Free Form N-8B-2 - Federal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM N-8B-2 REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS WHICH ARE CURRENTLY ISSUING SECURITIES

OMB APPROVAL OMB Number: 3235-0186 Expires:. . . . August 31, 2010 Estimated average burden hours per response. . . . . 18.8

Pursuant to Section 8(b) of the Investment Company Act of 1940 ____________________________________________________________________________________ Name of Unit Investment Trust Not the issuer of periodic payment plan certificates. Issuer of periodic payment plan certificates. CONTENTS Items INSTRUCTIONS I 1-9 ORGANIZATION AND GENERAL INFORMATION II GENERAL DESCRIPTION OF TRUST AND SECURITIES OF THE TRUST 10 11-12 13 14-24 14 15 16 17 18 19 20 21 22 23 24 General Information Concerning the Securities of the Trust and the Rights of Holders Information Concerning the Securities Underlying the Trust's Securities Information Concerning Loads, Fees, Charges and Expenses Information Concerning the Operations of the Trust Issuance of Securities Receipt of Payments Purchase and Sale of Underlying Securities Redemption of Securities Distributions and Reinvestment Records and Accounts Indenture Provisions Regarding Depositor, Trustee or Indenture Changes Loans to Security Holders Limitations on Liability Bonding of Officers and Employees Other Material Provisions III ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR 25-27 28 29 30 31 32 33 34 Organization and Operations of Depositor Officials and Affiliated Persons of Depositor Companies Owning Securities of Depositor Controlling Persons Compensation of Officers of Depositor Compensation of Directors Compensation to Employees Compensation to Other Persons

SEC 977 (8-07)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

IV DISTRIBUTION AND REDEMPTION OF SECURITIES 35-38 39-43 44 45 46 47 Distribution of Securities Information Concerning Principal Underwriter Offering Price or Acquisition Valuation of Securities of the Trust Suspension of Redemption Rights Redemption Valuation of Securities of the Trust Purchase and Sale of Interests in Underlying Securities from and to Security Holders V INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN 48 49 50 General Information Fees Paid Lien on Assets VI 51 Information Concerning Insurance of Holders of Securities VII 52 53 Policy of Registrant Mutual Investment Company VIII FINANCIAL AND STATISTICAL INFORMATION 54 55 56 57 58 59 Asset Value and Dividends Transcript of Hypothetical Periodic Payment Plan Account Experience and Performance Table Termination Experience Table Lapse Experience Table Instructions as to Financial Statements IX EXHIBITS SIGNATURE

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GENERAL INSTRUCTIONS FOR FORM N-8B-2 READ INSTRUCTIONS CAREFULLY BEFORE PREPARING THE REGISTRATION STATEMENT. THE REGISTRATION STATEMENT WILL NOT BE DEEMED ACCEPTABLE UNLESS IT IS PREPARED, EXECUTED AND FILED SUBSTANTIALLY IN ACCORDANCE WITH THESE INSTRUCTIONS: 1. Rule as to Use of Form This form shall be used as the form for registration statements to be filed, pursuant to Section 8(b) of the Investment Company Act of 1940, by unit investment trusts other than separate accounts that are currently issuing securities, including unit investment trusts that are issuers of periodic payment plan certificates and unit investment trusts of which a management investment company is the sponsor or depositor. 2. Preparation and Filing 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 back or stitching margin of at least 1½". 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. The answer to each item shall contain the full text of such item (but not necessarily any notes or instructions accompanying the item) and the full heading of each table. However, the tabular form may be dispensed with, provided all of the information called for by the table is furnished. Every item and subdivision thereof is to be answered fully and accurately and if the answer is in the negative or if the item or subdivision is not applicable, it is to be answered in appropriate negative form, such as "none" or "not applicable." If an item or subdivision which calls for the preparation of information in tabular form is not applicable, it is not necessary to retype the table called for under that particular item. However, the answer must indicate that such item or subdivision thereof is "not applicable." Provisions of Indentures or Agreements: Reference to indenture provisions should be succinct and condensed and should not quote such provisions verbatim unless necessary to do so. The answer may be qualified, however, by reference to particular provisions of any indenture set forth as an exhibit. Incorporation by Reference: The answer to any of the Items 1 to 54 in the registration statement may be incorporated by reference as answer, or partial answer, to any of such items, provided that the item referred to is specifically designated. However, none of the financial statements, nor any of the exhibits, required by the registration statement may be incorporated by reference as all or part of the answer to any of such items. Names shall be given in full. Initials will not suffice. Information Unknown or Not Available: Information required need be given only insofar as known or reasonably available to the depositor or the trustee or custodian. If any required information is unknown and not reasonably available 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 trust, depositor or trustee or custodian, such information may be omitted subject to the following conditions: (l) Such information as is known or can be acquired without unreasonable effort or expense shall be given together with the sources thereof. A disclaimer of responsibility for the accuracy or completeness of all or part of such information may be included.

(b)

(c)

(d)

(e) (f)

(2)

(g)

As to all information omitted, a statement shall be included 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. It is recommended that to the extent the preparation of the registration statement requires data pertaining to persons other than the person filing the statement on behalf of the trust, such data should be obtained under the signature of the person to whom it pertains. These signed statements should be kept by the depositor or trustee or custodian for future reference, and the information therein contained should constitute the basis for preparing the answers to such items of the registration statement. Signature: The original copy of the registration statement shall be filed on behalf of the trust by an officer, director or partner of its depositor or trustee or custodian. Filing: Filing of the registration statement and all inquiries and communications with respect thereto shall be addressed to the Securities and Exchange Commission, Washington, D.C. One original and three copies of each 3

(h) (i)

registration statement shall be filed. The three copies of the registration statement may have facsimile or typewritten signatures of the persons who signed the original copy of the registration statement. (j) Time for Filing (1) Subject to the provisions of paragraph (2) below, any unit investment trust required to use this form shall file a registration statement with the Commission within three months after the filing of a notification of registration pursuant to Section 8(a) of the Act, provided that if the fiscal year of any such trust ends within such three month period, its registration statement may be filed at any time within three months after the end of such fiscal year. Any unit investment trust of which a management investment company is the sponsor or depositor and which filed a notification of registration pursuant to Section 8(a) of the Act prior to May 31, 1942, shall file a registration statement with the Commission on or before August 31, 1942, provided that if the fiscal year of any such trust ends on a date subsequent to May 31, 1942 but prior to September 1, 1942, its registration statement may be filed at any time within three months after the end of such fiscal year.

(2)

(k)

Fee: There is no fee for filing this registration statement.

