STOCK SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between Pilgrim Xxxxxx &Associates, Ltd. ("Pilgrim
Xxxxxx") and PBHG Insurance Series Fund, Inc. ("PBHG Insurance Fund"), a
corporation organized and existing under and by virtue of the laws of the State
of Maryland.
In consideration of the mutual promises set forth herein, the parties agree
as follows:
1) PBHG Insurance Fund agrees to sell to Pilgrim Xxxxxx and Pilgrim
Xxxxxx hereby subscribes to purchase the specified number of shares of
common stock of the following six (6) series of the PBHG Insurance
Fund: 1,667 shares of the PBHG Growth II Portfolio; 1,667 shares of
the PBHG Large Cap Growth Portfolio; 1,667 shares of the PBHG Small
Cap Value Portfolio; 1,667 shares of the PBHG Large Cap Value
Portfolio; 1,666 shares of the PBHG Technology and Communications
Portfolio; and 1,666 of the PBHG Select 20 Portfolio (together, the
"Shares"), each with a par value of $.01 per Share, at a price of ten
dollars ($10.00) per each Share.
2) Pilgrim Xxxxxx agrees to pay $100,000 for all such Shares at the time
of their issuance, which shall occur upon call of the President of
PBHG Insurance Fund, at any time on or before the effective date of
PBHG Insurance Fund's Registration Statement filed by PBHG Insurance
Fund on Form N-1A with the Securities and Exchange Commission
("Registration Statement") on January 9, 1997.
3) Pilgrim Xxxxxx acknowledges that the Shares to be purchased hereunder
have not been, and will not be, registered under the federal
securities laws and that, therefore, the PBHG Insurance Fund is
relying on certain exemptions from such registration requirements,
including exemptions dependent on the intent of the undersigned in
acquiring the Shares. Pilgrim Xxxxxx also understands that any resale
of the Shares, or any part thereof, may be subject to restrictions
under the federal securities laws, and that Pilgrim Xxxxxx may be
required to bear the economic risk of any investment in the Shares for
an indefinite period of time.
4) Pilgrim Xxxxxx 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.
5) Pilgrim Xxxxxx agrees that it will not sell or dispose of the Shares
or any part thereof unless the Registration Statement with respect to
such Shares is then in effect under the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives this 6th day of March, 1997.
PILGRIM XXXXXX & ASSOCIATES, LTD.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman & Chief Executive Officer
PBHG INSURANCE SERIES FUND, INC.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
