LB SERIES FUND, INC. - OPPORTUNITY GROWTH PORTFOLIO
SUBSCRIPTION AGREEMENT
Opportunity Growth Portfolio (the "Portfolio"), a series of LB Series Fund,
Inc., a corporation organized under the laws of the State of Minnesota (the
"Fund"), and Lutheran Brotherhood Variable Insurance Products Company, a
corporation organized under the laws of the State of Minnesota (the
"Purchaser"), hereby agree with each other as follows:
1. The Portfolio and the Fund hereby offer and the Purchaser hereby
purchases 100,000 shares of capital stock, $.01 par value per share, of the
Portfolio (the "Share") at a price of $10.00 per share. The Portfolio and the
Fund hereby acknowledge receipt from the Purchaser of payment in full for the
Share.
2. The Purchaser represents and warrants to the Portfolio and the Fund that
in connection with its purchase of the Share hereunder, it understands that:
(i) the Share has not been registered under the Securities Act of 1933, as
amended (the "1933 Act"); (ii) the sale of the Share to the Purchaser is made
in reliance on such sale being exempt under Section 4(2) of the 1933 Act as
not involving any public offering; and (iii) in part, the reliance of the Fund
on such exemption is predicated on the representation, which the Purchaser
hereby confirms, that the Purchaser is acquiring the Share for investment for
its own account as the sole beneficial owner thereof, and not with a view to
or in connection with any resale or distribution of the Share or of any
interest therein. The Purchaser hereby agrees that it will not sell, assign
or transfer the Share or any interest therein unless and until the Share has
been registered under the 1933 Act or the Fund has received an opinion of
counsel indicating that said sale, assignment or transfer will not violate the
provisions of the 1933 Act or any rules or regulations promulgated thereunder.
3. The names "LB Series Fund, Inc.," "Opportunity Growth Portfolio," and
"Directors of LB Series Fund, Inc." refer, respectively, to the Fund, the
Portfolio, and the Directors of the Fund as directors but not individually or
personally, acting from time to time under the Fund's Articles of
Incorporation as amended from time to time, which are hereby referred to and a
copy of which is on file at the principal office of the Fund. The obligations
of "LB Series Fund, Inc." and the "Opportunity Growth Portfolio" entered into
in the name or on behalf thereof by any of the Directors, representatives or
agents of the Fund or the Portfolio are made not individually, but in such
capacities, and are not binding upon any of the Directors, holders of shares
of capital stock of the Portfolio or representatives of the Directors
personally, but bind only the Fund assets, and all persons dealing with the
Portfolio or the Fund must look solely to the Fund property for the
enforcement of any claims against the Portfolio or the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
16th day of January, 1996.
LB SERIES FUND, INC., on behalf of its Opportunity Growth Portfolio series
By: /s/ Xxxx x. Xxxxxxxx
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President
LUTHERAN BROTHERHOOD VARIABLE INSURANCE PRODUCTS COMPANY
By: Xxxxxx X. Xxxxxxx
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President
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