1
EXHIBIT 13
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Balanced Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
2
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
3
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Conservative Growth Lifestyle Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
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4
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
5
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Core Bond Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
6
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
7
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $1,250, 125 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Domestic Bond Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
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8
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
9
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Growth Lifestyle Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
10
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
11
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General High Yield Bond Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
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12
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
13
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $3,650, 365 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General International Growth Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or nay
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
14
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
15
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $3,600, 360 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General International Value Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
16
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
17
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $2,850, 285 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Large Cap Growth Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
18
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
19
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $2,900, 290 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Large Cap Value Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
20
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
21
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $4,050, 405 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Mid Cap Growth Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
22
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
23
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Mid Cap Index Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
24
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
25
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $3,950, 395 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Mid Cap Value Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
26
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
27
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Money Market Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
28
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
29
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Moderate Growth Lifestyle Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
30
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
31
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Municipal Bond Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
32
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
33
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Municipal Money Market Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
34
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
35
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General S&P 500 Index Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
36
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
37
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $3,900, 390 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Small Cap Growth Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
38
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
39
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Small Cap Index Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
40
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
41
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $3,850, 385 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Small Cap Value Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
42
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
43
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Socially Responsible Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
44
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
45
SUBSCRIPTION AGREEMENT
Agreement between The Variable Annuity Life Insurance Company
(hereinafter "VALIC"), a stock life insurance company existing under and by
virtue of the laws of the State of Texas and American General Series Portfolio
Company 2 (hereinafter the "Fund"), a business trust organized and existing
under and by virtue of the laws of the State of Delaware.
In consideration of the mutual promises set forth herein, the parties
agree as follows:
1. The Fund agrees to sell to VALIC and VALIC agrees to purchase for
the aggregate amount of $5,000, 500 shares of beneficial interest, $.01 Par
Value, of the Fund's series (hereinafter the "Shares") designated the American
General Strategic Bond Fund.
2. VALIC acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
VALIC also understands that any resale of the Shares, or any part thereof, may
be subject to restrictions under state and federal securities laws, and that
VALIC may be required to bear the economic risk of an investment in the Shares
for an indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Shares solely
for its own 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; and
4. VALIC agrees that it will not sell or dispose of the Shares or any
part thereof unless registration statements with respect to such Shares are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
5. The execution of this Agreement has been authorized by the Fund's
Trustees and by the sole shareholder. This Agreement is executed on behalf of
the Fund or the Trustees of the Fund as Trustees and not individually and that
the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund. A Certificate of Trust in respect of the Fund
is on file with the Secretary of the State of Delaware.
1
46
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 7th day of October, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 2
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: President
--------------------------- ---------------------------
2
