FIRST TRUST VARIABLE INSURANCE TRUST
SUBSCRIPTION AGREEMENT
This Subscription Agreement (the "Agreement") made this 12th day of
April, 2012 by and between First Trust Variable Insurance Trust, a
Massachusetts business trust (the "Trust"), on behalf of its series,
First Trust/Dow Xxxxx Dividend & Income Allocation Portfolio (the
"Fund"), and First Trust Portfolios L.P., an Illinois limited partnership
(the "Subscriber").
RECITALS:
1. The Trust has been formed for the purposes of carrying on
business as an open-end management investment company;
2. The Fund is a series of the Trust; and
2. The Subscriber wishes to subscribe for and purchase, and the
Trust wishes to sell to the Subscriber, 10,000 shares of the Fund at $10
per share.
NOW, THEREFORE, IT IS AGREED:
l. The Subscriber subscribes for and agrees to purchase from the
Trust 10,000 shares of the Fund at $10 per share. Subscriber agrees to
make payment for these shares of the Fund at such time as demand for
payment may be made by an officer of the Trust.
2. The Trust, on behalf of the Fund, agrees to issue and sell said
shares to Subscriber promptly upon its receipt of the purchase price.
3. To induce the Trust, on behalf of the Fund, to accept its
subscription and issue the shares subscribed for, the Subscriber
represents that it is informed as follows:
(a) That the shares being subscribed for have not been and
will not be registered under the Securities Act of l933
("Securities Act");
(b) That the shares will be sold by the Fund in reliance on
an exemption from the registration requirements of the Securities
Act;
(c) That the Trust's reliance upon an exemption from the
registration requirements of the Securities Act is predicated in
part on the representations and agreements contained in this
Agreement;
(d) That when issued, the shares will be "restricted
securities" as defined in paragraph (a)(3) of Rule l44 of the
General Rules and Regulations under the Securities Act ("Rule l44")
and cannot be sold or transferred by Subscriber unless they are
subsequently registered under the Securities Act or unless an
exemption from such registration is available; and
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to the
Subscriber for resale of the shares. In the future, certain
exemptions may possibly become available, including an exemption
for limited sales including an exemption for limited sales in
accordance with the conditions of Rule l44.
The Subscriber understands that a primary purpose of the
information acknowledged in subparagraphs (a) through (e) above is to put
it on notice as to restrictions on the transferability of the shares.
4. To further induce the Trust, on behalf of the Fund, to accept
its subscription and issue the shares subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed for
are being and will be acquired for investment for its own account
and not on behalf of any other person or persons and not with a
view to, or for sale in connection with, any public distribution
thereof; and
(b) Agrees that any certificates representing the shares
subscribed for may bear a legend substantially in the following
form:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities
Act of l933 or any other federal or state securities law.
These shares may not be offered for sale, sold or otherwise
transferred unless registered under said securities laws or
unless some exemption from registration is available.
5. This Agreement and all of its provisions shall be binding upon
the legal representatives, heirs, successors and assigns of the parties
hereto.
6. The Trust's Declaration of Trust is on file with the Secretary
of the Commonwealth of Massachusetts. This Agreement is executed on
behalf of the Fund by the Trust's officers as officers and not
individually and the obligations imposed upon the Trust by this Agreement
are not binding upon any of the Trust's Trustees, officers or
shareholders individually but are binding only upon the assets and
property of the Fund, a series of the Trust.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.
SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, this Subscription Agreement has been executed
by the parties hereto as of the day and date first above written.
FIRST TRUST VARIABLE INSURANCE TRUST, ON BEHALF OF
ITS SERIES, FIRST TRUST/DOW XXXXX DIVIDEND & INCOME
ALLOCATION PORTFOLIO
By /s/ Xxxx X. Xxxxxxx
_______________________________________
Name: Xxxx X. Xxxxxxx
Title: President
FIRST TRUST PORTFOLIOS L.P.
By /s/ Xxxx Xxxxxxxxxx
_________________________________________
Name: Xxxx Xxxxxxxxxx
Title: President
