SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
============================================================================
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
LB SERIES FUND, INC.
(Name of Registrant as Specified In Its Charter)
LB SERIES FUND, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
============================================================================
<PAGE>
LB Series Fund, Inc.
625 Fourth Avenue South
Minneapolis, MN 55415
September 22, 2000
Dear Contract Owner:
Please find enclosed a notice of a special meeting of shareholders of
the World Growth Portfolio (the "Portfolio") of LB Series Fund, Inc., which
is scheduled for November 14, 2000, together with a proxy statement
discussing the matters to be voted on at the meeting and a voting
instruction form. Please take the time to read the proxy statement and cast
your vote.
The meeting is being held to consider the approval of a new investment
subadvisory contract with T. Rowe Price International, Inc. ("T. Rowe Price
International"), the successor corporation to RowePrice-Fleming
International, Inc. ("Price-Fleming"). Price-Fleming was the investment
subadviser of the Portfolio since its inception. Price-Fleming was 50% owned
by Robert Fleming Holdings Limited and 50% owned by T. Rowe Price
Associates, Inc. ("T. Rowe Price"). On August 8, 2000, T. Rowe Price became
the sole owner of Price-Fleming. At the same time, T. Rowe Price changed the
name of Price-Fleming to T. Rowe Price International. The change of
ownership requires shareholder approval of a new investment subadvisory
agreement with T. Rowe Price International.
The Board of Directors has unanimously recommended that contract owners
of the Portfolio vote for the proposed subadvisory agreement with T. Rowe
Price International. Should you have any questions, please feel free to call
us at (800) 990-6290. We will be happy to answer any questions you may have.
I URGE EACH CONTRACT OWNER TO VOTE PROMPTLY.
Sincerely,
ROLF F. BJELLAND
Chairman and President
<PAGE>
WORLD GROWTH PORTFOLIO
Of
LB SERIES FUND, INC.
625 Fourth Avenue South
Minneapolis, Minnesota 55415
____________________
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
To Be Held on November 14, 2000
____________________
A Special Meeting of Shareholders (the "Special Meeting") of the World
Growth Portfolio, a series of LB Series Fund, Inc. (the "Fund"), will be
held at the Lutheran Brotherhood Building, 625 Fourth Avenue South,
Minneapolis, Minnesota on November 14, 2000, at 8:30 a.m. local time for the
following purposes:
1. To approve a new investment subadvisory agreement between the Fund,
Lutheran Brotherhood and T. Rowe Price International, Inc. ("T.
Rowe Price International") with respect to the Portfolio; and
2. To consider and act upon any matter incidental to the foregoing and
to transact such other business as may properly come before the
Special Meeting and all adjournments.
The Board of Directors of the Fund has fixed the close of business on
September 15, 2000 as the record date for the determination of shareholders
entitled to notice of, and to vote at, the Special Meeting and all
adjournments.
By Order of the Board of Directors
Rolf F. Bjelland, Chairman and President
Minneapolis, Minnesota
September 22, 2000
YOUR VOTE IS IMPORTANT
You can help the Portfolio avoid the necessity and expense of sending
follow-up letters by promptly returning the enclosed voting instructions. If
you are unable to be present in person, please mark, date, sign and return
the enclosed voting instructions. The enclosed envelope requires no postage
if mailed in the United States. You also may vote by telephone (1-800-597-
7836) or the internet (https://vote.proxy-direct.com) by entering the
control number on the enclosed voting instruction card.
<PAGE>
WORLD GROWTH PORTFOLIO
Of
LB SERIES FUND, INC.
625 Fourth Avenue South
Minneapolis, Minnesota 55415
____________________
PROXY STATEMENT
____________________
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of the LB Series Fund, Inc. (the
"Fund") to be used at a Special Meeting of Shareholders (the "Special
Meeting") of the World Growth Portfolio (the "Portfolio") to be held at the
Lutheran Brotherhood Building, 625 Fourth Avenue South, Minneapolis,
Minnesota 55415, on November 14, 2000 at 8:30 a.m. local time and at any
adjournments of the Special Meeting.
1. To approve a new investment subadvisory agreement between the LB
Series Fund, Inc. (the "Fund"), Lutheran Brotherhood and T. Rowe
Price International, Inc. ("T. Rowe Price International") with
respect to the Portfolio ("Proposal 1"); and
2. To transact such other business as may properly come before the
Special Meeting and any adjournments thereof.
