNT CERTIFICATE COMPANIES OMB APPROVAL OMB Number: 3235-0247 Expires: September 30, 2017 Estimated average burden hours per response 171 Pursuant to Section 8(b) of the Investment Company Act of 1940 _____________________________________________________________________________________________ (Exact name of registrant as specified in charter) _________________________________________________________________________________________ (Address of Principal office of registrant) GENERAL INSTRUCTIONS 1. Rule as to Use of Form This form shall be used for registration statements filed pursuant to Section 8(b) of the Investment Company Act of 1940, by all faceamount certificate companies. In filing a registration statement on this form, companies having securities registered under the Securities Act of 1933 may file the information specified in Rule N-8C-4 in partial satisfaction of the requirements of this form. 2. Preparation of Registration Statement (a) Every item is to be answered as of the date of execution of the registration statement unless the context clearly indicates the contrary. All answers are to be printed, mimeographed or typewritten in black ink, and prepared on good quality white paper, 8½" x 13" in size, leaving a margin of at least 1½" on the left. Tables, financial statements and schedules, however, may be on larger paper if folded to such size. Documents submitted as exhibits may differ from such size. All copies of the registration statement shall be unbound except by clips or removable staples. (b) The answer to each item shall contain the full text of such item, but not the instructions thereto, and the full heading of each table. However, the tabular form may be rearranged where such rearrangement will not detract from the clarity of the presentation. Every item and subdivision thereof is to be answered fully and accurately but answers to subdivisions of the same item may be combined providing the information is clearly presented. Except as specifically provided, if any item is inapplicable, or the answer is "none," a statement to such effect is to be made. (c) Unless the context indicates the contrary, the items in this registration statement apply only to the registrant. (d) The answer to any of the items in the registration statement proper may be incorporated by reference as answer, or partial answer, to any of such items, provided the reference is specific and the matter incorporated is clearly designated in the reference. A reference to an exhibit will not suffice as an answer to an item, subject, however, to paragraph (e) below, and except as otherwise specifically provided. See also Rule N-4 of the General Rules and Regulations under the Act. (e) Where "brief" answers are required, brevity is essential. It is not intended, in such case, that a statement shall be made as to all the provisions of any document, but only in succinct and condensed form, as to the most important thereof. In addition, the answer may incorporate by reference particular items, sections or paragraphs of any exhibit, and may be qualified in its entirety by such reference. (f) Names shall be given in full. Initials will not suffice. (g) Information Unknown to Registrant: Information required need be given only insofar as known or reasonably available to the registrant. If any required information is unknown and not reasonably available to the registrant either because the obtaining thereof would involve unreasonable effort or expense, or because it rests peculiarly within the knowledge of another person neither controlling, controlled by, nor under common control with the registrant, such information may be omitted subject to the following conditions: SEC1285 (11-05) 1 of 22 American LegalNet, Inc. www.FormsWorkFlow.com (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. 3. 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 5th 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. (c) Fee: There is no fee for filing this registration statement. 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 asse