RULES AND REGULATIONS OF THE LIFE MORTGAGE AND REAL ESTATE OFFICERS COUNCIL

This organization shall be known as the "Life Mortgage and Real Estate Officers Council".

The general purpose of the organization shall be to hold meetings for the consideration of investment problems of interest to life insurance companies; for the interchange of information regarding investment policies, practices, and experience; for the investments of life insurance companies; and for any other activities of a similar nature suggested by the membership.

Any officer of any life insurance company whose duties, in whole or in part, have to do with investment of the member life insurance company mortgage and/ or rea1 estate funds, shall be eligible to membership.

The organization shall hold a Dutch Treat Meeting at the MBA Convention in October and an annual meeting in the Spring.

The officers of the organization shall consist of a Chairman, Vice Chairman, and Secretary-Treasurer, to be elected at the annual meeting of the organization by the membership. The duties of such officers shall be those usually pertaining to their respective offices. In the event the Vice Chairman or Secretary/Treasurer shall become unable to serve, the Chairman shall appoint a successor to serve until the next annual meeting. In the event the Chairman shall become unable to serve, the Vice Chairman shall be the successor to serve until the next annual meeting.

In the election of officers and on all other questions coming before the body, each company having members of the Council shall be entitled to one vote, and such vote shall be cast by the highest officer of such company present at such meeting. Meeting membership per company shall be limited to two persons.

The Council nay adopt rules and regulations for its own government not inconsistent with these Rules and Regulations for the performance of any function required by or appropriate to the purpose of this Council, to prepare and carry out programs at its regular meetings, and to do any and all other things relating to the study and discussion of investment problems of life insurance companies determined upon by the Council.

All expenses for the maintenance of the Council shall be borne by each company on a pro-rate basis in relation to the number of officers in attendance.

There will be no press releases or public statements by the organization or by individuals representing the organization. The Chairman will act as spokesman on inquiries, however, on statements representing the Council, the statements must represent a consensus opinion of the Council as approved by the Board of Directors.