Exhibit (1)
SUBSCRIPTION AGREEMENT
This Subscription Agreement ("Agreement") is made between Great-West Life &
Annuity Insurance Company, a Colorado insurance company (hereinafter
"GREAT-WEST"), and Brazos Insurance Funds, a Delaware business trust
(hereinafter the "TRUST") (collectively, the "Parties").
RECITALS
WHEREAS, GREAT-WEST is a Colorado life insurance company duly licensed to
issue life insurance contracts in certain states and other jurisdictions; and
WHEREAS, GREAT-WEST has established and maintains the COLI VUL-2 Series
Account (the "ACCOUNT") as a segregated investment account pursuant to the laws
of Colorado for the purpose of funding certain variable life contracts,
interests under which are, to the extent required, registered with the
Securities and Exchange Commission ("SEC" or the "Commission") pursuant to the
Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the ACCOUNT, to the extent required, is registered as a unit
investment trust under the Investment Company act of 1940 (the "1940 Act"); and
WHEREAS, the ACCOUNT is a segregated asset account within the meaning of
Section 817(h) of the Internal Revenue Code of 1986, as amended, and regulations
thereunder; and
WHEREAS, the TRUST is or will be registered with the Commission as an
open-end management investment company under the 1940 Act; and
WHEREAS, the TRUST's shares of beneficial interest ("Shares") are presently
divided into several series of shares, including the Brazos Small Cap Growth
Portfolio (the "Portfolio"); and
WHEREAS, the Shares of the Portfolio will be registered with the SEC under
the 1933 Act; and
WHEREAS, the Shares of the Portfolio will, in the future, be offered to
separate accounts ("Separate Accounts") of other participating life insurance
companies (collectively, "Participating Insurance Companies") to fund benefits
under certain variable annuity contracts and/or variable life insurance policies
(collectively, "Contracts"); and
WHEREAS, the TRUST will obtain a Mixed and Shared Funding Order from the
Securities and Exchange Commission prior to offering Shares of the Portfolios to
Separate Accounts of other Participating Insurance Companies to fund benefits
under Contracts; and
WHEREAS, GREAT-WEST desires, in the future, to utilize the Portfolio as an
underlying investment medium to fund benefits under Contracts issued through the
ACCOUNT; and
WHEREAS, GREAT-WEST desires to provide investment capital to the Portfolio
under the terms and conditions specified herein;
NOW THEREFORE, in consideration of the mutual promises set forth herein,
the Parties agree as follows:
1. The TRUST agrees to sell to GREAT-WEST, and GREAT-WEST agrees to
purchase, 10,000 shares of the Portfolio at a price of $10.00 per
Share for the aggregate amount of $100,000.00 (referred to hereinafter
as the "Investment").
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GREAT-WEST represents and warrants that the amount of the Investment
comports with various state insurance laws.
Such sale and purchase will be consummated prior to the effectiveness
of the pre-effective amendment to the TRUST's Form N-1A registration
statement filed with the SEC under the 1933 Act that describes the
Portfolio, and prior to the commencement of the TRUST's offering of
the Shares of the Portfolio to a Separate Account of any Participating
Insurance Company in connection with any Contract.
2. GREAT-WEST acknowledges that the Shares attributable to its Investment
(hereinafter, "Investment 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
GREAT-WEST in acquiring those Shares. GREAT-WEST also understands that
any resale of the Investment Shares, or any part thereof, may be
subject to restrictions under state and federal securities laws, and
that GREAT-WEST may be required to bear the economic risk of an
investment in the Investment Shares for an indefinite period of time.
3. GREAT-WEST represents and warrants that it is acquiring the Investment
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 Investment Shares or any part thereof.
4. GREAT-WEST agrees not to withdraw its Investment prior to five (5)
years from the date the Investment is first provided by GREAT-WEST.
5. GREAT-WEST further agrees that it will not sell or dispose of the
Investment Shares or any part thereof unless a registration statement
with respect to such Shares is 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. In addition, GREAT-WEST agrees that it will
not sell the Investment Shares to the general public.
6. GREAT-WEST further agrees to withdraw any request to redeem any of the
Investment Shares to the extent the TRUST informs GREAT-WEST that the
effect of such redemption could have a material adverse effect (based
on factors such as, among other things, unamortized Portfolio
organizational costs) on the Portfolio, including Contract owners.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by their
duly authorized representatives this 22nd day of August, 2000.
GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY
By: /s/ Ron Laeyendecker Attest: /s/ Beverly Byrne
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RON LAEYENDECKER BEVERLY BYRNE
BRAZOS INSURANCE FUNDS
By: /s/ Dan L. Hockenbrough Attest: /s/ Amanda Hook
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DAN L. HOCKENBROUGH AMANDA HOOK
