Exhibit 24(b)(13)(h)
LB SERIES FUND, INC. - MID CAP GROWTH PORTFOLIO
SUBSCRIPTION AGREEMENT
The Mid Cap Growth Portfolio (the "Portfolio"), a series of LB Series Fund,
Inc., a corporation organized under the laws of the State of Minnesota (the
"Fund"), and Lutheran Brotherhood, a fraternal benefit society organized
under the laws of the State of Minnesota (the "Purchaser"), hereby agree
with each other as follows:
1. The Portfolio and the Fund hereby offer and the Purchaser hereby
purchases 1 share of capital stock, $.01 par value per share, of the
Portfolio (the "Share") at a price of $10.00 per share. The Portfolio and
the Fund hereby acknowledge receipt from the Purchaser of payment in full
for the Share.
2. The Purchaser represents and warrants to the Portfolio and the Fund
that in connection with its purchase of the Share hereunder, it understands
that: (i) the Share has not been registered under the Securities Act of
1933, as amended (the "1933 Act"); (ii) the sale of the Share to the
Purchaser is made in reliance on such sale being exempt under Section 4(2)
of the 1933 Act as not involving any public offering; and (iii) in part, the
reliance of the Fund on such exemption is predicated on the representation,
which the Purchaser hereby confirms, that the Purchaser is acquiring the
Share for investment for its own account as the sole beneficial owner
thereof, and not with a view to or in connection with any resale or
distribution of the Share or of any interest therein. The Purchaser hereby
agrees that it will not sell, assign or transfer the Share or any interest
therein unless and until the Share has been registered under the 1933 Act or
the Fund has received an opinion of counsel indicating that said sale,
assignment or transfer will not violate the provisions of the 1933 Act or
any rules or regulations promulgated thereunder.
3. The names "LB Series Fund, Inc.," "Mid Cap Growth Portfolio," and
"Directors of LB Series Fund, Inc." refer, respectively, to the Fund, the
Portfolio, and the Directors of the Fund as directors but not individually
or personally, acting from time to time under the Fund's Articles of
Incorporation as amended from time to time, which are hereby referred to and
a copy of which is on file at the principal office of the Fund. The
obligations of "LB Series Fund, Inc." and the "Mid Cap Growth Portfolio"
entered into in the name or on behalf thereof by any of the Directors,
representatives or agents of the Fund or the Portfolio are made not
individually, but in such capacities, and are not binding upon any of the
Directors, holders of shares of capital stock of the Portfolio or
representatives of the Directors personally, but bind only the Fund assets,
and all persons dealing with the Portfolio or the Fund must look solely to
the Fund property for the enforcement of any claims against the Portfolio or
the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the _______ day of ______________ , 1998.
LB SERIES FUND, INC., on behalf LUTHERAN BROTHERHOOD
of its Mid Cap Growth Portfolio Series
By: ___________________________ By: _______________________
President President
