FUND ADMINISTRATIVE SERVICES
ADMINISTRATION CONTRACT
THRIVENT FINANCIAL SECURITIES LENDING TRUST
THRIVENT INVESTMENT MANAGEMENT INC.
This Agreement is made as of this 25th day of August, 2004, between Thrivent Investment Management Inc.,
a Trust organized and existing under the laws of the State of Delaware ("Thrivent Investment Management Inc."),
as provider of administrative management and services, and the Thrivent Financial Securities Lending Trust, a
Massachusetts Business Trust (the "Trust").
WHEREAS, the Trust engages in business as an open-end management investment company and is so registered
under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust is authorized to issue shares; and
WHEREAS, the Trust offers shares in one Portfolio ("Portfolio") (additional Portfolios may be
subsequently added to the Agreement according to the terms described herein); and
WHEREAS, Thrivent Investment Management Inc. is an investment adviser of mutual funds, and has the
experience and competence to provide administrative management to the Trust; and
WHEREAS, the Trust desires to retain Thrivent Investment Management Inc. to furnish administrative
management and services to the Trust and Thrivent Investment Management Inc. is willing to furnish such
administrative management and services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed
between the parties hereto as follows:
1. Appointment and Acceptance. The Trust appoints Thrivent Investment Management Inc. as
administrative manager of the Trust, and Thrivent Investment Management Inc. accepts such appointment and agrees
to render the services hereby set forth for the compensation herein provided.
In the event that the Trust establishes one or more series of shares other than the initial Portfolio
with respect to which it desires to retain Thrivent Investment Management Inc. to render administrative services
hereunder, it shall notify Thrivent Investment Management Inc. in writing (the "Notice"). If Thrivent Investment
Management Inc. is willing to render such services on the terms provided for herein, it shall execute and deliver
the Notice to the Trust whereupon such series of shares shall become a Portfolio hereunder and said Notice shall
be attached to this Agreement and when attached shall be a part hereof.
2. Duties of Administrative Manager. Thrivent Investment Management Inc. will provide or procure
administrative services from one or more of its affiliates or other vendors as appropriate for the Trust and the
Portfolio and, in so doing, will act in conformity with the Declaration of Trust and Bylaws of the Trust, the
current registration statement of the Trust, the requirements of the 1940 Act and all other applicable federal
and state laws and regulations.
3. Administrative Services. The term "Administrative Services" means all services necessary to
conduct the business operations of the Trust and the Portfolio, except those certain services that are provided
to the Trust and each of the Portfolios pursuant to the following contracts:
Investment Advisory Contract
Custodian Contract
Transfer Agent Contract
Administrative Services include, but are not necessarily limited to, the following:
(a) Preparation and filing of all material required by the Securities and Exchange Commission and state
regulatory authorities such as registration statements, proxy materials, audited and unaudited
financial statements, Form N-SAR filings, and other similar documents;
(b) Portfolio Accounting Services. Thrivent Investment Management Inc. shall provide the following
portfolio accounting and reporting services for the Trust covered by this Agreement:
(1) Maintain daily portfolio records for each series on a trade date basis using security
trade information communicated from the Investment Adviser for the series;
(2) On each business day record the prices of the portfolio positions as obtained from a
source approved by the Board;
(3) Record interest and dividend accrual balances each business day on the portfolio
securities and calculate and record each series' gross earnings on investments for
that day;
(4) Determine gains and losses on portfolio security sales on a daily basis and identify
such gains and loses as short-short, short or long-term. Account for periodic
distributions of gain to shareholders and maintain undistributed gain or loss balances
as of each business day; and
(5) Provide portfolio-based reports on the foregoing on a periodic basis as mutually
agreed upon between the Board and Thrivent Investment Management Inc.
(c) Expense Accrual. Thrivent Investment Management Inc. shall provide to the Trust accounting and
reporting services relating to the accrual of expenses as described below covered by this
Agreement:
(1) On each business day, calculate the amounts of expense accrual according to the
methodology, rate or dollar amount specified by the Board;
(2) Account for expenditures and maintain expense accrual balances at a level of
accounting detail specified by the Board;
(3) Conduct periodic expense accrual reviews s as requested by the Board comparing actual
expenses to accrual amounts; and
(4) Issue periodic reports detailing expense accruals and payments at the times requested
by the Board.