QUORUM AND VOTING
Who is entitled to vote?
Shares of the Portfolio are currently sold only to separate accounts
(the "Accounts") of Lutheran Brotherhood and Lutheran Brotherhood Variable
Insurance Products Company ("LBVIP") to fund benefits under variable life
insurance and variable annuity contracts issued by Lutheran Brotherhood and
LBVIP (the "Contracts"). Lutheran Brotherhood is the investment adviser to
the Portfolio and in that capacity also provides certain administrative
services to the Portfolio. Lutheran Brotherhood and LBVIP, as the owners of
the assets in the Accounts, will vote all of the shares of the Portfolio in
accordance with the properly executed voting instructions of Contract
owners. Any such shares of the Portfolio attributable to a Contract for
which no timely voting instructions are received, and any shares of the
Portfolio held by Lutheran Brotherhood, LBVIP or any of their affiliates for
their own account, will be voted by Lutheran Brotherhood or LBVIP in
proportion to the voting instructions that are received with respect to all
Contracts participating in the Portfolio. If the voting instruction form is
returned but no instructions are given, the shares of the Portfolio to which
the form relates will be voted FOR Proposal 1. This Proxy Statement and the
accompanying Notice of Special Meeting of Shareholders and voting
instruction form are first being mailed on or about September 22, 2000 to
contract owners as of the record date.
The Contract owners permitted to give voting instructions to Lutheran
Brotherhood and LBVIP and the number of shares for which instructions may be
given will be determined as of September 15, 2000, the record date for the
Special Meeting. As of that date, an aggregate of 39,413,008.472 shares of
capital stock, $.01 par value, of the Portfolio were issued and outstanding.
Each shareholder is entitled to the same number of votes as the number of
full and fractional shares held by such shareholder. Each share is entitled
to one vote.
You may vote by mail, telephone or the internet. To vote by mail, date
and sign the enclosed voting instruction card and return it in the enclosed
postage-paid envelope. To vote by telephone, call 1-800-597-7836. To vote
by internet, visit https://vote.proxy-direct.com. For either telephone or
internet voting, you will need the control number that appears on your
voting instruction card.
Any Contract owner giving voting instructions may revoke them at any
time prior to their use. A Contract owner may change voting instructions by
(1) giving written notice of revocation to an officer of the Fund, (2)
returning to an officer of the Fund a properly executed later dated voting
instruction form, (3) voting later by telephone or internet, or (4)
attending the Special Meeting, requesting return of any previously delivered
voting instructions and voting in person. Attendance and voting at the
Special Meeting will not in and of itself constitute a revocation of voting
instructions. Signed voting instructions received by the Board of Directors
in time for voting and not so revoked will be voted in accordance with the
instructions noted thereon. Unless instructions to the contrary are marked
on the voting instruction form, the voting instructions will be voted FOR
all the proposals. The voting instruction form grants discretion to the
persons named thereon, as proxies, to take such further action as they may
determine appropriate in connection with any other matter which may properly
come before the Special Meeting or any adjournments. The Board of Directors
does not currently know of any matter to be considered at the Special
Meeting other than the matters set forth in the Notice of Special Meeting of
Shareholders.
What is the requirement for a quorum?
For purposes of considering Proposal 1, a majority of the number of
shares of the Portfolio entitled to vote constitutes a quorum.
What is the voting requirement to pass Proposal 1?
Approval of Proposal 1 requires the affirmative vote of the holders of
a "majority of the outstanding voting securities" of the Portfolio entitled
to vote on the proposal, as such term is defined in the Investment Company
Act of 1940, as amended ("1940 Act"). For that purpose, a vote of the
holders of a "majority of the outstanding voting securities" of the
Portfolio means the lesser of (1) the vote of 67% or more of the shares of
the Portfolio present at the Special Meeting if the holders of more than 50%
of the outstanding Portfolio shares are present or represented by proxy, or
(2) the vote of the holders of more than 50% of the outstanding shares of
the Portfolio.
How is this proxy statement being solicited?
