FORM OF ORGANIZATIONAL EXPENSE REIMBURSEMENT AGREEMENT

                       PBHG  INSURANCE  SERIES  FUND,  INC.

                                    FORM OF
                            ORGANIZATIONAL EXPENSE
                            REIMBURSEMENT AGREEMENT


This  Agreement  is  made  this ___ day of __________ 1997, by and between the
PBHG Insurance Series Fund, Inc. (the "Fund"), on behalf of each series of the
Fund  set  forth  in  Schedule  A  (each  a "Portfolio," and collectively, the
"Portfolios"),  and  Pilgrim  Xxxxxx  &  Associates,  Ltd. ("Pilgrim Xxxxxx").

     WHEREAS,  the  Fund  is  registered as an open-end diversified management
investment  company  under the Investment Company Act of 1940, as amended; and

     WHEREAS,  there  have  been  certain  necessary  organizational  expenses
incurred  as  a  part  of  such  process,  which  are  proper  expenses of the
Portfolio, that have been and will in the future be paid by Pilgrim Xxxxxx and
affiliated  companies  of  Pilgrim  Xxxxxx,  by  reason  of the fact that each
Portfolio  was not capitalized when such expenses were incurred (such expenses
hereinafter  referred  to  as  "Organizational  Expenses");

     NOW  THEREFORE,  in  consideration  of  the promises and mutual covenants
herein  contained,  it  is  agreed  as  follows:

     1.    Effective  as  of  the  initial  public  offering of shares of each
Portfolio, the Fund shall be obligated to reimburse and pay to Pilgrim Xxxxxx,
or  such  affiliated  companies  of  Pilgrim  Xxxxxx  as  Pilgrim  Xxxxxx  may
designate,  the  amounts expended and to be expended by Pilgrim Xxxxxx and its
affiliates  for  Organizational  Expenses.

     2.    Such  reimbursements  shall  be  paid by the Fund promptly upon the
demand  of  Pilgrim  Xxxxxx.    Upon  demand for payment, Pilgrim Xxxxxx shall
present  copies  of  invoices  of receipts, copies of canceled checks or other
evidence  of  payment of the Organizational Expenses for which it is demanding
reimbursement  from  the  Fund.

                              PBHG  INSURANCE  SERIES  FUND,  INC.


                              By:  _______________________________
                              Title:  ______________________________


                              PILGRIM  XXXXXX  &  ASSOCIATES,  LTD.


                              By:  ________________________________
                              Title:  _______________________________

                                  SCHEDULE A


This  Agreement  relates  to  the  following  Portfolios  of  the  Fund:

                    PBHG  Growth  II  Portfolio
                    PBHG  Large  Cap  Growth  Portfolio
                    PBHG  Small  Cap  Value  Portfolio
                    PBHG  Large  Cap  Value  Portfolio
                    PBHG  Technology  &  Communications  Portfolio
                    PBHG  Select  20  Portfolio