(d) Valuation and Financial Reporting Services. Thrivent Investment Management Inc. shall provide
accounting and reporting services relating to the net asset value of the Trust's portfolio
covered by this Agreement as described below:
(1) Account for purchases, sales, exchanges, transfers, dividend reinvestments and other
activity relating to the shares as reported by the Trust's Transfer Agent on a daily
basis;
(2) Provide the Investment Adviser and where applicable, the Subadviser a daily report of
cash reserves available for short term investing;
(3) Record daily the net investment income (earnings). Account for periodic distributions
of earnings to shareholders and maintain undistributed net investment income balances
as of each business day;
(4) Maintain a general ledger in the form specified by the Board and produce a set of
financial statements as requested from time to time by the Board;
(5) On each business day of the Trust determine the net asset value in accordance with the
accounting policies and procedures described in the current Prospectus of the Trust;
(6) On each business day of the Trust, calculate the per share net asset value, per share
net earnings and other per share amounts reflective of the operations on the basis of
the number of shares outstanding as reported by the Transfer Agent;
(7) Issue daily reports detailing such per share information to such persons (including
the Transfer Agent) as directed by the Board; and
(8) Issue to the Board monthly reports which document the adequacy of the accounting
detail necessary to support month-end ledger balances.
(e) Tax Accounting Services. Thrivent Investment Management Inc. shall provide Trust with the following tax
accounting services covered by this Agreement:
(1) Maintain tax accounting records for the investment portfolio necessary to support IRS
tax reporting requirements for regulated investment companies;
(2) Maintain tax lot detail for the investment portfolio;
(3) Calculate taxable gains and losses on sales of portfolio securities using the tax cost
basis defined for the particular series;
(4) Issue reports to the Transfer Agent detailing the taxable components of income and
capital gains distributions as necessary to assist such Transfer Agent in issuing
reports to shareholders; and
(5) Provide any other reports relating to tax matters as reasonably requested from time to
time by the Board.
(f) Preparation and filing of federal and state tax returns;
(g) Internal auditing services;
(h) In-house legal services and regulatory compliance services;
(i) Oversight of transfer agent function;
(j) Maintenance and retention of all Trust charter documents and the filing of all documents required to
maintain the Trust's status as a Massachusetts Business Trust;
(k) Arrangement of, and preparation and dissemination of all materials for, meetings of the Trust's Board of
Trustees and committees thereof, preparation and retention of all minutes and other records
thereof, and preparation of other reports as requested by the Board of Trustees;
(l) Coordination and handling of accounting, legal and regulatory audits and examinations and preparation or
management of the preparation of responses to all inquires by regulatory agencies, the press
and the general public concerning the business and affairs of the Trust and the Portfolio,
including handling and resolution of any investigations, actions or proceedings initiated
against the Trust by any regulatory authority and responses to subpoenas and tax levies;
(m) Calculation of dividends and capital gains distributions for the Portfolio;
(n) Preparation of the Portfolio's performance calculations and responding to surveys conducted by
third parties (e.g., Lipper, Morningstar, etc.) and reporting of the Portfolio's performance
and other portfolio information in response thereto;
(o) Administration of operating policies of the Trust and recommendations to the Trust's officers
and Board of Trustees of modifications to such policies to facilitate the protection of
shareholders or the market competitiveness of the Trust and the Portfolio and, to the extent
necessary, to comply with new legal or regulatory requirements;
(p) Monitoring or arranging for the monitoring of legal, tax, regulatory and industry developments
related to the business affairs of the Trust and communicating such developments to the Trust's
officers and Board of Trustees as they may reasonably request or as Thrivent Investment
Management Inc. believes appropriate; and
(q) Filing of claims, monitoring of class actions involving portfolio securities, and handling
administrative matters in connection with the litigation or settlement of such claims with
respect to any Portfolio.
4. Compensation. The Trust agrees to pay Thrivent Investment Management Inc. for the Administrative
Services at such rate, not to exceed the rates charged by unaffiliated vendors for comparable Services, as may be
approved annually by a majority of the Board (the "Contract Price") (Schedule A). The Contract Price shall be
payable monthly within ten (10) days of the date of invoice. The Contract Price shall be adjusted annually by
mutual agreement.
5. Books and Records. Thrivent Investment Management Inc. agrees to provide reports and records
reasonably necessary for the Board of Trustees of the Trust to determine the accuracy of any item of expense
charged to the Trust by Thrivent Investment Management Inc. pursuant to this Agreement. Thrivent Investment
Management Inc. agrees (a) that all records which it maintains for the Trust are the property of the Trust and
shall surrender promptly to the Trust any such records upon written request, and (b) to properly retain all
records required to be maintained.
