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EXHIBIT 13.(B)
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
(hereinafter the "Fund"), a corporation organized and existing under and by
virtue of the laws of the State of Maryland.
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 $10,000,000, 1,000,000 shares of Common Stock, $.01 Par
Value, of the Fund's series (hereinafter the "Stock") designated the Growth &
Income Portfolio.
2. VALIC acknowledges that the Stock has 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 Stock.
VALIC also understands that any resale of the Stock, 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 Stock for an
indefinite period of time.
3. VALIC represents and warrants that it is acquiring the Stock 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 Stock or any part
thereof; and
4. VALIC agrees that it will not sell or dispose of the Stock or any
part thereof unless registration statements with respect to such Stock 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 11th day of January, 1994.
The Variable Annuity American General Series
Life Insurance Company Portfolio Company
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXXXXX X. XXXXXXX
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Title: President and CEO Title: Chairman and President
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