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EXHIBIT 1-A(8)
XXXXXX INVESTORS FUND
Subscription Agreement
1. Share Subscription. The undersigned, on behalf of its KILICO
Variable Separate Account, agrees to purchase from Xxxxxx Investors Fund (the
"Fund") the number of shares (the "Shares") of the Fund's Money Market
Portfolio, Total Return Portfolio, High Yield Portfolio, Equity Portfolio and
Investment Securities Portfolio, without par value, set forth at the end of this
Agreement on the terms and conditions set forth herein and in the Preliminary
Prospectus ("Preliminary Prospectus") described below, and hereby tenders the
amount of the price required to purchase these shares at a price of $1.00 per
share.
The undersigned understands that the Fund has prepared a registration
statement for filing with the Securities and Exchange Commission on Form N-1A,
which contains the Preliminary Prospectus which describes the Fund and the
Shares. By its signature hereto, the undersigned hereby acknowledges receipt of
a copy of the Preliminary Prospectus.
The undersigned recognizes that the Fund will be not fully operational
until such time as it commences the public offering of its shares. Accordingly,
a number of features of the Fund described in the Preliminary Prospectus,
including, without limitation, the declaration and payment of dividends, and
redemption of shares upon request of shareholders, are not, in fact, in
existence at the present time and will not be instituted until the Fund's
registration under the Securities Act of 1933 is made effective.
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2. Registration and Warranties. The undersigned hereby represents and
warrants as follows:
(a) It is aware that no Federal or state agency has made any findings
or determination as to the fairness for investment, nor any recommendation or
endorsement, of the Shares;
(b) It has such knowledge and experience of financial and
business matters as will enable it to utilize the information made available to
it in connection with the offering of the Shares, to evaluate the merits and
risks of the prospective investment and to make an informed investment decision;
(c) It recognizes that the Fund has only recently been organized and
has no financial or operating history and, further, that investment in the Fund
involves certain risks, and it has taken full cognizance of and understands all
of the risks related to the purchase of the Shares, and it acknowledges that is
has suitable financial resources and anticipated income to bear the economic
risk of such an investment;
(d) It is purchasing the Shares for its own account, for investment,
and not with any intention of redemption, distribution, or resale of the Shares,
either in whole or in part;
(e) It agrees that it will not sell or dispose of the shares or any
part thereof, except pursuant to redemption of the shares by the Fund.
(f) This Agreement and Preliminary Prospectus and such material
documents relating to the Fund as it has requested have been provided to it by
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the Fund and have been reviewed carefully by it; and
(g) It has also had the opportunity to ask questions of, and receive
answers from, representatives of the Fund concerning the Fund and the terms of
the offering.
3. The undersigned recognizes that the Fund reserves the unrestricted
right to reject or limit any subscription and to close the offer at any time.
4. It represents and warrants that it will acquire the shares solely for
its KILICO Variable Separate Account and solely for investment purposes and not
with a view to the resale or disposition of all or any part thereof, and that it
has no present plan or intention to sell or otherwise dispose of the shares or
any part thereof.
Number of shares: 100,000 each of the Money Market Portfolio, Total Return
Portfolio, High Yield Portfolio, Equity Portfolio and Investment Securities
Portfolio. Subscription price $1.00 per share for an aggregate price of
$500,000.00.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
_______ day of ___________, 1987.
XXXXXX INVESTORS LIFE INSURANCE COMPANY
By:____________________________________
Title:_________________________________