Definitions: Unless the context clearly indicates the contrary, terms used in the registration statement have meanings as defined in Section 2 of the Investment Company Act of 1940. In addition, the following definitions apply: Act: The term "Act" means the Investment Company Act of 1940. Date of Registration: The term "date of registration" means the date on which a notification of registration pursuant to Section 8(a) of the Act was filed with the Commission. If the notification of registration was filed on or before October 31, 1940, information called for in the registration statement as of the date of registration shall be given as of the close of business on October 31, 1940. Depositor: The term "depositor" includes the person primarily responsible for the organization of the trust and the person who has continuing functions or responsibilities with respect to the administration of the affairs of the trust other than the trustee or custodian. The term includes the sponsor or manager of the trust. If there is more than one such person the information called for in this form for the depositor shall be set forth for each such person. Security Holder: The term "security holder" includes the holder of a periodic payment plan certificate. Trust: The term "trust" means unit investment trust as defined in Section 4(2) of the Act. Unless the context indicates otherwise, the term "trust" refers to the unit investment trust on behalf of which the registration statement is filed. Underlying Securities: The term "underlying securities" means the portfolio securities purchased by the trust with the proceeds of payments made by the security holders of the trust and in which they have a direct beneficial interest.

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I ORGANIZATION AND GENERAL INFORMATION 1. (a) (b) 2. 3. Furnish name of the trust and the Internal Revenue Service Employer Identification Number. (According to security designation or otherwise, if the trust does not have or does not transact business under any other designation). Furnish title of each class or series of securities issued by the trust.

Furnish name and principal business address and Zip Code and the Internal Revenue Service Employer Identification Number of each depositor of the trust. (Note definition of "depositor" in general instructions). Furnish name and principal business address and Zip Code and the Internal Revenue Service Employer Identification Number of each custodian or trustee of the trust indicating for which class or series of securities each custodian or trustee is acting. Furnish name and principal business address and Zip Code and the Internal Revenue Service Employer Identification Number of each principal underwriter currently distributing securities of the trust. Furnish the name of state or other sovereign power, the laws of which govern with respect to the organization of the trust. (a) Furnish the dates of execution and termination of any indenture or agreement currently in effect under the terms of which the trust was organized and issued or proposes to issue securities. (If individual indentures or agreements are entered into with security holders, so state and furnish the date of the first such indenture or agreement.) Furnish the dates of execution and termination of any indenture or agreement currently in effect pursuant to which the proceeds of payments on securities issued or to be issued by the trust are held by the custodian or trustee. (If this indenture or agreement is the same as set forth in Item 6(a), so state.)

4. 5. 6.

(b)

7.

Furnish in chronological order the following information with respect to each change of name of the trust since January 1, 1930. If the name has never been changed, so state. Former Name Approximate Date of Change

8.

State the date on which the fiscal year of the trust ends.

Material Litigation 9. Furnish a description of any pending legal proceedings, material with respect to the security holders of the trust by reason of the nature of the claim or the amount thereof, to which the trust, the depositor, or the principal underwriter is a party or of which the assets of the trust are the subject, including the substance of the claims involved in such proceeding and the title of the proceeding. Furnish a similar statement with respect to any pending administrative proceeding commenced by a governmental authority or any such proceeding or legal proceeding known to be contemplated by a governmental authority. Include any proceeding which, although immaterial itself, is representative of, or one of, a group which in the aggregate is material. II GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST General Information Concerning the Securities of the Trust and the Rights of Holders 10. Furnish a brief statement with respect to the following matters for each class or series of securities issued by the trust: (a) (b) (c) (d) Whether the securities are of the registered or bearer type. Whether the securities are of the cumulative or distributive type. The rights of security holders with respect to withdrawal or redemption. The rights of security holders with respect to conversion, transfer, partial redemption, and similar matters.

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(e)

If the trust is the issuer of periodic payment plan certificates, the substance of the provisions of any indenture or agreement with respect to lapses or defaults by security holders in making principal payments, and with respect to reinstatement. The substance of the provisions of any indenture or agreement with respect to voting rights, together with the names of any persons other than security holders given the right to exercise voting rights pertaining to the trust's securities or the underlying securities and the relationship of such persons to the trust. Whether security holders must be given notice of any change in: (1) (2) (3) (4) the composition of the assets of the trust. the terms and conditions of the securities issued by the trust. the provisions of any indenture or agreement of the trust. the identity of the depositor, trustee or custodian

(f)

(g)

(h)

Whether the consent of security holders is required in order for action to be taken concerning any change in: (1) (2) (3) (4) the composition of the assets of the trust the terms and conditions of the securities issued by the trust. the provisions of any indenture or agreement of the trust. the identity of the depositor, trustee or custodian

(i)

Any other principal feature of the securities issued by the trust or any other principal right, privilege or obligation not covered by subdivisions (a) to (g) or by any other item in this form. (Note: If there is more than one class or series of securities, the basic type of security may be described and the distinguishing features of each other class or series of securities may thereafter be described in answer to this item.)

Information Concerning the Securities Underlying the Trust's Securities 11. Describe briefly the kind or type of securities comprising the unit of specified securities in which security holders have an interest. (If the unit consists of a single security issued by an investment company, name such investment company and furnish a description of the type of securities comprising the portfolio of such investment company.) (Note: Do not furnish a list of portfolio securities in answer to this item. Describe portfolio securities as "bonds of railroad companies," "preferred stock of public utility holding companies," "common stock of industrial companies," etc., indicating the approximate proportion of each group in terms of value as of a recent date.) If the trust owns or will own any securities of its regular brokers or dealers as defined in rule 10b-1 under the Act [17 CFR §270. 10b-1], or their parents, identify those brokers or dealers and state the value of the registrant's aggregate holdings of the securities of each subject issuer as of the close of the registrant's most recent fiscal year. Instruction: The registrant need only disclose information with respect to an issuer that derived more than 15% of its gross revenues from the business of a broker, a dealer, an underwriter, or an investment adviser during its most recent fiscal year. If the registrant has issued more than one class or series of securities, the requested information must be disclosed for the class or series that has securities that are being registered. 12. If the trust is the issuer of periodic payment plan certificates and if any underlying securities were issued by another investment company, furnish the following information for each such company: (a) (b) (c) (d) Name of company. Name and principal business address of depositor. Name and principal business address of trustee or custodian. Name and principal business address of principal underwriter.

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(e)

The period during which the securities of such company have been the underlying securities. (If any sub-item is not applicable, so state.)

