FORM OF STOCK SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between Pilgrim Xxxxxx & Associates, Ltd. ("Pilgrim
Xxxxxx") and the 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. The 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 the PBHG
Insurance Fund, at any time on or before the effective date of the PBHG
Insurance Fund's Registration Statement filed by the 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:__________________________________
Xxxxxx X. Xxxxxx
Title: Chairman & Chief Executive
Officer
PBHG INSURANCE SERIES FUND, INC.
By:___________________________________
Xxxx Xxxxxxx
Title: President