The Board of Directors expects to make this solicitation primarily by
mail. However, in addition to the solicitation of voting instructions by
mail, the officers of the Fund and members of the Board of Directors and
persons affiliated with Lutheran Brotherhood, the Fund's investment adviser,
may, without remuneration, solicit voting instructions personally or by
telephone, telegram or other electronic means. The Fund may also retain a
proxy solicitation firm to assist in any special, personal solicitation of
voting instructions. The costs of solicitation and expenses incurred in
connection with preparing this Proxy Statement, including any cost of
retaining a proxy solicitation firm, will be borne by T. Rowe Price
International.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO
The financial statements of the Portfolio for the year ended December
31, 1999 are included in the Fund's annual report for the year ended
December 31, 1999, which has been previously sent to Contract owners. The
financial statements for the Portfolio for the six months ended June 30,
2000 are included in the Fund's semi-annual report for the six months ended
June 30, 2000, which has been previously sent to Contract owners. THE FUND
WILL FURNISH UPON REQUEST AND WITHOUT CHARGE TO ANY CONTRACT OWNER A COPY OF
SUCH REPORTS. A CONTRACT OWNER MAY OBTAIN A COPY OF SUCH REPORTS BY WRITING
TO LB SERIES FUND, INC., 625 FOURTH AVENUE SOUTH, MINNEAPOLIS, MINNESOTA
55415 OR BY CALLING TOLL FREE (800) 990-6290.
As of September 5, 2000, the following persons or entities were the
beneficial and/or record owners of 5% or more of the shares of the
Portfolio:
Number % of
Shareholder of Shares Outstanding
Lutheran Brotherhood Variable
Insurance Products Company -
LBVIP Variable Annuity Account I
625 Fourth Avenue South
Minneapolis, MN 55415 15,298,591.005 39.02%
Lutheran Brotherhood Variable
Insurance Products Company -
LBVIP Variable Insurance Account
625 Fourth Avenue South
Minneapolis, MN 55415 961,876.46 2.45%
Lutheran Brotherhood - LB
Variable Annuity Account I
625 Fourth Avenue South
Minneapolis, MN 55415 21,776,569.905 55.54%
Lutheran Brotherhood - LB
Variable Insurance Account I
625 Fourth Avenue South
Minneapolis, MN 55415 1,174,234.724 2.99%
PROPOSAL NO. 1 - APPROVAL OF NEW INVESTMENT SUBADVISORY AGREEMENT BETWEEN
THE FUND, LUTHERAN BROTHERHOOD, AND T. ROWE PRICE INTERNATIONAL.
Why are Contract owners being asked to give voting instructions for a new
investment subadvisory agreement?
Contract owners are being asked to give voting instructions to approve
a new investment subadvisory agreement between the Fund, Lutheran
Brotherhood, and T. Rowe Price International (the "Proposed Agreement").
The form of the Proposed Agreement is attached as Exhibit A to this Proxy
Statement. Lutheran Brotherhood, 625 Fourth Avenue South, Minneapolis,
Minnesota 55415, serves as investment adviser to the Portfolio. RowePrice-
Fleming International, Inc. ("Price-Fleming") served as the investment
subadviser of the Portfolio from its inception until August 8, 2000. Price-
Fleming was 50% owned by Robert Fleming Holdings Limited ("Flemings") and
50% owned by T. Rowe Price Associates, Inc. ("T. Rowe Price"). On August 8,
2000, T. Rowe Price became the sole owner of Price-Fleming. At the same
time, T. Rowe Price changed the name of Price-Fleming to T. Rowe Price
International. The address of T. Rowe Price International is 100 East Pratt
Street, Baltimore, Maryland 21202. The August 8, 2000 purchase caused the
investment subadvisory agreement between the Fund, Lutheran Brotherhood, and
Price-Fleming (the "Prior Agreement") to terminate automatically. In order
to avoid disruption of the Portfolio's investment management program, the
Board of Directors, in accordance with Rule 15a-4 under the Investment
Company Act of 1940, approved the Proposed Agreement as an interim contract
during the 150-day period following August 8, 2000. The Proposed Contract
will terminate automatically on January 5, 2001 (the end of this 150-day
period) unless it is approved by shareholders of the Portfolio prior to that
date.
How does the Proposed Agreement differ from the Prior Agreement?