Information Concerning Loads, Fees, Charges and Expenses 13. (a) Furnish the following information with respect to each load, fee, expense or charge to which (1) principal payments, (2) underlying securities, (3) distributions, (4) cumulated or reinvested distributions or income, and (5) redeemed & liquidated assets of the trust's securities are subject: (A) the nature of such load, fee, expense, or charge; (B) the amount thereof; (C) the name of the person to whom such amounts are paid and his relationship to the trust; (D) the nature of the services performed by such person in consideration for such load, fee, expense or charge. (In the case of periodic payment plan certificates, a computation of the aggregate amount of each load or charge per certificate should be made as of a recent date (using the smallest unit) assuming completion of payments and no fluctuation in the value of the underlying securities. If a percentage basis is used to determine the amount of any load or charge, state such basis and convert it into an estimated money equivalent.) (b) For each installment payment type of periodic payment plan certificate of the trust, furnish the following information with respect to sales load and other deductions from principal payments. ("Sales load" includes sales load of any underlying investment company security. Computation should be made on the basis of the certificate calling for the smallest amount of payments.)
Aggregate amount of payments (Complete period) % of amount of Amount payments (1) Amount of payments to be made on certificates (2) Amount of sales load (3) (4) (5) (6) (7) Fee of custodian or trustee Insurance premiums Other deductions from payments1 Total deductions (2 to 5) Net amount invested 100% Six Payments (six months) 12 Payments (one year) 24 Payments (two years) % of amount of Amount payments 100%

% of % of amount of amount of Amount payments Amount payments 100% 100%

(c)

State the amount of total deductions as a percentage of the net amount invested for each type of security issued by the trust. State each different sales charge available as a percentage of the public offering price and as a percentage of the net amount invested. List any special purchase plans or methods established by rule or exemptive order that reflect scheduled variations in, or elimination of, the sales load and identify each class of individuals or transactions to which such plans apply. Explain fully the reasons for any difference in the price at which securities are offered generally to the public, and the price at which securities are offered for any class of transactions to any class or group of individuals, including officers, directors, or employees of the depositor, trustee, custodian or principal underwriter.

(d)

1

Indicate the nature of such other deductions, as taxes, commissions, etc. If any such item amounts to more than 1% of the total amount of payments to be made, list separately. (Omit any items if certificate of the type covered makes no provisions for deductions of such item from payments.)

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(e)

Furnish a brief description of any loads, fees, expenses or charges not covered in Item 13(a) which may be paid by security holders in connection with the trust or its securities. (Assignment, reinstatement, replacing lost certificates, etc.) State whether the depositor, principal underwriter, custodian or trustee, or any affiliated person of the foregoing may receive profits or other benefits not included in answer to Item 13(a) or 13(d) through the sale or purchase of the trust's securities or interests in such securities, or underlying securities or interests in underlying securities, and describe fully the nature and extent of such profits or benefits. State the percentage that the aggregate annual charges and deductions for maintenance and other expenses of the trust bear to the dividend and interest income from the trust property during the period covered by the financial statements filed herewith.

(f)

(g)

Information Concerning the Operations of the Trust Note: Items 14 to 24 inclusive call for a brief description of the principal characteristics and method of operation of the trust and its securities. The functions and duties of the depositor, principal underwriter, custodian or trustee, or other person should be stated in connection with the description. 14. Describe the procedure with respect to applications (if any) and the issuance and authentication of the trust's securities, and state the substance of the provisions of any indenture or agreement pertaining thereto. 15. Describe the procedure with respect to the receipt of payments from purchasers of the trust's securities and the handling of the proceeds thereof, and state the substance of the provisions of any indenture or agreement pertaining thereto. 16. Describe the procedure with respect to the acquisition of underlying securities and the disposition thereof, and state the substance of the provisions of any indenture or agreement pertaining thereto. 17. (a) (b) Describe the procedure with respect to withdrawal or redemption by security holders. Furnish the names of any persons who may redeem or repurchase, or are required to redeem or repurchase, the trust's securities or underlying securities from security holders, and the substance of the provisions of any indenture or agreement pertaining thereto. Indicate whether repurchased or redeemed securities will be canceled or may be resold. Describe the procedure with respect to the receipt, custody and disposition of the income and other distributable funds of the trust and state the substance of the provisions of any indenture or agreement pertaining thereto. Describe the procedure, if any, with respect to the reinvestment of distributions to security holders and state the substance of the provisions of any indenture or agreement pertaining thereto. If any reserves or special funds are created out of income or principal, state with respect to each such reserve or fund the purpose and ultimate disposition thereof, and describe the manner of handling of same. Submit a schedule showing the periodic and special distributions which have been made to security holders during the three years covered by the financial statements filed herewith. State for each such distribution the aggregate amount and amount per share. If distributions from sources other than current income have been made identify each such other source and indicate whether such distribution represents the return of principal payments to security holders. If payments other than cash were made describe the nature thereof, the account charged and the basis of determining the amount of such charge.

(c) 18. (a) (b) (c) (d)

19. Describe the procedure with respect to the keeping of records and accounts of the trust, the making of reports and the furnishing of information to security holders, and the substance of the provisions of any indenture or agreement pertaining thereto. 20. State the substance of the provisions of any indenture or agreement concerning the trust with respect to the following: (a) (b) (c) Amendments to such indenture or agreement. The extension or termination of such indenture or agreement. The removal or resignation of the trustee or custodian, or the failure of the trustee or custodian to perform its duties, obligations and functions. 8

(d) (e) (f) 21. (a) (b)

The appointment of a successor trustee and the procedure if a successor trustee is not appointed. The removal or resignation of the depositor, or the failure of the depositor to perform its duties, obligations and functions. The appointment of a successor depositor and the procedure if a successor depositor is not appointed. State the substance of the provisions of any indenture or agreement with respect to loans to security holders. Furnish a brief description of any procedure or arrangement by which loans are made available to security holders by the depositor, principal underwriter, trustee or custodian, or any affiliated person of the foregoing. The following items should be covered: (1) The name of each person who makes such agreements or arrangements with security holders. (2) The rate of interest payable on such loans. (3) The period for which loans may be made. (4) Costs or charges for default in repayment at maturity. (5) Other material provisions of the agreement or arrangement.

(c)

If such loans are made, furnish the aggregate amount of loans outstanding at the end of the last fiscal year, the amount of interest collected during the last fiscal year allocated to the depositor, principal underwriter, trustee or custodian or affiliated person of the foregoing and the aggregate amount of loans in default at the end of the last fiscal year covered by financial statements filed herewith.

