EXHIBIT 13(c)
SUBSCRIPTION AGREEMENT
This Subscription Agreement (the "Agreement"), dated February 7, 1997,
by and between USAA Life Insurance Company ("USAA LIFE"), a stock life insurance
company existing under and by virtue of the laws of the State of Texas, and USAA
Life Investment Trust ("Trust"), a business trust organized and existing under
and by virtue of the laws of the State of Delaware (collectively, the
"Parties").
In consideration of the mutual promises set forth herein, the Parties
hereto agree as follows:
1. The Trust agrees to sell to USAA LIFE, and USAA LIFE agrees to
purchase, for the aggregate amount of $55,000,000.00, shares of beneficial
interest of two new series (collectively, the "New Funds") of the Trust
(hereinafter the "Shares") at a price of ten dollars ($10.00) per Share for each
New Fund, in the following amounts:
3,500,000 Shares of USAA Life Variable Annuity Aggressive Growth
Fund 2,000,000 Shares of USAA Life Variable Annuity International Fund
In the event USAA Life, in its sole discretion, decides to purchase
Shares of either New Fund in increments rather than at one time, the price of
such Shares shall be the then current net asset value per Share of each Fund,
beginning with the initial net asset value per Share of each Fund, as designated
above.
2. The Parties agree to consummate such sale and purchase (a) following
the effectiveness of the relevant amendment(s) to the Trust's Form N-1A
registration statement filed with the Securities and Exchange Commission under
the Securities Act of 1933 ("1933 Act"), and (b) prior to the commencement of
the Trust's offering of any Shares to the Separate Account of USAA Life
Insurance Company to fund benefits under variable annuity contracts issued by
USAA Life. In the event USAA Life decides to purchase Shares of either New Fund
in increments, only the first incremental purchase for each New Fund needs to
meet the latter condition.
3. USAA LIFE acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Trust is relying
on certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Shares.
USAA LIFE 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
USAA LIFE may be required to bear the economic risk of an investment in the
Shares for an indefinite period of time.
4. USAA LIFE 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.
5. USAA LIFE 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 1933 Act and under any applicable state securities laws
or unless the undersigned shall have delivered to the
Trust an opinion of counsel acceptable to the Trust, in form and substance
acceptable to the Trust, that no such registration is necessary.
6. USAA LIFE further agrees to withdraw any request to redeem any of
the Shares to the extent the Trust informs the undersigned that the effect of
such redemption could have a material adverse effect on the New Funds.
7. The Parties acknowledge, with respect to the foregoing, that USAA
Life will bear the organizational expenses of the New Funds.
In WITNESS THEREOF, the Parties hereto have executed this Agreement by
their duly authorized representatives as of the date first set forth above.
USAA LIFE INSURANCE COMPANY USAA LIFE INVESTMENT TRUST
BY: /s/ XXXXX X. XXXXXX BY: /s/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX XXXXX X. XXXXXX
CEO, President CEO, President
Attest: /s/ X. X. XXXXXXXX, XX. Attest: /s/ X. X. XXXXXXXX, XX.
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X. X. XXXXXXXX, XX. X. X. XXXXXXXX, XX.
Assistant Secretary Assistant Secretary
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