SUBSCRIPTION AGREEMENT
January ___, 1996
LB Series Fund, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Gentleman:
The undersigned hereby subscribes for 50,000 shares of Opportunity Growth
Portfolio Capital Stock and 200,000 shares of World Growth Portfolio Capital
Stock (collectively the "Shares") of LB Series Fund, Inc., a Minnesota
corporation (the "Company"), at a cash price of $10 per share, for an
aggregate purchase price of $2,500,000.
In connection with the purchase of the Shares, the undersigned hereby
represents, warrants and agrees as follows:
1. The undersigned understands that the Shares have not been
registered under the Securities Act of 1933, as amended, or under any state
securities laws, in reliance on the exemptions from registration under all
such laws for transactions not involving any public offering, and that,
accordingly, the Shares may not be resold by the undersigned unless they are
registered under both the Securities Act of 1933 and any applicable state
securities laws or are sold in transactions which are exempt from
registration under all of such laws.
2. The undersigned understands that, even though the Shares constitute
"restricted securities" within the meaning of Rule 144 promulgated under the
Securities Act of 1933 (which Rule defines the circumstances under which the
exemption from registration contained in Section 4(1) of the Securities Act
of 1933 is available for the resale of restricted securities), you are not
now obligated, nor do you now or at any future date intend, unless
obligated, to make available to the public the information required by Rule
144, and that therefore Rule 144 may not be available to the undersigned for
the resale of the Shares.
3. The undersigned has had access to information about the Company,
the offering of the Shares, and the use of any proceeds therefrom.
4. The undersigned has such knowledge and experience in financial and
business matters that it is capable of utilizing the information furnished
to it by you and evaluating the risks involving in the purchase of the
Shares.
5. The undersigned has such income and such assets that it is able to
bear the economic risks of the purchase of the Shares.
6. The undersigned is familiar with the risks involved in the business
to be conducted by the Company.
7. The undersigned is acquiring the Shares for investment for its own
account and without any view to the distribution thereof and it has no
present intention of selling, redeeming or otherwise disposing of the Shares
or any portion thereof.
8. The undersigned therefore agrees not to sell, assign, transfer or
otherwise dispose of the Shares unless a registration statement relating
thereto has been duly filed and become effective under both the Securities
Act of 1933, and any applicable state securities laws, or unless in the
opinion of counsel satisfactory to you no such registration is required
under the circumstances.
Very truly yours,
LUTHERAN BROTHERHOOD
By ______________________________________
Its ______________________________________
The foregoing subscription is hereby accepted as of this
______ day of January, 1996
LB SERIES FUND, INC.
By ______________________________________
Its ______________________________________
