EXHIBIT 12(A)
SUBSCRIPTION AGREEMENT
This Subscription Agreement (the "Agreement") between USAA Life Insurance
Company (hereinafter "USAA LIFE"), a stock life insurance company existing under
and by virtue of the laws of the State of Texas, on behalf of the Separate
Account of USAA LIFE Insurance Company ("Separate Account"), and USAA Life
Investment Trust (hereinafter the "Trust"), 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 Trust agrees to sell to USAA LIFE, for the Separate Account, and USAA
LIFE agrees to purchase, on behalf of the Separate Account, for the aggregate
amount of $81,000,000.00, shares of beneficial interest of the five existing
series ("Funds") of the Trust (hereinafter the "Shares") at a price of ten
dollars ($10.00) per Share for each Fund, except the Money Market Fund, for
which the price is one dollar ($1.00) per Share, in the following amounts:
2,100,000 Shares of USAA Life Variable Annuity Money Market Fund
2,000,000 Shares of USAA Life Variable Annuity Income Fund
2,000,000 Shares of USAA Life Variable Annuity Growth and Income Fund
1,890,000 Shares of USAA Life Variable Annuity World Growth Fund
2,000,000 Shares of USAA Life Variable Annuity Diversified Assets Fund
Such sale and purchase will be consummated following the effectiveness of the
Trust's Form N-1A registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933 and prior to the commencement of the
Trust's offering of its Shares to the Separate Account.
2. 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.
3. 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.
4. 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 Securities Act of 1933 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.
5. 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 Funds.
6. The parties acknowledge, with respect to the foregoing, that USAA Life
will bear the organizational expenses of the Trust.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by their
duly authorized representatives this 16th day of December, 1994.
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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