1
EXHIBIT 12
SUBSCRIPTION AGREEMENT
2
CANADA LIFE OF AMERICA SERIES FUND, INC.
Subscription Agreement
1. SHARE SUBSCRIPTION. Canada Life Insurance Company of America
("CLICA"), on its own behalf and on behalf of Canada Life of America Variable
Annuity Account 1, a separate account of CLICA, hereby agrees to purchase from
Canada Life of America Series Fund, Inc. (the "Fund"), a series-type mutual
fund with four series (the "Series"), the following shares (par value one cent)
of each of the below-named Series at a per-share purchase price indicated below,
on the terms and conditions set forth herein and in the Prospectus described
below:
AMOUNT PRICE SHARES
SERIES PURCHASED SHARE PURCHASED
------ --------- ----- ---------
Money Market Series $2 million $10.00 200,000
Bond Series $2 million $10.00 200,000
Equity Series $2 million $10.00 200,000
Managed Series $4 million $10.00 400,000
CLICA hereby tenders $2 million per Series for the Money Market Series, the Bond
Series, and the Equity Series, and S4 million for the Managed Series as shown
above for an aggregate purchase price of $10 million.
CLICA understands that the Fund filed a Registration Statement (No.
33-28888) on Form N-1A, which contains the Prospectus describing the Fund and
the Shares, and that the Registration Statement was declared effective on _____,
1989. By its signature hereto, the undersigned hereby acknowledges receipt of a
copy of the Prospectus.
2. REPRESENTATIONS AND WARRANTIES. CLICA 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
recommendations 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
3
understands all of the risks related to the purchase of the Shares, and
it acknowledges that it has suitable financial resources and anticipated
income to bear the economic risk of such an investment;
(d) It is purchasing the Shares on behalf of Variable Annuity
Account 1 for its own account, for investment, in order to provide seed
money for the fund and not with any intention of distribution or resale
of the Shares, either in whole or in part;
(e) It will not sell the Shares purchased by it without
registration of the Shares under the Securities Act of 1933 or exemption
therefrom;
(f) It has been furnished with, and has carefully read, this
Agreement and the Prospectus and such material documents relating to the
Fund as it has requested and as have been provided to it by the Fund; and
(g) It has also had the opportunity to ask questions of, and
receive answers from, the Fund concerning the Fund and the terms of the
offering.
IN WITNESS WHEREOF, the undersigned have executed this instrument
on _________________, 1989.
CANADA LIFE INSURANCE COMPANY OF AMERICA
By:
-------------------------------------
-------------------------------------
CANADA LIFE OF AMERICA SERIES FUND, INC.
By:
-------------------------------------
-------------------------------------