22. State the substance of the provisions of any indenture or agreement with respect to limitations on the liabilities of the depositor, trustee or custodian, or any other party to such indenture or agreement. 23. Describe any bonding arrangement for officers, directors, partners or employees of the depositor or principal underwriter of the trust, including the amount of coverage and the type of bond. 24. State the substance of any other material provisions of any indenture or agreement concerning the trust or its securities and a description of any other material function or duties of the depositor, trustee-or custodian not stated in Item 10 or Items 14 to 23 inclusive. III ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR Note: If there is more than one person within the meaning of "depositor" as defined in "general instructions" herein, the information called for in Items 25 to 34 inclusive shall be set forth for each additional person under corresponding items designated 25A, 26A, 27A, etc., 25B, 26B, 27B, etc. Organization and Operations of Depositor 25. State the form of organization of the depositor of the trust, the name of the state or other sovereign power under the laws of which the depositor was organized and the date of organization. 26. (a) Furnish the following information with respect to all fees received by the depositor of the trust in connection with the exercise of any functions or duties concerning securities of the trust during the period covered by the financial statements filed herewith: Total payments Amount of by security sales load holders received Amount of administration fees received Amount of management fees received Amount of other fees received Aggregate gross amount of load, fees etc., received

Year

(b)

Furnish the following information with respect to any fee or any participation in fees received by the depositor from any underlying investment company or any affiliated person or investment adviser of such company:

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(1) The nature of such fee or participation. (2) The name of the person making payment. (3) The nature of the services rendered in consideration for such fee or participation (4) The aggregate amount received during the last fiscal year covered by the financial statements filed herewith. 27. Describe the general character of the business engaged in by the depositor including a statement as to any business other than that of depositor of the trust. If the depositor acts or has acted in any capacity with respect to any investment company or companies other than the trust, state the name or names of such company or companies, their relationship, if any, to the trust, and the nature of the depositor's activities therewith. If the depositor has ceased to act in such named capacity, state the date of and circumstances surrounding such cessation. Officials and Affiliated Persons of Depositor 28. (a) Furnish as at latest practicable date the following information with respect to the depositor of the trust, with respect to each officer, director, or partner of the depositor, and with respect to each natural person directly or indirectly owning, controlling or holding with power to vote 5% or more of the outstanding voting securities of the depositor.

10

As at _____________________________ (Date) Name and principal business address Nature of relationship or affiliation with depositor of the trust

Ownership of all securities of the depositor Securities owned of record which are also owned beneficially Title of Class Amount Percent of class Securities owned of record which are not owned beneficially Amount Percent of class Securities owned beneficially which are not owned of record Amount Percent of class

Ownership of all securities of the trust Securities owned of record which are also owned beneficially Title of Class Amount Percent of class Securities owned of record which are not owned beneficially Amount Percent of class Securities owned beneficially which are not owned of record Amount Percent of class

Other companies of which each of the persons2 named above is presently an officer, director or partner Name and principal business address of such other company (b) Nature of business of such other company Nature of affiliation with such other company

Furnish a brief statement of the business experience during the last five years of each officer, director or partner of the depositor.

Companies Owning Securities of Depositor 29. Furnish as at latest practicable date the following information with respect to each company which directly or indirectly owns, controls or holds with power to vote 5 % or more of the outstanding voting securities of the depositor.

2

Exclude persons whose affiliation with the depositor arises solely by virtue of stock ownership (Section 2(a)(3)(A) of the Act).

11

As at _____________________________ (Date) Name and principal business address Nature of business Securities owned of record which are also owned beneficially Title of Class Amount Percent of class Securities owned of record which are not owned beneficially Amount Percent of class Securities owned beneficially which are not owned of record Amount Percent of class

Controlling Persons 30. Furnish as at latest practicable date the following information with respect to any person, other than those covered by Items 28, 29 and 42 who directly or indirectly controls the depositor. ("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 no such other person controls the depositor, indicate "none.") As at ______________________________ (Date) Name and principal business address Nature of business of such person Brief description of basis of control

Compensation of Officers and Directors of Depositor Compensation of Officers of Depositor 31. Furnish the following information with respect to the remuneration for services3 paid by the depositor during the last fiscal year covered by financial statements filed herewith: (a) directly to each of the officers or partners of the depositor directly receiving the three highest amounts of remuneration: Capacity in which received and nature of services Amount of remuneration paid

Name of Person (b)

directly to all officers or partners of the depositor as a group exclusive of persons whose remuneration is included under Item 31(a), stating separately the aggregate amount paid by the depositor itself and the aggregate amount paid by all the subsidiaries; indirectly or through subsidiaries to each of the officers or partners of the depositor

(c)

3

The term "remuneration for services" includes (a) salaries, fees, commissions, and all other forms of direct compensation paid to the person in question individually by the depositor for all services rendered with respect to the trust, and (2) indirect compensation paid by an underwriter or investment adviser of the trust (other than the depositor) or by a subsidiary of the depositor in connection with services rendered with respect to the trust. Indirect compensation also includes brokerage commissions, other agency commissions, investment advisory fees, legal fees and similar remuneration paid (before deducting expenses of rendering such services) to any partnership of which the person in question is a member or to any other company in which such person has an interest of 5% or more, but it is not necessary to make any allocation of the individual's proportionate interest in such indirect compensation. The term "remuneration for services" does not include fees for acting as transfer agent, registrar, paying agent or similar services ordinarily performed by a bank or trust company, nor does it include payments for rent or services incident to a lessor-lessee relationship or similar payments.

12

Name of person Relationship of person to depositor Nature of services Compensation of Directors

Name of company receiving remuneration

Relationship of person to to company receiving remuneration Amount paid by each such company

Name of each paying company

32. Furnish the following information with respect to the remuneration for services,4 exclusive of remuneration reported under Item 31, paid by the depositor during the last fiscal year covered by financial statements filed herewith: (a) (b) the aggregate direct remuneration to directors indirectly or through subsidiaries to directors Relationship of person to depositor Name of company receiving remuneration Relationship of person to company receiving remuneration

Name of person

Nature of services Compensation to Employees 33. (a)

Name of each paying company

Amount paid by each such company

Furnish the following information with respect to the aggregate amount of remuneration for services5 of all employees of the depositor (exclusive of persons whose remuneration is reported in Items 31 and 32) who received remuneration in excess of $10,000 during the last fiscal year covered by the financial statements filed herewith from the depositor and any of its subsidiaries. Capacity in which remuneration was received Name of each company receiving remuneration Amount of remuneration paid by each such company

Name of person (b)

Furnish the following information with respect to the remuneration for services6 paid directly during the last fiscal year covered by financial statements filed herewith to the following classes of persons (exclusive of those persons covered by Item 33(a)): (1) Sales managers, branch managers, district managers and other persons supervising the sale of registrant's securities; (2) Salesmen, sales agents, canvassers and other persons making solicitations but not in supervisory capacity; (3) Administrative and clerical employees; and (4) Others (specify). If a person is employed in more than one capacity, classify according to predominant type of work. Class of persons Number Aggregate remuneration

Compensation to Other Persons 34. Furnish the following information with respect to the aggregate amount of compensation for services7 paid any person (exclusive of persons whose remuneration is reported in Items 31, 32 and 33), whose aggregate compensation in connection with services rendered with respect to the trust in all capacities exceeded $10,000 during the last fiscal year covered by financial statements filed herewith from the depositor and any of its subsidiaries.

