STOCK SUBSCRIPTION AGREEMENT
Agreement between AAL Variable Product Series Fund, Inc., a Maryland corporation
and open-end investment company (hereinafter the "FUND"), and Aid Association
for Lutherans, a Wisconsin corporation (hereinafter "AAL").
In consideration of the mutual promises set forth herein, and other good and
valuable consideration, the parties agree as follows:
1. The FUND agrees to sell to AAL, and AAL agrees to purchase, shares equal to
the following dollar amount for each portfolio:
AAL Variable Product International Stock Portfolio $10,000,000.00
AAL Variable Product High Yield Bond $20,000,000.00
2. The initial net asset value per share for each of the portfolios will be
$10.00.
3. AAL hereby represents that it is purchasing the shares solely for its
own account and solely for investment purposes without any present
intent of distributing or reselling said shares. AAL further represents
that disposition of said shares will only be by direct redemption to or
repurchase by the FUND.
4. AAL acknowledges that the shares will not have been registered under
any state or federal securities laws at the time of the transaction and
that, therefore, the Fund will be relying on certain exemptions therein
from such registration requirements, including exemptions dependent on
the intent of the undersigned in acquiring the shares.
5. AAL hereby agrees that the FUND shares purchased pursuant to this
Agreement will not be redeemed until the occurrence of either of the
following events: (1) the passage of one year from the date of AAL's
investment; or (2) such time as the total net assets for each portfolio
equal or exceed the amounts specified below:
AAL Variable Product International Stock Portfolio $30,000,000.00
AAL Variable Product High Yield Bond Portfolio $70,000,000.00
AAL further agrees to provide the applicable portfolio with at least 10
days' advance written notice of any intended redemption and agree that
it will work with the portfolio with respect to the amount of such
redemption so as not to place a burden on the portfolio and to
facilitate normal portfolio management of the portfolio.
In witness whereof, the parties hereto have executed this Agreement by their
duly authorized representatives this 11th day of December, 1997.
Stock Subscription, page 2
AAL VARIABLE PRODUCT SERIES FUND, INC. AID ASSOCIATION FOR LUTHERANS
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxx
--------------------------- ---------------------------
Xxxxxx X. Xxxxx Xxxx X. Xxxxxxx
President President and Chief Executive Officer
Attest: /s/ Xxxx X. Xxxxxxx Attest: /s/ Xxxxxxx X. Xxx
--------------------------- ---------------------------
Xxxx X. Xxxxxxx Xxxxxxx X. Xxx, Senior
Vice President, Secretary
General Counsel and Secretary
