EXHIBIT 18(a)
REIMBURSEMENT AGREEMENT
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THIS AGREEMENT made this _____ day of ______________, 1986, by
and between LBVIP Series Fund, Inc., a Minnesota corporation (the "Fund"),
and Lutheran Brotherhood Variable Insurance Products Company, a Minnesota
corporation ("LBVIP").
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, LBVIP has established and maintains the LBVIP Variable
Insurance Account, a separate account (the "Variable Account"), pursuant to
the laws of Minnesota for the purpose of selling flexible premium variable
life insurance contracts ("Contracts") to commence after the effectiveness
of the Registration Statement relating thereto filed with the Securities and
Exchange Commission on Form S-6 pursuant to the Securities Act of 1933, as
amended (the "1933 Act"); and
WHEREAS, the Variable Account will be registered as a unit
investment trust under the 1940 Act upon the effectiveness of the pending
Form N-8B-2 Registration Statement under the 1940 Act, and of the
Notification of Registration, Form N-8A; and
WHEREAS, each Subaccount of the LBVIP Variable Account will
invest in the shares of a corresponding portfolio of the Fund; and
WHEREAS, pursuant to an Investment Advisory Agreement
dated ____________________, between the Fund and Lutheran Brotherhood
Research Corp., a registered investment adviser (the "Adviser"), the Fund
agreed to pay, or provide for the payment of, all of its own expenses; and
WHEREAS, LBVIP is willing to pay, or to reimburse the Fund for
the payment of, all expenses except the advisory fee associated with
operating the Fund 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 LBVIP. LBVIP shall pay or provide for payment of all
of the expenses of the Fund except the advisory fee, including, without
limitation, compensation of Directors not affiliated with the Adviser,
Lutheran Brotherhood or governmental fees, interest charges, taxes,
membership dues in the Investment Company Institute allocable to the Fund,
fees and expenses of independent auditors, of legal counsel and of any
transfer agent, registrar and dividend disbursing agent of the Fund,
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, including safekeeping of funds
and securities and keeping of books and calculating the net asset value of
shares of the Fund, expenses of shareholders' meetings, and expenses
relating to the issuance, registration and qualification of shares of the
Fund. LBVIP agrees to pay or to provide for such payment in such a manner
so that the net asset value of the Fund will not be reduced as a result of
the payment of any expenses.
ARTICLE 2: COVENANTS OF THE FUND. The Fund may, in the future, sell
shares to other separate accounts supporting variable insurance products
(including variable annuity products) issued by LBVIP or an affiliated
company. If the Fund does sell such shares to other separate accounts,
LBVIP shall have the right to seek reimbursement from sources other than the
Fund for Fund expenses incurred on behalf of such other separate accounts.
The Fund agrees not to sell to other separate accounts unless arrangements
have been made between and among the Fund, LBVIP and the sponsors of such
other separate accounts for an equitable allocation of Fund expenses payable
by LBVIP under this Agreement.
ARTICLE 3: ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS. LBVIP
reserves the right, subject to applicable law, to make additions to,
deletions from, or substitutions for the shares that are held in the
Variable Account or that the Variable Account may purchase. If the shares
of a Portfolio of the Fund are no longer available for investment or if in
LBVIP's judgment further investment in any Portfolio should become
inappropriate in view of the purposes of the Variable Account, LBVIP may
redeem the shares, if any, of that Portfolio and substitute shares of
another registered open-end management company. LBVIP will not substitute
any shares attributable to LBVIP insurance Contract interests in a
Subaccount of the Variable Account without notice and prior approval of the
SEC and state insurance authorities, to the extent required by the 1940 Act
or other applicable law.
LBVIP also reserves the right to establish additional Subaccounts of the
Variable Account, each of which would invest in shares corresponding to a
new Portfolio of the Fund or in shares of another investment company having
a specified investment objective. Subject to applicable law and any
required SEC approval, LBVIP may, in its sole discretion, establish new
Subaccounts or eliminate one or more Subaccounts if marketing needs, tax
considerations or investment conditions warrant.
ARTICLE 4: 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. This Agreement
may be amended only by a written agreement signed by the parties hereto.
ARTICLE 5: 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.
LBVIP SERIES FUND, INC.
By
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Its
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LUTHERAN BROTHERHOOD VARIABLE
INSURANCE PRODUCTS COMPANY
By
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Its
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