4 5 6 7

See footnote 3. Id. Id. Id.

13

Name of person

Capacity in which remuneration was received

Name of each company Amount of remuneration paid paying remuneration by each such company IV

DISTRIBUTION AND REDEMPTION OF SECURITIES Distribution of Securities 35. Furnish the names of the states in which sales of the trust's securities (A) are currently being made, (B) are presently proposed to be made, and (C) have been discontinued, indicating by appropriate letter the status with respect to each state. 36. If sales of the trust's securities have at any time since January 1, 1936 been suspended for more than a month describe briefly the reasons of such suspension. 37. (a) Furnish the following information with respect to each instance where subsequent to January 1, 1937, any federal or state governmental officer, agency, or regulatory body denied authority to distribute securities of the trust, excluding a denial which was merely a procedural step prior to any determination by such officer, etc. and which denial was subsequently rescinded. (1) (2) (3) (b) Name of officer, agency or body. Date of denial. Brief statement of reason given for denial.

Furnish the following information with respect to each instance where, subsequent to January 1, 1937, the authority to distribute securities of the trust has been revoked by any federal or state governmental officer, agency or regulatory body. (1) (2) (3) Name of officer, agency or body. Date of revocation. Brief statement of reason given for revocation.

38. (a) (b)

Furnish a general description of the method of distribution of securities of the trust. State the substance of any current selling agreement between each principal underwriter and the trust or the depositor, including a statement as to the inception and termination dates of the agreement, any renewal and termination provisions, and any assignment provisions. State the substance of any current agreements or arrangements of each principal underwriter with dealers, agents, salesmen, etc. with respect to commissions and overriding commissions, territories, franchises, qualifications and revocations. If the trust is the issuer of periodic payment plan certificates, furnish schedules of commissions and the bases thereof. In lieu of a statement concerning schedules of commissions, such schedules of commissions may be filed as Exhibit A(3)(c).

(c)

Information Concerning Principal Underwriter Note: If the depositor and the sole principal underwriter are identical Items 39(a), 40, 41(a), 41(c) and 42 may be answered by reference to Items 25, 26, 27 and 28(a), respectively. 39. (a) (b) 40. (a) State the form of organization of each principal underwriter of securities of the trust, the name of the state or other sovereign power under the laws of which each underwriter was organized and the date of organization. State whether any principal underwriter currently distributing securities of the trust is a member of the National Association of Securities Dealers, Inc. Furnish the following information with respect to all fees received by each principal underwriter of the trust from the sale of securities of the trust and any other functions in connection therewith exercised by such underwriter in such capacity or otherwise during the period covered by the financial statements filed herewith.

14

NAME OF PRINCIPAL UNDERWRITER Year Total payments by security holders Amount of sales load received Amount of administration fees received Amount of management fees received Amount of other fees received Aggregate gross amount of load, fees, etc. received

(b)

Furnish the following information with respect to any fee or any participation in fees received by each principal underwriter from any underlying investment company or any affiliated person or investment adviser of such company: (1) (2) (3) (4) The nature of such fee or participation. The name of the person making payment. The nature of the services rendered in consideration for such fee or participation. The aggregate amount received during the last fiscal year covered by the financial statements filed herewith.

41. (a)

Describe the general character of the business engaged in by each principal underwriter, including any business other than the distribution of securities of the trust. If a principal underwriter acts or has acted in any capacity with respect to any investment company or companies other than the trust, state the name or names of such company or companies, their relationship, if any, to the trust and the nature of such activities. If a principal underwriter has ceased to act in such named capacity, state the date of and the circumstances surrounding such cessation. Furnish as at latest practicable date the address of each branch office of each principal underwriter currently selling securities of the trust and furnish the name and residence address of the person in charge of such office. Furnish the number of individual salesmen of each principal underwriter through whom any of the securities of the trust were distributed for the last fiscal year of the trust covered by the financial statements filed herewith and furnish the aggregate amount of compensation received by such salesmen in such year. (Segregate full-time and part-time salesmen.)

(b) (c)

42. Furnish as at latest practicable date the following information with respect to each principal underwriter currently distributing securities of the trust and with respect to each of the officers, directors or partners of such underwriter: As at ______________________________ (Date) Name and principal business address of each such person Position with principal underwriter

Ownership of Securities of the Trust Securities owned of record which are also owned beneficially Title of class Amount Percent of class Securities owned of record which are not owned beneficially Amount Percent of class Securities owned beneficially which are not owned of record Amount Percent of class

43. Furnish, for the last fiscal year covered by the financial statements filed herewith, the amount of brokerage commissions received by any principal underwriter who is a member of a national securities exchange and who is currently distributing the securities of the trust or effecting transactions for the trust in the portfolio securities of the trust.

15

Offering Price or Acquisition Valuation of Securities of the Trust (If the underlying securities are shares of a registered investment company, the answers to the following item need not include duplication of information included in the registration statement of such company.) Note: If the trust is issuing more than one class or series of securities, and the methods of valuation for each are identical, Item 44 need be answered only as to one such class or series. 44. (a) Furnish the following information with respect to the method of valuation used by the trust for purpose of determining the offering price to the public of securities issued by the trust or the valuation of shares or interests in the underlying securities acquired by the older of a periodic payment plan certificate: (1) (2) (3) (4) (5) The source of quotations used to determine the value of portfolio securities. Whether opening, closing, bid, asked or any other price is used. Whether price is as of the day of sale or as of any other time. A brief description of the methods used by registrant for determining other assets and liabilities including accrual for expenses and taxes (including taxes on unrealized appreciation). Other items which registrant adds to the net asset value in computing offering price of its securities: Fees for Odd lot premiums (yes or no) (6) Brokerage commissions (yes or no) Administration (yes or no) Custodian or trustee (yes or no) Registrar or transfer agent (yes or no) Other charges (describe briefly)

Whether adjustments are made for fractions: (i) (ii) before adding distributor's compensation (load); and after adding distributor's compensation (load).

