LB SERIES FUND, INC.
INVESTMENT ADVISORY AGREEMENT
This Agreement made this ___ day of ____________, 2001 by and between
LB SERIES FUND, INC., a Minnesota corporation (the "Fund"), and LUTHERAN
BROTHERHOOD, a Minnesota fraternal benefit society (the "Adviser").
WITNESSETH:
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, the Fund has established the following portfolios as separate
investment portfolios, each having a separate class of shares of capital
stock:
* FTI Small Cap Growth Portfolio
* MFS Mid Cap Growth Portfolio
* FI All Cap Portfolio
* MFS Investors Growth Portfolio
* TRP Growth Stock Portfolio
* Value Portfolio
* Limited Maturity Bond Portfolio
(the "Initial Portfolios", and together all other series or portfolios
subsequently established by the Fund with respect to which the adviser
renders investment advisory services pursuant to the terms of this
Agreement, being collectively referred as the "Portfolios" and individually
as a "Portfolio"); and
WHEREAS, the Adviser is willing to provide business management services
to the Fund with respect to the Portfolios 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 the Adviser. The Adviser shall provide the Fund
with such investment advice and supervision with respect to the Portfolio as
the Fund may from time to time consider necessary for the proper supervision
of the Portfolio's assets. The Adviser shall act as adviser to the Fund
with respect to the Portfolio and as such shall furnish continuously an
investment program and shall determine from time to time what securities
shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held uninvested, subject always to the restrictions of
the Fund's Articles of Incorporation and Bylaws, as amended from time to
time, to the provisions of the 1940 Act and to the Fund's then current
Prospectus with respect to the Portfolio. The Adviser shall also make
recommendations as to the manner in which voting rights, rights to consent
to corporate action and any other rights pertaining to the portfolio
securities held by the Portfolio shall be exercised. Should the Directors
of the Fund at any time, however, make any definite determination as to
investment policy and notify the Adviser thereof in writing, the Adviser
shall be bound by such determination for the period, if any, specified in
such notice or until similarly notified that such determination has been
revoked. The Adviser shall take, on behalf of the Fund with respect to the
Portfolio, all actions which it deems necessary to implement the investment
policies determined as provided above, and in particular to place all orders
for the purchase, sale or exchange of portfolio securities for the Fund's
account with brokers, dealers or bankers selected by it, and to that end the
Adviser is authorized as the agent of the Fund with respect to the Portfolio
to give instructions to the custodian of the Portfolio (the "Custodian") or
to any sub-custodian of the Portfolio as to deliveries of securities and
payments of cash for the account of the Fund with respect to the Portfolio.
In connection with the selection of such brokers, dealers or bankers and the
placing of such orders, the Adviser is directed at all times to obtain for
the Portfolio the most favorable prices at reasonably competitive commission
rates. In fulfilling this requirement the Adviser shall not be deemed to
have acted unlawfully or to have breached any duty, created by this
Agreement or otherwise, solely by reason of its having caused the Portfolio
to pay a broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction, if the Adviser or any
sub-adviser employed by the Adviser determined in good faith that such
amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the Adviser's overall
responsibilities with respect to the Portfolio and to other clients of the
Adviser as to which the Adviser exercises investment discretion.
In the event that the Fund establishes one or more series of shares
other than the Original Portfolios with respect to which it desires to
retain the Adviser to render management and investment advisory services
hereunder, it shall so notify the Adviser in writing (the "Notice"),
indicating the advisory fee to be payable with respect to the additional
series of shares. If the Adviser is willing to render such services on the
terms provided for herein, it shall execute and deliver the Notice to the
Fund, whereupon such series of shares shall become a Portfolio hereunder and
said Notice shall be attached to this agreement and when so attached shall
be a part hereof.
ARTICLE 2: Allocation of Charges and Expenses. The Adviser shall
furnish at its own expense investment advisory and portfolio administrative
and management services necessary for servicing the investments of the
Portfolio, and investment advisory facilities and executive and supervisory
personnel for managing the investments and effecting the portfolio
transactions of the Fund with respect to the Portfolio. The Adviser shall
arrange, if desired by the Fund, for officers and employees of the Adviser
to serve as Directors, Officers or agents of the Fund if duly elected or
appointed to such positions and subject to their individual consent and to
any limitations imposed by law. It is understood that the Fund will with
respect to the Portfolio pay, or provide for the payment of, all of its own
expenses including, without limitation, compensation of Directors not
affiliated with the Adviser, Lutheran Brotherhood or Lutheran Brotherhood
Variable Insurance Products Company, governmental fees, interest charges,
taxes, membership dues in the Investment Company Institute allocable to the
Fund with respect to the Portfolio, fees and expenses of independent
auditors, of legal counsel and of any transfer agent, registrar and dividend
disbursing agent of the Fund with respect to the Portfolio, 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 with respect to the Portfolio,
including safekeeping of funds and securities and keeping of books and
calculating the net asset value of shares of the Portfolio, expenses of
shareholders' meetings, and expenses relating to the issuance, registration
and qualification of shares of the Portfolio.