The Proposed Agreement is substantially identical to the Prior
Agreement. There are no changes in the scope of services being provided.
The Proposed Agreement reflects the new name of the subadviser: T. Rowe
Price International instead of Price-Fleming. The fees payable to T. Rowe
Price International under the Proposed Agreement are the same as the fees
payable under the Prior Agreement except that T. Rowe Price International
has agreed to include a previously voluntary fee waiver as a permanent part
of the Proposed Agreement.
The Proposed Agreement also includes certain provisions required under
Rule 15a-4 that apply only while the Proposed Agreement is serving as an
interim contract. During this period, investment management fees due T.
Rowe Price International will be held in an interest-bearing escrow account.
If the Proposed Agreement is approved by shareholders, the escrowed funds,
including interest, will be paid to T. Rowe Price International. If the
Proposed Agreement is not approved, T. Rowe Price International will be
entitled to an amount equal to the lesser of (i) its costs of performing its
services during the interim period plus interest and (ii) the amount in the
escrow account plus interest.
What matters were considered by the Board in recommending the new
subadvisory agreement?
On June 7, 2000, the Board of Directors of the Fund, including the
directors who are not "interested persons" of Lutheran Brotherhood, Price-
Fleming or the Fund ("Independent Directors"), unanimously voted to approve
the Proposed Agreement. In authorizing the Proposed Agreement, the Board of
Directors noted Price-Fleming's assurance that the change of ownership would
not affect the investment approach or operations of the Portfolio and that
there would be no material changes in the organization and personnel with
day-to-day responsibility for the investment management of the Portfolio.
The Board also noted that the initial term of the Agreement would continue
until December 31, 2000 and that as a result the Proposed Agreement would be
subject to annual review and approval by the Board at its meeting in
December 2000. This review will occur on the same schedule as applied to
the Prior Agreement and the advisory agreement between the Fund and Lutheran
Brotherhood. The Board also noted that T. Rowe Price International would be
responsible for the expenses of the proxy solicitation. The Board also
considered the performance of the Portfolio individually and relative to
other international mutual funds. The Board was presented with information
regarding the personnel T. Rowe Price International was willing to commit to
the management of the Portfolio. After reviewing all of these factors, the
Board unanimously recommended that shareholders of the Portfolio approve the
Proposed Agreement.
When were the current agreements adopted?
The Proposed Agreement was approved by the Board of Directors,
including a majority of the Independent Directors, on June 7, 2000, and
became effective August 8, 2000. By its terms, the Proposed Agreement will
continue in effect until December 31, 2000 and thereafter from year to year
as long as it is approved annually by the Board (at a meeting called for
that purpose) or by vote of a majority of the Portfolio's outstanding
shares. In either case, renewal of the Proposed Agreement must be approved
by a majority of the Fund's Independent Directors. The Proposed Agreement is
subject to termination without penalty on 60 days' written notice by either
party to the other and will terminate automatically in the event of
assignment. The Prior Agreement was approved by the initial shareholders at
the time of the Portfolio's inception, and it was last approved by the
Directors of the Fund on December 1, 1999.
What are the investment advisory fees and the investment subadvisory fees
for the Portfolio?
The Investment Advisory Agreement between the Fund and Lutheran
Brotherhood provides that the Fund will pay Lutheran Brotherhood a fee equal
to 0.85% of the average daily net assets of the Portfolio. During the
fiscal year ended December 31, 1999, the Fund paid Lutheran Brotherhood
$3,525,013 for the investment advisory services it provided to the
Portfolio.
The Proposed Agreement provides for the following fees payable by
Lutheran Brotherhood for investment subadvisory services:
Rate of Annual
Average Daily Advisory Fee as a Percentage
Net Assets 1 of Average Daily Net Assets
------------- ----------------------------
$0 to $20 Million .75%
Above $20 to $50 Million .60%
Above $50 to $200 Million .50%
Above $200 Million .50% 2
Above $500 Million .45% 2
1 For purposes of determining average daily net assets, the assets of
Lutheran Brotherhood World Growth Fund are combined with the assets of the
Portfolio.
2 When average daily net assets exceed this amount, the indicated
annual rate is applicable to all assets of the Portfolio.
