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 3 (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 $3,650,000, 365,000 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 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
----------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
-------------------------- --------------------------
2
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 3 (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 $2,850,000, 285,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
----------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
-------------------------- --------------------------
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 3 (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 $4,050,000, 405,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
----------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
-------------------------- --------------------------
4
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 3 (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 $3,900,000, 390,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
----------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
-------------------------- --------------------------
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 3 (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 $3,600,000, 360,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
----------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
-------------------------- --------------------------
6
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 3 (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 $2,900,000, 290,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
---------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
------------------------ -------------------------
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 3 (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 $3,950,000, 395,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
-------------------------- ----------------------------
Title: Chairman and CEO Title: Chairman and President
----------------------- -------------------------
8
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 3 (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 $3,850,000, 385,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
---------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
------------------------ -------------------------
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 3 (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 $5,000,000, 500,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------ --------------------------
Title: Chairman and CEO Title: Chairman and President
--------------------- -----------------------
10
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 3 (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 $5,000,000, 500,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
-------------------------- ------------------------------
Title: Chairman and CEO Title: Chairman and President
----------------------- ---------------------------
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 3 (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 $5,000,000, 500,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
-------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
----------------------- --------------------------
12
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 3 (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 $5,000,000, 500,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
------------------------------ ------------------------------
Title: Chairman and CEO Title: Chairman and President
--------------------------- ---------------------------
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 3 (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 $1,250,000, 125,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
----------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
-------------------------- --------------------------
14
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 3 (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 $5,000,000, 500,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
----------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
-------------------------- --------------------------
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 3 (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 $5,000,000, 500,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
----------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
-------------------------- --------------------------
16
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 3 (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 $5,000,000, 500,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
----------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
-------------------------- --------------------------
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 3 (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 $5,000,000, 500,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
----------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
-------------------------- --------------------------
18
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 3 (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 $5,000,000, 500,000 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.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 1st day of September, 1998.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company 3
By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXX X. XXXX
----------------------------- -----------------------------
Title: Chairman and CEO Title: Chairman and President
-------------------------- --------------------------
