EXHIBIT 13(a)
SUBSCRIPTION AGREEMENT
February __, 1986
LBVIP Series Fund, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Gentlemen:
The undersigned hereby subscribes for 2,000,000 shares of Money Market
Portfolio Capital Stock, 50,000 shares of Income Portfolio Capital Stock and
50,000 shares of Growth Portfolio Capital Stock (collectively the "Shares")
of LBVIP Series Fund, Inc., a Minnesota corporation (the "Company"), at a
cash price of $1 per share (with respect to the Income Portfolio and Growth
Portfolio shares), for an aggregate purchase price of $3,000,000.
In connection with the purchase of the Shares, the undersigned hereby
represents, warrants and agrees as follows:
1. The undersigned understands that the Shares have not been registered
under the Securities Act of 1933, as amended, or under any state securities
laws, in reliance on the exemptions from registration under all such laws for
transactions not involving any public offering, and that, accordingly, the
Shares may not be resold by the undersigned unless they are registered under
both the Securities Act of 1933 and any applicable state securities laws or
are sold in transactions which are exempt from registration under all of such
laws.
2. The undersigned understands that, even though the Shares constitute
"restricted securities" within the meaning of Rule 144 promulgated under the
Securities Act of 1933 (which Rule defines the circumstances under which the
exemption from registration contained in 4(1) of the Securities Act of 1933
is available for the resale of restricted securities), you are not now
obligated, nor do you now or at any future date intend, unless obligated, to
make available to the public the information required by Rule 144, and that
therefore Rule 144 may not be available to the undersigned for the resale of
the Shares.
3. The undersigned has had access to information about the Company, the
offering of the Shares, and the use of any proceeds therefrom.
4. The undersigned has such knowledge and experience in financial and
business matters that it is capable of utilizing the information furnished to
it by you and evaluating the risks involving in the purchase of the Shares.
5. The undersigned has such income and such assets that it is able to
bear the economic risks of the purchase of the Shares.
6. The undersigned is familiar with the risks involved in the business
to be conducted by the Company.
7. The undersigned is acquiring the Shares for investment for its own
account and without any view to the distribution thereof and it has no
present intention of selling, redeeming or otherwise disposing of the Shares
or any portion thereof.
8. The undersigned therefore agrees not to sell, assign, transfer or
otherwise dispose of the Shares unless a registration statement relating
thereto has been duly filed and become effective under both the Securities
Act of 1933, and any applicable state securities laws, or unless in the
opinion of counsel satisfactory to you no such registration is required under
the circumstances.
Very truly yours,
LUTHERAN BROTHERHOOD VARIABLE
INSURANCE PRODUCTS COMPANY
By_______________________________________
Its__________________________________
The foregoing subscription is
hereby accepted as of this
____ day of February, 1986.
LBVIP SERIES FUND, INC.
By_______________________
Its__________________
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