The investment advisory fees payable to T. Rowe Price International
under the Proposed Agreement are the same as the investment advisory fees
payable to Price-Fleming under the Prior Agreement except that the fee of
.45% of average daily net assets that applies when the aggregate daily net
assets of the Portfolio and Lutheran Brotherhood World Growth Fund exceed
$500 million was only a voluntary waiver under the Prior Agreement. This
voluntary fee waiver was terminable by Price-Fleming on 60 days' notice.
The voluntary waiver under the Prior Agreement also included a provision
that ensured that the fees payable to Price-Fleming would remain constant if
aggregate net assets of the Portfolio and Lutheran Brotherhood World Growth
Fund were between $450-$500 million. This adjustment mechanism is not
included in the Proposed Agreement
During the fiscal year ended December 31, 1999, Lutheran Brotherhood
paid Price-Fleming $1,866,184 for the investment subadvisory services it
provided to the Portfolio. As noted above, the investment subadvisory fees
paid under the Proposed Agreement will be held in escrow pending approval of
the Proposed Agreement.
T. Rowe Price International acts as investment adviser and subadviser
for a number of other investment companies with similar investment
objectives. The table below sets forth the name of each investment company
for which T. Rowe Price International acts as investment adviser or
subadviser, the annual rate of compensation (i.e., the fee T. Rowe Price
International is paid for its services as adviser or subadviser to the
respective portfolio), and the fund's net assets as of June 30, 2000.
<TABLE>
<CAPTION>
Comparison of Advisory Fees of Funds Advised or Subadvised by T. Rowe Price International with Similar Investment
Objectives
Net Assets
of Fund Annual
Investment at 06/30/00 Rate of Fees Waived
Name of Fund Objective (in thousands) Compensation or Reduced
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
T. Rowe Price Long-term growth of capital $ 3,610,796 0.70% No
Foreign Equity through investments primarily
Fund in the common stocks of
established, non-U.S. companies
T. Rowe Price Long-term growth of capital $12,011,954 0.67% No
International through investments primarily
Stock Fund in the common stocks of
established, non-U.S. companies
T. Rowe Price Long-term growth of capital $ 707,330 1.05%* No
International through investments primarily
Stock Portfolio in the common stocks of
established, non-U.S. companies
-------------------
The Commerce Funds Long-term growth of capital $180,393 .75% of the first Yes
$20 million
The International .60% of the next
Equity Fund $30 million
.50% above $50
million**
-------------------
Endeavor Series Long-term growth of capital $223,607 .75% of the first Yes
Trust $20 million
T. Rowe Price .60% of the next
International Stock $30 million
Portfolio
.50% above $50
million**
-------------------
EQ Advisors Trust Long-term growth of capital $244,639 .75% of the first Yes
$20 million
T. Rowe Price .60% of the next
International Stock $30 million
Portfolio
.50% above $50
million**
-------------------
John Hancock Long-term growth of capital .75% of the first Yes
Variable Series $20 million
Trust I
.60% of the next
International $102,752 $30 million
Opportunities I
Portfolio .50% above $50
million**
International $ 26,108
Opportunities II
Portfolio
-------------------
Manufacturers Long-term growth of capital $286,236 .75% of the first Yes
Investment Trust $50 million
.50% of the next
International $150 million
Stock Trust
.50% on all assets
once assets exceed
$200 million***
-------------------
SunAmerica Style Long-term growth of capital $ 61,476 .75% of the first Yes
Select Series, Inc. $20 million
International .60% of the next
Equity Portfolio $30 million
.50% above $50
million**
-------------------
The Vantagepoint Long-term growth of capital $112,456 .75% of the first Yes
Funds International $20 million
Fund
.60% of the next
$30 million
.50% above $50
million**
Please note that the net asset figures for subadvised funds are based on internal T. Rowe Price
market value records.
* The International Stock Portfolio pays an all-inclusive management fee that includes operating
expenses.
** T. Rowe Price International has agreed to waive its fees so that at $200 million, the Subadvisory
fee would be .50% on all assets.
*** T. Rowe Price International has agreed to waive its fees so that at $500 million, the Subadvisory
fee would be .45% on all assets.
</TABLE>
What services does T. Rowe Price International provide under the Prior
Agreement and Proposed Agreement?
Under the Prior Agreement and Proposed Agreement, T. Rowe Price
International provides the Portfolio with discretionary investment services.