(b)

Furnish a specimen schedule showing the components of the offering price of the trust's securities as at the latest practicable date. Such schedule shall be in substantially the following form: (Note: If registrant is an issuer of periodic payment plan certificates, furnish, in lieu of such schedule an appropriate, comparable schedule showing the acquisition price of the holders' interests in the underlying securities.) l. 2. 3. 4. 5. 6. Value of portfolio securities Value of other assets Total (1 plus 2) Liabilities (include accrued expenses and taxes) Value of net assets (3 minus 4) Other charges (a) (b) (c) (d) (e) (f) odd lot premiums brokerage commissions fees for administration fees for custodian or trustee fees for registrar or transfer agent transfer taxes 16

(g) (h) (i) 7. 8. 9.

reserves others total, 6(a) through 6(h), inclusive

Adjusted value of net assets (5 plus 6(i)) Number of units outstanding Net asset value per unit (four decimals) (a) (b) excluding other charges (5 divided by 8) including other charges (7 divided by 8)

10. Adjustment of 9(b) for fractions 11. Adjusted net asset value per unit 12. Offering price (show four decimals) (If any sales load is charged, indicate amount, and apply percentage load to 11 or other applicable base, indicating base.) 13. Adjustment of 12 for fractions 14. Offering price 15. Accumulated undistributed income per unit (if not included in 3 and 9) 16. Adjusted price (14 plus 15) 17. Effective load per unit (a) (b) In dollars (16 - [9(a) + 15]) In percentage (17(a) of [9(a) + 15])

(If no sales load is charged on underlying security add accumulated undistributed income per unit to sub-item 11, to show adjusted offering price. If any sub-items are inapplicable, answer "none.") (c) If there is any variation in the offering price of the trust's securities to any person or class of persons other than underwriters, state the nature and amount of such variation and indicate the person or class of persons to whom such offering is made.

45. Furnish the following information with respect to any suspension of the redemption rights of the securities issued by the trust during the three fiscal years covered by the financial statements filed herewith: (a) (b) (c) (d) by whose action redemption rights were suspended. the number of days' notice given to security holders prior to suspension of redemption rights. reason for suspension. period during which suspension was in effect.

Redemption Valuation of Securities of the Trust (If the underlying securities are shares of a registered investment company, the answers to the following item need not include the duplication of information included in the registration statement of such company.) Note: If the trust is issuing more than one class or series of securities and the methods of valuation for each are identical, Item 46 need be answered only as to one such class or series. 17

46. (a)

Furnish the following information with respect to the method of determining the redemption or withdrawal valuation of securities issued by the trust: (1) (2) (3) (4) (5) The source of quotations used to determine the value of portfolio securities. Whether opening, closing, bid, asked or any other price is used. Whether price is as of the day of sale or as of any other time. A brief description of the methods used by registrant for determining other assets and liabilities including accrual for expenses and taxes (including taxes on unrealized appreciation). Other items which registrant deducts from the net asset value in computing redemption value of its securities: Fees for

Odd lot premiums (yes or no) (6) (b)

Brokerage commissions (yes or no)

Transfer taxes (yes or no)

Administration (yes or no)

Custodian or trustee (yes or no)

Registrar or transfer agent (yes or no)

Other charges (describe briefly)

Whether adjustments are made for fractions.

Furnish a specimen schedule showing the components of the redemption price to the holders of the trust's securities as at the latest practicable date. Such schedule shall be in substantially the following form: (Note: If registrant is an issuer of periodic payment plan certificates, furnish in lieu of such schedule, an appropriate comparable schedule, showing the liquidation or redemption price of the security holder's interest in the underlying securities.)

1. 2. 3. 4. 5. 6.

Value of portfolio securities Value of other assets Total (1 plus 2) Liabilities (include accrued expenses and taxes) Value of net assets (3 minus 4) Other charges (a) (b) (c) (d) (e) (f) (g) (h) (i) odd lot premiums brokerage commissions fees for administration fees for custodian or trustee fees for registrar or transfer agent transfer taxes reserves others total, 6(a) through 6(h), inclusive

7. 8.

Adjusted value of net assets (5 minus 6(i)) Number of units outstanding

18

9.

Net asset value per unit (four decimals) (a) (b) excluding other charges (5 divided by 8) including other charges (7 divided by 8)

10. Adjustment of 9(b) for fractions 11. Adjusted net asset value per unit 12. Redemption charge 13. Adjusted redemption price 14. Accumulated undistributed income per unit (if not included in 3 and 9) 15. Actual redemption price (13 plus 14) 16. Effective redemption fee per unit (a) (b) in dollars ((9(a) + 14) - 15) in percentage (16(a) of 9(a) + 14))

(If any sub-items are inapplicable, answer "none.") Purchase and Sale of Interests in Underlying Securities from and to Security Holders 47. Furnish a statement as to the procedure with respect to the maintenance of a position in the underlying securities or interests in the underlying securities, the extent and nature thereof and the person who maintains such a position. Include a description of the procedure with respect to the purchase of underlying securities or interests in the underlying securities from security holders who exercise redemption or withdrawal rights and the sale of such underlying securities and interests in the underlying securities to other security holders. State whether the method of valuation of such underlying securities or interests in underlying securities differs from that set forth in Items 44 and 46. If any item of expenditure included in the determination of the valuation is not or may not actually be incurred or expended, explain the nature of such item and who may benefit from the transaction.

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V INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN 48. Furnish the following information as to each trustee or custodian of the trust. (a) (b) (c) (d) Name and principal business address. Form of organization. State or other sovereign power under the laws of which the trustee or custodian was organized. Name of governmental supervising or examining authority.

49. State the basis for payment of fees or expenses of the trustee or custodian for services rendered with respect to the trust and its securities, and the aggregate amount thereof for the last fiscal year. Indicate the person paying such fees or expenses. If any fees or expenses are prepaid, state the unearned amount. 50. State whether the trustee or custodian or other person has or may create a lien on the assets of the trust, and if so, give full particulars, outlining the substance of the provisions of any indenture or agreement with respect thereto. VI INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES 51. Furnish the following information with respect to insurance of holders of securities: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) The name and address of the insurance company. The types of policies and whether individual or group policies. The types of risks insured and excluded. The coverage of the policies. The beneficiaries of such policies and the uses to which the proceeds of policies must be put. The terms and manner of cancellation and of reinstatement. The method of determining the amount of premiums to be paid by holders of securities. The amount of aggregate premiums paid to the insurance company during the last fiscal year. Whether any person other than the insurance company receives any part of such premiums, the name of each such person and the amounts involved, and the nature of the services rendered therefor. The substance of any other material provisions of any indenture or agreement of the trust relating to insurance. VII POLICY OF REGISTRANT 52. (a) Furnish the substance of the provisions of any indenture or agreement with respect to the conditions upon which and the methods of selection by which particular portfolio securities must or may be eliminated from assets of the trust or must or may be replaced by other portfolio securities. If an investment adviser or other person is to be employed in connection with such selection, elimination or substitution, state the name of such person, the nature of any affiliation to the depositor, trustee or custodian, and any principal underwriter, and the amount of remuneration to be received for such services. If any particular person is not designated in the indenture or agreement, describe briefly the method of selection of such person. Furnish the following information with respect to each transaction involving the elimination of any underlying security during the period covered by the financial statements filed herewith:

(b)

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(1) (2) (3) (4) (5) (6) (7) (c)

Title of security. Date of elimination. Reasons for elimination. The use of the proceeds from the sale of the eliminated security. Title of security substituted, if any. Whether depositor, principal underwriter, trustee or custodian or any affiliated person of the foregoing were involved in the transaction. Compensation or remuneration received by each such person directly or indirectly as a result of the transaction.