The Adviser may enter into a sub-investment advisory agreement or
agreements with one or more subadvisers providing that such subadviser shall
furnish certain advisory and other services to the Fund and the Adviser with
respect to the Portfolio and also providing that on the terms and conditions
of such sub-investment advisory agreement such subadviser may determine from
time to time what securities shall be purchased, sold or exchanged by the
Fund and what portion of the assets of the Portfolio shall be held
uninvested. The Adviser will establish the overall investment strategy for
a subadvised Portfolio and will evaluate, select, and recommend any such
subadviser, subject to the approval of the Board of Directors of the Fund.
The Adviser will allocate assets to such subadviser, monitor the
performance, security holdings, and investment strategies of the subadviser
and, when appropriate, research any potential new subadviser for the
subadvised Portfolio. The Adviser has ultimate responsibility to oversee
the any such subadvisers and recommend their hiring, termination and
replacement.
ARTICLE 3: Compensation of the Adviser. For the services to be
rendered hereunder, the Fund shall pay to the Adviser and the Adviser agrees
to accept as full compensation for all services rendered hereunder, an
annual investment advisory fee equal to a percentage of the average daily
net assets of the applicable Portfolio as set forth on the following Annexes
hereto.
* FTI Small Cap Growth Portfolio - Annex A
* MFS Mid Cap Growth Portfolio - Annex B
* Fidelity All Cap Portfolio - Annex C
* MFS Investors Growth Portfolio - Annex D
* TRP Growth Stock Portfolio - Annex E
* Value Portfolio - Annex F
* Limited Maturity Bond Portfolio - Annex G
If the Adviser shall serve for less than the whole of any period specified
in this ARTICLE 3, the compensation to the Adviser shall be prorated.
ARTICLE 4: Covenants of the Adviser. The Adviser agrees that it will
not deal with itself, or with the Directors of the Fund or the Fund's
principal underwriter, if any, as principal, broker or dealer in making
purchases or sales of securities or other property for the account of the
Fund except as permitted by the 1940 Act and the rules, regulations or
orders thereunder, will not take a long or short position in the shares of
the Portfolio, and will comply with all other provisions of the Fund's
Articles of Incorporation and Bylaws as then in effect and current
Prospectus of the Fund relative to the Adviser, its directors, officers,
employees and affiliates.
ARTICLE 5: Limitation of Liability of the Adviser. The Adviser shall
not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in carrying out its
duties under this Agreement and management of the Portfolio, except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder. As used in this ARTICLE 5, the term "Adviser" shall include
directors, officers and employees of the Adviser as well as the Adviser
itself.
ARTICLE 6: Activities of the Adviser. The services of the Adviser to
the Fund with respect to the Portfolio are not to be deemed to be exclusive,
the Adviser and its affiliates being free to render services to others. It
is understood that Directors, Officers, employees of the Fund and
shareholders of any of the investment portfolios of the Fund may be or
become interested in the Adviser as shareholders, directors, officers,
employees or otherwise, and that directors, officers, employees and
shareholders of the Adviser may be or become similarly interested in the
Fund, and that the Adviser may be or become interested in the Fund as a
shareholder of any of its investment portfolios or otherwise.
ARTICLE 7: 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, and shall remain
in force until December 31, 2001, on which date it will terminate unless its
continuance after such date is specifically approved at least annually (i)
by the vote of a majority of the Directors of the Fund who are not
interested persons of the Fund or of the Adviser at a meeting specifically
called for the purpose of voting on such approval, and (ii) by the Directors
of the Fund, or by vote of a majority of the outstanding voting securities
of the Portfolio. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be construed in
a manner consistent with the 1940 Act and the rules and regulations
thereunder.
This Agreement may be terminated at any time without the payment of any
penalty by the Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio, or by the Adviser, in each
case on not more than sixty (60) days written notice to the other party.
This Agreement shall automatically terminate in the event of its assignment.
No amendment to this Agreement shall become effective with respect to a
Portfolio unless approved by (i) the Adviser, (ii) vote of a majority of the
outstanding voting securities of that Portfolio and (iii) vote of the
Directors, including a majority of the Directors who are not parties to this
Agreement of "interested persons" of any such party, cast in person at a
meeting called for the purpose of voting on such approval; provided,
however, that approval by vote of a majority of the outstanding voting
securities of a Portfolio shall not be required with respect to any
amendment that reduces the investment advisory fees payable by a Portfolio
under this Agreement.
The terms "vote of a majority of the outstanding voting securities",
"assignment", "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified in the 1940 Act and
the rules and regulations thereunder, subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission under the 1940
Act.
ARTICLE 8: 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 ---------------------------
Its President
LUTHERAN BROTHERHOOD
By ---------------------------
Its President
ANNEX A
FTI Small Cap Growth Portfolio
$0-$500 million 1.00%
More than $500 million .90%
ANNEX B
MFS Mid Cap Growth Portfolio
$0-$500 million .90%
More than $500 million .80%
ANNEX C
Fidelity All Cap Portfolio
$0-$500 million .95%
More than $500 million .90%
ANNEX D
MFS Investors Growth Portfolio
$0-$500 million .80%
More than $500 million .70%
ANNEX E
TRP Growth Stock Portfolio
$0-$500 million .80%
More than $500 million .70%
ANNEX F
Value Portfolio
.60%
ANNEX G
Limited Maturity Bond Portfolio
.40%
