EXHIBIT (h)
REIMBURSEMENT AGREEMENT
THIS AGREEMENT made this 31st day of January, 1994, by and between LB
Series Fund, Inc., a Minnesota corporation (the "Fund"), Lutheran
Brotherhood, a Minnesota fraternal benefit society ("LB"), and Lutheran
Brotherhood Variable Insurance Products Company, a Minnesota corporation
("LBVIP").
WITNESSETH:
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WHEREAS, the Fund is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (the "1940
Act"); and
WHEREAS, LBVIP has established and maintains LBVIP Variable Insurance
Account, LBVIP Variable Insurance Account II, and LBVIP Variable Annuity
Account I (the LBVIP "Variable Accounts"), as separate accounts pursuant to
the laws of Minnesota for the purpose of selling variable life and variable
annuity contracts to commence after the effectiveness of Registration
Statements relating thereto filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "1933
Act"); and
WHEREAS, LB has established and maintains LB Variable Insurance
Account I and LB Variable Annuity Account I (the LB "Variable Accounts"), as
separate accounts pursuant to the laws of Minnesota for the purpose of
selling variable life and variable annuity to commence after the
effectiveness of Registration Statements relating thereto filed with the
Securities and Exchange Commission pursuant to the 1933 Act; and
WHEREAS, the Variable Accounts are and will be registered as unit
investment trusts under the 1940 Act upon the effectiveness of the
Registration Statements under the 1940 Act; and
WHEREAS, each Subaccount of the Variable Accounts will invest in the
shares of a corresponding portfolio of the Fund; and
WHEREAS, pursuant to an Investment Advisory Agreement dated January 31,
1994, between the Fund and LB, also operating as a registered investment
adviser (the "Adviser"), the Fund agrees to pay or provide for the payment
of all of its own expenses; and
WHEREAS, LBVIP and LB are willing to pay or to reimburse the Fund for
the payment of all expenses except the advisory fee associated with
operating the Fund on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
ARTICLE 1: DUTIES OF LBVIP AND LB. LBVIP and LB shall pay or
provide for payment of all of the expenses of the Fund except the
advisory fee, including, without limitation, compensation of Directors
not affiliated with the Adviser, Lutheran Brotherhood or governmental
fees, interest charges, taxes, membership dues in the Investment
Company Institute allocable to the Fund, fees and expenses of
independent auditors, of legal counsel and of any transfer agent,
registrar and dividend disbursing agent of the Fund, expenses of
preparing, printing and mailing prospectuses, shareholders' reports,
notices, proxy statements and reports to governmental officers and
commissions, expenses connected with the execution, recording and
settlement of portfolio security transactions, insurance premiums, fees
and expenses of the Custodian for all services to the Fund, including
safekeeping of funds and securities and keeping of books and
calculating the net asset value of shares of the Fund, expenses of
shareholders' meetings, and expenses relating to the issuance,
registration and qualification of shares of the Fund. LBVIP and LB
agree to pay or to provide for such payment in such a manner so that
the net asset value of the Fund will not be reduced as a result of the
payment of any expenses.
ARTICLE 2: COVENANTS OF THE FUND. The Fund may, in the future,
sell shares to other separate accounts supporting variable insurance
products (including variable annuity products) issued by LBVIP, LB or
an affiliated company. If the Fund does sell such shares to other
separate accounts, LBVIP and LB shall have the right to seek
reimbursement from sources other than the Fund for Fund expenses
incurred on behalf of such other separate accounts. The Fund agrees
not to sell to other separate accounts unless arrangements have been
made between and among the Fund, LBVIP, LB and the sponsors of such
other separate accounts for an equitable allocation of Fund expenses
payable by LBVIP and LB under this Agreement.
ARTICLE 3: ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.
LBVIP and LB reserve the right, subject to applicable law, to make
additions to, deletions from, or substitutions for the shares that are
held in the Variable Accounts or that the Variable Accounts may
purchase. If the shares of a Portfolio of the Fund are no longer
available for investment or if in the judgment of LB and LBVIP further
investment in any Portfolio should become inappropriate in view of the
purposes of the Variable Accounts, LBVIP and LB may redeem the shares,
if any, of that Portfolio and substitute shares of another registered
open-end investment company. LBVIP and LB will not substitute any
shares attributable to LBVIP and LB variable contact interests in a
Subaccount of the Variable Accounts without notice and prior approval
of the SEC and state insurance authorities, to the extent required by
the 1940 Act or other applicable law.
LBVIP and LB also reserve the right to establish additional
Subaccounts of the Variable Accounts, each of which would invest in
shares corresponding to a new Portfolio of the Fund or in shares of
another investment company having a specified investment objective.
Subject to applicable law and any required SEC approval, LBVIP and LB
may, in their sole discretion, establish new Subaccounts or eliminate
one or more Subaccounts if marketing needs, tax considerations or
investment conditions warrant.
ARTICLE 4: DURATION, TERMINATION AND AMENDMENTS OF THIS
AGREEMENT. This Agreement shall become effective on the date of its
execution and shall govern the relations between the parties hereto
thereafter. This Agreement may be amended only by a written agreement
signed by the parties hereto.
ARTICLE 5: MISCELLANEOUS. This Agreement shall be construed in
accordance with the laws of the State of Minnesota, contains the entire
understanding among the parties with respect to the matters covered
hereby, and may be executed in several counterparts, each of which
shall be deemed to be an original and one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the
undersigned, thereunto duly authorized, all as of the day and year first
above written.
LB SERIES FUND, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, President
LUTHERAN BROTHERHOOD
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
LUTHERAN BROTHERHOOD VARIABLE
INSURANCE PRODUCTS COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
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