Describe the policy of the trust with respect to the substitution and elimination of the underlying securities of the trust with respect to: (1) (2) (3) the grounds for elimination and substitution; the type of securities which may be substituted for any underlying security; whether the acquisition of such substituted security or securities would constitute the concentration of investment in a particular industry or group of industries or would conform to a policy of concentration of investment in a particular industry or group of industries; whether such substituted securities may be the securities of another investment company; and the substance of the provisions of any indenture or agreement which authorize or restrict the policy of the registrant in this regard.

(4) (5)

(If this subject has been entirely covered in Item 52(b), state "not applicable.") (d) (e) Furnish a description of any policy (exclusive of policies covered by paragraphs (a) and (b) herein) of the trust which is deemed a matter of fundamental policy and which is elected to be treated as such. Provide a brief statement disclosing whether the trust and its principal underwriter have adopted codes of ethics under rule 17j-1 of the Act [17 CFR 270.17j-1] and whether these codes of ethics permit personnel subject to the codes to invest in securities, including securities that may be purchased or held by the trust. Also explain that these codes of ethics can be reviewed and copied at the Commission's Public Reference Room in Washington, D.C., that information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-942-8090, that these codes of ethics are available on the EDGAR Database on the Commission's Internet site at http://www.sec.gov, and that copies of these codes of ethics may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: [email protected], or by writing the Commission's Public Reference Section, Washington, D.C. 20549-0102. Instruction: A trust that is not required to adopt a code of ethics under Rule 17j-1 under the Act [17 CFR 270.17j1] is not required to respond to this item. Regulated Investment Company 53. (a) State the taxable status of the trust. (b) State whether the trust qualified for the last taxable year as a regulated investment company as defined in Section 851 of the Internal Revenue Code of 1954, and state its present intention with respect to such qualifications during the current taxable year.

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VIII FINANCIAL AND STATISTICAL INFORMATION 54. If the trust is not the issuer of periodic payment plan certificates furnish the following information with respect to each class or series of its securities: As at the end of each registrant's past 10 fiscal years Year Total number of shares Asset value per share Dividends paid per share (if other than cash, explain)

55. If the trust is the issuer of periodic payment plan certificates, a transcript of a hypothetical account shall be filed in approximately the following form on the basis of the certificate calling for the smallest amount of payments. The schedule shall cover a certificate of the type currently being sold assuming that such certificate had been sold at a date approximately ten years prior to the date of registration or at the approximate date of organization of the trust. Transcript of a Hypothetical Periodic Payment Plan Account8
COL. A COL. B Amount of Payment COL. C Deductions from Payments on Principal COL. D Balance of payments on principal available for investment in trust property Cumulative Liquidating value of certificate COL. E

Date of payment

Monthly for first year and annually thereafter

Cumulative

(1)

Underwriting commissions, loading fees and and other similar charges

Monthly for first year and Insurance Other annually premiums deductions9 thereafter

(2)

(3)

56. If the trust is the issuer of periodic payment plan certificates, furnish by years for the period covered by the financial statements filed herewith in respect of certificates sold during such period, the following information for each fully paid type and each installment payment type of periodic payment plan certificate currently being issued by the trust. Year _____ Distribution of Certificates 1. 2. 3. 4. Number Total denomination of all certificates distributed Total payments by all certificate holders Expense deductions (a) (b) (c) (d) 5.
8

Year _____ Annual Cumulative see note 11

Annual

Cumulative see note 10

Sales load Insurance premiums Other expenses Total expenses (a/b/c)

Amounted invested (3-4d)
(a) The transcript shall be carried to date of completion on the assumption there has been no lapse or cancellation, or if incomplete to the approximate date of the statement of condition filed herewith. (b) Income of the account which is to be reinvested shall be included in an appropriate manner. Specify any material items. End of year amounts for certificates outstanding to be shown in this column. See footnote 10.

9 10 11

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Termination of certificates12 6. 7. 8. 9. Number Total denomination of certificates terminated Total payments by such certificate holders Total payments or credits to such certificate holders: (a) (b) (c) Net asset proceeds (cash or value of portfolio securities) (See 19) Income distributions (excluding reinvestments) Total (a/b)

10. Total payments by such certificate holders OVER (/) or UNDER(-) payments to such certificate holders (8-9c) Certificates Outstanding 11. Number 12. Total denomination of certificates outstanding 13. Total payments by such certificate holders (3-8) 14. Total payments to an investment of such certificate holders: (a) (b) (c) Net investment market value (See 20) Income distributions (excluding reinvestments) Total (a/b) xxxxx xxxxx xxxxx xxxxx xxxxx xxxxx xxxxx xxxxx xxxxx xxxxx xxxxx xxxxx

15. Total payments by such certificate holders OVER or UNDER (-) net investment of an income distributions to certificate holders (13 -14c) Summary 16. Investors' combined gain (/) or loss and shrinkage (-) in value (10/15) 17. Distribution of Item 16: (a) (b) (c) Expense deductions Realized and unrealized appreciation (/) or depreciation (-) of assets Total (a/b)

xxxxx

xxxxx

xxxxx xxxxx

xxxxx xxxxx

18. Ratios: (a) (b) Percentage of payments by (8) to payments to (9c) holders of terminated certificates Percentage of payments by (13) to payments to and investment at market (14c) for holders of outstanding certificates xxxxx xxxxx

12

Partial liquidations may be prorated or, if less than 5% of total terminations for any year, on a termination basis, and offer difficulty of treatment, they may be omitted from the statement. In such case the denomination and amount paid should be shown by appropriate footnote. Conversions between series may be treated as distributions and terminations and explained as to amounts, etc. by footnotes.