Specifically, T. Rowe Price International is responsible for supervising and
directing the investments of the Portfolio in accordance with the
Portfolio's investment objective, strategies, and restrictions as provided
in its prospectus and Statement of Additional Information. T. Rowe Price
International is also responsible for effecting all securities transactions
on behalf of the Portfolio, including the negotiation of commissions and the
allocation of brokerage.
The current and Proposed Agreement also provides that T. Rowe Price
International, its directors, officers, employees, and certain other persons
performing specific functions for the Portfolio will only be liable to the
Portfolio for losses resulting from willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty.
There will be no change in the terms of the Investment Advisory
Agreement between the Fund and Lutheran Brotherhood. Lutheran Brotherhood
will continue to have responsibility for oversight and review of T. Rowe
Price International's performance of its duties.
What brokerage services have been provided to the Portfolio by Affiliates?
The Portfolio has been authorized to use brokers affiliated with Price-
Fleming (Robert Fleming Holdings Limited and Jardine Fleming Group Limited)
in connection with the execution of its portfolio transactions. The
aggregate amount of commissions paid to these affiliated brokers by the
Portfolio for the fiscal year ended December 31, 1999 and the percentages
these amounts represented of the total commissions paid by the Portfolio
over that period are set forth below. These brokers ceased to be affiliates
of the Portfolio on August 8, 2000 when T. Rowe Price International became a
wholly owned subsidiary of T. Rowe Price.
Total brokerage Total brokerage
commissions commissions paid to
paid to affiliated brokers as a
affiliated brokers percentage of total commissions
--------------------------------------------------
$7,586 2.45%
What other benefits has T. Rowe Price International received from managing
the Fund?
Certain brokers or dealers which provide brokerage and execution
services also may have furnished research services to Price-Fleming. T.
Rowe Price International may continue to receive such benefits in the form
of research in connection with the execution of the Portfolio's brokerage
transactions.
INFORMATION ABOUT T. ROWE PRICE INTERNATIONAL AND T. ROWE PRICE
Who are the directors of T. Rowe Price International?
T. Rowe Price International is a wholly owned subsidiary of T. Rowe
Price. The chief executive officer and president of T. Rowe Price
International is David Warren who, together with John R. Ford, James S.
Riepe, George A. Roche, M. David Testa, and Martin G. Wade, serves on its
Board of Directors. Mr. Wade is Chairman of the Board of Directors.
The address of Messrs. Riepe, Roche, and Testa is 100 East Pratt
Street, Baltimore, Maryland 21202 and they are employed by T. Rowe Price.
The address of Messrs. Ford, Wade, and Warren, is 25 Copthall Avenue,
London, England EC2R 7DR, and they are employed by T. Rowe Price
International.
Who are the directors of T. Rowe Price?
T. Rowe Price, a Maryland corporation, 100 East Pratt Street,
Baltimore, Maryland 21202 owns 100% of T. Rowe Price International. The
principal executive officer of T. Rowe Price is George A. Roche who,
together with Messrs. Edward C. Bernard, James E. Halbkat, Jr., Donald B.
Hebb, Jr., Henry H. Hopkins, James A. C. Kennedy, John H. Laporte, Richard
L. Menschel, William T. Reynolds, James S. Riepe, Brian C. Rogers, Robert L.
Strickland, M. David Testa, Martin G. Wade, and Mrs. Anne Marie Whittemore
serves on its Board of Directors.
The address of each of these persons, with the exception of Messrs.
Halbkat, Hebb, Menschel, Strickland, and Mrs. Whittemore, is 100 East Pratt
Street, Baltimore, Maryland 21202, and, with the exception of Messrs.
Halbkat, Hebb, Menschel, Strickland, and Mrs. Whittemore, all are employed
by T. Rowe Price.
Mr. Halbkat is President of U.S. Monitor Corporation, a provider of
public response systems. Mr. Halbkat's address is P.O. Box 23109, Hilton
Head Island, South Carolina 29925.
Mr. Hebb is the managing general partner of ABS Capital Partners. Mr.
Hebb's address is One South Street, 25th Floor, Baltimore, Maryland 21202.
Mr. Menschel is a limited partner of The Goldman Sachs Group, L.P. Mr.