6. Services Not Exclusive. The services furnished by Thrivent Investment Management Inc. hereunder
are not to be deemed exclusive to the Trust and Thrivent Investment Management Inc. shall be free to furnish
similar and other services to others.
7. Audit, Inspection and Visitation. Thrivent Investment Management Inc. shall make available during
regular business hours all records and other data created and maintained pursuant to the provisions of this
Agreement for the reasonable audit and inspection by the Trust, any person retained by the Trust, or any
regulatory agency having authority over the Trust.
8. Limitation of Liability of Thrivent Investment Management Inc. and Verification of Information.
Thrivent Investment Management Inc. shall not be liable for any error of judgment or mistake of law for any loss
suffered by the Trust or the Portfolio in connection with the matters to which this Agreement relates except a
loss resulting from negligence on its part or the part of any subsidiary in the performance of service under this
Agreement.
9. Duration and Termination.
(a) This Agreement shall become effective on the date hereof, provided that it has been approved on
behalf of the Portfolio by a majority of the Trustees of the Trust including a majority of the
Trust's disinterested Trustees.
(b) This Agreement shall continue in effect for one year from the above effective date unless
sooner terminated as provided herein. Thereafter, this Agreement shall continue for successive
periods of twelve months each, provided that such continuance is approved at least annually by
a majority of the Trustees of the Trust including a majority of the Trust's disinterested
Trustees.
(c) This Agreement may be terminated on behalf of the Trust at any time, without the payment of any
penalty, by vote of a majority of the Trust's Trustees or by vote of a majority of the
outstanding voting securities of the terminating Portfolio on sixty days' written notice to
Thrivent. Thrivent Investment Management Inc. may terminate this Agreement without the payment
of any penalty, on sixty days' written notice to the Trust or the Portfolio. Termination of
this Agreement with respect to the Portfolio shall not affect this Agreement's continuation
with respect to any then existing non-terminating Portfolio or the Trust.
10. Amendment of This Agreement. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until
approved by a majority of the Trustees of the Trust including a majority of the Trust's disinterested Trustees,
or by a vote of a majority of the outstanding voting securities of the Trust.
11. Use of the Names. The Trust shall not use the names of Thrivent Investment Management Inc. (or any
affiliate) in any material without prior approval by Thrivent Investment Management Inc. Thrivent Investment
Management Inc. hereby consents to the use of its name which merely refers in accurate terms to its appointment
hereunder or which is required by the Securities and Exchange Commission or other regulatory authorities.
12. Relations With Trust. Subject to and in accordance with the Declaration of Trust and By-Laws of
the Trust it is understood that Trustees, officers, agents and shareholders of the Trust are or may be interested
in Thrivent Investment Management Inc. as Trustees, officers, or otherwise, that Trustees, officers, agents and
members of Thrivent Investment Management Inc. (or any successors) are or may be interested in the Trust as
Trustees, officers, shareholders or otherwise, that Thrivent Investment Management Inc. (or any successor
thereof) is or may be interested in the Trust as a shareholder or otherwise and that the effect of any such
adverse interests shall be governed by said agreement.
13. Limitation of Liability. It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust
personally, but shall bind only the property of the Trust. The execution and delivery of this Agreement have
been authorized by the Trustees and signed by an authorized officer of the Trust, acting as such, and neither
such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been
made by any of them personally, but shall bind only the property of the Trust. The obligations of any Portfolio
hereunder shall be the exclusive obligation of the Portfolio and Thrivent Investment Management Inc. can only
look to the assets of the Portfolio to satisfy any debt or obligation incurred by the Portfolio hereunder.
14. Interpretation. Nothing herein contained shall be deemed to require the Trust to take any action
contrary to its Declaration of Trust or By-laws, or any applicable statutory or regulatory requirement to which
it is subject or by which it is bound, or to relieve or deprive the Board of its responsibility for and control
of the conduct of the affairs of the Trust.
15. Miscellaneous. The captions in this Agreement are included for convenience of reference only and
in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If
any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
16. Choice of Law. This Agreement shall be construed in accordance with the laws of the State of
Minnesota and any applicable federal law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers
designated below as of the day and year first above written.
THRIVENT INVESTMENT THRIVENT FINANCIAL MANAGEMENT INC.
SECURITIES LENDING TRUST
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxx
President Vice President
SCHEDULE A
Trust Fee
Thrivent Financial Securities Lending Trust $50,000.00