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Memorandum Data 19. Amount (annual cumulative) of reinvested distributions 20. Amount (cumulative) of reinvested distributions xxxxx xxxxx

57. If the trust is the issuer of periodic payment plan certificates, furnish by years for the period covered by the financial statements filed herewith the following information for each installment payment type of periodic payment plan certificate currently being issued by the trust. (For purposes of this table the period of termination of a certificate should be based on the actual number of payments made irrespective of the time period during which the certificate was on the trust's books. Set forth in column A of each payment period termination of all certificates sold during the year indicated for which the experience of the trust for the period in question is complete. For example, certificates sold continually through any calendar year will have to have been in existence for at least 23 months in order to obtain a complete experience for certificates terminated during the first payment period of 1-12 payments. Set forth in column B of each payment period, terminations of all certificates sold during the year indicated for which the experience of the trust for the period in question is incomplete. For example, in the case of certificates sold, continually through any calendar year and in existence for not more than 23 months, the experience of the trust with respect to certificates terminated in the second payment period of 13 to 24 payments would be incomplete.) __________________________________________ Title of certificate As at ___________________________ (Date) Total Number of Certificates Terminated by Period Year Total number of Certificates Sold (1) 1-12 Payments A 20___ 20___ Etc. Total B (2) 13-24 Payments A B A Total 1Payments B A B

Etc.

58. If the trust is the issuer of periodic payment plan certificates furnish the following information for each installment payment type of periodic payment plan certificate outstanding as at the latest practicable date. __________________________________________________ Title of certificate As at ___________________________ (Date)

Certificates on which no payment was received for Total number of certificates outstanding Total number of certificates on which payment was received in latest month (1) Over 1 but less than 3 months (2) 3 to less than 6 months (3) 6 to less than 12 months (4) One year or over (5) Total (1) to (4) inclusive

59. Financial statements shall be filed in accordance with the instructions given below: 24

INSTRUCTIONS AS TO FINANCIAL MATTERS Financial Statements of the Trust (a) Financial Statements Required The following financial statements shall be filed for the trust: (1) (2) (b) A statement of condition as of the close of the last fiscal year, and Statements of income and other distributable funds for the three fiscal years preceding the date of the statement of conditions filed.

Form and Content of Financial Statements The form and content of financial statements of the trust including supplementary schedules shall be governed by Articles 2, 3, 6A, and 12 of Regulation S-X promulgated under the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940. Companies which have previously filed with the Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 registration statements or annual reports including financial statements covering any of the same periods as required herein, prepared pursuant to the Commission's regulations as to form and content in effect at the time of such previous filing, may file copies of such financial statements (which may be photocopies of the same size) in lieu of the statements required hereby.

Financial Statements of the Depositor13 (c) Financial Statements Required There shall be filed for each such person:14 (1) (2) (d) A balance sheet as of the end of its last fiscal year. A profit and loss statement and a statement of surplus for the fiscal year ending as of the date of the balance sheet filed.

Form and Content of Financial Statements The financial statements required by instruction (c) above shall be in the form prescribed by the applicable articles of Regulation S-X, provided, however, that: (l) With respect to each balance sheet filed for each such person, if any amount is carried as a receivable representing uncollected sales load on periodic payment plan certificates sold, there-shall be set up and shown separately reserves to provide for such amount. Reserves shall also be provided to cover any excess in the estimated cost of servicing outstanding periodic payment plan certificates over the anticipated income from loading charges on such certificates or administrative fees to be received from trust income or principal. With respect to each profit and loss statement filed for each such person, there shall be shown separately as to income and expense in connection with the creation and servicing of this trust and all other investment trusts or investment companies the amount of (A) Underwriting commissions, sales load and all other similar charges. (B) Fees and deductions for investment management and all other similar services. (C) Income from trading in the shares of such trusts or companies, other than income included under (A) and (B) above. (D) Income from trading or dealing in the trust property of such trusts or companies, other than income included under (A), (B) and (C) above. (E) Any costs of performing bookkeeping or other administrative services of a character normally performed by the trustee or custodian of a periodic payment plan.

(2)

13 14

See definition of "depositor" in general instructions. See footnote 13.

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Certification (e) All financial statements required to be filed shall be certified by an independent public accountant in accordance with Article 2 of Regulation S-X. IX EXHIBITS A. Furnish the most recent form of the following as amended to date and currently in effect: (1) (2) (3) The indenture or agreement under the terms of which the trust was organized or issued securities. The indenture or agreement pursuant to which the proceeds of payments of securities are held by the custodian or trustee, if such indenture or agreement is not the same as the indenture or agreement referred to in paragraph (1). Distributing contracts: (a) (b) (c) (4) (5) (6) (7) (8) (9) Agreements between the trust and principal underwriter or between the depositor and principal underwriter. Specimen of typical agreements between principal underwriter and dealers, managers, sales supervisors and salesmen. Schedules of sales commissions referred to in Item 39(c) [38(c)].

Any agreement between the depositor, principal underwriter and the custodian or trustee other than indentures or agreements set forth in paragraphs (1), (2) and (3) with respect to the trust or its securities. The form of each type of security. The certificate of incorporation or other instrument of organization and by-laws of the depositor. Any insurance policy under a contract between the trust and the insurance company or between the depositor and the insurance company, together with the table of insurance premiums. Any agreement between the trust or the depositor concerning the trust with the issuer, depositor, principal underwriter or investment adviser of any underlying investment company or any affiliated person of such persons. All other material contracts not entered into in the ordinary course of business of the trust or of the depositor concerning the trust or of the depositor concerning the trust.

(10) Form of application for a periodic payment plan certificate. (11) Copies of any codes of ethics adopted under rule 17j-1 under the Act [17 CFR 270.17j-1] and currently applicable to the trust (i.e., the codes of the trust and its principal underwriters). If there are no codes of ethics applicable to the trust, state the reason (e.g., the trust invests only in direct obligations of the United States Government). B. Furnish copies of each of the following: (1) (2) C. Each notice sent to security holders pursuant to Section 19 of the Act prior to the date of filing this form. Each annual report sent to security holders covering each fiscal year ending after January 1, 1937, exclusive of reports, copies of which have heretofore been filed with the Commission pursuant to the Act.

Furnish the name and address of each dealer to or through whom any principal underwriter currently offering securities of the trust, distributed securities of the trust during the last fiscal year covered by the financial statements filed herewith. (This exhibit shall be supplied separately as confidential information pursuant to Rule 45a-1.)

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SIGNATURE (See Instruction 2(h)) Pursuant to the requirements of the Investment Company Act of 1940 the _________________________________________ (depositor or trustee or custodian ) of the registrant has caused this registration statement to be duly signed on behalf of the registrant in the City of ___________________________________ and State of ______________________________________ on the __________________ day of _____________________________, 20____. [SEAL] Signature ________________________________________ (Name of registrant) BY ____________________________________________ (Name of depositor or trustee or custodian) BY ____________________________________________ (Name of officer of depositor or trustee or custodian) ______________________________________________ (Title) Attest: _____________________________________ (Name) ____________________________________ (Title)

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