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CIK 0000870398 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
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1. Name and address of issuer:
SBM Certificate Company
515 W. Market Street
Louisville, Kentucky 40202
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2. The name of each series or class of securities for which this Form is
filed (if the Form is being filed for all series and classes of
securities of the issuer, check the box but do not list series of
classes): Series 503 Certificates
[ X ]
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3. Investment Company Act File Number: 811-6268
Securities Act File Number: 33-38066
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4(a). Last day of fiscal year for which this Form is filed: 12/31/97
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4(b). [ ] Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the issuer's fiscal year). (See
Instruction A.2)
Note: If the Form is being filed late, interest must be paid on the
registration fee due.
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4(c). [ ] Check box if this is the last time the issuer will be filing
this Form.
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5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year pursuant to section 24(f): $ 306,998
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(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $ 7,728,210
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(iii) Aggregate price of securities redeemed or
repurchased during any PRIOR fiscal year ending
no earlier than October 11, 1995 that were not
previously used to reduce registration fees
payable to the Commission: $ 0
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(iv) Total available redemption credits [add
Items 5(ii) and 5(iii)]: -$ 7,728,210
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(v) Net sales - if Item 5(i) is greater than
Item 5(iv) [subtract Item 5(iv) from
Item 5(i)]: $ (7,421,212)
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(vi) Redemption credits available for use in future years
$(7,421,212)-- if Item 5(i) is less than Item 5(iv) [subtract
Item 5(iv) from Item 5(i)]:
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(vii) Multiplier for determining registration fee (See
Instruction C.9): x 1/3300
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(viii) Registration fee due [multiply Item 5(v) by Item
5(vii)] (enter "0" if no fee is due): =$ 0
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6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before October 11, 1997, then
report the amount of securities (number of shares or other units)
deducted here: ______. If there is a number of shares or other units
that were registered pursuant to rule 24e-2 remaining unsold at the end
of the fiscal year for which this form is filed that are available for
use by the issuer in future fiscal years, then state that number here:
_______.
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7. Interest due -- if this Form is being filed more than 90 days after the
end of the issuer's fiscal year (see Instruction D):
+$
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8. Total of the amount of the registration fee due plus any interest due
[line 5 (viii) plus line 7]:
=$ 0
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9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
[ ] Wire Transfer
[ ] Mail or other means
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Kevin L. Howard
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Secretary, SBM Certificate Company
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Date March 27, 1998
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*Please print the name and title of the signing officer below the signature.
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[SBM Certificate Company Letterhead]
March 27, 1998
SBM Certificate Company
515 W. Market Street
Louisville, Kentucky 40202
Dear Sir or Madam:
This opinion is furnished in connection with the filing by SBM Certificate
Company (the "Company") of a Notice (the "Notice") pursuant to Rule 24f-2 (the
"Rule") under the Investment Company Act of 1940 relating to the registration by
the Company under the Securities Act of 1933 (the "1933 Act") of an indefinite
number of units of interest (the "Units") of face-amount certificates (the
"Certificates"). In reliance upon the Rule, Units with an aggregate sale price
of $306,998 were sold in 1997 (the "1997 Units").
I have examined all such corporate records of SBM Certificate Company and such
other documents and such laws as I consider appropriate as a basis for the
opinion hereinafter expressed. On the basis of such examination, it is my
opinion that the Certificates under which the 1997 Units were issued, the
registration of which the Notice makes definite in number, are validly issued
and binding obligations of the Company in accordance with their terms and are
nonassessable.
Sincerely,
/s/ Kevin L. Howard
Kevin L. Howard
Secretary