Menschel's address is 85 Broad Street, 2nd Floor, New York, New York 10004.
Mr. Strickland retired as Chairman of Lowe's Companies, Inc., as of
January 31, 1998. He is a director of Hannaford Bros., Co., a food retailer.
Mr. Strickland's address is 604 Two Piedmont Plaza Building, Winston-Salem,
North Carolina 27104.
Mrs. Whittemore is a partner of the law firm of McGuire, Woods, Battle
& Boothe and is a director of Owens & Minor, Inc.; USF&G Corporation; the
James River Corporation of Virginia; and Albemarle Corporation. Mrs.
Whittemore's address is One James Center, Richmond, Virginia 23219.
RECOMMENDED SHAREHOLDER ACTION
The Board of Directors, including the Independent Directors,
unanimously recommends that shareholders vote FOR approval of the Proposed
Agreement.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
The Board of Directors does not know of any other matters to be
considered at the Special Meeting other than those referred to above. If any
other matters are properly brought before the Special Meeting, it is the
intention of proxy holders to vote such proxies on such matters in
accordance with their best judgment.
NO ANNUAL MEETINGS OF SHAREHOLDERS
There will be no annual or further special meetings of shareholders of
the Portfolio unless required by applicable law or called by the Board of
Directors in their discretion. Contract owners wishing to submit proposals
for inclusion in a proxy statement for a subsequent shareholder meeting
should send their written proposals to the Secretary of the Fund, 625 Fourth
Avenue South, Minneapolis, Minnesota 55415. Contract owner proposals should
be received in a reasonable time before the solicitation is made.
WHETHER OR NOT YOU PLAN TO ATTEND THIS SPECIAL MEETING, PLEASE FILL IN, DATE
AND SIGN THE ENCLOSED VOTING INSTRUCTION FORM AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED
STATES. ALTERNATIVELY, YOU MAY VOTE BY TELEPHONE (1-800-597-7836) OR THE
INTERNET (https://vote.proxy-direct.com) BY ENTERING THE CONTROL NUMBER ON
THE ENCLOSED VOTING INSTRUCTION CARD.
September 22, 2000
Date of Proxy Statement
<PAGE>
WORLD GROWTH PORTFOLIO
Of
LB SERIES FUND, INC.
625 Fourth Avenue South
Minneapolis, Minnesota 55415
____________________
VOTING INSTRUCTION CARD FOR
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on November 14, 2000
____________________
The undersigned contract owner(s) of the World Growth Portfolio ("the
Portfolio") appoints Rolf F. Bjelland, John C. Bjork, Randall L. Boushek,
and Frederick P. Johnson or any of them true and lawful proxies, with power
of substitution, to vote all shares which the undersigned is entitled to
vote at the Special Meeting on November 14, 2000. Receipt of the Notice of
Special Meeting and Proxy Statement is hereby acknowledged. The Board of
Directors recommends a vote "For" the proposal.
Discretionary authority is hereby conferred as to all other matters as
may properly come before the meeting.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
Note: Please sign exactly as your name appears
hereon. If shares are held jointly, either holder
may sign. Corporate proxies should be signed by
an authorized officer.
--------------------------------------
Contract Owner Signature
--------------------------------------
Co-owner Signature
--------------------------------------
Date
BE SURE TO VOTE YOUR SHARES ON THE REVERSE SIDE
<PAGE>
THIS VOTING INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE LB SERIES FUND INC., YOU MUST MARK THE BOX "ABSTAIN" IF YOU
WISH TO ABSTAIN. IF NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED
AFFIRMATIVELY ON THESE MATTERS. WHEN THIS VOTING INSTRUCTION FORM IS
PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE
WITH THE CHOICES MADE ON THIS FORM. IF NO CHOICE IS INDICATED ON THIS FORM,
THE VOTING INSTRUCTION WILL BE DEEMED TO BE AFFIRMATIVE ON THESE MATTERS.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Example [X]
FOR AGAINST ABSTAIN
1. To approve a new investment [ ] [ ] [ ]
subadvisory agreement between
Lutheran Brotherhood, LB Series
Fund, Inc. and T. Rowe Price
International, Inc. with respect
to the World Growth Portfolio.
PLEASE SIGN AND DATE THE REVERSE SIDE BEFORE MAILING
